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Published: 2008-03-26

Full Use and Deployment Sublicense Addendum - Oracle Corp. and Vantive Corp.




FULL USE AND DEPLOYMENT SUBLICENSE ADDENDUM

This document (the "Addendum") is between Oracle Corporation ("Oracle") and 
Vantive Corporation (the "Alliance Member") and shall be governed by the 
terms of the Business Alliance Program Agreement between the Alliance Member 
and Oracle effective 28-Jun, 1996 (the "Agreement") and the terms set forth 
below.

1.    PROGRAM DISTRIBUTION

1.1   SUBLICENSE OF PROGRAMS AND TERMS

           The Alliance Member shall have the right to market and grant 
      Sublicenses of Full Use Programs or Deployment Programs which are 
      available in production release and listed on Oracle's Price List in 
      effect at the time the Programs are ordered from Oracle to Sublicense 
      to a Sublicensee: provided, however, the Alliance Member shall have no 
      right to Sublicense any Programs designated as Oracle Applications 
      Programs, Oracle Express Programs, Limited Production Programs, or 
      other Programs specified by Oracle from time-to-time without the prior 
      written consent of Oracle.  The Alliance Members shall have the right 
      to market and grant Sublicenses of Full Use or Deployment Programs for 
      use on Designated Systems in conjunction with the Intergrated System to 
      Sublicensees.  Each copy of the Full Use or Deployment Programs 
      distributed shall be for the Sublicensee's own internal use in the 
      Territory only on a single Designated System limited to a maximum 
      number of Users.

           To acquire Programs for Sublicensing to Sublicensees, the Alliance 
      Member shall order such Programs from Oracle.  Each order shall specify 
      the applicable Programs, maximum number of Users, computer/operating 
      system configuration, fees, shipping location, and any other information 
      required by Oracle for processing the order.  Orders for Trial 
      Sublicenses shall be clearly marked on the face of the Order Form.

1.2   DISTRIBUTION UNDER ORACLE AGREEMENT

           In addition to the Sublicense rights specified in Section 2.3.A of 
      the Agreement and notwithstanding the terms of such Section and Section 
      2.3.B of the Agreement, the Alliance Member shall have the right to 
      market and grant Sublicenses of Full Use Programs and Deployment Programs
      in conjunction with the Integrated System to Sublicensees under a standard
      Oracle Software License and Services Agreement in lieu of Sublicensing the
      Programs under a written Sublicense agreement.

           The Alliance Member may submit orders for Sublicenses to Oracle for 
      its acceptance.

           With each such order, the Alliance Member shall submit a standard 
      Oracle Software License and Services Agreement executed by the applicable 
      Sublicensee, or shall reference on such order that the Programs will be 
      licensed to the Sublicensee subject to an existing license agreement 
      effective between the Sublicensee and Oracle (the "Oracle Agreement").  
      In addition, as part of the Oracle Agreement, the Alliance Member shall 
      obtain the Sublicensee's written agreement that the ordered Programs and
      services are subject to the terms and conditions of the Oracle Agreement.

           If the Sublicensee is a federal agency, the Alliance Member shall 
      submit with each such order a written document executed by an authorized
      Sublicensee contracting officer which contains the following provision:
      "This is an open market order placed pursuant to terms identical to the 
      terms and conditions of Oracle's General Services Administration (GSA) 
      Schedule A Contract for Oracle Programs current as of the order date, 
      with the exception of the maximum order limitations, discounts, 
      maintenance, training units and other discounts specific to the 
      applicable Oracle GSA Schedule.  No other pre-printed or reference terms
      and conditions shall apply."  This written document shall be deemed the 
      applicable Oracle Agreement.

           For orders which include only shrinkwrapped Oracle Programs, the 
      Oracle Agreement may consist of a written obligation by the Sublicensee 
      to use the Programs under the terms of the shrinkwrap license agreement.

           The Alliance Member shall indemnify Oracle for any claims, damages,
      or losses arising from failure to obtain any Oracle Agreement.

           If the order specifies that the Programs are to be delivered to the
      Alliance Member, the Alliance Member shall have the right to re-deliver
      the Programs with their original package to the applicable Sublicensee.

1.3   FULL USE AND DEPLOYMENT PROGRAMS

           For the purposes of this Addendum, "Full Use Programs" shall mean 
      unaltered versions of the Programs with all functions intact.  
      "Deployment Programs" shall mean Programs which are limited to use 
      solely for the purpose of running applications and may not be used to 
      create or alter tables or reports except as necessary for operating the 
      applications.

1.4   VALUE-ADDED PACKAGE

           For the purposes of this Addendum, "Integrated System" shall mean 
      the hardware and software products having Value-Added which are developed,
      sold, and/or licensed with the Programs to a Sublicensee by the Alliance 
      Member to satisfy such Sublicensee's internal business requirements and
      objectives.  For purposes of the Agreement, the Integrated System will be 
      regarded as the Alliance




      Member's Value-Added Package which is described in the attached Value-
      Added Attachment.  The Integrated System shall be regarded as "Value-
      Added" if the following materials are provided as part of the Integrated 
      System by the Alliance Member: (a) non-Oracle developed software: (b) 
      customized programming or customized consulting; and (c) other computer
      products or components.

1.5   TRIAL SUBLICENSES

           The Alliance Member shall be entitled to grant, at no charge, up to 
      (10) temporary Trial Sublicenses of the Programs at any one time.  Such 
      Sublicenses shall be for evaluation purposes only and shall be for a 
      period not to exceed thirty (30) days.  The Alliance Member shall pay 
      Oracle Sublicense fees for any Trial Sublicenses in excess of thirty (30)
      days.  Each such Trial Sublicense shall be Sublicensed under a Sublicense
      agreement which provides for such trial use or under an Oracle Trial 
      License Agreement, as the applicable Oracle Agreement.

1.6   NO DISTRIBUTORS

           The Alliance Member's right to market and grant Sublicenses of Full 
      Use Programs or Deployment Programs hereunder shall be limited to the 
      Alliance Member only.  The Alliance Member shall not appoint any third 
      party to distribute the Programs without Oracle's prior written consent.

1.7   DOCUMENTATION

           Oracle shall deliver one copy of the applicable Documentation with 
      each order of Programs for Sublicensing to Sublicensees.

2.    SUBLICENSE FEES

2.1   SUBLICENSE FEES AND RATE

           For each copy of the Programs Sublicensed by the Alliance Member,
      the Alliance Member agrees to pay Oracle a Sublicense fee equal to 
      seventy percent (70%) of the applicable license fee for each such Program,
      as specified in the applicable Price List and Alliance Member Price List
      supplement to such Price List in effect at the time the applicable 
      Programs are Sublicensed to a Sublicensee.  The Sublicense fee shall be 
      calculated effective on the date of the Sublicense, which shall be the 
      date the Programs are shipped by Oracle or the effective date of the 
      order to Oracle for such Programs, if no shipment is required.

           Fees for Sublicense of Programs shall be due and payable on the date
      that Oracle ships the applicable Programs and shall be deemed overdue if 
      not paid within thirty-one (31) days of the due date.  The Alliance 
      Member shall not be relieved of its obligation to pay Sublicense fees 
      owed to Oracle by the nonpayment of such fees by the Sublicensee.

2.2   PRICE LIST

           As set forth in the Agreement, the applicable Price List for 
      determining Sublicense fees shall be the standard Price List in effect
      at the time the Program is Sublicensed to a Sublicensee.  However, 
      pricing for any federal agency, pursuant to terms and conditions identical
      to the terms and conditions of Oracle's GSA Schedule A Contract for Oracle
      Programs current as of the order date, shall be based on Oracle's 
      published GSA Price List.

           Notwithstanding any other provision of this Agreement, if the 
      Alliance Member issues a written Sublicense quote and such quote is 
      accepted by the applicable Sublicensee, for a period of ninety (90) days
      after the date of submission of the quote to the Sublicensee, the fee
      applicable to the Programs identified in the quote shall be based on 
      the Price List in effect on such date.

2.3   USERS

           The fees for Sublicense of a Program shall be based and priced on the
      applicable User Level for the maximum number of Users for such Program, as
      specified in the Price List.  The Alliance Member shall have the right to 
      Sublicense on any User basis specified in the Price List in effect at 
      the time the applicable Program is Sublicensed to a Sublicensee.

3.    TERM

           This Addendum shall become effective on the Effective Date of this 
      Addendum and shall be valid for one (1) year (the "Term"), unless 
      terminated as provided in the Agreement.  Any renewal of this Addendum 
      shall be subject to renegotiation of terms and fees.

4.    TERRITORY

           The Alliance Member shall have the right to market and grant 
      Sublicenses of Full Use Programs or Deployment Programs in the United 
      States only (the "Territory").

5.    TECHNICAL SUPPORT

5.1   TECHNICAL SUPPORT FOR SUBLICENSEES

           A Sublicensee may acquire Technical Support services for Full Use 
      Programs or Deployment Programs Sublicensed under this Addendum from 
      Oracle at Oracle's standard rates and fee in effect at the time such 
      Technical Support services are ordered under an Oracle Technical Support 
      Services Agreement or Oracle Agreement, as applicable.

5.2   TECHNICAL SUPPORT FEES

           Oracle agrees that the Alliance Member shall have the right to offer
      Oracle annual Technical Support services to Sublicensees in the United 
      States that are currently acquiring full Use Programs or Deployment 
      Programs.  The Alliance Member shall only offer Oracle Technical Support
      services with respect to the initial first year of Technical Support for 
      a Sublicensed Program.  The Alliance Member shall only offer Oracle annual
      Technical Support services to a Sublicensee provided that:

      A.  Oracle receives from the Sublicensee an executed, standard Oracle 
      Technical Support Services Agreement, Oracle Agreement, or other terms to 
      govern the Technical Support services as agreed to in writing by Oracle 
      and the Sublicensee;

      B.  The Full-Use or Deployment Programs are currently Sublicensed by the 
      Alliance Member;

      C.  The Alliance Member pays Oracle its required Sublicense fee for the 
      applicable Sublicensed Programs as provided under the Agreement, and the 
      Alliance Member pays Oracle the applicable

                                       2




      Technical Support services fees as set forth herein in advance;

      D.  The Alliance Member's Sublicense of the Full Use Programs or 
      Deployment Programs coincides with the agreement to provide Technical
      Support Services for such Programs; and

      E.  The net Technical Support services fees represent new Technical 
      Support revenue to Oracle.

           The Technical Support services fees payable by Alliance Member as 
      provided above shall be Oracle's standard rates for such services as 
      provided under the Price List in effect at the time the Technical Support
      services are ordered, discounted by ten percent (10%).

6.    SUBLICENSE REPORTS

           With each order for Programs for Sublicense to a Sublicensee, the 
      Alliance Member shall send Oracle a report detailing for each Sublicensed
      Full Use Program or Deployment Program: Sublicensee name, address, 
      make/model and operating system of the Designated System.  Full Use or 
      Deployment Programs, maximum number of licensed Users, whether the 
      Sublicense is a Trial Sublicense, total Program fees and Technical Support
      Fees due to Oracle, and specific descriptions of the Integrated System 
      and Value-Added.

7.    ADDITIONAL LICENSES

           During the Term, the Alliance Member may order production release 
      versions of Oracle off-the-shelf Programs available as production release
      as of the Effective Date of this Addendum and listed on the Price List in 
      effect as of such date.  The license fee for Development Licenses shall be
      equal to Oracle's standard list license fees in effect when an order is 
      placed.  The Alliance Member shall have the right to order Programs for 
      use as Marketing Support Licenses at no further charge to the Alliance 
      Member.  The Alliance Member may obtain Technical Support services from 
      Oracle for such Programs under Oracle's applicable Technical Support fees 
      and policies in effect when such services are ordered.

The effective Date of this Addendum shall be 28-Jun-96.

EXECUTED BY VANTIVE CORPORATION:       EXECUTED BY ORACLE CORPORATION:

Authorized Signature: /s/ Mike Loo     Authorized Signature: /s/ Lloyd Alexander
                     ---------------                        --------------------
Name: Mike Loo                         Name: Lloyd Alexander
     -------------------------------        ------------------------------------
Title: V.P. Finance                    Title: Manager - Western Region
      ------------------------------          Channels Sales Support
                                             -----------------------------------

ORACLE
Oracle Corporation 
500 Oracle Parkway
Redwood Shores, CA 94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
8-95


                                       3





                          VALUE-ADDED ATTACHMENT

Description of Integrated System:





     Hardware components:




     Software products other than Programs:




     Services to be provided by the Alliance Member:








                               AMENDMENT ONE
                                  to the 
                 FULL USE AND DEPLOYMENT SUBLICENSE ADDENDUM
                                  between
                             VANTIVE CORPORATION
                                   and
                             ORACLE CORPORATION


This document ("Amendment One") shall serve to amend the Full Use and 
Deployment Sublicense Addendum and any amendments thereto between Vantive 
Corporation (the "Alliance Member") and Oracle Corporation ("Oracle") dated 
28-Jun-96 (the "Addendum").

The Addendum is hereby amended as follows:

1.  In Section 1.2, delete the sixth paragraph of such Section and replace it
    with the following:

    "The Alliance Member shall indemnify Oracle for any claims, damages, or 
    losses arising from failure by the Alliance Member to obtain any Oracle 
    Agreement."

2.  In Section 2.2, at the end of the first paragraph of such Section add the 
    following:

    "All Sublicense fees for Sublicenses installed outside the United States 
    shall be based on the Oracle Global Price List in effect at the time the 
    Application Package is Sublicensed."

3.  In Section 4, delete the body of such Section in its entirety and replace 
    it with the following:

    "4. TERRITORY
     
         The Alliance Member shall have the right to market and grant 
    Sublicenses of Programs in the Application Package in all countries 
    worldwide (the "Territory") subject to the terms of this Section.
     
         Oracle may from time to time deny the Alliance Member the right to 
    Sublicense in certain countries in the Territory in order to protect 
    Oracle's interests if, in the reasonable opinion of Oracle's counsel, 
    such countries (i) do not provide adequate protection for Oracle's 
    proprietary rights through copyright, trade secret, patent or other laws; 
    or (ii) have laws or regulations or the government has committed acts which 
    in the opinion of Oracle's counsel, are injurious to Oracle's interests in 
    the Programs.

         The Alliance Member acknowledges that the Programs are subject to
    export controls imposed on Oracle and the Alliance Member by the U.S. Export
    Administration Act, United States Departments of Commerce, Treasury, and 
    State regulations and directives, and other United States law ("Export
    laws"). The Alliance Member certifies that neither the Programs nor any
    direct product thereof are (i) exported, directly or indirectly, in
    violation of Export laws; or (ii) are intended to be used for any purposes
    prohibited by the Export laws, including, without limitation, nuclear,
    chemical or biological weapons proliferation. Furthermore, the Alliance
    Member shall not transfer




    the Programs outside of the territory for which the Alliance Member has 
    Sublicense rights under this Agreement.
    
        The Alliance Member warrants that it will not grant Sublicenses in or 
    ship any Programs to a country until it has completed all necessary 
    government formalities in such country and upon reasonable request by 
    Oracle, the Alliance Member provides evidence of completion of such 
    formalities to Oracle. The Alliance Member will indemnify Oracle for any 
    losses, costs, liability, and damages incurred by Oracle as a result of a 
    failure by the Alliance Member to comply with the necessary government 
    requirements in any country. The obligations under this Section shall 
    survive the expiration or termination of this Addendum. Upon Oracle's 
    reasonable request, the Alliance Member shall make records available to
    Oracle to allow to confirm the Alliance Member's compliance with this
    Section."

4.  In Section 5.2, delete the words "ten percent (10%)" with and replace it 
    with the words "fifteen percent (15%)".

Other than the addition of the foregoing, the terms of the Addendum remain 
unchanged and in full force and effect.

The Effective Date of this Amendment One is 28-Jun, 1996.


VANTIVE CORPORATION             ORACLE CORPORATION

By: /s/ Mike Loo                By: /s/ Lloyd Alexander
   -----------------------          -----------------------------

Name: Mike Loo                  Name: Lloyd Alexander
     ---------------------            -----------------------------

Title:                          Title: Manager-Western Region 
        VP Finance                     Channels Sales Support
      --------------------            ---------------------------





ORACLE

                    APPLICATION SPECIFIC SUBLICENSE ADDENDUM

This document (the "Addendum") is between Oracle Corporation ("Oracle") and 
VANTIVE CORPORATION (the "Alliance Member") and shall be governed by the 
terms of the Business Alliance Program Agreement between the Alliance Member 
and Oracle effective 28-Jun, 1996 (the "Agreement") and the terms set forth 
below.

1.   SUBLICENSES 

1.1  SUBLICENSE PROGRAMS AND TERMS

        The Alliance Member may only Sublicense Application Specific Full Use 
     Programs for which the Alliance Member has previously acquired a 
     Supported Development License for the applicable Designated System. 
     Notwithstanding any other provision of this Agreement, the Alliance 
     Member shall have no right to Sublicense Programs designated as 
     Oracle Applications Programs. Oracle Express Programs, Limited 
     Production Programs, or other Programs specified by Oracle from 
     time-to-time without the prior written consent of Oracle.

        The Alliance Member shall have the right to market and grant 
     Sublicenses of Application Specific Full Use Programs under the 
     conditions set forth in the Agreement and under the following 
     restrictions:

     A. Sublicense Application Specific Full Use Programs with the 
     Application Program in the Application Package for use on Designated 
     Systems to Sublicensees. Each copy of the Application Specific Full 
     Use Programs distributed shall be for the Sublicensee's own internal 
     use in the Territory only on a single Designated System limited to a 
     maximum number of Users; and

     B. Make and deliver to the Sublicensee a single copy of the 
     Application Specific Full Use Programs in the Application Package for 
     each Sublicense granted.

        The Alliance Member shall use all practical means available, both 
     contractual and technical, to control the restricted use of each 
     Application Specific Full Use Program Sublicense. If a Sublicensee 
     uses the Application Specific Full Use Program beyond the limited 
     functionality described in Section 1.2 hereof, the Alliance Member or 
     Distributor shall immediately notify the Sublicensee of such 
     unauthorized use and if the Sublicensee fails to discontinue such 
     unauthorized use following notification either terminate the 
     Sublicense or forward to Oracle one hundred percent (100%) of the 
     applicable Full Use standard Program license fees in effect at the 
     time the payment is made to Oracle together with a written request by 
     the Sublicensee for a Full Use Program license from Oracle. Oracle 
     must approve, in writing, the Sublicensee's request before continued 
     use of the Programs by the Sublicensee shall be deemed authorized.

1.2  APPLICATION SPECIFIC FULL USE PROGRAMS

        For the purposes of this Addendum, "Application Specific Full Use 
     Program(s)" shall mean Programs which shall be limited to using and 
     developing in conjunction with the Alliance Member's Application 
     Program. Each Application Specific Full Use Program licensed under 
     this Addendum may only be used with the Application Program and may 
     not be used with other application programs. The Sublicensee may not 
     use the Application Specific Full Use Programs to create any 
     additional applications, or for any purpose other than implementation 
     and support of the Application Program. "Full Use Programs" shall 
     mean unaltered versions of the Programs with all functions intact.

1.3  VALUE-ADDED PACKAGE

        For the purposes of this Addendum, "Application Program(s)" shall 
     mean the Alliance Member's value-added application software, 
     described in the attached Application Package Attachment with which 
     the Application Specific Full Use Programs are to be coupled. 
     "Application Package(s)" shall mean the Application Specific Full Use 
     Programs coupled with the Application Programs. For purposes of the 
     Agreement, the Application Program shall be regarded as the Alliance 
     Member's Value-Added Package.

1.4  TRIAL SUBLICENSES

        The Alliance Member and its Distributors shall be entitled to grant, 
     at no charge, up to a maximum combined total of ten (10) temporary 
     Trial Sublicenses of the Application Package at any one time. Such 
     Sublicenses shall be for evaluation purposes only and shall be for a 
     period not to exceed thirty (30) days. The Alliance Member shall pay 
     Oracle Sublicense fees for any Trial Sublicenses in excess of thirty 
     (30) days. Each such Trial Sublicense shall be Sublicensed under a 
     Sublicense agreement which provides for such trial use.

1.5  DISTRIBUTORS

        Oracle grants the Alliance Member the right to appoint third parties 
     ("Distributors") to market and Sublicense the Application Specific 
     Full Use Programs in the Territory, under the terms of the Agreement 
     and this Addendum. However, Distributors shall have no right to make 
     copies of the Programs for Sublicensing and shall obtain all such 
     Programs from the Alliance Member. Each Distributor shall execute a 
     written agreement with the Alliance Member binding the Distributor to 
     provisions substantially similar to those contained in Sections 2.3, 
     2.5, 2.6, 5.1, 5.2, 6.1, 6.3, 6.4, 6.5, 7.2.D, 7.5, 8.1, 8.2, 8.3, 
     8.5, 8.7, 8.9 and 8.11 of the Agreement and to those contained in 
     Sections 1 (except 1.5), 3, 4, 5, and 6 of this Addendum. Each 
     obligation of the Alliance Member under such provisions shall also be 
     applicable to each Distributor. Each Distributor agreement shall also 
     contain any other provisions necessary for the Alliance Member to 
     satisfy its commitments under the Agreement. The Alliance




     Member shall notify Oracle promptly in writing of the appointment of 
     each such Distributor.

        In addition, the Alliance Member shall keep executed Distributor 
     agreements and records of the Distributor information required under 
     the Alliance Member's Sublicense reports, and shall allow Oracle to 
     inspect such information as specified under the Agreement. The 
     Alliance Member will defend and indemnify Oracle against all damages 
     to Oracle caused by (i) the Distributors' failure to include the 
     required contractual terms set forth in Section 2.3.B of the 
     Agreement in each Sublicense agreement, and (ii) the Distributors' 
     breach of any of the applicable provisions required in its 
     Distributor agreement.

1.6  DOCUMENTATION

        The Alliance Member shall be responsible for providing documentation 
     for Sublicensees. The Alliance Member shall have the right to 
     incorporate portions of the Documentation into the Alliance Member's 
     documentation, subject to the provisions of Section 8.2 of the 
     Agreement.

2.   SUBLICENSE FEES

2.1  SUBLICENSE FEES AND RATE

        For each copy of the Programs Sublicensed by the Alliance Member or 
     its Distributor in the Application Package, the Alliance Member 
     agrees to pay Oracle a Sublicense fee equal to fifty percent (50%) of 
     the applicable license fee for each such Program, as specified in the 
     applicable Price List and Alliance Member Price List supplement to 
     such Price List in effect at the time the applicable Programs are 
     Sublicensed.

        As further specified in Section 6 of this Addendum, Sublicense fees 
     shall be due and payable within twenty (20) days of the last day of 
     each month. The Alliance Member shall not be relieved of its 
     obligation to pay Sublicense fees owed to Oracle by the nonpayment of 
     such fees by the Sublicensee.

        On or after each anniversary during the Term of this Addendum, Oracle 
     may amend the Sublicense fee percentage rate set forth above based on 
     Oracle's then-current standard Sublicense fee percentage rate 
     schedule and the actual amount of Sublicense fees received by Oracle 
     hereunder.

2.2  PRICE LIST FOR SUBLICENSES

        Notwithstanding any other provision of the Agreement, the applicable 
     Price List for determining Sublicense fees shall be the standard 
     Price List in effect at the time the Application Package is 
     Sublicensed.

        Notwithstanding any other provision of this Agreement, if the 
     Alliance Member issues a written Sublicense quote and such quote is 
     accepted by the applicable Sublicensee, for a period of ninety (90) 
     days after the date of submission of the quote to the Sublicensee, 
     the Sublicense fee applicable to the Programs identified in the quote 
     shall be based on the Price List in effect on such date.

2.3  USERS

        The Sublicense fees for a Program shall be based and priced on the 
     applicable User Level for the maximum number of Users for such 
     Program, as specified in the Price List. The Alliance Member shall 
     have the right to Sublicense Programs on any User basis specified in 
     the Price List in effect at the time the applicable Program is 
     Sublicensed.

3.   TERM

        This Addendum shall become effective on the Effective Date of this 
     Addendum and shall be valid for three (3) years (the "Term") from the 
     Effective Date, unless terminated as provided in the Agreement. Any 
     renewal of this Addendum shall be subject to renegotiation of terms 
     and fees.

        Unless the expiration or termination is for default by the Alliance 
     Member, the Alliance Member may continue using the release of the 
     Programs then in the Alliance Member's possession on the Designated 
     Systems for which Development Licenses were granted, solely for the 
     purpose of continuing technical support for Sublicenses granted prior 
     to termination. Such continued use of the Programs shall be subject 
     to all the provisions of this Agreement, including, without 
     limitation, payment of the Technical Support Fees specified herein.

4.   TERRITORY

        The Alliance Member shall have the right to market and grant 
     Sublicenses of Programs in the United States only (the "Territory").

5.   TECHNICAL SUPPORT

5.1  TECHNICAL SUPPORT FOR SUBLICENSEES

     A. INSTALLATION

        The Alliance Member or its Distributors will be responsible for any 
     assistance needed to install the Application Package at Sublicensee 
     sites.

     B. SUBLICENSING SUPPORT

        The Alliance Member is responsible for providing all technical 
     support, training and consultations to its Sublicensees and 
     Distributors. In consideration of the payments specified in Section 
     5.2, the Alliance Member shall have the right to use the Oracle 
     Technical Support services acquired for its Supported Development 
     Licenses to provide technical support services to its Sublicensees as 
     further set forth in the Agreement. The Alliance Member shall 
     continuously maintain Oracle Technical Support services for the 
     Development Licenses during the period during which the Alliance 
     Member provides technical support services to any Sublicensees. Any 
     questions from the Alliance Member's Sublicensees or Distributors 
     will be referred by Oracle to the Alliance Member.

5.2  TECHNICAL SUPPORT FEES

        For Technical Support services for Sublicensees, each year the 
     Alliance Member agrees to pay Oracle annual Technical Support Fees 
     for each Application Specific Full Use Program Sublicensed under this 
     Addendum, a previous Alliance Member Addendum, or previous 
     distribution agreement between the parties hereto where the 
     Sublicensee received technical support services for such Application 
     Specific Full Use Program during the applicable support period. 
     Annual Technical Support Fees for a Program shall be equal to the 
     applicable Technical Support percentage rate for the highest 
     Technical Support services level selected by the Alliance Member for 
     Technical Support services for any

                                      2




     Development License used under this Addendum of the cumulative 
     Sublicense fees accrued to Oracle for such supported Program.

        Upon December 31 of each year, the Alliance Member shall provide to 
     Oracle a report setting forth all of the Alliance Members' 
     Sublicenses and those Sublicensed Programs which were supported by 
     the Alliance Member during the calendar year. The report shall also 
     include the applicable Technical Support Fees due and payable to 
     Oracle for such calendar year. The Alliance Member shall provide 
     Oracle with payment of all Technical Support Fees for such calendar 
     year required under the applicable December 31 report with such 
     report in the form of a check made out in the amount of such fees. 
     All Technical Support Fees paid to Oracle are noncancelable and 
     nonrefundable.

6.   SUBLICENSE REPORTS

        Within twenty (20) days of the last day of each month, the Alliance 
     Member shall send Oracle a report detailing for that month:

     A. For each Sublicensed Application Package shipped during the prior 
     month, Sublicensee name, address, make/model and operating system of 
     the Designated System, date of shipment, Application Specific Full 
     Use Programs shipped, maximum number of licensed Users, whether the 
     Sublicense is a Trial Sublicense, and total Sublicense fees and 
     Technical Support Fees due to Oracle:

     B. For each Application Program licensed to end-users to be used 
     with previously installed software licensed by Oracle in conjunction 
     with the Application Program, Sublicensee name, address, make/model 
     and operating system of the computer, and date of installation; and

     C. The Distributor agreements executed during the prior month, 
     including names and addresses of the Distributors.

        The Alliance Member shall require its Distributors to report this 
     information to the Alliance Member on a monthly basis and will 
     include it in the report for the month in which the Alliance Member 
     received the information. The Alliance Member shall provide Oracle 
     with payment of all fees required under the monthly report with such 
     report in the form of a check made out in the amount of such fees.

7.   ADDITIONAL LICENSES

        During the Term, the Alliance Member may order production release 
     versions of Oracle off-the-shelf Programs available as production 
     release as of the Effective Date of this Addendum and listed on the 
     Price List in effect as of such date. The license fee for Development 
     Licenses shall be equal to Oracle's standard list license fees in 
     effect when an order is placed. The Alliance Member shall have the 
     right to order Programs for use as Marketing Support Licenses at no 
     further charge to the Alliance Member. The Alliance Member may obtain 
     Technical Support services from Oracle for such Programs under 
     Oracle's applicable Technical Support fees and policies in effect 
     when such services are ordered.

The Effective Date of this Addendum shall be 28-Jun-96.

EXECUTED BY VANTIVE CORPORATION:      EXECUTED BY ORACLE CORPORATION:

Authorized Signature:  /s/ Mike Loo   Authorized Signature:  /s/ Lloyd Alexander
                     ---------------                       ---------------------

Name:   Mike Loo                      Name: Lloyd Alexander
     -------------------------------       -------------------------------------

Title: VP Finance                     Title: Manager - Western Region
                                             Channels Sales Support
      ------------------------------        ------------------------------------

ORACLE
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065
(415) 506-7000
Oracle is a registered trademark or Oracle Corporation.
8-95

                                      3



                         APPLICATION PACKAGE ATTACHMENT

Name of Application Program and Application Package which the Alliance Member 
will be Sublicensing under the Agreement (may not contain the trademarks 
"Oracle" or "Ora" or any portion thereof):

Description of Application Package:




    Modules:






    Functions and Objectives:







                                   AMENDMENT ONE
                                       TO THE
                      APPLICATION SPECIFIC SUBLICENSE ADDENDUM
                                       BETWEEN
                                VANTIVE CORPORATION
                                         AND
                                 ORACLE CORPORATION

This document (Amendment One) shall serve to amend the Application Specific
Sublicense Addendum between Vantive Corporation (the "Alliance Member") and 
Oracle Corporation ("Oracle") dated 28-Jun, 1996 (the "Addendum").

The Addendum is hereby amended as follows:

1.   In Section 1.1, add the words "...to it," after the word "available" in
     the first sentence of the third paragraph of such Section.

2.   In Section 2.1, delete the last paragraph of such Section 2.1 and replace
     it with the following:

     "On or after each anniversary during the Term of this Addendum, Oracle
     may amend the Sublicense fee percentage rate set forth above upon 90 days
     prior written notice based on Oracle's then-current standard Sublicense
     fee percentage rate schedule and the actual amount of Sublicense fees
     received by Oracle hereunder."

3.   In Section 2.2, after the first paragraph of such Section add the
     following new paragraph:
 
     "All Sublicense fees for Sublicenses installed outside the United
     States shall be based on Oracle's Global Price List in effect at the time
     the Application Package is Sublicensed."

4.   In Section 4, delete the body of such Section and replace it with the
     following:

     4.  TERRITORY
           The Alliance Member shall have the right to market and grant 
     Sublicenses of Programs in the Application Package in all countries
     worldwide (the "Territory") subject to the terms of this Section.

           Oracle may from time to time deny the Alliance Member the right
     to Sublicense in certain countries in the Territory in order to protect
     Oracle's interests if, in the reasonable opinion of Oracle's counsel,
     such countries (i) do not provide adequate protection for Oracle's
     proprietary rights through copyright, trade secret, patent, or other 
     laws; or (ii) have laws or regulations or the government has committed
     acts which in the opinion of Oracle's counsel, are injurious to Oracle's
     interests in the Programs.

           The Alliance Member acknowledges that the Programs are subject to
     export controls imposed on Oracle and the Alliance Member by the U.S.
     Export Administration






     Act, United States Departments of Commerce, Treasury, and State 
     regulations and directives, and other United States law ("Export Laws").
     The Alliance Member certifies that neither the Programs nor any direct 
     product thereof are (i) exported, directly or indirectly, in violation of
     Export laws; or (ii) are intended to be used for any purposes prohibited
     by the Export laws, including, without limitation, nuclear, chemical, or
     biological weapons proliferation. Furthermore, the Alliance Member shall
     not transfer the Programs outside of the territory for which the Alliance
     Member has Sublicense rights under this Agreement.

         The Alliance Member warrants that neither it nor its Distributors will
     grant Sublicenses in or ship any Programs to a country until it (or the 
     Distributor) has completed all necessary government formalities in such 
     country and upon reasonable request by Oracle, the Alliance Member (or 
     its Distributor) provides evidence of completion of such formalities to 
     Oracle. The Alliance Member will indemnify Oracle for any losses, costs, 
     liability, and damages incurred by Oracle as a result of a failure by 
     the Alliance Member or its Distributors to comply with the necessary 
     government requirements in any country. The obligations under this 
     Section shall survive the expiration or termination of this Addendum. 
     Upon Oracle's reasonable request, the Alliance Member shall make records 
     available to Oracle to allow to confirm the Alliance Member's compliance 
     with this Section."

5.   In Section 5.1.B, add the words "Except as otherwise provided in this
     Section" at the beginning of the first sentence in such Section.

     After Section 5.1.B, add the following new paragraph:

     "Sublicensees may acquire Oracle Technical Support services for the
     Sublicensed Programs directly from Oracle at Oracle's standard rates and
     fees in effect at the time such Technical Support services are ordered
     from Oracle under an Oracle Technical Support Services Agreement executed
     by the applicable Sublicensee and Oracle and upon execution of a standard
     Oracle Technical Support policies statement letter applicable to Technical
     Support services for Programs in Sublicensed in an Application Package."

6.   In Section 5.2, add the following new paragraphs at the end of such 
     Section:

     "Further, Oracle agrees that the Alliance Member shall have the right to
     offer Oracle annual Technical Support services to Sublicensees in the
     United States that are currently acquiring Application Specific Full Use
     Programs. The Alliance Member shall only offer Oracle Technical Support
     services with respect to the initial first year of Technical Support for 
     a Sublicensed Program. The Alliance Member shall only offer Oracle annual
     Technical Support services to a Sublicensee provided that:

            A.   Oracle receives from the Sublicensee an executed, standard
     Oracle Technical Support Services Agreement, Oracle Agreement, or other
     terms to govern the Technical Support services as agreed to in writing 
     by Oracle and the Sublicensee:

            B.   The Application Specific Full Use Programs are currently
     Sublicensed by the Alliance Member:




            C.   The Alliance Member pays Oracle its required Sublicense fee
     for the applicable Sublicensed Programs as provided under the Agreement,
     and the Alliance Member pays Oracle the applicable Technical Support
     services fees as set forth herein in advance:

            D.   The Alliance Member's Sublicense of the Application Specific
     Full Use Programs coincides with the agreement to provide Technical
     Support Services for such Programs; and
            E.   The net Technical Support services fees represent new 
     Technical Support revenue to Oracle.

     The Technical Support services fees payable by Alliance Member as provided
     above shall be Oracle's standard rates for such services as provided 
     under the Price List in effect at the time the Technical Support services
     are ordered, discounted by fifteen percent (15%)."

Other than the addition of the provisions above, the Addendum remains 
unchanged and in full force and effect.

The Effective Date of this Amendment One is 28-Jun, 1996.


VANTIVE CORPORATION                            ORACLE CORPORATION

By:  /s/ Mike Loo                              By: /s/ Lloyd Alexander
   ------------------------                       ----------------------------
Name:  Mike Loo                                Name: Lloyd Alexander
     ----------------------                         --------------------------
Title: V.P. Finance                            Title: Manager-Western Region
      ---------------------                           Channels Sales Support
                                                     -------------------------






ORACLE

                        BUSINESS ALLIANCE PROGRAM AGREEMENT

This Business Alliance Program Agreement (the "Agreement") is between Oracle 
Corporation with its principal place of business at 500 Oracle Parkway, 
Redwood City, California 94065 ("Oracle") and Vantive Corporation (legal 
name) with its principal place of business at 2455 Augustine Drive Santa 
Clara CA 95054 (the "Alliance Member"). The terms of this Agreement shall 
apply to each Program license granted and to all services provided by Oracle 
under this Agreement. When completed and executed by both parties, an Order 
Form shall evidence the Program licenses granted and the services that are to 
be provided.

1.    DEFINITIONS

1.1   "COMMENCEMENT DATE" Shall mean the date on which the Programs are 
      delivered by Oracle, or if no delivery is necessary, the Effective Date 
      set forth on the relevant Order Form.

1.2   "DESIGNATED SYSTEM" shall mean the computer hardware and operating 
      system designated on the relevant Order Form or Sublicense report for 
      use in conjunction with a Sublicensed Program, Development license, or 
      Marketing Support License.

1.3   "ORDER FORM" shall mean the document by which the Alliance Member 
      orders Program licenses, Sublicenses, and services, and which is agreed 
      to by the parties. The Order Form shall reference the Effective Date of 
      this Agreement.

1.4   "PRICE LIST" shall mean Oracle's standard commercial fee schedule that 
      is in effect when a Program license, Sublicense, or services are ordered 
      by the Alliance Member.

1.5   "PROGRAM" shall mean the computer software in object code form owned or 
      distributed by Oracle for which the Alliance Member is granted a license 
      or grants a Sublicense pursuant to this Agreement; the user guides and 
      manuals for use of the software ("Documentation"); and Updates. "LIMITED 
      PRODUCTION PROGRAM" shall mean a Program not specified on the Price List 
      or which is designated as Limited Production by Oracle.

1.6   "SUBLICENSE ADDENDA" shall mean the addenda to this Agreement 
      specifying additional Sublicense terms and Sublicense rates and fees for 
      the various types of Sublicenses which may be granted by the Alliance 
      Member.

1.7   "SUBLICENSE" shall mean a nonexclusive, nontransferable right granted 
      by or through the Alliance Member to an end user to use an object code 
      copy of the Programs with the Value-Added Package under authority of a 
      Sublicense Addendum. "Sublicensee" shall mean a third party who is 
      granted a Sublicense of the Programs with the Value-Added Package for 
      such party's own internal data processing purposes and not for purposes 
      of any further distribution. 

1.8   "SUPPORTED PROGRAM LICENSE" shall mean a Development License or 
      Marketing Support License for which the Alliance Member has ordered 
      Technical Support for the relevant time period. "TECHNICAL SUPPORT" 
      shall mean Program support provided under Oracle's policies in effect 
      on the date Technical Support is ordered.

1.9   "UPDATE" shall mean a subsequent release of a Program which is 
      generally made available for Supported Program licenses at no additional 
      charge, other than media and handling charges. Update shall not include 
      any release, option or future product which Oracle licenses separately.

1.10  "USER," unless otherwise specified in the Order Form or Sublicense 
      report for a user type specified in the Price List in effect when the 
      Program is Sublicensed, shall mean a specific individual employed by the 
      Alliance Member or Sublicensee (as the case may be) who is authorized by 
      such party to use the Programs, regardless of whether the individual is 
      actively using the Programs at any given time. 

1.11  "VALUE-ADDED PACKAGE" shall mean the hardware or software products or 
      services having added value which are developed, sold, and/or licensed 
      with the Programs to a Sublicensee by the Alliance Member, as provided 
      under the applicable Sublicense Addenda.

2.    LICENSES GRANTED

2.1   DEVELOPMENT LICENSES AND TRIAL LICENSES
      
      A. Oracle grants to the Alliance Member a nonexclusive license to 
      use the Development licenses the Alliance Member obtains under this 
      Agreement and applicable Sublicense Addenda, as follows:
      
      1. to develop or prototype the Value-Added Package on the Designated 
      System or on a backup system if the Designated System is inoperative, 
      up to any applicable maximum number of designated Users or other such 
      limitation as may be applicable.

      2. to demonstrate the Programs to potential Sublicensees solely in 
      conjunction with the Value-Added Package;

      3. to provide training and technical support to employees and to 
      customers solely in conjunction with the Value-Added Package;

      4. to use the Documentation provided with the Programs in support of 
      the Alliance Member's authorized use of the Programs; and

      5. to copy the Programs for archival or backup purposes; no other 
      copies shall be made without Oracle's prior written consent. All titles, 
      trademarks, and copyright and restricted rights notices shall be 
      reproduced in such copies. All archival and backup copies of the Programs 
      are subject to the terms of this Agreement.

      B. The Alliance Member may order temporary trial licenses ("Trial 
      Licenses") for its evaluation purposes only, and not for development or 
      prototype purposes, for use during a period specified in the Order Form. 
      Each Order Form for Trial Licenses shall clearly state the trial period 
      and shall identify that the order is for a Trial License.

2.2   MARKETING SUPPORT LICENSES




         Oracle grants to the Alliance Member a nonexclusive license to use 
      the Marketing Support Licenses the Alliance Member obtains under this 
      Agreement and applicable Sublicense Addenda, as follows:

      A. to demonstrate the Programs to potential Sublicensees solely in 
      conjunction with the Value-Added Package, up to any applicable maximum 
      number of designated Users or other such limitation as may be applicable;

      B. to develop customized prototypes of the Value-Added Package for 
      prospective Sublicensees on the Designated System if the Alliance Member 
      does not receive any fees related to the development of such customized 
      prototypes;

      C. to use the Documentation provided with the Programs in support of 
      the Alliance Member's authorized use of the programs; and

      D. to copy the Programs for archival or backup purposes; no other 
      copies shall be made without Oracle's prior written consent. All titles, 
      trademarks, and copyright and restricted rights notices shall be 
      reproduced in such copies. All archival and backup copies of the programs 
      are subject to the terms of this Agreement.

2.3   SUBLICENSING

      A. LICENSE TO SUBLICENSE PROGRAMS

         As further set forth in the applicable Sublicense Addenda, 
      Oracle hereby grants the Alliance member a nonexclusive, nontransferable 
      license to market and grant Sublicenses as set forth in such Sublicense 
      Addenda and at the rates and fees set forth in such Sublicense Addenda. 
      The Alliance Member shall only have the right to Sublicense Programs 
      pursuant to an effective Sublicense Addendum between the parties hereto.

      B. SUBLICENSE AGREEMENT

         Every Sublicense agreement shall include, at a minimum, 
      contractual provisions which;

      1. Restrict use of the Programs to object code, subject to the 
      restrictions provided under the applicable Sublicense Addenda and 
      consistent with the Sublicense fees payable to Oracle;

      2. Prohibit (a) transfer of the Programs except for temporary 
      transfer in the event of computer malfunction; (b) assignment, 
      timesharing and rental of the Programs; and (c) title to the Programs 
      from passing to the Sublicensee or any other party;

      3. Prohibit the reverse engineering, disassembly or decompilation of 
      the Programs and prohibit duplication of the Programs except for a single 
      backup or archival copy;

      4. Disclaim, to the extent permitted by applicable law, Oracle's 
      liability for any damages, whether direct, indirect, incidental or 
      consequential, arising from the use of the Programs;

      5. Require the Sublicensee, at the termination of the Sublicense, to 
      discontinue use and destroy or return the Alliance Member all copies of 
      the Programs and Documentation;

      6. Prohibit publication of any results of benchmark tests run on the 
      Programs;
      
      7. Require the Sublicensee to comply fully with all relevant export 
      laws and regulations of the United States to assure that neither the 
      Programs, nor any direct product thereof, are exported, directly or 
      indirectly, in violation of United States law; and

      8. Specify Oracle as a third party beneficiary of the Sublicense 
      agreement to the extent permitted by applicable law.

      C. MARKETING/SUBLICENSING PRACTICES

         In marketing and Sublicensing the Programs, the Alliance Member 
      shall:

      1. Not engage in any deceptive, misleading, illegal or unethical 
      practices that may be detrimental to Oracle or the the Programs;

      2. Not make any representations, warranties, or guarantees to 
      Sublicensees concerning the Programs that are inconsistent with or in 
      addition to those made in this Agreement or by Oracle; and

      3. Comply with all applicable federal, state, and local laws and 
      regulations in performing its duties with respect to the Programs.

2.4   ACCEPTANCE OF PROGRAMS

         For each Program license for which delivery from Oracle is 
      required under this Agreement, the Alliance Member shall have a 15 day 
      Acceptance Period, beginning on the Commencement Date, in which to
      evaluate the Program. During the Acceptance Period, the Alliance 
      Member may cancel the license by giving written notice to Oracle 
      and returning the Program in accordance with Section 6.6 below. 
      Unless such cancellation notice is given, the license will be 
      deemed to have been accepted by the Alliance Member at the end of 
      the Acceptance Period.

2.5   LIMITATIONS ON USE

         The Alliance Member shall not use or duplicate the Programs
      (including the Documentation) for any purpose other than as       
      specified in this Agreement or make the Programs available to 
      unauthorized third parties. The Alliance Member shall not (a) use the 
      Programs for its internal data processing or for processing customer 
      data; (b) rent, electronically distribute, or timeshare the Programs or 
      market the Programs by interactive cable or remote processing services 
      or otherwise distribute the Programs other than as specified in this 
      Agreement; or (c) cause or permit the reverse engineering, disassembly, 
      or decompilation of the Programs.

2.6   TITLE

         Oracle shall retain all title, copyright, and other proprietary 
      rights in the Programs and any modifications or translations thereof. 
      The Alliance Member and its Sublicensees do not acquire any rights in 
      the Programs other than those specified in this Agreement.

2.7   TRANSFER OF PROGRAMS

         The Alliance Member may transfer a Development License or Marketing 
      Support License


                                      1





      within its organization upon notice to Oracle: transfers are subject to 
      the terms and fees specified in Oracle's transfer policy in effect at 
      the time of the transfer.

2.8   USE OF PROGRAMS BY AGENTS

         The Alliance Member and each Sublicensee (as the case may be) shall 
      have the right to allow each such party's own third party agents to use 
      each such party's licensed Programs as licensed or Sublicensed under 
      this Agreement so long as the applicable party ensures that its agents 
      use the Programs in accordance with the terms of this Agreement or the 
      applicable Sublicense agreement.

2.9   PRE-PRODUCTION PROGRAMS

         As an accommodation to the Alliance Member, Oracle may supply the 
      Alliance Member with pre-production releases of Programs (which may be 
      labeled "Alpha" or "Beta"). These products are not suitable for 
      production use.

3.    TECHNICAL SERVICES

3.1   TECHNICAL SUPPORT SERVICES

         Oracle shall provide Technical Support services ordered by the 
      Alliance Member under Oracle's Technical Support policies in effect on 
      the data Technical Support is ordered, subject to the payment by the 
      Alliance Member of the applicable fees. Reinstatement of lapsed 
      Technical Support services is subject to Oracle's Technical Support 
      reinstatement fees in effect on the date Technical Support is 
      reordered. The Alliance Member may obtain Technical Support services 
      for Limited Production Programs and pre-production releases of Programs 
      on a time and materials basis.

3.2   TRAINING SERVICES

         Oracle will provide training services agreed to by the parties under 
      the terms of this Agreement. For any on-site services requested by the 
      Alliance Member, the Alliance Member shall reimburse Oracle for actual, 
      reasonable travel and out-of-pocket expenses incurred.

4.    FEES AND PAYMENTS

4.1   LICENSE FEES AND SUBLICENSE FEES

         The Alliance Member may order Development Licenses or Marketing 
      Support Licenses at the standard Program license fees set forth in the 
      Price List or at the fees otherwise provided in a Sublicense Addendum. 
      For each Sublicense granted by the Alliance Member, the Alliance Member 
      agrees to pay Oracle a Sublicense fee as set forth in the applicable 
      Sublicense Addenda. The Alliance Member shall not be relieved of its 
      obligation to pay Sublicense fees owed to Oracle by the nonpayment of 
      such fees by the Sublicensee.

         The Alliance Member is free to determine unilaterally its own 
      license fees to its Sublicensees. If the Alliance Member or a 
      Sublicensee upgrades the Programs to a larger computer, transfers the 
      Programs outside the United States and/or to another operating system, 
      or increases the licensed number of Users, the Alliance Member will pay 
      additional Sublicense fees to Oracle as provided under Oracle's 
      transfer policies and rates in effect at the time the Program is 
      upgraded or transferred.

4.2   TECHNICAL SUPPORT FEES

         Technical Support services ordered by the Alliance Member for 
      Development Licenses and Marketing Support Licenses will be provided 
      under Oracle's Technical Support policies and rates in effect on the 
      date Technical Support is ordered.

4.3   GENERAL PAYMENT TERMS

         Except as otherwise provided in a Sublicense Addendum, invoices for 
      payment of license fees shall be payable 30 days from the Commencement 
      Date. Technical Support fees for Sublicenses shall be payable as 
      specified in the applicable Sublicense Addendum. Technical Support fees 
      for Development Licenses and Marketing Support Licenses shall be 
      payable annually in advance, net 30 days from the renewal date: such 
      fees will be those in effect at the beginning of the period for which 
      the fees are paid. All payments made shall be in United States currency 
      and shall be made without deductions based on any taxes or 
      withholdings, except where such deduction is based on gross income. Any 
      amounts payable by the Alliance Member hereunder which remain unpaid 
      after the due date shall be subject to a late charge equal to 1.5% per 
      month from the due date until such amount is paid. The Alliance Member 
      agrees to pay applicable media and shipping charges. The Alliance 
      Member shall issue a purchase order, or alternative document 
      acceptable to Oracle, on or before the Effective Date of the applicable 
      Order Form.

4.4   TAXES

         The fees listed in this Agreement do not include taxes; if Oracle is 
      required to pay sales, use, property, value-added, or other federal, 
      state or local taxes based on the licenses granted under this 
      Agreement, or the Sublicenses granted by the Alliance Member, then such 
      taxes shall be billed to and paid by the Alliance Member. This shall 
      not apply to taxes based on Oracle's income.

5.    RECORDS

5.1   RECORDS INSPECTION

         The Alliance Member shall maintain adequate books and records in 
      connection with activity under this Agreement. Such records shall 
      include, without limitation, executed Sublicense agreements, the 
      information required in or related to the Sublicense reports required 
      under a Sublicense Addendum, the number of copies of Programs used or 
      Sublicensed by the Alliance Member, the computers on which the Programs 
      are installed, and the number of Users using the Programs. Oracle may 
      audit the relevant books and records of the Alliance Member to ensure 
      compliance with the terms of this Agreement upon reasonable notice to 
      the Alliance Member. Any such audit shall be conducted during regular 
      business hours at the Alliance Member's offices and shall not interfere 
      unreasonably with the Alliance Member's business activities. If an 
      audit reveals that the Alliance Member has underpaid fees to Oracle, 
      the Alliance Member shall be invoiced for such underpaid fees based on 
      the Price List in effect at the time the audit is completed. If the 
      underpaid fees exceed five percent (5%) of the applicable license fees 
      or Sublicense fees paid, then the Alliance Member shall


                                       2









      pay Oracle's reasonable costs of conducting the audit. Audits shall be 
      made no more than once annually.

5.2   NOTICE OF CLAIM

          The Alliance Member will notify the Oracle legal department promptly 
      in writing of: (a) any claim or proceeding involving the Programs that 
      comes to its attention and (B) any material change in the management or 
      control of the Alliance Member.

6.    TERM AND TERMINATION

6.1   TERM

          This Agreement shall become effective on the Effective Date 
      and shall be valid until the expiration or termination of all 
      Sublicense Addenda hereunder, unless terminated earlier as set forth 
      herein. If not otherwise specified on the Order Form, each Program 
      license granted under this Agreement shall remain in effect perpetually 
      under the terms of this Agreement unless the license or this Agreement 
      is terminated as provided in this Article 6 below. The term of each 
      Sublicense Addendum hereunder shall be as set forth in each such 
      Addendum.

6.2   TERMINATION BY THE ALLIANCE MEMBER

          The Alliance Member may terminate any Program license, any 
      Sublicense Addenda, or this Agreement at any time; however, termination 
      shall not relieve the Alliance Member's obligations specified in 
      Sections 6.5 and 6.6.

6.3   TERMINATION BY ORACLE

          Oracle may terminate any Program license, any Sublicense 
      Addenda, or this Agreement upon written notice if the Alliance Member 
      breaches this Agreement and fails to correct the breach within 30 days 
      following written notice specifying the breach.

6.4   FORCE MAJEURE

          Neither party shall be liable to the other for failure or 
      delay in the performance of a required obligation if such failure or 
      delay is caused by strike, riot, fire, flood, natural disaster, or 
      other similar cause beyond such party's control, provided that such 
      party gives prompt written notice of such condition and resumes its 
      performance as soon as possible, and provided further that the other 
      party may terminate this Agreement if such condition continues for a 
      period of one hundred eighty (180) days.

6.5   EFFECT OF TERMINATION

          Upon expiration or termination of a Sublicense Addendum or 
      this Agreement, all the Alliance Member's rights to market and 
      Sublicense the Programs as set forth in such Sublicense Addendum or 
      this Agreement shall cease.

          The termination of this Agreement, a Sublicense Addendum, or 
      any license shall not limit either party from pursuing any other 
      remedies available to it, including injunctive relief, nor shall such 
      termination relieve the Alliance Member's obligation to pay all fees 
      that have accrued or that the Alliance Member has agreed to pay under a 
      Sublicense Addendum or any Order Form, other similar ordering document 
      under this Agreement, or that appear in a Sublicense report. The 
      parties' rights and obligations under Sections 2.5, 2.6, 2.7 and 
      Articles 4, 5, 6, 7, and 8 shall survive termination of this Agreement.

6.6   HANDLING OF PROGRAMS UPON TERMINATION

          If a license granted under this Agreement expires or 
      otherwise terminates, the Alliance Member shall: (a) cease using the 
      applicable Programs; and (b) certify to Oracle within one month after 
      expiration or termination that the Alliance Member has destroyed or has 
      returned to Oracle the Programs and all copies. This requirement 
      applies to copies in all forms, partial and complete, in all types of 
      media and computer memory, and whether or not modified or merged into 
      other materials. Before returning Programs to Oracle, the Alliance 
      Member shall acquire a Return Material Authorization ("RMA") number 
      from Oracle.

7.    INDEMNITY, WARRANTIES, REMEDIES

7.1   INFRINGEMENT INDEMNITY

          Oracle will defend and indemnify the Alliance Member against 
      a claim that Programs infringe a copyright or patent, provided that: 
      (a) the Alliance Member notifies Oracle in writing within 30 days of 
      the claim; (b) Oracle has sole control of the defense and all related 
      settlement negotiations; and (c) the Alliance Member provides Oracle 
      with the assistance, information and authority necessary to perform 
      Oracle's obligations under this Section. Reasonable out-of-pocket 
      expenses incurred by the Alliance Member in providing such assistance 
      will be reimbursed by Oracle.

          Oracle shall have no liability for any claim of infringement 
      based on use of a superseded or altered release of Programs if the 
      infringement would have been avoided by the use of a current unaltered 
      release of the Programs which Oracle provides to the Alliance Member.

          In the event the Programs are held or are believed by Oracle 
      to infringe, Oracle shall have the option, at its expense, to (a) 
      modify the Programs to be noninfringing; (b) obtain for the Alliance 
      Member a license to continue using the Programs; or (c) terminate the 
      license for the infringing Programs and refund the license fees paid 
      for those Programs, prorated over a five year term from the 
      Commencement Date. This Section 7.1 states Oracle's entire liability 
      and the Alliance Member's exclusive remedy for infringement.

7.3   WARRANTIES AND DISCLAIMERS

      A. PROGRAM WARRANTY

          Oracle warrants for a period of one year from the 
      Commencement Date that each unmodified Program for which the Alliance 
      Member has a Supported Program License will perform the functions 
      described in the Documentation provided by Oracle when operated on the 
      Designated System.

      B. MEDIA WARRANTY

          Oracle warrants the tapes, diskettes or other media to be 
      free of defects in materials and workmanship under normal use for 90 
      days from the Commencement Date.

      C. SERVICES WARRANTY

          Oracle warrants that its Technical Support and training 
      services will be performed consistent with generally accepted industry 
      standards. This warranty shall be valid for 90 days from performance of 
      service.

      D. DISCLAIMERS


                                      3





          THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER 
      WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED 
      WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

          ORACLE DOES NOT WARRANT THAT THE PROGRAMS WILL RUN PROPERLY 
      ON ALL HARDWARE, THAT THE PROGRAMS WILL MEET REQUIREMENTS OF THE 
      ALLIANCE MEMBER OR THE SUBLICENSEES OR OPERATE IN THE COMBINATIONS 
      WHICH MAY BE SELECTED FOR USE BY THE ALLIANCE MEMBER OR THE 
      SUBLICENSEES, THAT THE OPERATION OF THE PROGRAMS WILL BE UNINTERRUPTED 
      OR ERROR FREE, OR THAT ALL PROGRAM ERRORS WILL BE CORRECTED. LIMITED 
      PRODUCTION PROGRAMS, PRE-PRODUCTION RELEASES OF PROGRAMS, AND 
      COMPUTER-BASED TRAINING PRODUCTS ARE DISTRIBUTED "AS IS."

          The Alliance Member shall not make any warranty on Oracle's 
      behalf.

7.3   EXCLUSIVE REMEDIES

          For any breach of the warranties contained in Section 7.2 
      above, the Alliance Member's exclusive remedy, and Oracle's entire 
      liability, shall be:

      A. FOR PROGRAMS

          The correction of Program errors that cause breach of the 
      warranty, or if Oracle is unable to make the Program operate as 
      warranted, the Alliance Member shall be entitled to recover the fees 
      paid to Oracle for the Program license.

      B. FOR MEDIA

          The replacement of defective media returned within 90 days of 
      the Commencement Date.

      C. FOR SERVICE

          The performance of the services, or if Oracle is unable to 
      perform the services as warranted, the Alliance Member shall be 
      entitled to recover the fees paid to Oracle for the unsatisfactory 
      services.

7.4   INDEMNIFICATION OF ORACLE

          The Alliance Member agrees to enforce the terms of its 
      Sublicense agreements required by this Agreement and to notify Oracle 
      of any known breach of such terms. The Alliance Member will defend and 
      indemnify Oracle against:

      A. All claims and damages to Oracle arising from any use by the 
      Alliance Member or its Sublicensees of any product not provided by 
      Oracle but used in combination with the Programs if such claim would 
      have been avoided by the exclusive use of the Programs;

      B. All claims and damages to Oracle caused by the Alliance 
      Member's failure to include the required contractual terms set forth in 
      Section 2.3.B hereof in each Sublicense agreement; and

      C. All claims and damages to Oracle caused by Sublicensees' 
      breach of any of the applicable provisions required by Section 2.3 
      hereof.

7.5   EQUITABLE RELIEF

          The Alliance Member acknowledges that any breach of its 
      obligations with respect to proprietary rights of Oracle will cause 
      Oracle irreparable injury for which there are inadequate remedies at 
      law and that Oracle shall be entitled to equitable relief in addition 
      to all other remedies available to it.

8.    GENERAL TERMS AND CONDITIONS

8.1   NONDISCLOSURE

          Neither party shall, without first obtaining the written 
      consent of the other party disclose the terms and conditions of this 
      Agreement, except as may be required to implement and enforce the terms 
      of this Agreement, or as may be required by legal procedures or by law. 
      No other information exchanged between the parties shall be deemed 
      confidential unless the parties otherwise agree in writing. The 
      Alliance Member shall not disclose the results of benchmark tests or 
      other evaluation of the Programs to any third party without Oracle 
      prior written approval.

8.2   COPYRIGHTS

          The Programs are copyrights by Oracle. The Alliance Member 
      shall retain all Oracle copyright notices on the Programs used by the 
      Alliance Member under its Development Licenses or Marketing Support 
      Licenses. The Alliance Member shall include the following on all copies 
      of the Programs in software Value-Added Packages incorporating the 
      Programs distributed by the Alliance Member.

      A. A reproduction of Oracle's copyright notice; or

      B. A copyright notice indicating that the copyright is vested in 
      Alliance Member containing the following. 

      1. A "c" in a circle and the word "copyright";

      2. The Alliance Member's name';

      3. The date of copyright; and

      4. The worlds "All Rights Reserved."

          Such notices shall be placed on the Documentation, the 
      sign-on screen for any software Value-Added package incorporating the 
      Programs, and the diskette or tape labels. Notwithstanding any 
      copyright notice by the Alliance Member to the contrary, the copyright 
      to the Program included in any such application package shall remain in 
      Oracle. Other than as specified above, on any reproduction or 
      translation of any Programs, Documentation, or promotional material, the 
      Alliance Member agrees to reproduce Oracle's copyright notices intact.

8.3   TRADEMARKS

          "Oracle" and any other trademarks and service marks adopted 
      by Oracle to identify the Programs and other Oracle products and 
      services belong to Oracle; the Alliance Member will have no rights in 
      such marks except as expressly set forth herein and as specified in 
      writing from time to time. The Alliance Member's use of Oracle's 
      trademarks shall be under Oracle's trademark policies and procedures in 
      effect from time-to-time. The Alliance Member agrees not to use the 
      trademark "ORACLE," or any mark beginning with the letters "Ora," or 
      any other mark likely to cause confusion with the trademark "ORACLE" as 
      any portion of the Alliance Member's tradename, trademark for the 
      Alliance Members Value-Added Package, or trademark for any other 
      products of the Alliance Member. The Alliance Member shall have the 
      right to use the trademark "ORACLE" and other Oracle trademarks solely 
      to refer to Oracle's Programs, products and services.


                                       4





          The Alliance Member agrees with respect to each registered 
      trademark of Oracle, to include in each advertisement, brochure, or 
      other such use of the trademark symbol "circle R" and the following 
      statement:

          _________ is a registered trademark of Oracle Corporation, 
          Redwood City, California.

          Unless otherwise notified in writing by Oracle, the Alliance 
      Member agrees, with respect to every other trademark of Oracle, to 
      include in each advertisement, brochure, or other such use of the 
      trademark, the symbol "TM" and the following statement:

          _________ is a trademark of Oracle Corporation.
          Redwood City, California

          The Alliance Member shall not market the Oracle Programs in 
      any way which implies that the Oracle Programs are the proprietary 
      product of the Alliance Member or of any party other than Oracle.
      Oracle shall not have any liability to the Alliance Member for any 
      claims made by third parties relating to the Alliance Member's 
      use of Oracle's trademarks.

8.4   RELATIONSHIPS BETWEEN PARTIES

          In all matters relating to this Agreement, the Alliance 
      Member will act as an independent contractor. The relationship between 
      Oracle and the Alliance Member is that of licensor/licensee. Neither 
      party will represent that it has any authority to assume or create any 
      obligation, express or implied, on behalf of the other party, nor to 
      represent the other party as agent, employee, franchisee, or in any 
      other capacity. Nothing in this Agreement shall be construed to limit 
      either party's right to independently develop or distribute software 
      which is functionally similar to the other party's product, so long as 
      proprietary information of the other party is not included in such 
      software.

8.5   ASSIGNMENT

          The Alliance Member may not assign or otherwise transfer any 
      rights under this Agreement without Oracle's prior written consent.

8.6   NOTICE

          All notices, including notices of address change, required to 
      be sent hereunder shall be in writing and shall be deemed to have been 
      given when deposited in first class mail to the first address listed in 
      the relevant Order Form (if to the Alliance Member) or to the Oracle 
      address on the Order Form (if to Oracle).

          To expedite order processing, the Alliance Member agrees that 
      Oracle may treat documents faxed by the Alliance Member to Oracle as 
      original documents; nevertheless, either party may require the other to 
      exchange original signed documents.

8.7   GOVERNING LAW/JURISDICTION

          This Agreement, and all matters arising out of or relating to 
      this Agreement, shall be governed by the substantive and procedural 
      laws of the State of California and shall be deemed to be executed in 
      Redwood City, California. The parties agree that any legal action or 
      proceeding relating to this Agreement shall be instituted in any state 
      or federal court in San Francisco or San Mateo County, California. 
      Oracle and the Alliance Member agree to submit to the jurisdiction of, 
      and agree that venue is proper in, these courts in any such legal action 
      or proceeding.

8.8   SEVERABILITY

          In the event any provision of this Agreement is held to be 
      invalid or unenforceable, the remaining provisions of this Agreement 
      will remain in full force and effect.

8.9   EXPORT

          The Alliance Member agrees to comply fully with all relevant 
      export laws and regulations of the United States ("Export Law") to 
      assure that neither the Programs, nor any direct product thereof, are 
      (a) exported, directly or indirectly, in violation of Export Laws; or 
      (b) are intended to be used for any purposes prohibited by the Export 
      Laws, including without limitation, nuclear, chemical or biological 
      weapons proliferation.

8.10  LIMITATION OF LIABILITY

          IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, 
      INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF 
      PROFITS, REVENUE, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD 
      PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER 
      PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
      DAMAGES. ORACLE'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT 
      EXCEED THE AMOUNT OF FEES PAID BY THE ALLIANCE MEMBER UNDER THIS 
      AGREEMENT, AND IF SUCH DAMAGES RESULT FROM THE ALLIANCE MEMBER'S USE OF 
      THE PROGRAM OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO FEES PAID 
      FOR THE RELEVANT PROGRAM OR SERVICES GIVING RISE TO THE LIABILITY, 
      PRORATED OVER A FIVE-YEAR TERM FROM THE COMMENCEMENT DATE OF THE 
      APPLICABLE LICENSE OR THE DATA OF PERFORMANCE OF THE APPLICABLE SERVICES.

          The provisions of this Agreement allocate the risks between 
      Oracle and the Alliance Member. Oracle's pricing reflects this 
      allocation of risk and the limitation of liability specified herein.

8.11  FEDERAL GOVERNMENT SUBLICENSES

          If the Alliance Member grants a Sublicense to the United 
      States government, the Programs shall be provided with "Restricted 
      Rights" and the Alliance Member will place a legend, in addition to 
      applicable copyright notices, on the documentation, and on the tape or 
      diskette label, substantially similar to the following:

                           RESTRICTED RIGHTS LEGEND

      "Use, duplication of disclosure by the Government is subject to 
      restrictions as set forth in subparagraph(c)(1)(ii) of the Department 
      of Defense Regulations Supplement ("DFARS") 252.227-7013, Rights in 
      Technical Data and Computer Software (October 1988) and Federal 
      Acquisition Regulation ("FAR") 52.227-14, Rights in Data-General, 
      including Alternate III (June 1987), as applicable. Oracle Corporation, 
      500 Oracle Parkway, Redwood City, CA 94065."

8.12   WAIVER

          The waiver by either party of any default or breach of this 
      Agreement shall not constitute a waiver of any other or subsequent 
      default or breach. Except for actions of non-payment or breach of 
      Oracle's proprietary rights in the Programs, no action,


                                       5





      regardless of form, arising out of this Agreement may be brought by 
      either party more than one year after the cause of action has accrued.

      ENTIRE AGREEMENT

          This Agreement constitutes the complete agreement between the 
      parties and supersedes all prior or contemporaneous agreements or 
      representations, written or oral, concerning the subject matter of this 
      Agreement. This Agreement may not be modified or amended except in a 
      writing signed by a duly authorized representative of each party; no 
      other act, document, usage or custom shall be deemed to amend or modify 
      this Agreement. This Agreement may be executed in any number of 
      counterparts, each of which shall be an original and all of which shall 
      constitute together but one and the same document.

          It is expressly agreed that the terms of this Agreement and any 
      Order Form shall supersede the terms in any Alliance Member purchase 
      order or other ordering document. This Agreement shall also supersede 
      the terms of any shrinkwrap or break-the-seal license agreement 
      included in any package for Oracle-furnished software, except terms 
      contained in such license agreement that grant specific use rights for 
      the Programs.


The Effective Date of this Agreement shall be 28-Jun-96.

EXECUTED BY VANTIVE CORPORATION:     EXECUTED BY ORACLE CORPORATION:

Authorized Signature: /s/ Mike Loo   Authorized Signature:  /s/ Lloyd Alexander
                     -------------                         --------------------

Name:   Mike Loo                     Name:   Lloyd Alexander
      ----------------------------         ------------------------------------

Title:   VP Finance                  Title:  Manager - Western Region
                                             Channels Sales Support
      ----------------------------         ------------------------------------


Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
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