Asset Purchase Agreement - NCR Corp. and BEA Systems Inc.


                            ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this "Agreement") is entered into and
effective as of May 19, 1998 (the "Execution Date"), by and between NCR
Corporation, a Maryland corporation with a place of business at 1700 S.
Patterson Boulevard, Dayton, OH 45479-0001 ("NCR"), and BEA Systems, Inc., a
Delaware corporation with a place of business at 385 Moffett Park Drive,
Sunnyvale, CA 94089 ("BEA").

1.   STATEMENT OF PURPOSE

     1.1.  NCR desires to sell to BEA, and BEA desires to purchase from NCR, the
           Assets;

     1.2.  BEA desires to acquire the Software technology currently owned and
           being developed by NCR for further development by BEA to render the
           Software technology suitable for sale to BEA customers, with the
           purpose of the acquisition being the transfer of the Software
           technology, and the transfer of tangible property (such as Inventory,
           Documentation, and Physical Assets) being merely incidental;

     1.3.  Simultaneously with the consummation of the transactions contemplated
           hereby, NCR and BEA each desires to enter into the Distribution
           Agreement and the Consulting Agreement in connection with such sale;
           and

     1.4.  NOW, THEREFORE, in consideration of the foregoing and the mutual
           representations, warranties, covenants, agreements and conditions set
           forth in this Agreement, and other good and valuable consideration,
           the receipt and sufficiency of which are hereby acknowledged, BEA and
           NCR, intending to be legally bound, hereby agree as follows:

2.   DEFINITIONS

     2.1.  "ACCOUNTS RECEIVABLE" means all accounts receivable of NCR relating
           to the conduct and operation of its business as of the Closing Date
           and all rights of NCR to payment for goods or services rendered by
           NCR on or prior to the Closing Date; provided, however, that the term
           "Accounts Receivable" shall not include any amounts that have not yet
           been billed by NCR to a customer as of the Closing Date pertaining to
           the sale, distribution, license, support or maintenance of, or the
           provision of consulting services with respect to, the Software.


 
                                       2


     2.2.  "AFFILIATE" means, with respect to any Person, any other Person
           directly or indirectly Controlling, Controlled by, or under common
           Control with such first Person.

     2.3.  "APPLICABLE LAW" means any applicable constitution, treaty, statute,
           rule, regulation, ordinance, order, directive, code, interpretation,
           judgment, decree, injunction, writ, determination, award, permit,
           license, authorization, directive, requirement or decision of or
           agreement with or by Governmental Authorities.

     2.4.  "ASSETS" means and includes the following:

            2.4.1.  A copy of the Source Code and a copy of the Object Code (in
                    all existing forms in NCR's possession) for any and all
                    existing versions of the Software for any operating system,
                    including any and all foreign language versions of the same,
                    whether now in existence or in the development stage,
                    whether recorded on paper, magnetic media or other
                    electronic device;

            2.4.2.  the Inventory;

            2.4.3.  the Documentation;

            2.4.4.  the Assumed Contracts;

            2.4.5.  the Physical Assets;

            2.4.6.  the User List;

            2.4.7.  the Proprietary Rights;

            2.4.8.  all goodwill associated with the Assets; and

            2.4.9.  all of NCR's rights under manufacturers' and vendors'
                    warranties relating to items included in the Physical Assets
                    and all similar rights against third parties relating to
                    items included in the Assets to the extent contractually
                    assignable.

     2.5.  "ASSUMED CONTRACTS" means all Customer Agreements, service
           agreements, independent contractor agreements and other agreements
           (including all material related documentation) between NCR and any
           third party to the extent pertaining to the Software (other than any
           such agreements pertaining to Embedded Software Agreements) and which
           are either (a) assignable by NCR to BEA as of the Closing Date or (b)
           assignable by NCR to BEA after the Closing Date.  All such contracts
           which are assignable by NCR to BEA as of the Closing Date are set
           forth on Schedule 2.5 attached hereto and made a part hereof.


 
                                       3

     2.6.  "BEA GROUP" means BEA and its officers, directors, shareholders,
           Affiliates and agents.

     2.7.  "BINARY CODE" means Computer Program code that loads and executes
           without further processing by a software compiler or linker, or that
           results when Source Code is processed by a software compiler.

     2.8.  "CHANGE OF CONTROL" means, with respect to any Person, such Person
           either:

           2.8.1.  becomes a Subsidiary of another Person; or

           2.8.2.  any person or group (within the meaning of Rule 13d-5 under
                  the Exchange Act as in effect on the Execution Date) shall
                  come to own, directly or indirectly, beneficially or of
                  record, voting securities representing more than 50% of the
                  total voting power of such Person; provided, however, that,
                  for the purposes of this definition, the phrase "any person or
                  group" shall exclude E.M. Pincus & Co. and any Affiliate
                  thereof.

     2.9.  "CLAIM" means a written notice asserting a breach of a
           representation, warranty or covenant specified in this Agreement,
           which shall reasonably set forth, in light of the information then
           known to the party giving such notice, a description of and an
           estimate (if then reasonable to make) of the amount involved in such
           breach.

     2.10. "CLOSING" means the closing of the transactions contemplated by this
           Agreement.

     2.11. "CLOSING DATE" has the meaning set forth in Section 3.

     2.12. "COMPUTER PROGRAM" means a list of steps or list of statements
           and/or instructions which are capable when incorporated in a machine-
           readable medium of causing a computer to indicate, perform or achieve
           particular functions, tasks or results.

     2.13. "CONFIDENTIAL INFORMATION" has the meaning set forth in Section 8.1
           hereof.

     2.14. "CONSENTS" means all of the consents or approvals of Governmental
           Authorities and other third parties necessary to sell, transfer and
           assign the Assets to BEA and to otherwise consummate the transactions
           contemplated hereby in compliance with all Applicable Law.

     2.15. "CONSULTING AGREEMENT" means the Consulting Services Agreement by
           and between NCR and BEA to be executed as of the Closing Date,


 
                                       4

           substantially in the form of Exhibit I attached hereto and made a
           part hereof.

     2.16. "CONTROL" means having the power to direct the affairs of a Person
           by reason of either (i) owning or controlling the right to vote a
           sufficient number of shares of voting stock or other voting interest
           of such Person or (ii) having the right to direct the general
           management of the affairs of such Person by contract or otherwise.

     2.17. "CUSTOMER AGREEMENT" means any and all licenses, leases,
           distribution and maintenance agreements whereby NCR has authorized
           any third party to use or distribute any of the Software as of the
           Closing Date; provided, however, that the term "Customer Agreement"
           shall not include any Embedded Software Agreement.

     2.18. "DAMAGES" means all claims, liabilities, demands, impositions,
           causes of action, losses, investigations, proceedings, damages,
           penalties, fines, assessments, deficiencies, interest, expenses and
           judgments, including reasonable attorneys' fees and disbursements.

     2.19. "DISTRIBUTION AGREEMENT" means the Distribution and License
           Agreement by and between NCR and BEA to be executed as of the Closing
           Date, substantially in the form of Exhibit II attached hereto and
           made a part hereof.

     2.20. "DOCUMENTATION" means all documentation in NCR's possession, custody
           or control pertaining to the Software, including, the System
           Documentation and User Documentation for the Software, any marketing
           materials, the Software-related contents of Web pages, product
           specifications, flow charts, diagrams, algorithms, other design
           documentation, training manuals, bug lists, and any electronic
           machine-readable and Source Code versions of the same, and a summary
           of NCR's current promotional activity with respect to the Software,
           any and all Software-related answer books or other records of
           customer service issues and/or responses, and any and all written
           notes, plans and other documentation describing problems with respect
           to the Software and proposed and implemented solutions therefor, if
           any, written proposals with respect to future development of the
           Software, or other matters related to the use, operation, development
           or enhancement of the Software, excluding, however, any such items
           pertaining to Software that is embedded in, or a component of, any
           other products sold or provided by NCR.

     2.21. "EMBEDDED SOFTWARE AGREEMENT" means a Customer Agreement pursuant to
           which the Software is provided by NCR as an embedded part of a larger
           NCR product offering.


 
                                       5

     2.22. "EXECUTION DATE" means the date of this Agreement.

     2.23. "GOVERNMENTAL AUTHORITY" means any government, any governmental
           entity, department, commission, board, agency or instrumentality, and
           any court, tribunal or judicial or arbitrational body, whether
           federal, state or local.

     2.24. "GOVERNMENTAL ORDER" means any order, judgment, injunction, decree,
           stipulation, determination or award entered by or with any
           Governmental Authority.

     2.25. "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
           1976, as amended.

     2.26. "INDEMNIFIED PARTY" means the party who is entitled to
           indemnification for, and to be held harmless with respect to,
           Damages, as provided under the terms and subject to the conditions of
           this Agreement.

     2.27. "INDEMNIFYING PARTY" means the party who is obligated to indemnify,
           and to hold harmless, the other party hereto with respect to Damages,
           as provided under the terms and subject to the conditions of this
           Agreement.

     2.28. "INVENTORY" means all raw materials for, all in-process units, and
           all finished units of, the Software in NCR's possession or control on
           the Closing Date.

     2.29. "ISV" means independent software vendor.

     2.30. "MAINTENANCE AGREEMENT" means the Maintenance Agreement for Non-
           Assumed Contracts and Embedded Software Agreements, by and between
           NCR and BEA, to be executed as of the Closing Date, in a form
           mutually agreed by and between BEA and NCR.

     2.31. "MATERIAL ADVERSE CHANGE" or "MATERIAL ADVERSE EFFECT" means any
           change or effect that is materially adverse to the Assets, the
           business operations related to the Assets or the transactions
           contemplated by this Agreement.

     2.32. "NCR GROUP" means NCR and its officers, directors, shareholders,
           Affiliates and agents.

     2.33. "NCR HOUSE MARKS" means any and all trademarks, trade names, service
           marks, logos and similar designations of source of origin owned by
           NCR excluding Trademarks.


 
                                       6

     2.34. "NON-ASSUMED CONTRACTS" shall mean all Customer Agreements which are
           not assigned to BEA as Assumed Contracts pursuant to this Agreement.

     2.35. "OBJECT CODE" means the fully compiled or assembled series of
           Computer Programs in machine language in either printed form or as
           stored in software media.

     2.36. "OUTSTANDING LICENSE AGREEMENTS" means the license agreements by and
           between NCR and a third party pursuant to which such third party is
           granted certain rights and licenses to the Software, the
           Documentation or the Proprietary Rights and which are set forth on
           Schedule 2.36 attached hereto and made a part hereof.

     2.37. "PATENTS" means the patents, patent applications, and invention
           disclosures which are set forth on Schedule 2.37 attached hereto and
           made a part hereof.  The term Patents includes all divisions,
           reissues, continuations, continuations-in-part, reexaminations, and
           extensions thereof and corresponding foreign patents and patent
           applications corresponding to those patents listed on Schedule 2.37.

     2.38. "PERMITTED LIENS" means (i) liens for Taxes not yet due or payable;
           and (ii) inchoate materialmen's, mechanics', carriers',
           warehousemen's, landlords', workmen's, repairmen's, employees' or
           other like liens arising in the ordinary course of business and for
           which payment is not overdue.

     2.39. "PERSON" shall mean a natural person, a corporation, a partnership,
           a limited liability company, an association, a trust or any other
           entity or organization, including a government or political
           subdivision or an agency or instrumentality thereof.

     2.40. "PHYSICAL ASSETS" means all of the furniture, desks, file cabinets,
           copiers, personal computers, computer servers, test equipment,
           printers and laptops which are used by or necessary to perform the
           duties of the Transferred Employees in connection with the Assets and
           which are set forth on Schedule 2.40, attached hereto and made a part
           hereof; provided. however, that notwithstanding anything contained
           herein to the contrary, Physical Assets shall not include any
           furniture, fixtures, equipment or other facilities that are shared
           across the NCR campus (such as by way of illustration and not of
           limitation, network and video conferencing equipment).

     2.41. "PROPRIETARY RIGHTS" means the Trademarks, the Patents, all
           registered and unregistered copyrights in or to the Software and the
           Documentation and all applications for registration thereof, and all
           know-how, trade 


 
                                       7

           secrets, proprietary processes, formulae, business information, and
           other intellectual and industrial property rights in and to the
           Software or the Documentation.

     2.42. "PURCHASE PRICE"  has the meaning set forth in Section 5.1.

     2.43. "RELATED AGREEMENTS" means all agreements, instruments and
           certificates contemplated hereby and thereby.

     2.44. "SOFTWARE" means all Computer Program(s), data compilation(s) and/or
           other intellectual property of intangible nature for the TOP END
           product more fully described in Schedule 2.44 hereto that are
           expressed in Object Code, and shall consist of the Source Code,
           Binary Code and Object Code therefor as of the date hereof.

     2.45. "SOURCE CODE" means the Computer Programs in human readable form.

     2.46. "SUBSIDIARY" means a corporation, company or other entity (i) more
           than fifty percent (50%) of whose outstanding shares or securities
           (representing the right to vote for the election of directors or
           other managing authority) are, or (ii) which does not have
           outstanding shares or securities, as may be the case in a
           partnership, joint venture, or unincorporated association, but more
           than fifty percent (50%) of whose ownership interest representing the
           right to make the decisions for such corporation, company or other
           entity is, now or hereafter, owned or controlled, directly or
           indirectly, by any other Person, but such corporation, company or
           other entity shall be deemed to be a Subsidiary only so long as such
           ownership or control exists.

     2.47. "SUCCESSOR SOFTWARE" means the Computer Programs for the BEA
           middleware suite of products resulting from the merging and
           integration of BEA's middleware software products, including the
           TUXEDO product offerings, and the Software as contemplated by Section
           6.5 hereof, including the Source Code and Object Code therefor, the
           System Documentation and User Documentation therefor, all
           enhancements, updates, revisions, error corrections and upgrades
           pertaining thereto.

     2.48. "SYSTEM DOCUMENTATION" means documentation, however recorded, other
           than Source Code, which documents collectively the design and details
           of a particular software program and provides information to enable a
           reasonably knowledgeable computer programmer to make enhancements,
           revisions and modifications.

     2.49. "TAXES" OR INDIVIDUALLY "TAX," means any federal, state, local or
           foreign taxes, assessments, interest, penalties, deficiencies, fees
           and other governmental charges or impositions (including without
           limitation, 


 
                                       8


           all income tax, unemployment compensation, social security, payroll,
           sales and use, excise, privilege, property, ad valorem, franchise,
           license, school and any other tax or similar governmental charge or
           imposition).

     2.50. "TAX CODE" means the Internal Revenue Code of 1986, as amended.

     2.51. "THIRD-PARTY CLAIM" means, in respect of the obligations of each
           Indemnifying Party hereunder, a claim asserted against the
           Indemnified Party by a third party.

     2.52. "THRESHOLD AMOUNT" has the meaning set forth in Section 12.4.

     2.53. "TRADEMARKS" means the trademarks, trade names, service marks, logos
           and similar designations of source and origin, and all registrations
           and applications for registration thereof which are set forth on
           Schedule 2.53 attached hereto and made a part hereof and all goodwill
           associated therewith.

     2.54. "TRANSFERRED EMPLOYEES" has the meaning set forth in Section 9.1
           hereof.

     2.55. "USER DOCUMENTATION" shall mean the user documentation needed to
           support and use the Software, which shall include instructions for
           the use of each function thereof and any training materials related
           thereto.

     2.56. "USER LIST" means NCR's user lists, customer lists, mailing lists,
           contact lists, and the like relating to the Software, but shall not
           include any such list pertaining solely to a product in which the
           Software is embedded.  To the extent practical, each such list will
           be in hard copy and in a magnetic format to be specified by BEA;
           provided, however, that NCR shall not be required to incur any
           expenses in providing any such list in any such format.

     2.57. "WAIVER AND CONFIDENTIALITY AGREEMENT" has the meaning set forth in
           Section 6.11.

3.   CLOSING; CONDITIONS TO CLOSING; DELIVERIES

     3.1.  CLOSING.  The Closing shall occur within five (5) business days
           following the satisfaction or waiver of the conditions precedent set
           forth in Sections 3.2 and 3.3 (the "Closing Date") and shall be held
           at the offices of Covington & Burling in Washington, D.C. at 9:00
           a.m. local time, or at such other time and place as NCR and BEA may
           mutually agree.  Notwithstanding the actual time the deliveries of
           the parties hereto are made on the Closing Date, the parties hereto
           agree that the 


 
                                       9


           Closing shall be effective and deemed for all purposes to have
           occurred as of 12:01 a.m., local time, on the Closing Date.

     3.2.  CONDITIONS TO OBLIGATIONS OF NCR TO CLOSE. The obligations of NCR to
           consummate the Closing shall be subject to the satisfaction, on or
           before the Closing Date, of each and every one of the following
           conditions, all or any of which may be waived, in whole or in part,
           by NCR, provided, however, that in the event that any or all of such
           conditions are waived, such waiver shall be for all purposes and not
           only for purposes of  closing the transactions contemplated hereby,
           and the conditions so waived shall not serve as a basis for
           indemnification under Section 12 hereof.

           3.2.1.  REPRESENTATIONS AND WARRANTIES; COVENANTS.

                   3.2.1.1.  The representations and warranties of BEA contained
                             in this Agreement shall be true and correct in all
                             material respects as of the Closing, with the same
                             force and effect as if made as of the Closing; and

                   3.2.1.2.  The covenants and agreements contained in this
                             Agreement to be complied with by BEA at or prior to
                             the Closing shall have been complied with in all
                             material respects.

           3.2.2.  COMPLIANCE WITH HSR ACT. Any waiting periods (and any
                   extension thereof) applicable to the transactions
                   contemplated by this Agreement under applicable U.S. and
                   foreign antitrust or trade regulation laws and regulations,
                   including under the HSR Act, shall have expired or been
                   earlier terminated, and all governmental consents,
                   authorizations or approvals required in connection with the
                   transactions and their consummation contemplated by this
                   Agreement shall have been obtained or given.

           3.2.3.  NO ORDER. No action or proceeding shall have been instituted
                   against NCR or any of its Affiliates or any officer or
                   director of NCR or any of its Affiliates which seeks to, or
                   would render it unlawful as of the Closing to effect the
                   transactions contemplated hereby in accordance with the terms
                   hereof or creates or poses a risk of creating a limitation on
                   NCR to own the BEA Shares, and no such action shall seek
                   damages in a material amount by reason of the consummation of
                   the transactions contemplated hereby.


 
                                       10

           3.2.4.  OPINIONS OF COUNSEL. NCR shall have received from Ed Durney,
                   Esq., General Counsel of BEA, and Morrison & Foerster,
                   counsel to BEA, opinions dated as of the Closing Date in form
                   and substance reasonably satisfactory to NCR.

           3.2.5.  DELIVERIES. BEA shall have made or stand willing and able to
                   make all the deliveries to NCR set forth in Section 3.5.

     3.3.  CONDITIONS TO OBLIGATIONS OF BEA.  The obligations of BEA to
           consummate the Closing shall be subject to the satisfaction, on or
           before the Closing Date, of each and every one of the following
           conditions, all or any of which may be waived, in whole or in part,
           by BEA, provided, however, that in the event that any or all of such
           conditions are waived, such waiver shall be for all purposes and not
           only for purposes of  closing the transactions contemplated hereby,
           and the conditions so waived shall not serve as a basis for
           indemnification under Section 12 hereof..

           3.3.1.  REPRESENTATIONS AND WARRANTIES; COVENANTS.

                   3.3.1.1.  The representations and warranties of NCR contained
                             in this Agreement shall be true and correct in all
                             material respects as of the Closing, with the same
                             force and effect as if made as of the Closing; and

                   3.3.1.2.  The covenants and agreements contained in this
                             Agreement to be complied with by NCR at or prior to
                             the Closing shall have been complied with in all
                             material respects.

           3.3.2.  COMPLIANCE WITH HRS ACT. Any waiting periods (and any
                   extension thereof) applicable to the transactions
                   contemplated by this Agreement under applicable U.S. and
                   foreign antitrust or trade regulation laws and regulations,
                   including under the HSR Act, shall have expired or been
                   earlier terminated, and all governmental consents,
                   authorizations or approvals required in connection with the
                   transactions and their consummation contemplated by this
                   Agreement shall have been obtained or given.

           3.3.3.  NO ORDER. No action or proceeding shall have been instituted
                   against BEA or any of its Affiliates or any officer or
                   director of BEA or any of its Affiliates which seeks to, or
                   would, render it unlawful as of the Closing to effect the
                   transactions contemplated hereby in accordance with the terms
                   hereof or 


 
                                       11

                   would restrain, prohibit or otherwise interfere with the
                   effective operation or enjoyment by BEA of all or any
                   material portion of the Assets or with the effective transfer
                   of the Transferred Employees as contemplated hereby, and no
                   such action shall seek damages in a material amount by reason
                   of the consummation of the transactions contemplated hereby.

           3.3.4.  CONSENTS AND APPROVALS. Each of the Consents shall have been
                   duly obtained and delivered to BEA with no material adverse
                   conditions imposed by any such Consent and no Material
                   Adverse Change to the terms of any Assumed Contract with
                   respect to which any Consent is obtained.

           3.3.5.  EMPLOYMENT OF TRANSFERRED EMPLOYEES. Those Transferred
                   Employees whose name on Schedule 9.1 bears an asterisk shall
                   have accepted employment with BEA, conditioned upon the
                   occurrence of the Closing, pursuant to an offer of employment
                   extended by BEA in satisfaction of its obligations under
                   Section 9.1.

           3.3.6.  OPINIONS OF COUNSEL. BEA shall have received from Jon Hoak,
                   Esq., Senior Vice President and General Counsel of NCR, and
                   Covington & Burling, counsel to NCR, opinions dated as of the
                   Closing Date in form and substance reasonably satisfactory to
                   BEA.

           3.3.7.  NO MATERIAL ADVERSE CHANGE. There shall not have occurred any
                   Material Adverse Change since the date of this Agreement.

           3.3.8.  DELIVERIES.  NCR shall have made or stand willing and able
                   to make all the deliveries to BEA set forth in Section 3.4.

     3.4.  DELIVERIES BY NCR.  Prior to or on the Closing Date, NCR shall
           deliver, or cause to be delivered, to BEA the following, in form and
           substance reasonably satisfactory to BEA and its counsel:

           3.4.1.  TRANSFER DOCUMENTS.  DULY EXECUTED COPIES OF THE FOLLOWING:

                   3.4.1.1.  Bill of sale, Assignment and Assumption Agreement,
                             in a form mutually agreed by and between BEA and
                             NCR;

                   3.4.1.2.  Intellectual Property Assignment Agreement, in a
                             form reasonably satisfactory to NCR and BEA; and


 
                                       12

                   3.4.1.3.  Other transfer documents which shall be sufficient
                             to vest good and marketable title to the Assets in
                             the name of BEA or its permitted assignees.

           3.4.2.  CONSULTING AGREEMENT.  Duly executed Consulting Agreement.

           3.4.3.  DISTRIBUTION AGREEMENT.  Duly executed Distribution
                   Agreement.

           3.4.4.  MAINTENANCE AGREEMENT.  Duly executed Maintenance
                   Agreement.

           3.4.5.  LEASE AGREEMENT.  Duly executed Office Space Lease
                   Agreement, in a form reasonably acceptable to NCR and BEA.

           3.4.6.  WAIVER AND CONFIDENTIALITY AGREEMENTS. Duly executed copies
                   of the Waiver and Confidentiality Agreements contemplated
                   under Section 6.11 hereof.

           3.4.7.  SECRETARY'S CERTIFICATE. Certificate, dated as of the Closing
                   Date, executed by the Secretary or Assistant Secretary of NCR
                   certifying (i) as to the Charter of NCR, (ii) as to the
                   Bylaws of NCR, (iii) that the resolutions, as attached to
                   such certificate, were duly adopted by the Board of Directors
                   of NCR, authorizing and approving the consummation of the
                   transactions contemplated hereby and that such resolutions
                   remain in full force and effect and (iv) as to the incumbency
                   of the officers of NCR duly authorized to execute and deliver
                   this Agreement and the Related Agreements.

           3.4.8.  OFFICER'S CERTIFICATE. Certificate, dated as of the Closing
                   Date, executed by the President or Vice President of NCR,
                   certifying that: (i) the representations and warranties of
                   NCR in this Agreement are true and complete at and as of the
                   Closing Date (except for representations and warranties that
                   by their terms are made as of a specified date and except for
                   changes that are contemplated by this Agreement or occur in
                   the ordinary course of business which do not singly or in the
                   aggregate have a Material Adverse Effect) and (ii) NCR has
                   performed all of its obligations and has complied in all
                   material respects with all of its covenants set forth in this
                   Agreement to be performed or complied with on or prior to the
                   Closing Date.

           3.4.9.  GOOD STANDING CERTIFICATE.  A certificate as to the good
                   standing of NCR, issued by the Secretary of State of the 
                   State of


 
                                       13

                   Maryland, dated no more than ten (10) days prior to the
                   Closing.

           3.4.10. OTHER. Such other evidence of the performance of all
                   covenants and satisfaction of all conditions required of NCR
                   by this Agreement, at or prior to the Closing, as BEA or its
                   counsel may reasonably require.

     3.5.  DELIVERIES BY BEA.  Prior to or on the Closing Date, BEA shall
           deliver, or cause to be delivered, to NCR the following, in form and
           substance reasonably satisfactory to NCR and its counsel:

           3.5.1.  PURCHASE PRICE. The Purchase Price in cash by wire transfer
                   of immediately available funds.

           3.5.2.  BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT. Duly
                   executed Bill of Sale, Assignment and Assumption Agreement,
                   substantially in the form of Exhibit V hereto.

           3.5.3.  CONSULTING AGREEMENT. Duly executed Consulting Agreement.

           3.5.4.  DISTRIBUTION AGREEMENT. Duly executed Distribution Agreement.

           3.5.5.  MAINTENANCE AGREEMENT. Duly executed Maintenance Agreement.

           3.5.6.  SECRETARY'S CERTIFICATE. Certificate, dated as of the Closing
                   Date, executed by the Secretary or Assistant Secretary of BEA
                   certifying (i) as to the Certificate of Incorporation of BEA,
                   (ii) as to the Bylaws of BEA, (iii) that the resolutions, as
                   attached to such certificate, were duly adopted by the Board
                   of Directors of BEA, authorizing and approving the execution
                   of this Agreement and the Related Agreements and the
                   consummation of the transactions contemplated hereby and
                   thereby and that such resolutions remain in full force and
                   effect and (iv) as to the incumbency of the officers of BEA
                   duly authorized to execute and deliver this Agreement and the
                   Related Agreements.

           3.5.7.  OFFICER'S CERTIFICATE. Certificate, dated as of the Closing
                   Date, executed by the President or Vice President of BEA,
                   certifying that (i) the representations and warranties of BEA
                   in this Agreement are true and complete at and as of the
                   Closing Date (except for representations and warranties that
                   by their terms are made as of a specified date and except for
                   changes that are 


 
                                       14

                   contemplated this Agreement) and (ii) BEA has performed all
                   of its obligations and has complied in all material respects
                   with all of its covenants set forth in this Agreement to be
                   performed or complied with on or prior to the Closing Date.

           3.5.8.  GOOD STANDING CERTIFICATE. A certificate as to the good
                   standing of BEA, issued by the Secretary of State of the
                   State of Delaware, dated not more than ten (10) days prior to
                   the Closing.

           3.5.9.  OTHER. Such other evidence of the performance of all
                   covenants and satisfaction of all conditions required of BEA
                   by this Agreement, at or prior to the Closing, as NCR or its
                   counsel may reasonably require.

4.   SALE AND PURCHASE OF ASSETS

           4.1.1.  TRANSFER OF ASSETS. Pursuant to the terms and subject to the
                   conditions set forth in this Agreement, NCR hereby agrees to
                   sell, grant, transfer, convey, assign and deliver to BEA on
                   the Closing Date, and BEA agrees to purchase and acquire from
                   NCR on the Closing Date, all right title and interest of NCR
                   in and to the Assets.

           4.1.2.  Subject to the provisions of Section 4.1.1., hereof, the
                   Software will be transferred by NCR to BEA by electronic
                   means directly into the permanent storage memory of computer
                   hardware owned by BEA. The transfer of the Software will
                   occur on the Closing Date but shall occur subsequent to and
                   shall be separate and apart from the transfer of all other
                   Assets, including Documentation, and any printed form of the
                   Object Code and Source Code, to BEA. With respect to the
                   transfer of the Software, NCR shall maintain complete and
                   exclusive control over all personal property (including
                   personal property owned by BEA) used to effectuate the
                   transfer and BEA shall not thereafter obtain possession of
                   the computer diskettes, tape, or other media used by NCR to
                   effectuate such transfer. The intent of this Section 4.1.2.,
                   is to structure the transfer of the Software by electronic
                   means as set forth in this Section 4.1.2., to minimize the
                   California sales and use Tax due on such transfer. The
                   language of this Section 4.1.2 shall be construed to achieve
                   as nearly as possible the intent specified herein.

     4.2.  ASSUMPTION OF ASSUMED CONTRACTS.  Pursuant to the terms and subject
           to the conditions set forth in this Agreement, effective upon
           Closing, NCR 


 
                                       15

           shall assign to BEA all of NCR's rights and obligations under the
           Assumed Contracts, which are assignable by NCR to BEA as of the
           Closing Date, and BEA shall accept such assignment and shall assume
           all responsibilities and obligations of NCR under such Assumed
           Contracts. Following the Closing Date, and pursuant to the terms and
           conditions set forth in this Agreement, NCR shall assign to BEA all
           of NCR's rights and obligations under, and BEA shall accept such
           assignment and shall assume all responsibilities and obligations of
           NCR under, the Assumed Contracts which are assignable by NCR to BEA
           after the Closing Date.

     4.3.  LIMITATION ON ASSUMPTION.  BEA shall not assume, pay or discharge or
           in any respect be liable for any liability, obligation, commitment or
           expense of NCR with respect to the Assumed Contracts other than those
           which accrue (a) after the Closing Date with respect to Assumed
           Contracts assigned to BEA upon Closing, or (b) after the effective
           date of the assignment with respect to any Assumed Contract assigned
           to BEA after the Closing Date.

5.   CONSIDERATION

     5.1.  TRANSFER OF ASSETS.  Pursuant to the terms and subject to the
           conditions of this Agreement, in consideration for the sale,
           transfer, conveyance, and assignment of the Assets, BEA agrees to pay
           to NCR the following purchase price (the "Purchase Price"):  Ninety-
           Two Million, Four Hundred Thousand Dollars ($92,400,000), payable at
           the Closing by wire transfer of immediately available funds in
           accordance with the wire transfer instructions delivered to BEA by
           NCR no later than three (3) business days prior to the Closing.

     5.2.  ALLOCATION OF PURCHASE PRICE.  Within ninety (90) days following the
           Closing Date, BEA will provide to NCR an allocation statement (the
           "Asset Allocation Statement") with BEA's proposed allocation of the
           aggregate consideration payable pursuant to Section 5.1 among the
           Assets.  Within fifteen (15) days after the receipt of such Asset
           Allocation Statement, NCR will propose to BEA any changes to such
           Asset Allocation Statement (and in the event no such changes are
           proposed in writing to BEA within such time period, NCR will be
           deemed to have agreed to, and accepted, the Asset Allocation
           Statement).  NCR and BEA will endeavor in good faith to resolve any
           differences with respect to the Asset Allocation Statement within
           fifteen (15) days after BEA's receipt of written notice of objection
           from NCR.


 
                                       16

           5.2.1.  Subject to Sections 5.2.2., the parties hereto agree (i) to
                   use the allocations set forth in the Asset Allocation
                   Statement provided by BEA to NCR pursuant to Section 5.2.
                   above, for accounting, financial reporting and Tax purposes;
                   (ii) that such allocations shall be in accordance with, and
                   as provided by, Section 1060 of the Tax Code; and (iii) that
                   any Tax returns or other Tax information they may file or
                   cause to be filed with any Governmental Authority or fiscal
                   intermediary shall be prepared and filed consistently with
                   such allocation. The parties agree that, to the extent
                   required, they will each properly and timely file Form 8594
                   in accordance with Section 1060 of the Tax Code.

           5.2.2.  If NCR withholds its consent, in the manner and within the
                   time period specified in Section 5.2, to the allocation
                   reflected in the Asset Allocation Statement, and NCR and BEA
                   have acted in good faith to resolve any differences with
                   respect to items on the Asset Allocation Statement and
                   thereafter are unable to resolve any differences that, in the
                   aggregate, are material, then any remaining disputed matters
                   will be finally and conclusively determined by an independent
                   accounting firm of recognized national standing (the
                   "Allocation Arbiter") selected by NCR and BEA, which firm
                   shall not be the regular accounting firm of NCR or BEA.
                   Promptly, but not later than fifteen (15) days after its
                   acceptance of appointment hereunder, the Allocation Arbiter
                   will determine (based solely on presentations by NCR and BEA
                   and not by independent review) only those matters in dispute
                   and will render a written report as to the disputed matters
                   and the resulting allocation of Purchase Price, which report
                   shall be conclusive and binding upon the parties. NCR and BEA
                   shall share equally in all costs attributable to the review
                   and determination by the Allocation Arbiter.

     5.3.  SALES OR USE TAXES.  All sales, use and other similar Taxes, charges
           and fees, if any, arising out of or in connection with the
           transactions contemplated by this Agreement (other than any income,
           capital gains and other similar Taxes, charges and fees imposed on,
           or imposed in respect of, the income or gain of NCR), shall be paid
           by BEA.  Each of the parties shall cooperate with the other to the
           extent reasonably required and permitted by Applicable Law in order
           to eliminate or minimize any such Tax.  Without limiting the
           foregoing, to the extent any such Tax is imposed, NCR shall prepare
           and file any required Tax returns in connection therewith and BEA
           shall pay and promptly discharge when due the entire amount of any
           such Tax.


 
                                       17

6.   ADDITIONAL OBLIGATIONS; COVENANTS

     6.1.  CONSENTS

           6.1.1.  OBTAINING CONSENTS. NCR will use all commercially reasonably
                   efforts to obtain any Consent required to assign all Assumed
                   Contracts and complete all other transfers and transactions
                   contemplated by this Agreement at NCR's sole expense. NCR
                   will provide BEA with prompt written notice of the effective
                   date of the assignment of any Assumed Contract assigned to
                   BEA after the Closing Date and with a copy of each such
                   Assumed Contract.

           6.1.2.  ALTERNATIVE ARRANGEMENT. In the event and to the extent that
                   NCR is unable to obtain any such Consent, or if any attempted
                   assignment or novation would be ineffective or would
                   restrain, prohibit or otherwise interfere with the effective
                   operation or enjoyment by BEA of all or any material portion
                   of the Assets or with the effective transfer of the
                   Transferred Employees as contemplated hereby, NCR will
                   reasonably cooperate with BEA, to the extent permitted by
                   law, in a reasonable arrangement under which BEA would, to
                   the fullest extent possible, obtain the benefits and assume
                   the obligations with respect to such Asset, in accordance
                   with this Agreement, and nothing contained herein or in any
                   Related Agreements shall be construed to have assigned any
                   such non-assignable contract or agreement.

     6.2.  HSR FILING.

           6.2.1.  FILING OF NOTIFICATION AND REPORT FORM. Each party hereto
                   agrees to make an appropriate filing of a Notification and
                   Report Form pursuant to the HSR Act with respect to the
                   transactions contemplated hereby within five (5) business
                   days of the date hereof and to supply promptly any additional
                   information and documentary material that may be requested
                   pursuant to the HSR Act. Each party shall pay its own costs
                   in connection with the preparation and filing thereof, and
                   the parties shall each pay one-half of the filing fee in
                   connection therewith.

           6.2.2.  ADDITIONAL ACTIONS. Each party shall take such actions as in
                   its sole judgment are appropriate to eliminate any concerns
                   on the part of any Governmental Authority over the
                   enforcement of applicable antitrust laws regarding the
                   legality of the consummation of the transactions contemplated
                   hereby under


 
                                       18

                   any antitrust law; provided, however, that notwithstanding
                   the foregoing, neither party shall be required hereunder to
                   appeal any injunction, to divest any of its assets or to take
                   any other specific step which in its sole judgment would not
                   be in its best interest under the circumstances in order to
                   eliminate such concerns.

     6.3.  NO COMPETING PRODUCTS.

           6.3.1.  MIDDLEWARE STAND ALONE PRODUCTS. During the ten (10)-year
                   period commencing on the Closing Date, NCR shall not,
                   directly or indirectly (including through any Affiliate
                   thereof, whether existing now or in the future), develop or
                   have developed for or on behalf of NCR or any of its
                   Affiliates enterprise middleware Computer Programs having the
                   same or substantially similar features as that of the
                   Software for license or sale by or on behalf of NCR or any of
                   its Affiliates as an independent, stand-alone product (i.e.,
                   a product not licensed or sold as a component or part of, or
                   otherwise embedded in, a substantial additional program).

           6.3.2.  MIDDLEWARE EMBEDDED PRODUCTS. During the five (5)-year period
                   commencing on the Closing Date, NCR shall not, directly or
                   indirectly (including through any Affiliate thereof, whether
                   existing now or in the future), develop or have developed for
                   or on behalf of NCR or any of its Affiliates enterprise
                   middleware Computer Programs having the same or substantially
                   similar features as that of the Software for license or sale
                   by or on behalf of NCR or any of its Affiliates as a
                   component or part of, or otherwise embedded in, a substantial
                   additional program offered or sold by NCR.

           6.3.3.  For purposes of clarification only, and without limiting the
                   restrictions on competing products set forth in paragraphs
                   6.3.1 and 6.3.2, NCR and BEA agree that NCR shall have the
                   right to continue to develop and have developed (a)
                   middleware enterprise Computer Programs (other than the
                   Software) which are included on NCR's published price list,
                   or for which the development is substantially complete, as of
                   the Closing Date, provided that such Computer Programs do not
                   come to have the same or substantially similar features as
                   that of the Software, and (b) Computer Programs which are
                   solely designed to effect the integration of an NCR product
                   offering that is not in violation of this paragraph 6.3 with
                   other generally 


 
                                       19

                   commercially available enterprise middleware Computer
                   Programs.

     6.4.  EXISTING TOP END CUSTOMERS, ISVS, AND BUSINESS PARTNERS.  In addition
           to carrying out NCR's obligations under the Assumed Contracts as
           provided under Section 4, BEA will, to the extent commercially
           reasonable and to the extent the Assumed Contracts pertaining to
           NCR's obligations have been provided to BEA, continue to support all
           NCR Software sales promotions, solutions, customers, ISVs, channel
           partners and business partners for the duration of all contractual
           obligations under the Assumed Contracts.  To the best of NCR's
           knowledge, Schedule 6.4 sets forth a true and complete list of all
           NCR Software customers, ISVs, channel partners and business partners.
           In addition, BEA will, to the extent commercially reasonable,
           continue to support all current and older versions of the Software
           product family in a manner consistent with BEA's standard policies,
           including end-of-life policies and practices.

     6.5.  TOP END PRODUCT ROADMAP.  Promptly following the Closing Date, BEA
           shall issue a press release substantially in the form attached hereto
           as Exhibit V, announcing BEA's commitment to the development of the
           Successor Software, which will merge BEA's TUXEDO and the Software
           and will serve as the basis for BEA's future product offering.  BEA
           agrees that the Software product family will be integrated into the
           Successor Software such that, to the extent commercially reasonable,
           the Successor Software will be a functional "super-set" to what
           TUXEDO offers and to what the Software offers.  The Software features
           and interfaces (including enhancements and modifications thereto
           developed pursuant to the Consulting Agreement) will be supported and
           offered in the Successor Software.  BEA will provide a reasonable
           migration path for customers using the Software to the Successor
           Software.  In the event that BEA does not provide Successor Software
           that is generally commercially available and available to NCR under
           the Distribution Agreement within two (2) years after the Closing
           Date, NCR shall have the right, in addition to any other rights or
           remedies it may have, to require BEA to continue to maintain the
           Software as a viable and competitive product until the Successor
           Software becomes generally commercially available and available to
           NCR under the Distribution Agreement.  From and after the date on
           which the Successor Software becomes generally commercially
           available, BEA shall maintain the Successor Software on BEA's general
           price list for a period of 18 months thereafter.

     6.6.  SUBSEQUENT TOP END PRODUCT RELEASES.  BEA shall produce release 3.0
           of the Software under the Consulting Agreement and subsequent
           maintenance releases and/or patches, as required.  BEA agrees to sell


 
                                       20

           through its sales force TOP END release 2.05 until the earlier to
           occur of (a) the date 18 months after it is made generally available,
           (b) the date it is replaced by the Successor Software, or (c) the
           date of the next release of the Software.

     6.7.  FURTHER ASSURANCES.  NCR agrees that, at any time after the Closing
           Date, upon the request of BEA, it will do, execute, acknowledge and
           deliver, or will cause to be done, executed, acknowledged and
           delivered, all such further acknowledgments, deeds, assignments,
           bills of sale, transfers, conveyances, instruments, consents and
           assurances as may reasonably be required for the better assigning,
           transferring, granting, conveying, assuring and confirming to BEA,
           its successors and assigns, the transfers contemplated by this
           Agreement.

     6.8.  CONDUCT OF BUSINESS OF NCR PENDING THE CLOSING. NCR agrees that,
           during the period from the Execution Date to the Closing:

           6.8.1.  OPERATION. NCR shall (a) cause the business operations
                   related to the Assets to be conducted in the ordinary course
                   consistent with past practice, (b) use commercially
                   reasonably efforts to preserve intact the relevant business,
                   properties and organization with respect thereto in all
                   material respects, (c) use commercially reasonable efforts to
                   maintain the Physical Assets in good operating condition and
                   repair (ordinary wear and tear excepted), and (d) use
                   commercially reasonable efforts to preserve for the benefit
                   of BEA the goodwill of customers, vendors and others having
                   business relations with it related to the Assets; and

           6.8.2.  DISPOSITION OF ASSETS. NCR shall: (a) not sell or dispose of
                   any of the Assets, except in the ordinary course of business
                   consistent with past practice, (b) use commercially
                   reasonable efforts to prevent the occurrence of any event or
                   condition which may have a Material Adverse Effect or would
                   restrain, prohibit or otherwise interfere with the effective
                   operation or enjoyment by BEA of all or any material portion
                   of the Assets or with the effective transfer of the
                   Transferred Employees as contemplated hereby, and (c) not
                   enter into any agreement, in writing or otherwise, that would
                   result in a breach either of the foregoing covenants.

     6.9.  UPDATED SCHEDULES.  NCR shall promptly disclose in writing to BEA any
           information contained in its representations and warranties or any of
           the Schedules hereto which, because of an event occurring after the
           date of this Agreement, is incomplete or is no longer correct as of
           all times 


 
                                       21

           after the Execution Date and until the Closing Date. Any such
           disclosure shall be in the form of an updated Schedule, marked to
           reflect the new or amended information. In the event that NCR makes
           any such disclosure prior to the Closing and the Closing occurs, such
           disclosure shall be deemed to amend and supplement the
           representations and warranties and the applicable Schedule hereto,
           and BEA shall have the right to be indemnified with respect to such
           representations and warranties, and the applicable Schedule thereto
           as so amended and supplemented, but not with respect to any prior
           representation and warranty which has been amended, deleted or
           superseded as a result of such new or amended information. Nothing
           contained in this Section 6.9 shall be construed as changing any
           party's right to terminate this Agreement as provided in Section 13.

     6.10. NOTICE OF CERTAIN MATTERS.  NCR shall give prompt written notice to
           BEA, and BEA shall give prompt written notice to NCR, of any failure
           of NCR or BEA, as the case may be, to comply with or satisfy any
           covenant, condition or agreement to be complied with or satisfied by
           it hereunder.

     6.11. WAIVER AND CONFIDENTIALITY AGREEMENTS.  NCR shall use its reasonable
           best efforts to deliver to BEA on or before the Closing Date a copy
           of a Waiver and Confidentiality Agreement, in a form reasonably
           acceptable to BEA (the "Waiver and Confidentiality Agreement"),
           executed by each of the NCR employees, agents or consultants listed
           in Schedule 6.11 hereto.

     6.12. ACCESS TO RECORDS.  Each party agrees to allow representatives of
           the other party after the Closing, upon reasonable written notice,
           access to any books and records relating to the Assets or the
           Transferred Employees for the purpose of filing and supporting Tax
           returns and Tax audits of such other party or defending any Claim
           relating thereto or any Third Party Claim.  Each party shall preserve
           such books and records as necessary to support tax returns of the
           other party relating to the Assets or the Transferred Employees and
           to notify the other party prior to destruction of any such records
           relating to periods prior to the Closing if the destruction thereof
           is scheduled to occur within five (5) years after the Closing Date,
           and the other party shall be permitted, upon reasonable written
           notice, to take possession of such records at its sole expense.
           Nothing herein shall be deemed to constitute a waiver of any
           attorney-client, work-product or joint-defense privilege.


 
                                       22

7.   OWNERSHIP OF INTELLECTUAL PROPERTY; LICENSES

     7.1.  LICENSE TO USE NCR HOUSE MARKS.  NCR hereby grants to BEA a non-
           exclusive, royalty free license to use, commencing on the Closing
           Date, the NCR House Marks in connection with BEA's marketing,
           distribution and licensing of the Software, the Documentation, and
           modifications thereto, and goods and services related to the
           Software, subject to the following:  (i) the NCR House Marks may be
           used in a manner and with materials that have been reviewed and
           approved by NCR in writing prior to such use, which approval shall
           not be unreasonably withheld, conditioned or delayed; and (ii) such
           usage shall be in accordance with NCR's then-current trademark usage
           policies as provided and updated by NCR.  The license to BEA to the
           NCR House Marks shall expire, without any further actions by the
           parties hereto, upon the earlier of (x) the second anniversary of the
           Closing Date or (y) termination of this Agreement, the Distribution
           Agreement or the Consulting Agreement due to a breach or default by
           BEA of its obligations thereunder.

     7.2.  OWNERSHIP OF TRADEMARKS.  Subject to the non-exclusive license in the
           NCR House Marks granted herein to BEA, NCR shall own all NCR House
           Marks and any goodwill which may accrue to such marks as a result of
           any of the BEA uses of the NCR House Marks licensed thereunder.  BEA
           shall own the Trademarks transferred herein as part of the Assets,
           together with all other trademarks, service marks, logos, symbols or
           identifiers thereafter after the Closing used or developed by BEA
           (excluding the NCR House Marks) in connection with BEA's use of the
           Assets.  Subject to BEA's obligations pursuant to Section 7.1, each
           of NCR and BEA shall be solely responsible for the protection,
           maintenance and enforcement of their respective trademarks and any
           registrations or applications therefor.

     7.3.  INTERNAL USE LICENSE TO USER LIST, DOCUMENTATION.   BEA hereby grants
           to NCR, its Affiliates and Subsidiaries, a non-exclusive, perpetual,
           paid-up, royalty-free license to use, reproduce and modify the User
           List and Documentation, provided, however, that such license shall be
           limited solely to NCR's internal business purposes and shall be
           perpetual conditioned upon NCR's continuing compliance with its
           obligations to BEA under Sections 6.3 and 8 of this Agreement.

     7.4.  LICENSE UNDER PATENTS.  NCR hereby grants to BEA, its Affiliates and
           Subsidiaries, a non-exclusive, worldwide, perpetual, irrevocable,
           paid-up, royalty-free license, under any patents which NCR now holds
           or may acquire in the future, to make, use, modify, and sell or
           otherwise distribute the Software, or any future versions or
           modifications thereof, 


 
                                       23

           whether stand-alone or as incorporated in or bundled with any other
           software, hardware, firmware, or enhancements.

8.   CONFIDENTIALITY

     8.1.  CONFIDENTIAL INFORMATION.  In the course of the performance of this
           Agreement, NCR and BEA each recognizes that it will obtain, or has
           prior to the Execution Date obtained, access to the confidential,
           proprietary, technical, business and operational information of the
           other, including without limitation the Proprietary Rights (excluding
           the issued Patents) (the "Confidential Information").  Confidential
           Information includes all terms of the transactions contemplated by
           this Agreement.

     8.2.  NON-CONFIDENTIAL INFORMATION. Information shall not constitute
           Confidential Information if:

           8.2.1.  PREVIOUSLY POSSESSED. It is demonstrated to have been in the
                   possession of the receiving party or available to the
                   receiving party prior to the disclosure, without any breach
                   of a duty of confidentiality owed by any party to the
                   disclosing party;

           8.2.2.  SUBSEQUENTLY OBTAINED. The receiving party rightfully obtains
                   the Confidential Information without breach of this
                   Agreement, or any Applicable Laws , from a third party having
                   no duty of confidentiality to the disclosing party;

           8.2.3.  DEVELOPED. It is independently developed by the receiving
                   party without use of the Confidential Information; or

           8.2.4.  AUTHORIZED. The disclosing party authorizes in writing the
                   disclosure of the Confidential Information.

     8.3.  BEA CONFIDENTIAL INFORMATION.  As of the Closing Date, all
           information disclosed by NCR which becomes or is intended to become
           the property of BEA by virtue of the transactions contemplated herein
           constitutes Confidential Information of BEA, as if BEA were the
           disclosing party therefor.

     8.4.  STANDARD OF CARE.  All Confidential Information shall remain the
           exclusive property of the disclosing party, and the receiving party
           may not disclose any Confidential Information of the disclosing party
           for any reason without the prior written consent of the disclosing
           party or make any use of such Confidential Information other than as
           expressly permitted by or necessary to perform its obligations under
           this Agreement or the Related Agreements.  The receiving party shall
           use the same care and discretion, but no less than reasonable care
           and discretion, 


 
                                       24

           to avoid disclosure, publication, or dissemination of Confidential
           Information it has received, as the receiving party employs for
           similar information of its own which it does not desire to publish,
           disclose or disseminate, except to those employees, directors, agents
           and/or permitted subcontractors of the receiving party who have a
           need to know in order to exercise the rights granted or retained
           pursuant to this Agreement and who have agreed in writing to be bound
           by the confidentiality terms of the Agreement. The receiving party
           shall be responsible and liable for breaches of confidentiality
           obligations by its employees, directors, agents and/or permitted
           subcontractors.

     8.5.  REQUIRED DISCLOSURE.  Notwithstanding any other provision of this
           Section 8, if the receiving party is required to disclose any
           Confidential Information pursuant to legal, accounting or regulatory
           requirements, the receiving party shall provide to the disclosing
           party written notice of such required disclosure sufficiently in
           advance thereof to enable the disclosing party to take reasonable
           actions to avoid the requirement of disclosure.  Notwithstanding the
           foregoing, and subject to the prior consent of the other party (such
           consent not to be unreasonably withheld or delayed), either party
           shall have the right to disclose the existence and material terms of
           this Agreement to the extent such party reasonably determines is
           necessary to comply with stock exchange, securities and other similar
           disclosure requirements.  The receiving party shall cooperate with
           all reasonable requests of the disclosing party in connection
           therewith.

     8.6.  SURVIVAL OF COVENANT.  Notwithstanding anything contained herein to
           the contrary, the obligations of the parties under this Section 8
           shall survive for a period of five (5) years from the earlier of the
           Closing Date or the termination of this Agreement pursuant to Section
           13.

9.   EMPLOYEES; LEASE OF SPACE

     9.1.  OFFER OF EMPLOYMENT.  All NCR employees identified on Schedule 9.1
           will receive written offers of employment with BEA, to be delivered
           by BEA not less than ten (10) business days prior to the Closing
           Date, and will not be required to take drug tests or physical
           examinations as a condition of such employment.  All such offers
           shall be contingent upon the Closing and shall be subject to
           acceptance or rejection by such employees prior to Closing.  All such
           employees who have not accepted such offers on the business day
           immediately prior to the Closing Date shall be deemed to have
           rejected such offers.  Those employees who have accepted such offers
           from BEA prior to the Closing Date shall be referred to herein as
           "Transferred Employees."  Upon Closing, each of 


 
                                       25

           the Transferred Employees will cease their employment with NCR and
           shall become employees of BEA.

     9.2.  COMPENSATION/BENEFITS PACKAGE.

           9.2.1.  COMPARABLE COMPENSATION. Subject to the terms of this Section
                   9.2, BEA shall offer the Transferred Employees compensation
                   and benefits packages that are reasonably comparable to those
                   being provided by NCR to the Transferred Employees
                   immediately prior to the Closing Date. BEA shall offer to
                   each Transferred Employee a base salary that is substantially
                   similar to that earned by such employee at NCR on the Closing
                   Date for a position with BEA which is the same or
                   substantially equivalent to the employee's position at NCR
                   immediately prior to the Closing. BEA will offer each
                   Transferred Employee stock options and bonuses consistent
                   with those received by other similarly situated BEA
                   employees. It is understood by both parties, however, that
                   BEA will make vesting of stock options and bonuses contingent
                   on successful completion of the milestones of the Plan of
                   Record under the Consulting Agreement. Prior to the Execution
                   Date, BEA has provided to NCR written confidential
                   information regarding the proposed compensation packages for
                   each Transferred Employee for the purpose of enabling NCR to
                   evaluate independently whether BEA's proposed benefits
                   package is "comparable" to that received by each such
                   employee at NCR and NCR hereby confirms that BEA's proposed
                   compensation packages as disclosed to NCR comply with BEA's
                   obligations hereunder with respect thereto.

           9.2.2.  BENEFITS COVERAGE. To the extent permitted by law or
                   contract, BEA's benefit plans and programs offered to the
                   Transferred Employees shall reflect credit for service with
                   NCR. No pre-existing limitations, waiting periods, or proof
                   of insurability will be imposed by BEA or its benefits plans
                   with respect to initial benefits eligibility of the
                   Transferred Employees. To the extent legally permitted, NCR
                   will distribute the amount in each Transferred Employee's
                   savings account in NCR's 401(K) plan, and BEA will allow each
                   Transferred Employee to rollover the amount to BEA's 401(K)
                   plan. NCR acknowledges and agrees that nothing in this
                   Section 9 shall require BEA to undertake any modification of
                   BEA's existing compensation and benefits practices or to take
                   any action that would tend, in BEA's good faith judgment, to
                   expose BEA to any material liability under 


 
                                       26

                   any law, regulation, court order, ordinance or contract of
                   any kind.

           9.2.3.  ACCRUED BENEFITS. At or before the Closing, NCR shall pay out
                   to all Transferred Employees all accrued vacation, sabbatical
                   or other similar accrued liability owed by NCR to the
                   Transferred Employees as of the Closing Date. BEA shall
                   provide each Transferred Employee who requests vacation time
                   during the first 12 months after Closing with two (2) weeks
                   unpaid vacation, subject to BEA's policies and procedures
                   regarding its employees' exercise of vacation time.

     9.3.  TRANSFERRED EMPLOYEES' LOCATION; OFFICE SPACE.  BEA shall use
           commercially reasonable efforts to provide office space for the
           Transferred Employees which is located within a reasonable proximity
           of  the current NCR Rancho Bernardo, California, location.  NCR and
           BEA agree that the following areas in California shall be deemed to
           be within a reasonable proximity to the current NCR Rancho Bernardo
           location:  Rancho Bernardo, Poway, and Carmel Mountain Ranch, and the
           commercial reasonableness of BEA's efforts shall be evaluated based
           upon, among other things, facility availability and costs.  At BEA's
           election, upon reasonable prior written notice to NCR delivered prior
           to the Closing, NCR shall lease to BEA certain office space at NCR's
           Rancho Bernardo, California, facility pursuant to an Office Space
           Lease Agreement in substantially the form as Exhibit VIII hereto.

     9.4.  NON-SOLICITATION

           9.4.1.  NCR COVENANT. NCR agrees, for itself and its Affiliates, not
                   to re-hire, or directly or indirectly attempt to re-hire, for
                   a period of twelve (12) months from the Closing Date, any of
                   the Transferred Employees.

           9.4.2.  BEA COVENANT. BEA agrees, for itself and its Affiliates, not
                   to solicit for employment or hire, or directly or indirectly
                   attempt to solicit for employment or hire, for a period of
                   two (2) years from the Closing Date, any employee of NCR with
                   whom BEA came into contact through the negotiation or
                   performance of this Agreement.

           9.4.3.  PERMITTED EXCEPTION. Notwithstanding the foregoing to the
                   contrary, BEA shall not be in breach of its obligations under
                   Section 9.4.2 hereof if BEA solicits for employment or hires
                   NCR professional services employees with expertise in the
                   Software in Europe and/or Asia/Pacific who have been
                   identified to BEA by NCR. NCR agrees that at its discretion,


 
                                       27

                   during the six (6) months following the Closing Date, it
                   shall assist BEA by identifying a reasonable number of such
                   personnel and by providing introductions to them for BEA
                   representatives.

10.  REPRESENTATIONS AND WARRANTIES OF NCR

     NCR hereby represents and warrants to BEA as of the date hereof and as of
     the Closing Date as follows:

     10.1. ORGANIZATION AND STANDING; CERTIFICATE AND BYLAWS.  NCR is a
           corporation duly organized and existing under, and by virtue of, the
           laws of the state of Maryland and is in good standing under such
           laws.  NCR has the requisite corporate power to own and operate its
           properties and assets and to carry on its business as currently and
           previously conducted and as proposed to be conducted.  NCR is duly
           qualified to transact business and is in good standing in each
           jurisdiction in which the failure to so qualify would have a material
           adverse effect on its business or properties.

     10.2. CORPORATE POWER.  NCR has all requisite corporate power to execute
           and deliver this Agreement and the Related Agreements and to carry
           out and perform its obligations under the terms hereof and thereof.

     10.3. AUTHORIZATION.  All corporate action on the part of NCR, its
           directors and its stockholders necessary for the authorization,
           execution, delivery and performance of this Agreement and the Related
           Agreements has been taken.  This Agreement and the Related
           Agreements, when executed and delivered by NCR, will constitute valid
           and binding obligations of NCR enforceable in accordance with their
           respective terms, except as enforceability may be limited by
           bankruptcy, insolvency, reorganization, moratorium and other similar
           laws from time to time in effect affecting the enforcement of
           creditors' rights generally and except as enforcement of remedies may
           be limited by general equitable principles.

     10.4. COMPLIANCE WITH OTHER INSTRUMENTS, NO CONSENTS, ETC.  The execution,
           delivery and performance of and compliance with this Agreement and
           the Related Agreements will not result in any violation of, or
           conflict with, or constitute a default under NCR's Charter or Bylaws,
           or under any material agreement to which NCR is a party, or result in
           the creation of, any mortgage, pledge, lien, encumbrance or charge
           upon the Assets.  Except as set forth in Schedule 10.4, and except
           with respect to the filing of a Premerger Notification Report under
           the HSR Act, no Consent is required to be obtained on the part of NCR
           to permit the consummation 


 
                                       28

           of the transactions contemplated by this Agreement. NCR is not in
           violation of any term of its Charter or Bylaws, or in any material
           respect of any term or provision of any mortgage, indebtedness,
           indenture, contract, agreement, instrument, judgment or decree,
           order, statute, rule or regulation applicable to NCR.

     10.5. LITIGATION, ETC.  Except as otherwise disclosed on Schedule 10.5,
           there are no actions, suits, proceedings, oppositions, interferences,
           cancellation proceedings, challenges, or other legal or governmental
           proceedings (nor, to the best of NCR's knowledge, investigations
           pending against NCR or its officers or properties before any court,
           arbitrator or governmental agency)(the foregoing collectively
           referred to as "Actions"), nor, to the best of NCR's knowledge, is
           there any threat of any of the foregoing Actions; provided, however,
           that with respect to Actions arising out of activities outside the
           United States of America, or exclusively arising under and subject to
           jurisdictions outside the United States of America, the foregoing
           representation and warranty is made only to the extent that such
           Actions, individually or in the aggregate, would not result in a
           Material Adverse Effect.  NCR is not a party to or subject to the
           provisions of any Governmental Order that, in any such case,
           questions the validity of this Agreement and/or any of the Related
           Agreements or any action taken or to be taken by NCR in connection
           herewith or therewith, or that challenges the validity,
           enforceability or ownership by NCR of any of the Proprietary Rights.
           There is no action, suit, proceeding or investigation by NCR
           currently pending or that NCR currently intends to initiate that
           questions or has the potential to harm the validity of this Agreement
           and/or any of the Related Agreements or any action taken or to be
           taken by NCR in connection herewith or therewith, or the validity,
           enforceability, use or ownership by NCR of any of the Proprietary
           Rights.

     10.6. OWNERSHIP OF ASSETS.  NCR owns all of the Assets free and clear of
           all liens, security interests and other encumbrances other than
           Permitted Liens and Outstanding License Agreements.

     10.7. DISCLOSURE.  The representations and warranties of NCR contained in
           this Agreement and the Related Agreements do not contain any untrue
           statement of a material fact or omit to state a material fact
           necessary in order to make the statements contained herein or therein
           not misleading in light of the circumstances under which they were
           made.  NCR has no present intention to transfer this Agreement or any
           of its rights or obligations hereunder or under the Related
           Agreements to any third party or any of its Affiliates.

     10.8. TITLE TO ASSETS.


 
                                       29

           10.8.1. NO LIENS. Except as otherwise disclosed on Schedule 10.8.1
                   and subject to any Permitted Liens or Outstanding License
                   Agreements, NCR has good and marketable title to all of the
                   Assets, including the Software, the Documentation, the User
                   List, and the Proprietary Rights, and has the sole and
                   exclusive right to use, sell, license, dispose of or bring
                   actions for the infringement of the Proprietary Rights or any
                   of the other Assets.

           10.8.2. REGISTRATIONS. Schedule 2.37 sets forth a complete and
                   correct list of all patents, patent applications and
                   invention disclosures regarding or relating solely to
                   technology used in or necessary for the use and development
                   of the Assets or the operation, use, licensing and sale of
                   the Software. Schedule 2.53 sets forth a complete and correct
                   list of all trademarks, trade names, service marks, logos and
                   similar designations of source and origin, and all
                   registrations and applications for registration thereof
                   related to or used in connection with the Software. Schedule
                   10.8.2 contains a complete and correct list of all registered
                   copyrights and copyright applications (collectively the
                   "Additional Registrations") and all material unregistered
                   Proprietary Rights. NCR currently is listed in the records of
                   the appropriate United States, state or foreign agency as the
                   sole owner of record for each registration identified on
                   Schedules 2.37, 2.53 and 10.8.2 ("Registrations"). All of the
                   Registrations have been duly maintained, including the
                   submission of all necessary filings in accordance with the
                   legal and administrative requirements of the appropriate
                   jurisdictions, have not lapsed, expired or been abandoned,
                   and are valid, subsisting, in proper form and enforceable.
                   Each of Schedule 2.37, 2.53, and 10.8.2 sets forth all
                   submissions and fees due or payable in connection with any
                   registrations and applications listed on such schedules on or
                   before six (6) months after the Execution Date.

           10.8.3. FEES. Except as otherwise disclosed in Schedule 10.8.3, NCR
                   has no royalties, honoraria, fees or other payments due and
                   payable to any third party in connection with the Proprietary
                   Rights or other elements of the Assets, including to any
                   Person by reason of ownership, use, licensure, sale or
                   disposition of any of the same, the nonpayment of which has
                   resulted or will result in a Material Adverse Effect.

           10.8.4. NECESSARY PROGRAMS. Except as set forth on Schedule 10.8.4,
                   no third party Computer Programs or other property was used
                   in or is necessary for the development of the Software or


 
                                       30

                   Documentation or is intended to be embedded in, included
                   with, or shipped with the Software (whether as a runtime
                   module or otherwise).

           10.8.5. PUBLIC DISCLOSURE. Except as otherwise disclosed in Schedule
                   10.8.5 and subject to the immediately following sentence, NCR
                   has received no notice that any (and to the best of NCR's
                   knowledge, no) trade secret, know-how, confidential
                   information or other Proprietary Right, including without
                   limitation all Source Code for any version of the Software,
                   has been invalidated or committed to the public domain, nor
                   have the same been disclosed or authorized to be disclosed to
                   a third party other than pursuant to written non-disclosure
                   or confidentiality agreements. The foregoing representation
                   and warranty in this paragraph 10.8.5 is made only to the
                   best of NCR's knowledge with regard to the receipt by NCR of
                   any notice where such notice was received by NCR only outside
                   the United States of America.

           10.8.6. CLAIMS TO PROPRIETARY RIGHTS. Except as otherwise disclosed
                   in Schedule 10.8.6, none of the former or present employees,
                   officers, directors or independent contractors of NCR holds
                   any contractual right, title or interest, directly or
                   indirectly, in whole or in part, in or to any Proprietary
                   Right, or has asserted any claim with regard to any
                   Proprietary Right.

           10.8.7. INFRINGEMENT. (a) Except as otherwise disclosed in Schedule
                   10.8.7, NCR has received no notice that any (and, to its best
                   knowledge, none) of the Assets or the other assets to be
                   transferred by NCR to BEA in accordance with this Agreement,
                   or the use thereof, (i) encroaches or infringes upon any
                   property or rights (including without limitation any
                   copyrights, patents, trade secrets or trademarks) of any
                   third party, or (ii) contravenes any applicable material law
                   or ordinance or any other administrative regulation or
                   violates any restrictive covenant or any provision of
                   material law. The foregoing representation and warranty is
                   made only to the best of NCR's knowledge with regard to the
                   receipt by NCR of any notice where such notice was received
                   by NCR only outside the United States of America.

                   (b) Except as otherwise disclosed in Schedule 10.8.7 and
                   subject to the Permitted Liens and Outstanding License
                   Agreements, there are no agreements or arrangements between
                   NCR and any third party which have any effect upon NCR's


 
                                       31

                   title to or other rights respecting the Assets, including the
                   right to transfer the same as contemplated by this Agreement
                   and the Related Agreements.

    10.9.  CONDITION OF PHYSICAL ASSETS.  The Physical Assets are in good
           operating condition and repair (ordinary wear and tear excepted) and
           are available for immediate use.

    10.10. ADEQUACY OF PROPERTY.  Except as set forth in Schedule 10.10 and
           Schedule 10.8.4, the Assets, the license grant in paragraph 7.4
           hereof, the rights granted to BEA under the Maintenance Agreement,
           and the Assumed Contracts, constitute all of the assets and rights
           necessary to conduct, in all material respects, the business related
           to the Assets as presently conducted (excluding, however, the
           business with respect to the sale, maintenance or development of the
           Software as a product embedded in, or a component of, another product
           offered by NCR).

    10.11. LICENSES AND ASSUMED CONTRACTS.

           10.11.1. LICENSES. Except as set forth in Schedule 10.11.1, each
                    Assumed Contract is valid, binding, and enforceable in
                    accordance with its terms, is in full force and effect, and
                    NCR is not in breach, violation or default under any such
                    license or agreement. Except as disclosed in Schedule
                    10.11.1, neither the execution and delivery by NCR of this
                    Agreement or any Related Agreement, nor the consummation of
                    the transactions contemplated hereby or thereby will result
                    in any breach, violation or default under, or require the
                    consent of any other party to, any such agreement.

           10.11.2. ASSUMED CONTRACTS. Schedule 2.5 contains a complete and
                    correct list of all material contracts, instruments,
                    commitments and agreements relating to the Assets or the
                    other assets to be transferred by NCR to BEA in accordance
                    with this Agreement, including the Assumed Contracts to be
                    transferred to BEA upon Closing. NCR has delivered to BEA
                    correct and complete copies of all Assumed Contracts which
                    are assignable by NCR to BEA as of the Closing Date,
                    including any and all amendments thereto. NCR has
                    specifically identified in Schedule 2.5 the number and
                    extent of all such Assumed Contracts that involve the
                    license of source code. All of the Assumed Contracts are in
                    full force and effect, and NCR is not currently in material
                    breach of any of the terms of the Assumed Contracts. Except
                    as specifically identified in Schedule 2.4, none of the
                    other parties to the Assumed Contracts are not 


 
                                       32

                    performing, or have provided NCR with written notice that it
                    will not be able to perform, the party's obligations under
                    the Assumed Contract. Except as specifically identified in
                    Schedule 2.4, NCR can assign to BEA all of the Assumed
                    Contracts which are assignable by NCR to BEA as of the
                    Closing Date, and after Closing, BEA shall have been
                    assigned all rights of NCR under such Assumed Contracts.

   10.12.  CURRENT USE.  Except as set forth on Schedule 10.12, the
           reproduction, distribution, marketing, manufacture, development, use,
           sale, license, or sublicense of any Proprietary Rights, Software or
           Documentation or any other Asset in the manner currently so done by
           NCR does not (i) violate any license or agreement with any third
           party or (ii) infringe on, or otherwise conflict with, the rights of
           any person, nor has such violation or an infringement been alleged or
           noticed to NCR, and to the best of NCR's knowledge, there is no valid
           basis for any such allegation.  Except as otherwise disclosed in
           Schedule 10.12, NCR has not, in connection with the Assets or any
           portion thereof, received notice, that it or any of its customers or
           distributors has infringed any copyright, patent, trademark, trade
           name, or other intellectual property right of any third party or
           misappropriated or misused any invention, trade secret or other
           proprietary information entitled to legal protection.  NCR has not
           asserted any such claim of infringement, misappropriation or misuses
           against any third party in connection with the Assets.

   10.13.  USER LIST.  To the best of NCR's knowledge, the User List is a
           substantially complete list of the customers other than those
           customers for which the Software is embedded in, or a component of,
           another product sold or provided by NCR.  The only recipients of
           alpha and beta versions of the Software distributed by or on behalf
           of NCR have been NCR customers.

   10.14.  CONFORMANCE OF THE SOFTWARE TO SPECIFICATIONS.  The Software
           performs substantially in accordance with the specifications
           therefore set forth in Schedule 2.44, and there are currently no
           claims or assertions pending or, to the best of NCR's knowledge,
           threatened alleging a failure of the product to so perform.  The
           Software has been reviewed to confirm that it stores, processes
           (including sorting and performing mathematical operations), inputs
           and outputs data containing date information correctly regardless of
           whether the data contains dates before, on, or after January 1, 2000.

   10.15.  NO OTHER REPRESENTATIONS OR WARRANTIES. Except for the
           representations and warranties contained in this Agreement, in the
           Exhibits and Schedules hereto, the agreements specified herein and in


 
                                       33

           the certificates required to be delivered pursuant to or in
           connection herewith, neither NCR nor any other Person acting for NCR
           makes any representation or warranty, express or implied, and NCR and
           BEA hereby disclaim any such representation or warranty, whether by
           NCR or any of its officers, directors, employees, agents,
           representatives or any other Person, with respect to the execution,
           delivery or performance by NCR of this Agreement or the agreements
           specified herein or with respect to the transactions contemplated
           hereby or thereby, including any implied warranties of
           merchantability and fitness for a particular purpose.

11.  REPRESENTATIONS AND WARRANTIES OF BEA

     BEA hereby represents and warrants to NCR as of the date hereof and the
     Closing Date as follows:

     11.1. ORGANIZATION AND STANDING; CERTIFICATE AND BYLAWS.  BEA is a
           corporation duly organized and existing under, and by virtue of, the
           laws of the state of Delaware and is in good standing under such
           laws.  BEA has the requisite corporate power to own and operate its
           properties and assets and to carry on its business as currently and
           previously conducted and as proposed to be conducted.  BEA is duly
           qualified to transact business and is in good standing in each
           jurisdiction in which the failure to so qualify would have a material
           adverse effect on its business or properties.

     11.2. CORPORATE POWER.  BEA has all requisite corporate power to execute
           and deliver this Agreement and the Related Agreements and to carry
           out and perform its obligations under the terms of this Agreement and
           such other agreements.

     11.3. AUTHORIZATION.  All corporate action on the part of BEA, its
           directors and its stockholders necessary for the authorization,
           execution, delivery and performance of this Agreement and the Related
           Agreements has been taken.  This Agreement and the Related
           Agreements, when executed and delivered by BEA, will constitute valid
           and binding obligations of BEA enforceable in accordance with their
           respective terms.

     11.4. COMPLIANCE WITH OTHER INSTRUMENTS, NO CONFLICTS, ETC.  The
           execution, delivery and performance of, and compliance with, this
           Agreement and the Related Agreements will not result in any violation
           of, or conflict with, or constitute a default under BEA's Certificate
           of Incorporation or Bylaws, or under any agreement to which BEA is a
           party, or result in the creation of, any mortgage, pledge, lien,
           encumbrance or charge upon any of the properties or assets of BEA or
           the BEA Shares.  No Consent is


 
                                       34

           required to be obtained on the part of BEA to permit the consummation
           of the transactions contemplated by this Agreement, except those
           Consents expressly identified in this Agreement. BEA is not in
           violation of any term of its Certificate of Incorporation or Bylaws,
           or in any material respect of any term or provision of any mortgage,
           indebtedness, indenture, contract, agreement, instrument, judgment or
           decree, order, statute, rule or regulation applicable to BEA.

     11.5. LITIGATION, ETC.  Except as otherwise disclosed in Schedule 11.5,
           there are no actions, suits, proceedings, oppositions, challenges or
           investigations pending against BEA or its officers or properties
           before any Governmental Authority (or, to the best of BEA's
           knowledge, is there any threat thereof), and BEA is not a party to or
           subject to the provisions of any Governmental Order that, in any such
           case, questions or has the potential to harm the validity of this
           Agreement and/or any of the Related Agreements or any action taken or
           to be taken in connection or herewith or therewith.  There is no
           action, suit, proceeding or investigation by BEA currently pending or
           that BEA currently intends to initiate that questions or has the
           potential to harm the validity of this Agreement and/or any of the
           Related Agreements or any action taken or to be taken in connection
           or herewith or therewith.

     11.6. DISCLOSURE.  The representations and warranties of BEA contained in
           this Agreement or the Related Agreements do not contain any untrue
           statement of a material fact or omit to state a material fact
           necessary in order to make the statements contained herein or therein
           not misleading in light of the circumstances under which they were
           made.  BEA has no present intention to transfer this Agreement or any
           of its rights or obligations hereunder or under the Related
           Agreements to any third party.

     11.7. NO OTHER REPRESENTATIONS OR WARRANTIES.  Except for the
           representations and warranties contained in this Agreement, in the
           Exhibits and Schedules hereto, the agreements specified herein and in
           the certificates required to be delivered pursuant to or in
           connection herewith, neither BEA nor any other Person acting for BEA
           makes any representation or warranty, express or implied, and NCR and
           BEA hereby disclaim any such representation or warranty, whether by
           BEA or any of its officers, directors, employees, agents,
           representatives or any other Person, with respect to the execution,
           delivery or performance by BEA of this Agreement or the agreements
           specified herein or with respect to the transactions contemplated
           hereby or thereby.


 
                                       35

12.  INDEMNIFICATION

     12.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The representations and
           warranties set forth in Section 10.12 (Current Use), any
           representation and warranty made in this Agreement or any Related
           Agreement, the breach of which the breaching party had knowledge of
           on or prior to the Closing, for a period of five (5) year following
           the Closing Date and any covenant or obligation under this Agreement
           or any Related Agreement to be performed after the Closing shall
           survive the Closing and continue until the expiration of the
           applicable statute of limitations.  All other representations and
           warranties of the parties in this Agreement or any Related Agreement
           and any covenant or obligation to be performed prior to the Closing
           shall survive the Closing for a period of two (2) years after the
           Closing Date. Notwithstanding the foregoing to the contrary, if a
           Claim is timely made, it may continue to be asserted beyond the
           termination date of the representation, warranty or covenant to which
           such Claim relates.

     12.2. INDEMNIFICATION.

           12.2.1.  INDEMNIFICATION BY NCR. NCR hereby agrees to indemnify,
                    defend and hold harmless each member of the BEA Group from
                    and against all Damages asserted against, imposed upon or
                    incurred by any member of the BEA Group, directly or
                    indirectly, by reason of or resulting from (i) any breach or
                    inaccuracy of any representation, warranty or covenant of
                    NCR set forth in this Agreement, any certificates required
                    to be provided by NCR pursuant to this Agreement, or any
                    other agreement or obligation of the NCR contained in or
                    made pursuant to this Agreement or any of the Related
                    Agreements; (ii) the conduct and operation of NCR's business
                    on or before the Closing Date; (iii) the sale, license, use
                    or operation of the Assets on or before the Closing Date;
                    (iv) the employment of the Transferred Employees on or
                    before the Closing Date or the termination of any Retained
                    Employee's employment by NCR as a result of the consummation
                    of the transactions contemplated hereby; (v) the Assumed
                    Contracts on or before the Closing Date; and (vi) except as
                    otherwise provided in Section 5.3, liabilities of NCR for
                    any Taxes, including without limitation arising as a result
                    of the transactions contemplated by this Agreement or the
                    conduct or operation of NCR's business on or prior to the
                    Closing Date.

           12.2.2.  INDEMNIFICATION BY BEA. BEA hereby agrees to indemnify,
                    defend and hold harmless each member of the NCR Group from


 
                                       36

                    and against all Damages asserted against, imposed upon or
                    incurred by any member of the NCR Group, directly or
                    indirectly, by reason of or resulting from (i) any breach or
                    inaccuracy of any representation, warranty or covenant of
                    BEA set forth in this Agreement, any certificates required
                    to be provided by BEA pursuant to this Agreement, or any
                    other agreement or obligation of BEA contained in or made
                    pursuant to this Agreement or any of the Related Agreements;
                    (ii) the Assumed Contracts from and after the Closing Date
                    to the extent assigned on the Closing Date and from and
                    after the effective date of any such Assumed Contract if
                    assigned to BEA after the Closing Date (but only if BEA has
                    received written notice of such post-Closing Date
                    assignment); (iii) the sale, license, use or operation of
                    the Assets from and after the Closing Date; and (iv) the
                    employment or termination of employment of the Transferred
                    Employees from and after the Closing Date.

     12.3. THIRD-PARTY CLAIMS.  The obligations and liabilities of each party
           to this Agreement under Section 12.2 related to Third-Party Claims
           shall be subject to the following terms and conditions:

           12.3.1.  PARTICIPATION BY INDEMNIFYING AND INDEMNIFIED PARTY. Upon
                    receipt of written notice of any Third-Party Claim asserted
                    against, imposed upon or incurred by an Indemnified Party,
                    the Indemnified Party shall notify the Indemnifying Party
                    thereof in writing. The Indemnifying Party shall be
                    entitled, at its own expense, to participate in and, upon
                    notice to the Indemnified Party, to undertake the defense
                    thereof in good faith by counsel of the Indemnifying Party's
                    own choosing, which counsel shall be reasonably satisfactory
                    to the Indemnified Party, provided that (i) the Indemnified
                    Party shall at all times have the option, at its own
                    expense, to participate fully therein (without controlling
                    such action) and (ii) if in the Indemnified Party's
                    reasonable judgment (as evidenced and supported by an
                    opinion of its legal counsel who will not be the same
                    counsel who will represent the Indemnified Party in the
                    underlying case) a conflict of interest exists between such
                    Indemnified Party and the Indemnifying Party in respect of
                    such Third-Party Claim, such Indemnified Party shall be
                    entitled to select counsel of its own choosing, reasonably
                    satisfactory to the Indemnifying Party, and the Indemnifying
                    Party shall be obligated to pay the reasonable fees and
                    expenses of such counsel.


 
                                       37

           12.3.2.  FAILURE BY INDEMNIFYING PARTY TO DEFEND. If within thirty
                    (30) days after written notice to the Indemnified Party of
                    the Indemnifying Party's intention to undertake the defense
                    of any Third-Party Claim the Indemnifying Party shall fail
                    to defend the Indemnified Party against such Third-Party
                    Claim, the Indemnified Party will have the right (but not
                    the obligation) to undertake the defense, compromise or
                    settlement of such Third-Party Claim on behalf of, and for
                    the account and at the risk of, the Indemnifying Party.

           12.3.3.  RIGHT OF INDEMNIFIED PARTY TO DEFEND AND SETTLE. Anything in
                    this Section 12.3 to the contrary notwithstanding, if a
                    Third-Party Claim is asserted against an Indemnified Party
                    and there is a reasonable probability in the Indemnified
                    Party's reasonable good faith judgment that a Third-Party
                    Claim may materially and adversely effect the Indemnified
                    Party, other than as a result of the imposition of money
                    damages or other money payments, (i) the Indemnified Party
                    shall have the right, at its sole option, to take over the
                    defense of such Third-Party Claim (in which case the
                    Indemnifying Party and the Indemnified Party shall share
                    equally the cost and expense of such defense) or to co-
                    defend such Third-Party Claim (in which case the Indemnified
                    Party shall bear the cost and expense of the additional
                    counsel) and no compromise or settlement of such Third-Party
                    Claim shall be permitted without the consent of both the
                    Indemnified Party and the Indemnifying Party and (ii) the
                    Indemnifying Party and the Indemnified Party shall not,
                    without the prior written consent of the other party, settle
                    or compromise any Third-Party Claim or consent to the entry
                    of any judgment relating to any such Third-Party Claim,
                    unless such settlement, compromise or judgment includes as
                    an unconditional term thereof that the Indemnified Party
                    shall be released from all liabilities in respect of such
                    Third-Party Claim.

     12.4. LIMITATION ON INDEMNIFICATION OBLIGATIONS.

           12.4.1.  LIMITATION. Notwithstanding anything contained in this
                    Section 12 to the contrary, no party shall assert a Claim
                    against the other party for indemnification hereunder,
                    unless and until the amount of all Damages determined to
                    have been incurred or suffered at the time by the
                    Indemnified Party exceeds, in the aggregate, $150,000, (the
                    "Threshold Amount") and then only for the excess of such
                    amount. The parties hereto further acknowledge and agree
                    that the total indemnification obligations of each party
                    hereto under this Agreement shall not exceed, in the


 
                                       38

                    aggregate for such party, $15,000,000. The foregoing
                    limitations shall not apply to Claims made by a party with
                    respect to fraud on the part of the other party or a breach
                    by the other party of any representation or warranty in this
                    Agreement or any Related Agreement, of which such breaching
                    party had knowledge on or prior to the Closing, or to a
                    breach by BEA of its obligations under Section 5.3.

     12.5. CONSEQUENTIAL DAMAGES.   No party hereto shall have any liability
           under any provision of this Agreement for, and in no event shall any
           party's Threshold Amount be applied to, any consequential, special or
           indirect Damages, including lost profits.

13.  TERMINATION

     13.1. METHODS OF TERMINATION. The transactions contemplated herein may be
           terminated and/or abandoned at any time prior to the Closing:

           13.1.1.  MUTUAL CONSENT. By the mutual written consent of NCR and
                    BEA;

           13.1.2.  FAILURE TO CLOSE. By either NCR or BEA, if the Closing shall
                    not have occurred prior to September 30, 1998, provided,
                    however, that the right to terminate this Agreement under
                    this Section 13.1.2 shall not be available to any party
                    whose failure to fulfill any obligation under this Agreement
                    shall have been the cause of, or shall have resulted in, the
                    failure of the Closing to occur prior to such date;

           13.1.3.  NON-FULFILLMENT OF NCR'S CONDITIONS. By NCR, if any of the
                    conditions set forth in Section 3.2 becomes incapable of
                    fulfillment and is not waived by NCR;

           13.1.4.  NON-FULFILLMENT OF BEA'S CONDITIONS. By BEA, if any of the
                    conditions set forth in Section 3.3 becomes incapable of
                    fulfillment and is not waived by BEA;

           13.1.5.  GOVERNMENTAL ORDER. By either NCR or BEA, if any
                    Governmental Authority with jurisdiction over such matters
                    shall have issued a Governmental Order restraining,
                    enjoining or otherwise prohibiting the consummation of the
                    transactions contemplated hereby and such order, decree,
                    ruling or other action shall have become final and
                    unappealable, provided, however, that the provisions of this
                    Section 13.1.5 shall not be available to any party unless
                    such party shall have used its 


 
                                       39

                    reasonable best efforts to oppose any such Governmental
                    Order or to have such Governmental Order vacated or made
                    inapplicable to the transactions contemplated by this
                    Agreement; or

           13.1.6   CHANGE IN CONTROL OF BEA. By NCR at any time prior to the
                    Closing upon a Change of Control of BEA.

     13.2. PROCEDURE UPON TERMINATION PRIOR TO CLOSING.  In the event of
           termination or abandonment pursuant to Section 13.1 hereof, written
           notice thereof shall be given to the other party hereto and the
           transactions contemplated by this Agreement shall be terminated
           and/or abandoned, without further action by BEA or NCR.  If the
           transactions contemplated by this Agreement are terminated and/or
           abandoned as provided herein, each party will redeliver all
           documents, work papers, confidential information and other material
           of the other party relating to the transactions contemplated hereby,
           whether obtained before or after the execution of this Agreement, to
           the party furnishing the same.  A party hereto who shall have
           satisfied in full all of the obligations of such party under this
           Agreement which were to have been satisfied by such party prior to
           the Closing and who shall have not breached any representation,
           warranty, covenant or agreement of such party contained in this
           Agreement shall not have any liability or further obligation to the
           other party to this Agreement.

14.  MISCELLANEOUS

     14.1. PUBLICITY.  Each of the parties acknowledges the importance of
           appropriate disclosures in positioning the relationship between the
           two companies to the distribution channel, the press, customers and
           others.

           14.1.1.  PRESS RELEASE. Within one business day following the
                    Execution Date, BEA and NCR will jointly issue a press
                    release regarding the execution of this agreement in a form
                    mutually agreed by and between BEA and NCR.

           14.1.2.  PUBLIC STATEMENT. Within thirty (30) days after the
                    Execution Date, BEA and NCR shall issue a mutually agreed
                    upon public statement of direction for the integration and
                    migration of the Software customers.

           14.1.3.  WEBSITE ANNOUNCEMENT. Within thirty (30) days following the
                    Closing Date, BEA shall add a description of the Software as
                    a BEA product to a prominent location on BEA's website.


 
                                       40

           14.1.4.  PROMOTION. During the 12-month period following the Closing
                    Date, NCR shall use its commercially reasonable efforts to
                    advertise and promote BEA's products in NCR's various
                    corporate marketing activities, including web sites,
                    advertising, and general marketing.

           14.1.5.  SPEECHES. Within a reasonable time following the Closing
                    Date, BEA shall cause keynote speeches at prominent software
                    industry events to be given by BEA's CEO and other BEA
                    Senior Executives describing the benefits to BEA resulting
                    from adding the Software to BEA's product portfolio.

           14.1.6.  CUSTOMER VISITS. Promptly following the Execution Date, BEA
                    and NCR Senior Executives shall make joint visits to key BEA
                    and NCR customers to articulate first-hand the benefits of
                    the consummation of the transactions contemplated hereby.

           14.1.7.  SALES. BEA shall continue to promote and sell the Software
                    with similar efforts made for BEA's product until the
                    Successor Software becomes commercially available (including
                    any enhancements or modifications thereto developed pursuant
                    to the Consulting Agreement).

           14.1.8.  FUTURE PRESS RELEASES. Each of the parties agrees that until
                    six (6) months following the Closing, no press release or
                    other disclosures by company representatives shall conflict
                    with the initial press releases approved by the parties
                    pursuant to Section 14.1.1 hereof without the prior written
                    consent of the other party, such consent not to be
                    unreasonably withheld or delayed. Approval shall be deemed
                    to have been given if there is a written response to a
                    proposed release or disclosure is not delivered to the
                    requesting party within two (2) business days after delivery
                    of a request for such approval.

     14.2. NOTICES.  All notices, requests, demands and other communications
           which are required or may be given pursuant to the terms of this
           Agreement shall be in the English language, in written or electronic
           form and shall be deemed delivered (i) on the date of delivery when
           delivered by hand, (ii) on the date of transmission when sent by
           facsimile transmission during normal business hours with written
           confirmation of receipt, (iii) one day after dispatch when sent by
           overnight courier maintaining records of receipt, or (iv) three days
           after dispatch when sent by certified mail, postage prepaid, return-
           receipt requested; provided that, in an any such case, such
           communication is addressed as follows:


 
                                       41

               If to NCR:
                    NCR Corporation
                    1700 S. Patterson Boulevard
                    Dayton, OH  45479
                    Attention:  Chief Financial Officer
                    Telephone:  937-445-2339
                    Facsimile:  937-445-1329

               with a copy to:
                    Jon Hoak, Esq.
                    Senior Vice President and General Counsel
                    NCR Corporation
                    1700 S. Patterson Boulevard
                    Dayton, OH  45479
                    Telephone:  937-445-2900
                    Facsimile:  937-445-7214

               If to BEA:
                    BEA Systems, Inc.
                    385 Moffett Park Drive
                    Sunnyvale, CA  94089
                    Attention:  General Counsel
                    Telephone:  408-743-4000
                    Facsimile:  408-734-9320

     14.3. RELATIONSHIP OF THE PARTIES.  It is understood and agreed that each
           of the parties hereto is an independent contractor, and that neither
           party is, or shall be considered to be, by virtue of this Agreement,
           an agent or representative of the other party for any purpose.

     14.4. ASSIGNMENT.  Neither party may assign this Agreement except in
           connection with a merger, consolidation, or sale of all or
           substantially all of the assigning party's relevant business or
           assets, or with the prior written consent of the other party.
           Notwithstanding the foregoing to the contrary, BEA may assign any of
           its rights or obligations hereunder to BEA International, a Cayman
           Islands corporation, or any other one or more of BEA's Subsidiaries.
           BEA acknowledges that it shall continue to be obligated if and to the
           extent that a BEA assignee under this paragraph 14.4 fails to perform
           the obligations that BEA has assigned.  Any attempted assignment in
           violation of this Section 14.4 without consent shall be null and
           void.  Where required, no party shall unreasonably withhold or delay
           consent.


 
                                       42

     14.5.  BINDING EFFECT. This Agreement shall be binding on all parties
            hereto, and shall be binding upon and inure to the benefit of each
            party and its respective permitted successors and assigns.

     14.6.  WAIVER; MODIFICATION; AMENDMENT. No term or provision hereof will be
            considered waived by either party, and no breach excused by either
            party, unless such waiver or consent is in writing signed on behalf
            of the party against whom the waiver is asserted. No consent by
            either party to, or waiver of, a breach by either party, whether
            express or implied, will constitute a consent to, waiver of, or
            excuse of any other different, or subsequent, breach by either
            party. This Agreement, including the Schedules and Exhibits attached
            hereto may not be modified or amended except by an instrument in
            writing duly signed by or on behalf of the parties hereto.

     14.7.  FORCE MAJEURE. Each of the parties hereto shall exert diligence in
            performing its obligations under this Agreement, but neither shall
            be liable in any manner whatsoever for failure to perform or delay
            in performing such obligations, if and to the extent and for so long
            as such failure or delay in performance or breach is due to natural
            disasters, strikes or labor disputes, natural forces, or other acts
            of God or cause reasonably beyond the control of such party. Any
            party desiring to invoke this Section 14.7 shall notify the other in
            writing of such desire and shall use reasonably efforts and due
            diligence to resume performance of its obligations.

     14.8.  UNITED NATIONS. The parties expressly exclude, if applicable, the
            application of the United Nations Convention on Contracts for the
            International Sale of Goods.

     14.9.  SEVERABILITY. If any part of this Agreement is found invalid or
            unenforceable, that part will be amended to achieve as nearly as
            possible the same economic and practical effect as the original
            provision and the remainder of this Agreement will remain in full
            force and effect.

     14.10. NO INTERPRETATION AGAINST DRAFTER. The terms and provisions of this
            Agreement shall not be construed against the drafter or drafters
            hereof. All parties hereto agree that the language of this Agreement
            shall be construed as a whole according to its fair meaning and not
            strictly for or against any of the parties hereto.

     14.11.  GOVERNING LAW; ARBITRATION. This Agreement shall be governed and
             enforced in accordance with the substantive laws of the State of
             New York, without regard to any such laws or regulations that may
             direct the application of the law of any other jurisdiction. Any
             controversy, claim or dispute between the parties arising out of or
             relating to this 


 
                                       43

             Agreement or any Related Agreement or any breach hereof or thereof
             shall be referred to final and binding resolution by the BEA and
             NCR senior executives who have authority to reach agreement on any
             matters in dispute upon written request by either party specifying
             in reasonable detail the nature of the dispute. In the event that
             such BEA and NCR senior executives are unable to resolve the
             dispute within thirty (30) days after the initial request for
             dispute resolution, the dispute shall be settled by final and
             binding arbitration before a sole arbitrator in the headquarters
             city of the non-initiating party pursuant to the then-current
             Commercial Rules of the American Arbitration Association and the
             federal substantive and procedural law of arbitration. Judgment
             upon any award rendered by the arbitrator may be entered in any
             court having jurisdiction thereof. The arbitrator will not have the
             power to award punitive or exemplary damages or any damages
             excluded by, or in excess of, any damage limitations expressed in
             this Agreement. Each party will bear its own attorney's fees and
             costs related to the arbitration. Unless otherwise determined by
             the arbitrator, the costs and expenses of the arbitration shall be
             borne equally by the parties.

     14.12.  ENTIRE AGREEMENT. This Agreement, together with the Schedules and
             Exhibits attached hereto, constitutes the entire agreement between
             the parties relating to this subject matter and supersedes all
             prior or simultaneous representations, discussions, negotiations,
             and agreements with respect thereto, whether written or oral.
             Without limiting the foregoing, this Agreement expressly supersedes
             the Non-Disclosure and No-Use Agreement between BEA and NCR
             executed on March 18, 1998.

     14.13.  COUNTERPARTS. This Agreement may be executed simultaneously in any
             number of counterparts, each of which shall be deemed an original
             but all of which together shall constitute one and the same
             instrument.

     14.14.  TERMS GENERALLY. Whenever the context requires, any pronoun shall
             include the corresponding masculine, feminine and neuter forms. The
             words "include", "includes" and "including" shall be deemed to be
             followed by the phrase "without limitation". All references to
             "party" and "parties" shall be deemed references to the parties to
             this Agreement unless the context shall otherwise require. The
             terms "this Agreement", "hereof", "hereunder", and similar
             expressions refer to this Agreement and not to any particular
             Section or other portion hereof and include any agreement
             supplemental hereto. All references to Sections, paragraphs,
             Schedules and Exhibits shall be deemed references to Sections of,
             paragraphs of, and Schedules and Exhibits to, this Agreement unless
             the context shall otherwise require. The term "or" is used in its
             inclusive sense ("and/or").


 
                                       44

     14.15.  EXPENSES. Except as otherwise expressly provided herein, all costs
             and expenses, including fees and disbursements of counsel,
             financial advisors and accountants, incurred in connection with
             this Agreement such costs and the transactions contemplated hereby
             shall be paid by the party incurring expenses, whether or not the
             Closing shall have occurred.

     14.16.  REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE. All remedies, afforded
             to the parties under this Agreement or any Related Agreement,
             Applicable Law or otherwise, shall be cumulative and not
             alternative. Each of the parties agrees that in the event of any
             breach or threatened breach by a party of any provision of this
             Agreement or any Related Agreement, the other party shall be
             entitled, in addition to any other rights or remedies it may have,
             to a decree or order of specific performance or mandamus to enforce
             the observance and performance of such provision and an injunction
             restraining such breach or threatened breach.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives, effective as of the date first above
written.


 
                                       45

NCR CORPORATION

By:    _______________________________
Name:  _______________________________
Title: _______________________________

BEA SYSTEMS, INC.

By:    _______________________________
Name:  _______________________________
Title: _______________________________


 
                                       46


                                   SCHEDULES

These Schedules are being delivered by NCR Corporation, a Maryland corporation
("NCR"), to BEA Systems, Inc., a Delaware Corporation ("BEA"), pursuant to the
Asset Purchase Agreement dated May 19, 1998 (the "Agreement") to be executed by
and between NCR and BEA, of which these Schedules are a part.  Unless otherwise
defined in these Schedules, all capitalized terms used herein shall have the
meanings ascribed to them in the Agreement. Each Exhibit and Schedule attached
hereto is incorporated herein by reference and forms part of these Schedules.

                               SELLER'S SCHEDULES

                                        

- ------------------------------------------------------------------------ SCHEDULE NUMBER DESCRIPTION - ------------------------------------------------------------------------ 2.5 Assumed Contracts - ------------------------------------------------------------------------ 2.36 Outstanding License Agreements - ------------------------------------------------------------------------ 2.37 Patents - ------------------------------------------------------------------------ 2.40 Physical Assets - ------------------------------------------------------------------------ 2.44 Software - ------------------------------------------------------------------------ 2.53 Trademarks - ------------------------------------------------------------------------ 6.4 NCR Customers, ISVs and Business Partners - ------------------------------------------------------------------------ 6.11 Employees and Consultants to Execute Waiver and Confidentiality Agreement - ------------------------------------------------------------------------ 9.1 Transferred Employees - ------------------------------------------------------------------------ 10.4 No Consents - ------------------------------------------------------------------------ 10.5 Litigation - ------------------------------------------------------------------------ 10.8.1 No Liens - ------------------------------------------------------------------------ 10.8.2 Registrations - ------------------------------------------------------------------------ 10.8.3 Fees - ------------------------------------------------------------------------ 10.8.4 Necessary Programs - ------------------------------------------------------------------------ 10.8.5 Public Disclosure - ------------------------------------------------------------------------ 10.8.6 Claim to Proprietary Rights - ------------------------------------------------------------------------ 10.8.7 Infringement - ------------------------------------------------------------------------ 10.10 Adequacy of Property - ------------------------------------------------------------------------ 10.11.1 Licenses and Assumed Contracts - ------------------------------------------------------------------------ 10.12 Current Use - ------------------------------------------------------------------------
BUYER'S SCHEDULES
- ------------------------------------------------------------------------ SCHEDULE NUMBER DESCRIPTION - ------------------------------------------------------------------------ 11.5 Litigation - ------------------------------------------------------------------------
47 LIST OF EXHIBITS EXHIBIT I FORM OF CONSULTING AGREEMENT EXHIBIT II FORM OF DISTRIBUTION AGREEMENT Pursuant to Item 601(b)(2) of Regulation S-K, the following schedules to this Asset Purchase Agreement have been omitted. Such schedules will be submitted to the Securities and Exchange Commission upon request. 2.5 Patents 2.36 Outstanding License Agreements 2.37 Patents 2.40 Physical Assets 2.44 Software 2.53 Trademarks 6.4 NCR Customers, ISVs and Business Partners 6.11 Employees and Consultants to Execute Waiver and Confidentiality Agreement 9.1 Transferred Employees 10.4 No Consents 10.5 Litigation 10.8.1 No Liens 10.8.2 Registrations 10.8.3 Fees 10.8.4 Necessary Programs 10.8.5 Public Disclosure 10.8.6 Claim to Proprietary Rights 10.8.7 Infringement 10.10 Adequacy of Property 10.11.1 Licenses and Assumed Contracts 10.12 Current Use 11.5 Litigation Exhibit I Form of Consulting Agreement Exhibit II Form of Distribution Agreement