Registration Rights





                                                                   Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this
"Registration Rights Agreement") entered into as of December 30, 1999, by and
between the Subscribers set forth on the signature pages hereof (each, a
"Subscriber," and collectively, the "Subscribers") and Centura Software
Corporation, a Delaware corporation, with offices at 975 Island Drive, Redwood
Shores, California 94065 (the "Company").

W I T N E S S E T H:

WHEREAS, pursuant to the Subscription Agreement, dated as
of the date hereof (the "Agreement"), by and between the Company and the
Subscribers, the Company has agreed to sell, and the Subscribers have agreed to
purchase, up to Twelve Thousand Five Hundred (12,500) shares, with an option
(the "Call Option") to purchase up to an additional Six Thousand (6,000) shares,
of Series A Cumulative Convertible Preferred Stock, par value $.01 per share
(the "Preferred Stock"), of the Company for a purchase price of $1,000 per
share, with such other rights and preferences as are set forth in the
Certificate of Designations, Preferences and Rights of the Preferred Stock (the
"Certificate");

WHEREAS, the Preferred Stock is convertible into shares of
the Company's common stock, par value $.01 per share (the "Underlying Common
Shares"); and

WHEREAS, pursuant to the terms of, and in partial
consideration for, the Subscribers' purchase of the Preferred Stock, the Company
has agreed to provide the Subscribers with certain registration rights with
respect to Underlying Common Shares and any shares of the Company's common stock
underlying warrants (the "Warrants") issued to the Subscribers on the date
hereof (such shares are referred to as the "Underlying Warrant Shares," and,
together with the Underlying Common Shares, the "Shares") as set forth in this
Registration Rights Agreement.

NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the Agreement
and this Registration Rights Agreement, the Company and the Subscribers agree as
follows: 

1.Certain
Definitions.  As used in this Registration Rights Agreement, the following
terms shall have the following respective meanings, and terms not otherwise
defined herein shall have their respective meanings as assigned to them in the
Agreement: 

"Commission" means the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act. 

"Filing Date" means the 30th day following the
date of this Registration Rights Agreement.



"Holder" shall include the applicable Subscriber and any
transferee of the Warrants, the Preferred Stock, Shares or Registrable
Securities (as defined herein) which have not been sold to the public, to whom
the registration rights conferred by this Registration Rights Agreement have
been transferred in compliance with Section 13 of this Registration Rights
Agreement.



"Person" means and includes an individual, a partnership, a
joint venture, a corporation, a company, a limited liability company, a trust,
an unincorporated organization and a government or any department or agency
thereof.

"Prospectus" means any prospectus relating to the Shares as
filed with the Commission pursuant to Rule 424(b) under the Securities Act or,
if no such filing is required, any form of final prospectus relating to the
Shares included in the Registration Statement, as the case may be, at the time
the Registration Statement is declared effective by the Commission, in either
case, including all amendments and supplements to the prospectus or Registration
Statement, including post-effective amendments, and all material, if any,
incorporated by reference therein.

The terms "register," "registered" and "registration" shall
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement. 

"Registration Expenses" means all expenses to be incurred by
the Company in connection with Subscribers' exercise of their registration
rights under this Registration Rights Agreement, including, without limitation,
all registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and expenses, reasonable fees and
disbursements of counsel to Holders for a "due diligence" examination of the
Company and review of the Registration Statement and related documents, and the
expense of any special audits incident to or required by any such registration
(but excluding the compensation of regular employees of the Company, which shall
be paid in any event by the Company). With respect to the "due diligence"
examination of the Company, the Registration Expenses shall include only fees
and disbursements for one (1) designated counsel for all the Holders of
Preferred Stock. 

"Registration Statement" means the Initial Shelf Registration
Statement, any additional registration statements contemplated by Section 2(a)
and any Piggyback Registration Statement, including (in each case) the
Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference in such registration statement.



"Registrable Securities" means any Shares or other securities
issued or issuable to the Subscribers or any Holder upon the conversion of any
Preferred Stock, or any Shares or other securities issued or issuable to the
Subscribers or any Holder upon the exercise of the Warrants.

"Regulation D" means Regulation D as promulgated pursuant to
the Securities Act, and as it may be subsequently amended. 

"Securities Act" means the Securities Act of 1933, as
amended. 

"Selling Expenses" means all brokerage fees, underwriting
discounts and selling commissions applicable to the offer and sale of
Registrable Securities and all fees and disbursements of counsel for Holders not
included under "Regulation Expenses."

2.Registration
Requirements.  The Company shall use its diligent best efforts to effect the
registration of the Registrable Securities contemplated by the Agreement
(including, without limitation, the execution of an undertaking to file post-
effective amendments, appropriate qualification under applicable blue sky or
other state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act) as would permit or facilitate the
sale or distribution of all the Registrable Securities in the manner (including
manner of sale) and in all states reasonably requested by the Holders under a
broad-based plan of distribution reasonably acceptable to the Holders.  Such
best efforts by the Company shall include, without limitation, the following:

(a)The Company shall, as soon as practicable after the
date hereof, but in no event later than the Filing Date, file (i) a registration
statement with the Commission pursuant to Rule 415 under the Securities Act on
Form S-3 under the Securities Act covering the Registrable Securities so
requested to be registered by any Holder of Registrable Securities (the "Initial
Shelf Registration Statement"); (ii) such blue sky filings as shall have been
requested by the Holders; and (iii) any required filings with the National
Association of Securities Dealers, Inc., The Nasdaq SmallCap Market or such
other exchange or market on which the Shares are traded.  Thereafter, the
Company shall use its best efforts to (i) respond to all comments received from
the Commission on the Shelf Registration Statement and/or any documents
incorporated by reference therein within 10 business days of receipt of such
comments and (ii) have such Shelf Registration Statement and other filings
declared effective as promptly as practicable but in no event later than 90 days
after the date of the Agreement.  If an additional Registration Statement is
required to be filed because the actual number of Shares into which the
Preferred Stock is convertible and the Warrants are exercisable exceeds the
number of shares of Common Stock initially registered, including, without
limitation, as a result of the exercise of a Call Option by one or more
Subscribers, the Company shall have 20 business days after the earlier of (i)
the expiration of the Option Period or (ii) the receipt of written notice by
each Subscriber that such Subscriber's Call Option has been exercised, to file
such additional Registration Statement, and the Company shall use its best
efforts to cause such additional Registration Statement to be declared effective
by the Commission as soon as possible, but in no event later than 60 days after
filing.



(b)The Company and the Subscribers agree that the Holders
will suffer damages if the Registration Statement is not filed on or prior to
the Filing Date and not declared effective by the Commission on or prior to the
90th day after the date of this Agreement and maintained in the
manner contemplated herein during the Effectiveness Time or if certain other
events occur.  The Company and the Holders further agree that it would not be
feasible to ascertain the extent of such damages with precision.  Accordingly,
if (i) the Registration Statement is not filed with the Commission by the Filing
Date, (ii) the Company shall fail to respond to all comments received from the
Commission on the Registration Statement and/or any documents incorporated by
reference therein within 10 business days of receipt of such comments, (iii)
after 120 days from the date hereof the Registration Statement has not been
declared effective by the Commission, or (iv) in the event an additional
Registration Statement, which is filed because the actual number of Shares
exceeds the number of shares of Common Stock initially registered, is not filed
and declared effective with the time periods set forth in Section 2(a) (any such
failure or breach being referred to as an "Event," and the date on which such
Event occurs, being referred to as "Event Date"), the Holders shall have, in
addition to, and without limiting, any other rights they may have at law, in
equity or under the Certificate, the Agreement or this Registration Rights
Agreement (including the right to specific performance), the right to receive
from the Company, as liquidated damages, an amount equal to 1.5% of the
Aggregate Value (as defined in the Certificate) of the shares of Preferred Stock
held by such Holder plus the Aggregate Value of any shares of Preferred Stock
that have been converted to the extent any of the Underlying Common Shares
issued upon such conversion have not been sold, in cash, for each 30-day period
(or portion thereof) from the Event Date until the applicable Event is cured.
Payments to be made pursuant to this Section 2(b) shall be due and payable
immediately upon demand in immediately available funds.  In addition to the
foregoing, if at any time after 150 days from the date hereof, the Registration
Statement has not been declared effective by the Commission, then upon demand of
any Holder, the Company shall redeem all or any specified portion of the
Preferred Stock held by such Holder at a redemption price equal to 125% of the
Aggregate Value thereof, together with all other payments due under this Section
2 and under the Certificate and the Agreement. 

(c)If the Holders intend to distribute the Registrable
Securities covered by the Registration Statement by means of an underwriting,
the Holders shall so advise the Company.  The Holders will have the right to
select the investment bankers for such underwriting subject to such investment
bankers being reasonably satisfactory to the Company.  If in the opinion of the
managing underwriter the inclusion of all of the Registrable Securities
requested to be registered under this Section 2 would adversely affect the
marketing of such shares, after any shares to be sold by the Company or other
holders of Common Stock have been excluded, Registrable Securities to be sold by
the holders shall be excluded in such manner that the Registrable Securities to
be sold shall be allocated among the selling Holders pro rata based on their
ownership of Registrable Securities.

(d)The Company shall enter into such customary agreements
(including a customary underwriting agreement with the underwriter or
underwriters, if any) and take all such other reasonable actions in connection
therewith in order to expedite or facilitate the disposition of such Registrable
Securities.  If the Registrable Securities are being offered and sold in an
underwritten offering, the Company shall: 

(i)make such representations and warranties to the
Holders and the underwriter or underwriters, if any, in form, substance and
scope as are customarily made by issuers to underwriters in secondary
underwritten offerings; 

(ii)cause to be delivered to the sellers of Registrable
Securities and the underwriter or underwriters, if any, opinions of counsel to
the Company, dated the date of delivery of any Registrable Securities sold
pursuant to the Registration Statement (which counsel and opinions (in form,
scope and substance), shall be reasonably satisfactory to the managing
underwriter or underwriters, if any, and the appointed representative or counsel
of the Holders), addressed to the Holders and each underwriter, if any, covering
the matters customarily covered in opinions requested in secondary underwritten
offerings and, in the case of an underwritten offering, such other matters as
may be reasonably requested by the Holders; 

(iii)cause to be delivered, immediately prior to the
effectiveness of the Registration Statement (and, in the case of an underwritten
offering, at the time of delivery of any Registrable Securities sold pursuant
thereto), a "comfort" letter from the Company's independent certified public
accountants addressed to the Holders and each underwriter, if any, stating that
such accountants are independent public accountants within the meaning of the
Securities Act and the applicable published rules and regulations thereunder,
and otherwise in customary form and covering such financial and accounting
matters as are customarily covered by letters of the independent certified
public accountants delivered in connection with secondary underwritten public
offerings; 

(iv)if an underwriting agreement is entered into, the
same shall set forth in full the indemnification and contribution provisions and
procedures of Sections 6 and 7 with respect to all parties to be indemnified
pursuant to such sections; and 

(v)the Company shall deliver such documents and
certificates as may be reasonably requested by the Holders of the Registrable
Securities being sold or the managing underwriter or underwriters, if any, to
evidence compliance with clause (i) above and with any customary conditions
contained in the underwriting agreement, if any, or other agreement entered into
by the Company; 

the foregoing actions in this Section 2(d) shall be
undertaken at each closing under such underwriting or similar agreement or as
and to the extent required thereunder.

(e)The Company shall make available for inspection by a
representative or representatives of the Holders, any underwriter participating
in any disposition pursuant to a Registration Statement, and any attorney or
accountant retained by such Holders or underwriter, all financial and other
records customary for such purposes, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any such
representative, underwriter, attorney or accountant in connection with such
Registration Statement. The Holders will agree to keep all non-public
information supplied to it confidential until such information is included in
the Registration Statement filed with the Commission.



3.Expenses of
Registration.  All Registration Expenses incurred in connection with any
registration, qualification or compliance with registration pursuant to this
Registration Rights Agreement shall be borne by the Company, and all Selling
Expenses shall be borne by the Holders. 

4.Registration on Form
S-3.  The Company shall use its best efforts to qualify for registration on
Form S-3 or any comparable or successor form or forms.

5.Registration
Procedures.  In the case of each Registration Statement filed by the Company
pursuant to this Registration Rights Agreement, the Company will keep the
Holders advised in writing as to the initiation of each registration and as to
the completion thereof.  At its expense, the Company will use its best efforts
to: 
(a)Keep such Registration Statement continuously
effective for the period ending at the earlier of the following:  (i) thirty-six
(36) months after the date hereof (as such time period is extended pursuant to
Section 5A hereof), or (ii) the time the Holders have completed their
distribution of the Shares (the earlier of (i) and (ii) being referred to as the
"Effectiveness Time");

(b)Furnish such number of prospectuses, and amendments
and supplements thereto, and other documents incident thereto as any Holder from
time to time may reasonably request;

(c)Prepare and file with the Commission such amendments
and post-effective amendments to the Registration Statement as may be necessary
to keep such Registration Statement effective for the applicable period; cause
the related Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Securities
Act; and comply with the provisions of the Securities Act applicable to it with
respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended methods
of disposition by the sellers thereof set forth in such Registration Statement
or supplement to such Prospectus;

(d)Notify each Holder of Registrable Securities included
in the Registration Statement, counsel for the Holders and the managing
underwriters, if any, promptly, and (if requested by any such Person) confirm
such notice (a "Notice") in writing, (1) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective, (2) of any request by the Commission for amendments or supplements to
a Registration Statement or related Prospectus or for additional information,
(3) of the issuance by the Commission of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings
for that purposes, (4) if at any time the representations and warranties of the
Company contained in agreements contemplated by Section 2(d) cease to be true
and correct, (5) of the receipt by the Company of any notification with respect
to the suspension of the qualification of any of the Registrable Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose, (6) of the happening of any event as a result of which the
Prospectus included in the Registration Statement (as then in effect) contains
any untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein (in
the case of the Prospectus or any preliminary Prospectus, in light of the
circumstances under which they were made) not misleading and (7) of the
Company's reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate or that there exist circumstances
not yet disclosed to the public which make further sales under such Registration
Statement inadvisable pending such disclosure and post-effective amendment;

(e)Upon the occurrence of any event contemplated by
Section 5(d)(2) through (7) and immediately upon the expiration of any Blocking
Period (as defined in Section 5A), prepare, if the occurrence of such event or
period requires such preparation, a supplement or post-effective amendment to
the Registration Statement or related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
such Prospectus will not contain an untrue statement of a material fact or omit
to state any material fact necessary to make the statements made therein not
misleading;

(f)Make every reasonable effort to obtain the withdrawal
of any order suspending the effectiveness of the Registration Statement, or the
lifting of any suspension of the qualification of any of the Registrable
Securities for sale in any jurisdiction, at the earliest possible moment;

(g)Ensure that all Registrable Securities subject to the
Registration Statement shall at all times be registered or qualified for offer
and sale under the securities or blue sky laws of such jurisdictions as any
Holder or underwriter reasonably requests in writing; use its best efforts to
keep each such registration or qualification effective, including through new
filings or amendments or renewals, during the period such Registration Statement
is required to be kept effective and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by the applicable Registration Statement;
provided, however, that the Company will not be required to
qualify to do business or take any action that would subject it to taxation or
general service of process in any jurisdiction where it is not then so qualified
or subject;

(h)Use its best efforts to cause the Registrable
Securities covered by the Registration Statement to be registered with or
approved by the National Association of Securities Dealers, Inc. as may be
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable
Securities in accordance with the chosen method or methods of distribution;
and

(i)Cause all Registrable Securities included in such
Registration Statement to be listed, by the date of first sale of Registrable
Securities pursuant to such Registration Statement, on the principal securities
exchange or automated interdealer system on which the same type of securities of
the Company are then listed or traded. 



5A.Suspensions of Effectiveness.

(a)The Company may suspend dispositions under the
Registration Statement and notify the Holders that they may not sell the
Registrable Securities pursuant to any Registration Statement or Prospectus (a
"Blocking Notice") if the Company's board of directors determines in its
reasonable good faith judgment that the Company's obligation to ensure that such
Registration Statement and Prospectus are current and complete would require the
Company to take actions that might reasonably be expected to have a materially
adverse detrimental effect on the Company and its stockholders; provided
that the Company shall diligently and expeditiously take all actions it
reasonably determines to be necessary or advisable to cause such Prospectus to
be current and complete and to remove such suspension pursuant to a Blocking
Notice or the Notice described below or as a result of the circumstances
described in Section 5(d)(2) through (7).  Each Holder agrees by acquisition of
the Registrable Securities that, upon receipt of a Blocking Notice or "Notice"
from the Company of the existence of any fact of the kind described in the
following sentence, such Holder shall not dispose of, sell or offer for sale the
Registrable Securities pursuant to the Registration Statement until such Holder
receives (i) copies of the supplemented or amended Prospectus, or until counsel
for the Company shall have determined that such disclosure is not required due
to subsequent events, (ii) notice in writing (the "Advice") from the Company
that the use of the Prospectus may be resumed and (iii) copies of any additional
or supplemental filings that are incorporated by reference in the Prospectus.
Pursuant to the immediately preceding sentence, the Company may provide such
Notice to such Holder upon the determination by the Company of the existence of
any fact or the happening or any event that makes any statement of a material
fact made in the Registration Statement, the Prospectus, any amendment or
supplement thereto, or any document incorporated by reference therein untrue in
any material respect, or that requires the making of any additions to or changes
in the Registration Statement or the Prospectus, in order to make the statements
therein not misleading in any material respect. If so directed by the Company in
connection with any such notice, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Registrable Securities that
was current immediately prior to the time of receipt of such notice.

(b)In the event (i) the Company shall give any such
Blocking Notice or Notice, pursuant to Section 5A(a) or (ii) the Registration
Statement is suspended (including, but not limited to, suspensions resulting
from the delisting of the Common Stock or a stop order issued by the Commission)
or trading in the Common Stock on The Nasdaq SmallCap Market or the Nasdaq
National Market is suspended for a period of time (excluding disruptions from
business announcements that result in any halt(s) in trading of not more than
one day on each occasion) and other suspension of trading on such market in
general (each, a "Blackout Period"), the time regarding the effectiveness of
such Registration Statement set forth in Section 5(a) and the Maturity Date (as
defined in the Certificate) of the Preferred Stock and the expiration date of
the Warrants shall be extended by one and one-half (1-1/2) times the number of
days during the period (i) from and including the date of the giving of such
Blocking Notice or Notice to and including the date when the Holders shall have
received the copies of the supplemented or amended Prospectus, the Advice and
any additional or supplemental filings that are incorporated by reference in the
Prospectus or (ii) from and including the date of such suspension to and
including the date when the Registration Statement is declared effective, as
applicable.  Delivery of a Blocking Notice or Notice and the related suspension
of any Registration Statement or the occurrence of a Blackout Period shall not
constitute a default under this Registration Rights Agreement and shall not
create any obligation to pay liquidated damages under Section 2 hereof.
However, if the Holder's ability to sell under the Registration Statement is
suspended for more than ten consecutive trading days or for forty-five (45) days
(whether or not consecutive) during any twelve (12) month period (an "Excess
Blocking Period"), then the Holders shall have the right to receive a 2.0%
reduction in the Conversion Price (as defined in the Certificate) of the
Preferred Stock for each 45-day period (or part thereof) following the beginning
of an Excess Blocking Period until the Excess Blocking Period terminates.  In
addition, if the Excess Blocking Period continues for more than an aggregate of
180 days in any 360-day period, then at Holder's option, the Company shall
redeem Holder's Preferred Stock at a redemption price equal to 125% of the
Aggregate Value thereof, together with all payments due under this Section and
the Agreement.


ALIGN="JUSTIFY">6.Indemnification.
(a)Company Indemnity.  The Company will indemnify
each Holder, each of its officers, directors, managers, members and partners,
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act and the rules and regulations thereunder with respect to which
registration, qualification or compliance has been effected pursuant to this
Registration Rights Agreement, and each underwriter, if any, and each person who
controls, within the meaning of Section 15 of the Securities Act and the rules
and regulations thereunder, any underwriter, against all claims, losses, damages
and liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance, or arising out of or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Securities Act or any state securities law
or in either case, any rule or regulation thereunder applicable to the Company
and relating to action or inaction required of the Company in connection with
any such registration, qualification or compliance, and will reimburse each
Holder, each of its officers, directors and partners, and each person
controlling such Holder, each such underwriter and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending any such claim, loss, damage,
liability or action, provided that the Company will not be liable in any such
case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based solely on any untrue statement or omission (or alleged
untrue statement or omission) that is made in reliance upon and in conformity
with written information furnished to the Company by such Holder or the
underwriter expressly for use therein. The indemnity agreement contained in this
Section 6(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Company (which consent will not be unreasonably withheld).

(b)Holder Indemnity. Each Holder will, if
Registrable Securities held by it are included in the securities as to which
such registration, qualification or compliance is being effected, indemnify the
Company, each of its directors, officers, partners, and each underwriter, if
any, of the Company's securities covered by such a registration statement, each
person who controls the Company or such underwriter within the meaning of
Section 15 of the Securities Act and the rules and regulations thereunder, each
other Holder (if any), and each of their officers, directors, managers, members
and partners, and each person controlling such other Holder within the meaning
of Section 15 of the Securities Act and the rules and regulations thereunder
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or arising out of or based on
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statement therein not misleading, and
will reimburse the Company and such other Holders and their directors, officers,
managers, members and partners, underwriters or control persons for any legal or
any other expenses reasonably incurred in connection with investigating and
defending any such claim, loss, damage, liability or action, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by such Holder
expressly for use therein; provided that no Holder shall be liable under
this indemnity for an amount in excess of the net proceeds received by such
Holder from the sale of the Registrable Securities pursuant to such registration
statement.  The indemnity agreement contained in this Section 6(b) shall not
apply to amounts paid in settlement of any such claims, losses, damages or
liabilities if such settlement is effected without the consent of such Holder
(which consent shall not be unreasonably withheld).

(c)Procedure. Each party entitled to
indemnification under this Article (the "Indemnified Party") shall give notice
to the party required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim in any litigation resulting therefrom;
provided that counsel for the Indemnifying Party, who shall conduct the
defense of such claim or any litigation resulting therefrom, shall be approved
by the Indemnified Party (whose approval shall not be unreasonably withheld),
and the Indemnified Party may participate in such defense at the Indemnified
Party's expense; provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 6 except to the extent
that the Indemnifying Party is materially and adversely affected by such failure
to provide notice. The Indemnifying Party shall not, in connection with any one
such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) at
any time for such Indemnified Party; provided, however, that if
separate firm(s) of attorneys are required due to a conflict of interest, then
the Indemnifying Party shall be liable for the reasonable fees and expenses of
each such separate firm. No Indemnifying Party, in the defense of any such claim
or litigation, shall, except with the consent of each Indemnified Party, consent
to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.  Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom. 

7.Contribution.
(a)  If the indemnification provided for in Section 6 herein is unavailable to
the Indemnified Parties in respect of any losses, claims, damages or liabilities
referred to herein (other than by reason of the exceptions provided therein),
then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such losses, claims, damages or liabilities (i) as between the
Company on the one hand and the Holder or underwriters, as the case may be, on
the other, in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Holder or underwriters, as the
case may be, on the other from the offering of the Registrable Securities, or if
such allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and of the Holder or underwriters, as the
case may be, on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations and (ii) as between the Company on the one
hand and the Holder on the other, in such proportion as is appropriate to
reflect the relative fault of the Company and of the Holder in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations.

(b)The relative benefits received by the Company on the
one hand and the Holders or the underwriters, as the case may be, on the other
shall be deemed to be in the same proportion as the proceeds from the offering
(net of underwriting discounts and commissions but before deducting expenses)
received by the Company from the initial sale of the Registrable Securities by
the Company to the Holders pursuant to this Registration Rights Agreement bear
to the net proceeds received by the Holders from the sale of Registrable
Securities pursuant to the Registration Statement or the total underwriting
discounts and commissions received by the underwriters as set forth in the table
on the cover page of the Prospectus, as the case may be.  The relative fault of
the Company on the one hand and of the Holders or underwriters, as the case may
be, on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company, by the Holders or by the underwriters. 

(c)In no event shall the obligation of any Indemnifying
Party to contribute under this Section 7 exceed the amount that such
Indemnifying Party would have been obligated to pay by way of indemnification if
the indemnification provided for under clauses (a) or (b) of Section 6 hereof
had been available under the circumstances. 

(d)The Company and the Holders agree that it would not be
just and equitable if contribution pursuant to this Section 7 were determined by
pro rated allocation (even if the Holders or the underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take account the equitable considerations referred to in the immediately
preceding paragraphs. The amount paid or payable by an Indemnified Party as a
result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraphs shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim.  Notwithstanding the provisions of this Section 7, no Holder or
underwriter shall be required to contribute any amount in excess of the amount
by which (i) in the case of such Holder, the total price at which the shares of
Common Stock offered by such Holder and distributed to the public, or offered to
the public, exceed the amount paid by such Holder for the underlying Preferred
Stock converted into such shares of Common Stock, (ii) in the case of an
underwriter, the total price at which the Registrable Securities purchased by it
and distributed to the public were offered to the public exceeds, in any such
case, the amount of any damages that the Holders or underwriter have otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

8.Changes in Common
Stock or Preferred Stock.  If, and as often as, there is any change in the
Common Stock or Preferred Stock by way of a stock split, stock dividend,
combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby shall continue with respect to the Common Stock or
Preferred Stock as so changed.

9.Rule 144
Reporting.  With a view to making available the benefits of certain rules
and regulations of the Commission which may at any time permit the sale of the
Preferred Stock and the Shares to the public without registration, at all times
after ninety (90) days after any registration statement covering a public
offering of securities of the Company under the Securities Act shall have become
effective, the Company agrees to: 
(a)make and keep public information available, as those
terms are understood and defined in Rule 144 under the Securities Act; 

(b)use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and 

(c)furnish to each Holder forthwith upon request a
written statement by the Company as to its compliance with the reporting
requirements of such Rule 144 and of the Securities Act and the Exchange Act, a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents so filed by the Company as such holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing such Holder to sell any Preferred Stock or Shares without
registration.



10.Rule 416.  The
Company and the Subscribers each acknowledge that an indeterminate number of
Registrable Securities shall be registered pursuant to Rule 416 under the
Securities Act so as to include in such Registration Statement any and all
Registrable Securities which may become issuable (i) to prevent dilution
resulting from stock splits, stock dividends or similar transactions and (ii) if
permitted by law, by reason of reductions in the Conversion Price (as defined in
the Certificate) of the Preferred Stock in accordance with the terms of thereof,
including, without limitation, the terms which case the Conversion Period
Conversion Price (as defined in the Certificate) to decrease as the price of the
Common Stock decreases (collectively, the "Rule 416 Securities").  In this
regard, the Company agrees to use all reasonable efforts to ensure that the
maximum number of Registrable Securities which may be registered pursuant to
Rule 416 under the Securities Act are covered by the Registration Statement and,
absent guidance from the Commission or other definitive authority to the
contrary, the Company shall use all reasonable efforts to affirmatively support
and not to take any position adverse to the position that the Registration
Statement filed hereunder covers all of the Rule 416 Securities.  

11.Survival.  The
indemnity and contribution agreements contained in Sections 6 and 7 and the
representations and warranties of the Company referred to in Section 2(d)(i)
shall remain operative and in full force and effect regardless of (a) any
termination of this Registration Rights Agreement or any underwriting agreement,
(b) any investigation made by or on behalf of any Indemnified Party or by or on
behalf of the Company and (c) the consummation of the sale or successive resales
of the Registrable Securities. 

12.Information by
Holder.  Each Holder shall promptly furnish to the Company such information
regarding such Holder and the distribution proposed by such Holder as the
Company may reasonably request in writing and as shall be reasonably required in
connection with any registration, qualification or compliance referred to in
this Registration Rights Agreement;  provided, however, each
Holder shall be given at least ten (10) days to respond to such request. All
information provided to the Company by such Holder shall be accurate and
complete in all material respects and such Holder shall promptly notify the
Company if any such information becomes incorrect or incomplete.  If such Holder
does not timely provide such reasonably requested information, such Holder shall
not be entitled to the liquidated damages contemplated by Section 2(b) to the
extent that such delay in the Registration Statement becoming effective is
caused by such failure to timely provide information unless such Holder shall be
able to demonstrate to the Company's satisfaction that such failure to timely
provide did not proportionately contribute to the event giving rise to the
damages obligation.

13.Transfer or
Assignment of Registration Rights.  The rights granted to the Subscribers by
the Company under this Registration Rights Agreement to cause the Company to
register Registrable Securities, may be transferred or assigned to a transferee
or assignee together with any transfer or assignment of the Registrable
Securities, provided that the Company is given written notice by any
applicable Holder at the time of or within a reasonable time after said transfer
or assignment, stating the name and address of said transferee or assignee and
identifying the securities with respect to which such registration rights are
being transferred or assigned, and provided further that the
transferee or assignee of such rights agrees in writing to be bound by this
Registration Rights Agreement.

14.Representations and
Warranties of the Company.  The Company represents and warrants that there
are no agreements, understandings or commitments, oral or written, between the
Company and the holders of its securities pursuant to which such holders have a
right to require the Company to register or qualify any of its securities under
the Securities Act or any applicable state securities laws.

15.Miscellaneous.


(a)Entire Agreement. This Registration Rights
Agreement, the Agreement and the Certificate contain the entire understanding
and agreement of the parties, and may not be modified or terminated except by a
written agreement signed by the parties. 

(b)Notices. Any notice, demand or request required
or permitted to be given by either the Company or the Subscriber pursuant to the
terms of this Registration Rights Agreement shall be in writing and shall be
deemed given when delivered personally, by overnight courier service or by
facsimile, with a hard copy to follow by overnight or two day courier, addressed
to the other party at the address of the party set forth at the end of this
Registration Rights Agreement or such other address as a party may request by
notifying the other in writing.  Copies of all notices (a) to the Subscribers
shall be sent to the address set forth on the signature pages hereof or to such
other address as any Subscriber may hereafter designate, (b) to the Company
shall be sent to the address set forth on page one hereof or to such other
address as the Company may hereafter designate, and (c) to a Holder other than a
Subscriber, shall be sent to the address thereof furnished by like notice to the
Company.  Copies of notices to the Subscribers shall be sent to Stroock &
Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038-4982,
Attention: James R. Tanenbaum, facsimile no.: (212) 806-6006.  Copies of notices
to the Company shall be sent to Orrick, Herrington & Sutcliffe LLP, Old
Federal Reserve Bank Building, 400 Sansome Street, San Francisco, California
94111, Attention: Richard Grey, facsimile no.: (415) 773-5759.

(c)Gender of Terms. All terms used herein shall be
deemed to include the feminine and the neuter, and the singular and the plural,
as the context requires. 

(d)Governing Law; Consent of Jurisdiction.
This Registration Rights Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without regard to
principles of conflicts of law or choice of law except for matters arising under
the Securities Act or the Securities Exchange Act of 1934, as amended, which
matters shall be construed and interpreted in accordance with such laws. The
Company and the Holders hereby agree that all actions or proceedings arising
directly or indirectly from or in connection with this Registration Rights
Agreement shall be litigated only in the Supreme Court of the State of New York
or the United States District Court for the Southern District of New York
located in New York County, New York. The Company and the Holders consent to the
jurisdiction and venue of the foregoing courts and consent that any process or
notice of motion or other application to either of said courts or a judge
thereof may be served inside or outside the State of New York or the Southern
District of New York by registered mail, return receipt requested, directed to
the such party at its address set forth in this Registration Rights Agreement
(and service so made shall be deemed complete five (5) days after the same has
been posted as aforesaid) or by personal service or in such other manner as may
be permissible under the rules of said courts. The parties hereto hereby waive
any right to a trial by jury in connection with any litigation.

(e)Severability.  Notwithstanding any
provision of this Registration Rights Agreement, neither the Company nor any
other party hereto shall be required to take any action which would be in
violation of any applicable Federal or state securities law.  The invalidity or
unenforceability of any provision of this Registration Rights Agreement in any
jurisdiction shall not affect the validity, legality or enforceability of any
other provision of this Registration Rights Agreement in such jurisdiction or
the validity, legality or enforceability of this Registration Rights Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

(f)Further Assurances.  Each of the parties hereto
shall execute such documents and other papers and perform such further acts as
may be reasonably required or desirable to carry out the provisions of this
Registration Rights Agreement and the transactions contemplated hereby.

(g)No Inconsistent Agreements. The Company has
not, as of the date hereof entered into and currently in effect, nor shall the
Company on or after the date of this Registration Rights Agreement, enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders in this Registration Rights Agreement or otherwise
conflicts with the provisions hereof.  The Company has not previously entered
into any agreement currently in effect granting any registration rights with
respect to any of its securities to any Person.  Without limiting the generality
of the foregoing, without the written consent of the Holders of a majority of
the then outstanding Registrable Securities, the Company shall not grant to any
Person the right to request the Company to register any securities of the
Company under the Securities Act unless the rights so granted are subject in all
respects to the prior rights in full of the Holders set forth herein, and are
not otherwise in conflict with the provisions of this Registration Rights
Agreement.

(h)No Piggyback on Registrations.  Neither the
Company nor any of its security holders (other than the Holders in such capacity
pursuant hereto) may include securities of the Company in any Registration
Statement filed pursuant to Section 2(a) hereof, and the Company shall not after
the date hereof enter into any agreement providing such right to any of its
security holders, unless the right so granted is subject in all respects to the
prior rights in full of the Holders set forth herein, and is not otherwise in
conflict with the provisions of this Registration Rights Agreement.

(i)Piggy-Back Registrations.  If at any time when
there is not an effective Registration Statement covering the Shares, the
Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities, other than on Form S-4
or Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans (each, a "Piggyback
Registration Statement"), the Company shall send to each holder of Registrable
Securities written notice of such determination and, if within thirty (30) days
after receipt of such notice, any such holder shall so request in writing,
(which request shall specify the Registrable Securities intended to be disposed
of by the Subscribers), the Company will cause the registration under the
Securities Act of all Registrable Securities which the Company has been so
requested to register by the holder, to the extent requisite to permit the
disposition of the Registrable Securities so to be registered, provided that if
at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any reason
not to register or to delay registration of such securities, the Company may, at
its election, give written notice of such determination to such holder and,
thereupon, (i) in the case of a determination not to register, shall be relieved
of its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay expenses in accordance with
Section 3 hereof), and (ii) in the case of a determination to delay registering,
shall be permitted to delay registering any Registrable Securities being
registered pursuant to this Section 14(i) for the same period as the delay in
registering such other securities.  The Company shall include in such
registration statement all or any part of such Registrable Securities such
holder requests to be registered; provided, however, that the
Company shall not be required to register any Registrable Securities pursuant to
this Section 14(i) that are eligible for sale pursuant to Rule 144(k) of the
Securities Act.  In the case of an underwritten public offering, if the managing
underwriter(s) should reasonably object to the inclusion of the Registrable
Securities in such registration statement, then if the Company after
consultation with the managing underwriter(s) should reasonably determine that
the inclusion of such Registrable Securities would materially adversely affect
the offering contemplated in such registration statement, and based on such
determination recommends inclusion in such registration statement of fewer or
none of the Registrable Securities of the Holders, then (x) the number of
Registrable Securities of the Holders included in such registration statement
shall be reduced pro-rata among such Holders (based upon the number of
Registrable Securities requested to be included in the registration), if the
Company after consultation with the managing underwriter(s) recommends the
inclusion of fewer Registrable Securities, or (y) none of the Registrable
Securities of the Holders shall be included in such registration statement, if
the Company after consultation with the managing underwriter(s) recommends the
inclusion of none of such Registrable Securities; provided,
however, that if securities are being offered for the account of other
Persons as well as the Company, such reduction shall not represent a greater
fraction of the number of Registrable Securities intended to be offered by the
Holders than the fraction of similar reductions imposed on such other Persons
(other than the Company).

(j)Most Favored Registration Rights.  The Company
shall not grant to any Person any registration rights ("New Registration
Rights") with respect to securities of the Company if such New Registration
Rights are, in the reasonable opinion of any Subscriber, superior in any
material fashion to the registration rights granted to any Subscriber pursuant
to this Registration Rights Agreement, unless the holders of a majority of the
Registrable Securities consent to such New Registration Rights in writing.

(k)Titles.  The titles used in this Registration
Rights Agreement are used for convenience only and are not to be considered in
construing or interpreting this Registration Rights Agreement. 

(l)Counterparts.  This Registration Rights
Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts and all of
which together constitute one instrument. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this
Registration Rights Agreement to be duly executed as of the date first above
written. 
CENTURA SOFTWARE CORPORATION

By:  /s/ Richard Lucien

      Name:  Richard Lucien

      Title:  Chief Financial Officer

LEONARDO, L.P.

By: ANGELO, GORDON & CO., L.P.

         its General Partner

By: /s/ Michael L. Gordon

      Name:  Michael L. Gordon

      Title:  Chief Operating Officer

Address:c/o Angelo, Gordon & Co., L.P.

245 Park Avenue, 26th Floor

New York, New York 10167

Attention:  Gary Wolf or Ari Storch

Telephone: (212) 692-2035

Facsimile: (212) 692-6449



PECONIC FUND, LTD.

By: RAMIUS CAPITAL GROUP, LLC

         its Investment Adviser

By: /s/ Jeffrey M. Solomon

      Name: Jeffrey M. Solomon

      Title:  Principal

Address:c/o Ramius Capital Group, LLC

757 Third Avenue, 27th Floor

New York, New York  10017

Attention:Jeffrey M. Solomon

Andrew Strober

Telephone: (212) 845-7917

Facsimile: (212) 845-7999