Peconic Warrant





                                                                   Exhibit 10.4





THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 

WARRANT TO PURCHASE



SHARES OF COMMON STOCK



OF



CENTURA SOFTWARE CORPORATION



Expires December 30, 2004


No. CS-99-2New York, New York

December 30, 1999



 

FOR VALUE RECEIVED, subject to the provisions hereinafter set
forth, the undersigned, CENTURA SOFTWARE CORPORATION, a Delaware corporation
(together with its successors and assigns, the "Issuer"), hereby certifies
that



PECONIC FUND, LTD



or its registered assigns is entitled to subscribe for and
purchase, during the period specified in this Warrant, up to 77,319 shares
(subject to adjustment as hereinafter provided) of the duly authorized, validly
issued, fully paid and non-assessable common stock, par value $0.01 per share,
of the Issuer (the "Common Stock"), at an exercise price per share equal to the
Warrant Price then in effect, subject, however, to the provisions and upon the
terms and conditions hereinafter set forth.  Capitalized terms used in this
Warrant and not otherwise defined herein shall have the respective meanings
specified in Section 7 hereof.



1.Term.  The right to
subscribe for and purchase shares of Warrant Stock represented hereby shall
commence on the date of issuance of this Warrant and shall expire at 5:00 p.m.,
New York City time, on December 30, 2004 (such period being the "Term").  Prior
to the end of the Term, the Issuer will not take any action which would
terminate the Warrants.



2.Method of Exercise
Payment; Issuance of New Warrant; Registration, Transfer and Exchange.



(a)Time of Exercise.  The purchase rights
represented by this Warrant may be exercised in whole or in part at any time and
from time to time during the Term. 



(b)Method of Exercise.  The Holder hereof may
exercise this Warrant, in whole or in part, by the surrender of this Warrant
(with the exercise form attached hereto duly executed) at the principal office
of the Issuer, and by the payment to the Issuer of an amount of consideration
therefor equal to the Warrant Price in effect on the date of such exercise
multiplied by the number of shares of Warrant Stock with respect to which this
Warrant is then being exercised, payable at such Holder's election (i) by
certified or official bank check, (ii) if the Per Share Market Value is greater
than the Warrant Price (at the date of calculation as set forth below), in lieu
of exercising this Warrant for cash, by receiving shares equal to the value (as
determined below) of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the principal office of the Company together with
the properly endorsed Subscription Form annexed hereto and notice of such
election in which event the Company shall issue to the Warrantholder a number of
shares of Common Stock computed using the following formula:



	
X = 
	
Y(A-B)

   A





WhereX =the number of shares of Common Stock to be
issued to the Holder



Y =the number of shares of Common Stock purchasable
under the Warrant or, if only a portion of the Warrant is being exercised, the
portion of the Warrant being canceled (at the date of such calculation)



A =the Per Share Market Value of one share of the
Common Stock (at the date of such calculation)



B =Warrant Price (as adjusted to the date of such
calculation),











or (iii) by a combination of the foregoing methods of payment
selected by the Holder of this Warrant.  In any case where the consideration
payable upon such exercise is being paid in whole or in part pursuant to the
provisions of clause (ii) of this subsection (b), such exercise shall be
accompanied by written notice from the Holder of this Warrant specifying the
manner of payment thereof and containing a calculation showing the number of
shares of Warrant Stock with respect to which rights are being surrendered
thereunder and the net number of shares to be issued after giving effect to such
surrender.



(c)Issuance of Stock Certificates.  In the event
of any exercise of the rights represented by this Warrant in accordance with and
subject to the terms and conditions hereof, (i) certificates for the shares of
Warrant Stock so purchased shall be dated the date of such exercise and
delivered to the Holder hereof within a reasonable time, not exceeding three
Trading Days after such exercise, and the Holder hereof shall be deemed for all
purposes to be the Holder of the shares of Warrant Stock so purchased as of the
date of such exercise, and (ii) unless this Warrant has expired, a new Warrant
representing the number of shares of Warrant Stock, if any, with respect to
which this Warrant shall not then have been exercised (less any amount thereof
which shall have been cancelled in payment or partial payment of the Warrant
Price as hereinabove provided) shall also be issued to the Holder hereof at the
Issuer's expense within such time.



(d)Registration.  The Warrants shall be
numbered and shall be registered in a Warrant register (the "Warrant Register").
The Issuer shall be entitled to treat the registered holder of any Warrant on
the Warrant Register (the "Holder") as the owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or other claim to or
interest in such Warrant on the part of any other person, and shall not be
liable for any registration of transfer of Warrants which are registered or are
to be registered in the name of a fiduciary or the nominee of a fiduciary unless
made with the actual knowledge that a fiduciary or nominee is committing a
breach of trust in requesting such registration of transfer, or with such
knowledge of such facts that its participation therein amounts to bad faith.
The Warrants shall be registered initially in the name of Holder as set forth in
the first sentence of this Warrant in such denominations as Holder may request
in writing to the Issuer.  



(e)Transfer of Warrant. The Warrants will not be
sold, transferred, assigned or hypothecated, in part or in whole (other than by
will or pursuant to the laws of descent and distribution), except to registered
assigns of the Holder and thereafter only upon delivery thereof duly endorsed by
the Holder or by his duly authorized attorney or representative, or accompanied
by proper evidence of succession, assignment or authority to transfer.  In all
cases of transfer by an attorney, the original power of attorney, duly approved,
or an official copy thereof, duly certified, shall be deposited with the Issuer.
In case of transfer by executors, administrators, guardians or other legal
representatives, duly authenticated evidence of their authority shall be
produced, and may be required to be deposited with the Issuer in its discretion.
Upon any registration of transfer, the Issuer shall deliver a new Warrant or
Warrants to the persons entitled thereto.  The Warrants may be exchanged at the
option of the Holder thereof for another Warrant, or other Warrants, of
different denominations, of like tenor and representing in the aggregate the
right to purchase a like number of shares of Common Stock upon surrender to the
Issuer or its duly authorized agent. Notwithstanding the foregoing, the Issuer
shall have no obligation to cause Warrants to be transferred on its books to any
person if such transfer would violate the Securities Act.



(f)Compliance with Securities Laws.


(i)The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the shares of Warrant Stock to be issued upon
exercise hereof are being acquired solely for the Holder's own account and not
as a nominee for any other party, and for investment, and that the Holder will
not offer, sell or otherwise dispose of this Warrant or any shares of Warrant
Stock to be issued upon exercise hereof except pursuant to an effective
registration statement, or an exemption from registration, under the Securities
Act and any applicable state securities laws.



(ii)Except as provided in paragraph (iii) below, this
Warrant and all certificates representing shares of Warrant Stock issued upon
exercise hereof shall be stamped or imprinted with a legend in substantially the
following form:


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.





(iii)The restrictions imposed by this subsection (f) upon
the transfer of this Warrant and the shares of Warrant Stock to be purchased
upon exercise hereof shall terminate (A) when such securities shall have been
effectively registered under the Securities Act, (B) upon the Issuer's receipt
of an opinion of counsel, in form and substance reasonably satisfactory to the
Issuer, addressed to the Issuer to the effect that such restrictions are no
longer required to ensure compliance with the Securities Act or (C) upon the
Issuer's receipt of other evidence reasonably satisfactory to the Issuer that
such registration is not required.  Whenever such restrictions shall cease and
terminate as to any such securities, the Holder thereof shall be entitled to
receive from the Issuer (or its transfer agent and registrar), without expense
(other than applicable transfer taxes, if any), new Warrants (or, in the case of
shares of Warrant Stock, new stock certificates) of like tenor not bearing the
applicable legends required by paragraph (ii) above relating to the Securities
Act and state securities laws.





(g)Continuing Rights of Holder.  The Issuer will,
at the time of or at any time after each exercise of this Warrant, upon the
request of the Holder hereof or of any shares of Warrant Stock issued upon such
exercise, acknowledge in writing the extent, if any, of its continuing
obligation to afford to such Holder all rights to which such Holder shall
continue to be entitled after such exercise in accordance with the terms of this
Warrant, provided that if any such Holder shall fail to make any such
request, the failure shall not affect the continuing obligation of the Issuer to
afford such rights to such Holder.



3.Stock Fully Paid;
Reservation and Listing of Shares; Covenants.



(a)Stock Fully Paid.  The Issuer represents,
warrants, covenants and agrees that all shares of Warrant Stock which may be
issued upon the exercise of this Warrant or otherwise hereunder will, upon
issuance, be duly authorized, validly issued, fully paid and non-assessable and
free from all taxes, liens and charges created by or through Issuer.  The Issuer
further covenants and agrees that during the period within which this Warrant
may be exercised, the Issuer will at all times have authorized and reserved for
the purpose of the issue upon exercise of this Warrant a sufficient number of
shares of Common Stock to provide for the exercise of this Warrant.



(b)Payment of Taxes.  The Issuer will pay all
documentary stamp taxes, if any, attributable to the issuance of Warrant Stock;
provided, however, that the Issuer shall not be required to pay any tax or taxes
which may be payable in respect of any transfer involved in the issue or
delivery of any certificates for Warrant Stock in a name other than that of the
Holder of Warrants in respect of which such Warrant Stock is issued.



(c)Reservation.  If any shares of Common Stock
required to be reserved for issuance upon exercise of this Warrant or as
otherwise provided hereunder require registration or qualification with any
governmental authority under any federal or state law before such shares may be
so issued, the Issuer will in good faith use its best efforts as expeditiously
as possible at its expense to cause such shares to be duly registered or
qualified.  The transfer agent for the Common Stock (the "Transfer Agent"), and
every subsequent transfer agent, if any, for the Warrant Stock will be
irrevocably authorized and directed at all times until the end of the Term to
reserve such number of authorized and unissued shares of Common Stock as shall
be required for such purpose.  The Issuer will keep a copy of this Agreement on
file with the Transfer Agent and with every subsequent transfer agent for of the
Issuer's securities issuable upon the exercise of the Warrants.  The Issuer will
supply the Transfer Agent or any subsequent transfer agent with duly executed
certificates for such purpose and will itself provide or otherwise make
available any cash which may be distributable as provided in Section 6 of this
Agreement.  All Warrants surrendered in the exercise of the rights thereby
evidenced shall be canceled, and such canceled Warrants shall constitute
sufficient evidence of the number of Shares that have been issued upon the
exercise of such Warrants.  No shares  of Common Stock shall be subject to
reservation in respect of unexercised Warrants subsequent to the end of the
Term.  If the Issuer shall list any shares of Common Stock on any securities
exchange or market it will, at its expense, list thereon, maintain and increase
when necessary such listing, of, all shares of Warrant Stock from time to time
issued upon exercise of this Warrant or as otherwise provided hereunder, and, to
the extent permissible under the applicable securities exchange rules, all
unissued shares of Warrant Stock which are at any time issuable hereunder, so
long as any shares of Common Stock shall be so listed.  The Issuer will also so
list on each securities exchange or market, and will maintain such listing of,
any other securities which the Holder of this Warrant shall be entitled to
receive upon the exercise of this Warrant if at the time any securities of the
same class shall be listed on such securities exchange or market by the
Issuer.



(d)Covenants.  The Issuer shall not by any action
including, without limitation, amending the certificate of incorporation or the
by-laws of the Issuer, or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of the Holder hereof against dilution (to the
extent specifically provided herein) or impairment.  Without limiting the
generality of the foregoing, the Issuer will (i) not permit the par value, if
any, of its Common Stock to exceed the then effective Warrant Price, (ii) not
amend or modify any provision of the certificate of incorporation or by-laws of
the Issuer in any manner that would adversely affect in any way the powers,
preferences or relative participating, optional or other special rights of the
Common Stock or which would adversely affect the rights of the Holders of the
Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
reasonably necessary to enable the Issuer to perform its obligations under this
Warrant.



(e)Loss, Theft, Destruction of Warrants.  Upon
receipt of evidence satisfactory to the Issuer of the ownership of and the loss,
theft, destruction or mutilation of any Warrant and, in the case of any such
loss, theft or destruction, upon receipt of indemnity or security satisfactory
to the Issuer or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant, the Issuer will make and deliver, in lieu of such
lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same number of shares of Common
Stock.



(f)Rights and Obligations under the Registration
Rights Agreement.  This Warrant and the Warrant Stock are entitled to the
benefits and subject to the terms of the Registration Rights Agreement dated as
of even date herewith between the Issuer and the Holders listed on the signature
pages thereof (as amended from time to time, the "Registration Rights
Agreement").  The Issuer shall keep or cause to be kept a copy of the
Registration Rights Agreement, and any amendments thereto, at its chief
executive office and shall furnish, without charge, copies thereof to the Holder
upon request.



4.Adjustment of Warrant
Price and Warrant Share Number.  The number and kind of Securities
purchasable upon the exercise of this Warrant and the Warrant Price shall be
subject to adjustment from time to time upon the happening of certain events as
follows:



(a)Recapitalization, Reorganization, Reclassification,
Consolidation, Merger or Sale.  
(i)  In case the Issuer after the Original Issue Date
shall do any of the following (each, a "Triggering Event"): (a) consolidate with
or merge into any other Person and the Issuer shall not be the continuing or
surviving corporation of such consolidation or merger, or (b) permit any other
Person to consolidate with or merge into the Issuer and the Issuer shall be the
continuing or surviving Person but, in connection with such consolidation or
merger, any Capital Stock of the Issuer shall be changed into or exchanged for
Securities of any other Person or cash or any other property, or (c) transfer
all or substantially all of its properties or assets to any other Person, or (d)
effect a capital reorganization or reclassification of its Capital Stock, then,
and in the case of each such Triggering Event, proper provision shall be made so
that, upon the basis and the terms and in the manner provided in this Warrant,
the Holder of this Warrant shall be entitled  upon the exercise hereof at any
time after the consummation of such Triggering Event, to the extent this Warrant
is not exercised prior to such Triggering Event, or is redeemed in connection
with such Triggering Event, to receive at the Warrant Price in effect at the
time immediately prior to the consummation of such Triggering Event in lieu of
the Common Stock issuable upon such exercise of this Warrant prior to such
Triggering Event, the Securities, cash and property to which such Holder would
have been entitled upon the consummation of such Triggering Event if such Holder
had exercised the rights represented by this Warrant immediately prior thereto,
subject to adjustments and increases (subsequent to such corporate action) as
nearly equivalent as possible to the adjustments provided for in Section 4
hereof.



(ii)Notwithstanding anything contained in this
Warrant to the contrary, the Issuer will not effect any Triggering Event unless,
prior to the consummation thereof, each Person (other than the Issuer) which may
be required to deliver any Securities, cash or property upon the exercise of
this Warrant as provided herein shall assume, by written instrument delivered
to, and reasonably satisfactory to, the Holder of this Warrant, (A) the
obligations of the Issuer under this Warrant (and if the Issuer shall survive
the consummation of such Triggering Event, such assumption shall be in addition
to, and shall not release the Issuer from, any continuing obligations of the
Issuer under this Warrant) and (B) the obligation to deliver to such Holder such
shares of Securities, cash or property as, in accordance with the foregoing
provisions of this subsection (a), such Holder shall be entitled to receive, and
such Person shall have similarly delivered to such Holder an opinion of counsel
for such Person, which counsel shall be reasonably satisfactory to such Holder,
stating that this Warrant shall thereafter continue in full force and effect and
the terms hereof (including, without limitation, all of the provisions of this
subsection (a)) shall be applicable to the Securities, cash or property which
such Person may be required to deliver upon any exercise of this Warrant or the
exercise of any rights pursuant hereto. 





(b)Subdivision or Combination of Shares.  If the
Issuer, at any time while this Warrant is outstanding, shall subdivide or
combine any shares of Common Stock, (i) in case of subdivision of shares, the
Warrant Price shall be proportionately reduced (as at the effective date of such
subdivision or, if the Issuer shall take a record of Holders of its Common Stock
for the purpose of so subdividing, as at the applicable record date, whichever
is earlier) to reflect the increase in the total number of shares of Common
Stock outstanding as a result of such subdivision, or (ii) in the case of a
combination of shares, the Warrant Price shall be proportionately increased (as
at the effective date of such combination or, if the Issuer shall take a record
of Holders of its Common Stock for the purpose of so combining, as at the
applicable record date, whichever is earlier) to reflect the reduction in the
total number of shares of Common Stock outstanding as a result of such
combination.



(c)Certain Dividends and Distributions.  If the
Issuer, at any time while this Warrant is outstanding, shall:


(i)Stock Dividends.  Pay a dividend in, or make
any other distribution to its stockholders (without consideration therefor) of,
shares of Common Stock, the Warrant Price shall be adjusted, as at the date the
Issuer shall take a record of the Holders of the Issuer's Capital Stock for the
purpose of receiving such dividend or other distribution (or if no such record
is taken, as at the date of such payment or other distribution), to that price
determined by multiplying the Warrant Price in effect immediately prior to such
record date (or if no such record is taken, then immediately prior to such
payment or other distribution), by a fraction (1) the numerator of which shall
be the total number of shares of Common Stock outstanding immediately prior to
such dividend or distribution, and (2) the denominator of which shall be the
total number of shares of Common Stock outstanding immediately after such
dividend or distribution (plus in the event that the Issuer paid cash for
fractional shares, the number of additional shares which would have been
outstanding had the Issuer issued fractional shares in connection with said
dividends); or



(ii)Other Dividends.  Pay a dividend on, or make
any distribution of its assets upon or with respect to (including, but not
limited to, a distribution of its property as a dividend in liquidation or
partial liquidation or by way of return of capital), the Common Stock (other
than as described in clause (i) of this subsection (c)), or in the event that
the Issuer shall offer options or rights to subscribe for shares of Common
Stock, or issue any Common Stock Equivalents, to all of its holders of Common
Stock, then on the record date for such payment, distribution or offer or, in
the absence of a record date, on the date of such payment, distribution or
offer, the Holder shall receive what the Holder would have received had it
exercised this Warrant in full immediately prior to the record date of such
payment, distribution or offer or, in the absence of a record date, immediately
prior to the date of such payment, distribution or offer.





(d)Issuance of Additional Shares of Common Stock.
If the Issuer, at any time while this Warrant is outstanding but prior to thirty
(30) months after the date hereof, shall issue any Additional Shares of Common
Stock (otherwise than as provided in the foregoing subsections (a) through (c)
of this Section 4), at a price per share less than the Warrant Price then in
effect or less than the Per Share Market Value then in effect or without
consideration, then the Warrant Price upon each such issuance shall be adjusted
to that price (rounded to the nearest cent) determined by multiplying the
Warrant Price then in effect by a fraction:


(i)the numerator of which shall be equal to the sum of
(A) the number of shares of Common Stock outstanding immediately prior to the
issuance of such Additional Shares of Common Stock plus (B) the number of shares
of Common Stock (rounded to the nearest whole share) which the aggregate
consideration for the total number of such Additional Shares of Common Stock so
issued would purchase at a price per share equal to the greater of the Per Share
Market Value then in effect and the Warrant Price then in effect, and



(ii) the denominator of which shall be equal to the
number of shares of Common Stock outstanding immediately after the issuance of
such Additional Shares of Common Stock.





The provisions of this subsection (d) shall not apply under
any of the circumstances for which an adjustment is provided in subsections (a),
(b) or (c) of this Section 4.  No adjustment of the Warrant Price shall be made
under this subsection (d) upon the issuance of any Additional Shares of Common
Stock which are issued pursuant to any Common Stock Equivalent if upon the
issuance of such Common Stock Equivalent (x) any adjustment shall have been made
pursuant to subsection (e) of this Section 4 or (y) no adjustment was required
pursuant to subsection (e) of this Section 4.  No adjustment of the Warrant
Price shall be made under this subsection (d) in an amount less than $.01 per
share, but any such lesser adjustment shall be carried forward and shall be made
at the time and together with the next subsequent adjustment, if any, which
together with any adjustments so carried forward shall amount to $.01 per share
or more, provided that upon any adjustment of the Warrant Price as a result of
any dividend or distribution payable in Common Stock or Convertible Securities
or the reclassification, subdivision or combination of Common Stock into a
greater or smaller number of shares, the foregoing figure of $.01 per share (or
such figure as last adjusted) shall be adjusted (to the nearest one-half cent)
in proportion to the adjustment in the Warrant Price.



(e)Issuance of Common Stock Equivalents.  If the
Issuer, at any time while this Warrant is outstanding but prior to thirty (30)
months after the date hereof, shall issue any Common Stock Equivalent and the
price per share for which Additional Shares of Common Stock may be issuable
thereafter pursuant to such Common Stock Equivalent shall be less than the
Warrant Price then in effect or less than the Per Share Market Value then in
effect, or if, after any such issuance of Common Stock Equivalents, the price
per share for which Additional Shares of Common Stock may be issuable thereafter
is amended or adjusted, and such price as so amended shall be less than the
Warrant Price or less than the Per Share Market Value in effect at the time of
such amendment, then the Warrant Price upon each such issuance or amendment
shall be adjusted as provided in the first sentence of subsection (d) of this
Section 4 on the basis that (1) the maximum number of Additional Shares of
Common Stock issuable pursuant to all such Common Stock Equivalents shall be
deemed to have been issued (whether or not such Common Stock Equivalents are
actually then exercisable, convertible or exchangeable in whole or in part) as
of the earlier of (A) the date on which the Issuer shall enter into a firm
contract for the issuance of such Common Stock Equivalent, or (B) the date of
actual issuance of such Common Stock Equivalent, and (2) the aggregate
consideration for such maximum number of Additional Shares of Common Stock shall
be deemed to be the minimum consideration received or receivable by the Issuer
for the issuance of such Additional Shares of Common Stock pursuant to such
Common Stock Equivalent.  No adjustment of the Warrant Price shall be made under
this subsection (e) upon the issuance of any Convertible Security which is
issued pursuant to the exercise of any warrants or other subscription or
purchase rights therefor, if any adjustment shall previously have been made in
the Warrant Price then in effect upon the issuance of such warrants or other
rights pursuant to this subsection (e).  If no adjustment is required under this
subsection (e) upon issuance of any Common Stock Equivalent or once an
adjustment is made under this subsection (e) based upon the Per Share Market
Value in effect on the date of such adjustment, no further adjustment shall be
made under this subsection (e) based solely upon a change in the Per Share
Market Value after such date.



(f)Purchase of Common Stock by the Issuer.  If the
Issuer at any time while this Warrant is outstanding but prior to thirty (30)
months after the date hereof shall, directly or indirectly through a Subsidiary
or otherwise, purchase, redeem or otherwise acquire any shares of Common Stock
at a price per share greater than the Per Share Market Value then in effect,
then the Warrant Price upon each such purchase, redemption or acquisition shall
be adjusted to that price determined by multiplying such Warrant Price by a
fraction (i) the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such purchase, redemption or acquisition
minus the number of shares of Common Stock which the aggregate consideration for
the total number of such shares of Common Stock so purchased, redeemed or
acquired would purchase at the Per Share Market Value; and (ii) the denominator
of which shall be the number of shares of Common Stock outstanding immediately
after such purchase, redemption or acquisition.  For the purposes of this
subsection (f), the date as of which the Per Share Market Value shall be
computed shall be the earlier of (x) the date on which the Issuer shall enter
into a firm contract for the purchase, redemption or acquisition of such Common
Stock, or (y) the date of actual purchase, redemption or acquisition of such
Common Stock.  For the purposes of this subsection (f), a purchase, redemption
or acquisition of a Common Stock Equivalent shall be deemed to be a purchase of
the underlying Common Stock, and the computation herein required shall be made
on the basis of the full exercise, conversion or exchange of such Common Stock
Equivalent on the date as of which such computation is required hereby to be
made, whether or not such Common Stock Equivalent is actually exercisable,
convertible or exchangeable on such date.



(g)Other Provisions Applicable to Adjustments Under
this Section 4.  The following provisions shall be applicable to the making
of adjustments in the Warrant Price hereinbefore provided in Section 4:


(i)Computation of Consideration.  The
consideration received by the Issuer shall be deemed to be the following: to the
extent that any Additional Shares of Common Stock or any Common Stock
Equivalents shall be issued for a cash consideration, the consideration received
by the Issuer therefor, or if such Additional Shares of Common Stock or Common
Stock Equivalents are offered by the Issuer for subscription, the subscription
price, or, if such Additional Shares of Common Stock or Common Stock Equivalents
are sold to underwriters or dealers for public offering without a subscription
offering, the public offering price, in any such case excluding any amounts paid
or receivable for accrued interest or accrued dividends and without deduction of
any compensation, discounts, commissions, or expenses paid or incurred by the
Issuer for or in connection with the underwriting thereof or otherwise in
connection with the issue thereof; to the extent that such issuance shall be for
a consideration other than cash, then, except as herein otherwise expressly
provided, the fair market value of such consideration at the, time of such
issuance as determined in good faith by the Board.  The consideration for any
Additional Shares of Common Stock issuable pursuant to any Common Stock
Equivalents shall be the consideration received by the Issuer for issuing such
Common Stock Equivalents, plus the additional consideration payable to the
Issuer upon the exercise, conversion or exchange of such Common Stock
Equivalents.  In case of the issuance at any time of any Additional Shares of
Common Stock or Common Stock Equivalents in payment or satisfaction of any
dividend upon any class of Capital Stock of the Issuer other than Common Stock,
the Issuer shall be deemed to have received for such Additional Shares of Common
Stock or Common Stock Equivalents a consideration equal to the amount of such
dividend so paid or satisfied.  In any case in which the consideration to be
received or paid shall be other than cash, the Board shall notify the Holder of
this Warrant of its determination of the fair market value of such consideration
prior to payment or accepting receipt thereof.  If, within thirty days after
receipt of said notice, the Majority Holders shall notify the Board in writing
of their objection to such determination, a determination of the fair market
value of such consideration shall be made by an Independent Appraiser selected
by the Majority Holders with the approval of the Board (which approval shall not
be unreasonably withheld), whose fees and expenses shall be paid by the
Issuer.



(ii)Readjustment of Warrant Price.  Prior to
thirty (30) months after the date hereof and upon the expiration or termination
of the right to convert, exchange or exercise any Common Stock Equivalent the
issuance of which effected an adjustment in the Warrant Price, if such Common
Stock Equivalent shall not have been converted, exercised or exchanged in its
entirety, the number of shares of Common Stock deemed to be issued and
outstanding by reason of the fact that they were issuable upon conversion,
exchange or exercise of any such Common Stock Equivalent shall no longer be
computed as set forth above, and the Warrant Price shall forthwith be readjusted
and thereafter be the price which it would have been (but reflecting any other
adjustments in the Warrant Price made pursuant to the provisions of this Section
4 after the issuance of such Common Stock Equivalent) had the adjustment of the
Warrant Price been made in accordance with the issuance or sale of the number of
Additional Shares of Common Stock actually issued upon conversion, exchange or
issuance of such Common Stock Equivalent and thereupon only the number of
Additional Shares of Common Stock actually so issued shall be deemed to have
been issued and only the consideration actually received by the Issuer (computed
as in clause (i) of this subsection (g)) shall be deemed to have been received
by the Issuer.



(iii) Outstanding Common Stock.  The number of
shares of Common Stock at any time outstanding shall (A) not include any shares
thereof then directly or indirectly owned or held by or for the account of the
Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of
Common Stock then issuable upon conversion, exercise or exchange of any then
outstanding Common Stock Equivalents or any other evidences of indebtedness,
shares of Capital Stock (including, without limitation, the Preferred Stock) or
other Securities which are or may be at any time convertible into or
exchangeable for shares of Common Stock or Other Common Stock.





(h)Other Action Affecting Common Stock.  In case
after the Original Issue Date the Issuer shall take any action affecting its
Common Stock, other than an action described in any of the foregoing subsections
(a) through (g) of this Section 4, inclusive, and the failure to make any
adjustment would not fairly protect the purchase rights represented by this
Warrant in accordance with the essential intent and principle of this Section 4,
then the Warrant Price shall be adjusted in such manner and at such time as the
Board may in good faith determine to be equitable in the circumstances.



(i)Adjustment of Warrant Share Number.  Upon each
adjustment in the Warrant Price pursuant to any of the foregoing provisions of
this Section 4, the Warrant Share Number shall be adjusted, to the nearest one
hundredth of a whole share, to the product obtained by multiplying the Warrant
Share Number immediately prior to such adjustment in the Warrant Price by a
fraction, the numerator of which shall be the Warrant Price immediately before
giving effect to such adjustment and the denominator of which shall be the
Warrant Price immediately after giving effect to such adjustment.  If the Issuer
shall be in default under any provision contained in Section 3 of this Warrant
so that shares issued at the Warrant Price adjusted in accordance with this
Section 4 would not be validly issued, the adjustment of the Warrant Share
Number provided for in the foregoing sentence shall nonetheless be made and the
Holder of this Warrant shall be entitled to purchase such greater number of
shares at the lowest price at which such shares may then be validly issued under
applicable law.  Such exercise shall not constitute a waiver of any claim
arising against the Issuer by reason of its default under Section 3 of this
Warrant.



(j)Form of Warrant after Adjustments.  The
form of this Warrant need not be changed because of any adjustments in the
Warrant Price or the number and kind of Securities purchasable upon the exercise
of this Warrant.



5.Notice of
Adjustments.  Whenever the Warrant Price or Warrant Share Number shall be
adjusted pursuant to Section 4 hereof (for purposes of this Section 5, each an
"adjustment"), the Issuer shall cause its Chief Financial Officer to prepare and
execute a certificate setting forth, in reasonable detail, the event requiring
the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated (including a description of the basis on which the
Board made any determination hereunder), and the Warrant Price and Warrant Share
Number after giving effect to such adjustment, and shall cause copies of such
certificate to be delivered to the Holder of this Warrant promptly after each
adjustment.  Any dispute between the Issuer and the Holder of this Warrant with
respect to the matters set forth in such certificate may at the option of the
Holder of this Warrant be submitted to one of the national accounting firms
currently known as the "big five" selected by the Holder, provided that
the Issuer shall have ten days after receipt of notice from such Holder of its
selection of such firm to object thereto, in which case such Holder shall select
another such firm and the Issuer shall have no such right of objection.  The
firm selected by the Holder of this Warrant as provided in the preceding
sentence shall be instructed to deliver a written opinion as to such matters to
the Issuer and such Holder within thirty days after submission to it of such
dispute.  Such opinion shall be final and binding on the parties hereto.  The
fees and expenses of such accounting firm shall be paid by the Issuer.



6.Fractional Shares.
No fractional shares of Warrant Stock will be issued in connection with and
exercise hereof, but in lieu of such fractional shares, the Issuer shall make a
cash payment therefor equal in amount to the product of the applicable fraction
multiplied by the Per Share Market Value then in effect.



7.Definitions.  For
the purposes of this Warrant, the following terms have the following
meanings:


"Additional Shares of Common Stock" means all shares of
Common Stock issued by the Issuer after the Original Issue Date, and all shares
of Other Common, if any, issued by the Issuer after the Original Issue Date,
except (i) Warrant Stock and (ii) any shares of Common Stock issuable upon
conversion of the Preferred Stock pursuant to the Preferred Stock Certificate of
Designation.



"Board" means the Board of Directors of the Issuer.



"Capital Stock" means and includes (i) any and all shares,
interests, participations or other equivalents of or interests in (however
designated) corporate stock, including, without limitation, shares of preferred
or preference stock, (ii) all partnership interests (whether general or limited)
in any Person which is a partnership, (iii) all membership interests or limited
liability company interests in any limited liability company, and (iv) all
equity or ownership interests in any Person of any other type.



"Common Stock" means the Common Stock, $0.01 par value, of
the Issuer and any other Capital Stock into which such stock may hereafter be
changed.



"Common Stock Equivalent" means any Convertible Security or
warrant, option or other right to subscribe for or purchase any Additional
Shares of Common Stock or any Convertible Security (other than (a) a warrant or
stock option issued pursuant to any stock or option or similar equity-based
compensation plan for employees, officers, directors or consultants or (b) up to
250,000 warrants issued in any twelve (12) month period on a cumulative basis
that are not compensatory in nature).



"Convertible Securities" means evidences of indebtedness,
shares of Capital Stock or other Securities which are or may be at any time
convertible into or exchangeable for Additional Shares of Common Stock.  The
term "Convertible Security" means one of the Convertible Securities.



"Governmental Authority" means any governmental, regulatory
or self-regulatory entity, department, body, official, authority, commission,
board, agency or instrumentality, whether federal, state or local, and whether
domestic or foreign.



"Holders" mean the Persons who shall from time to time own
any Warrant.  The term "Holder" means one of the Holders.



"Independent Appraiser" means a nationally recognized or
major regional investment banking firm or firm of independent certified public
accountants of recognized standing (which may be the firm that regularly
examines the financial statements of the Issuer) that is regularly engaged in
the business of appraising the Capital Stock or assets of corporations or other
entities as going concerns, and which is not affiliated with either the Issuer
or the Holder of any Warrant.



"Issuer" means Centura Software Corporation, a Delaware
corporation, and its successors. 



"Majority Holders" means at any time the Holders of Warrants
exercisable for a majority of the shares of Warrant Stock issuable under the
Warrants at the time outstanding.



"NASDAQ" means the National Association of Securities Dealers
Automated Quotation System.



"Original Issue Date" means December 30, 1999.



"Other Common" means any other Capital Stock of the Issuer of
any class which shall be authorized at any time after the date of this Warrant
(other than Common Stock) and which shall have the right to participate in the
distribution of earnings and assets of the Issuer without limitation as to
amount.



"Person" means an individual, corporation, limited liability
company, partnership, joint stock company, trust, unincorporated organization,
joint venture, Governmental Authority or other entity of whatever nature.



"Per Share Market Value" means on any particular date (a) the
closing price per share of the Common Stock on such date on the Nasdaq National
Market, The Nasdaq SmallCap Market or other registered national stock exchange
on which the Common Stock is then listed or if there is no such price on such
date, then the closing price on such exchange or quotation system on the date
nearest preceding such date, or (b) if the Common Stock is not listed then on
the Nasdaq National Market, The Nasdaq SmallCap Market or any registered
national stock exchange, the closing price for a share of Common Stock in the
over-the-counter market, as reported by NASDAQ or in the National Quotation
Bureau Incorporated or similar organization or agency succeeding to its
functions of reporting prices) at the close of business on such date, or (c) if
the Common Stock is not then reported by the National Quotation Bureau
Incorporated (or similar organization or agency succeeding to its functions of
reporting prices), then the average of the "Pink Sheet" quotes for the relevant
conversion period, as determined in good faith by the holder, or (d) if the
Common Stock is not then publicly traded the fair market value of a share of
Common Stock as determined by an Independent Appraiser selected in good faith by
the Majority Holders; provided, however, that the Issuer, after
receipt of the determination by such Independent Appraiser, shall have the right
to select an additional Independent Appraiser, in which case, the fair market
value shall be equal to the average of the determinations by each such
Independent Appraiser; and provided, further that all
determinations of the Per Share Market Value shall be appropriately adjusted for
any stock dividends, stock splits or other similar transactions during such
period.  The determination of fair market value by an Independent Appraiser
shall be based upon the fair market value of the Issuer determined on a going
concern basis as between a willing buyer and a willing seller and taking into
account all relevant factors determinative of value, and shall be final and
binding on all parties.  In determining the fair market value of any shares of
Common Stock, no consideration shall be given to any restrictions on transfer of
the Common Stock imposed by agreement or by federal or state securities laws, or
to the existence or absence of, or any limitations on, voting rights.



"Preferred Stock" means the Issuer's Series A Cumulative
Convertible Preferred Stock, $.01 par value and stated value $1,000 per
share.



"Preferred Stock Certificate of Designation" means the
Certificate of Designation, Powers, Preferences and Rights of the Preferred
Stock adopted by the Board on December 9, 1999.



"Registration Rights Agreement" has the meaning specified in
Section 3(f) hereof.



"Securities" means any debt or equity securities of the
Issuer, whether now or hereafter authorized, any instrument convertible into or
exchangeable for Securities or a Security, and any option, warrant or other
right to purchase or acquire any Security.  "Security" means one of the
Securities.



"Securities Act" means the Securities Act of 1933, as
amended, or any similar federal statute then in effect.



"Subsidiary" means any corporation at least 50% of whose
outstanding Voting Stock shall at the time be owned directly or indirectly by
the Issuer or by one or more of its Subsidiaries, or by the Issuer and one or
more of its Subsidiaries.



"Trading Day" means (a) a day on which the Common Stock is
traded on the Nasdaq National Market, The Nasdaq SmallCap Market or other
registered national stock exchange on which the Common Stock has been listed, or
(b) if the Common Stock is not listed on the Nasdaq National Market, The Nasdaq
SmallCap Market or any registered national stock exchange, a day or which the
Common Stock is traded in the over-the-counter market, as reported by the OTC
Bulletin Board, or (c) if the Common Stock is not quoted on the OTC Bulletin
Board, a day on which the Common Stock is quoted in the over-the-counter market
as reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding its functions of reporting prices);
provided, however, that in the event that the Common Stock is not
listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall
mean any day except Saturday, Sunday and any day which shall be a legal holiday
or a day on which banking institutions in the State of New York are authorized
or required by law or other government action to close.



"Term" has the meaning specified in Section 1 hereof.



"Voting Stock", as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
having ordinary voting power for the election of a majority of the members of
the Board of Directors (or other governing body) of such corporation, other than
Capital Stock having such power only by reason of the happening of a
contingency.



"Warrants" means the Warrants issued and sold pursuant to the
Subscription Agreement, dated December 30, 1999, including, without limitation,
this Warrant, and any other warrants of like tenor issued in substitution or
exchange for any thereof pursuant to the provisions of Section 2(c), 2(d) or
2(e) hereof or of any of such other Warrants.



"Warrant Price" means $5.82, as such price may be adjusted
from time to time as shall result from the adjustments specified in Section 4
hereof.



"Warrant Share Number" means at any time the aggregate number
of shares of Warrant Stock which may at such time be purchased upon exercise of
this Warrant, after giving effect to all prior adjustments and increases to such
number made or required to be made under the terms hereof.



"Warrant Stock" means Common Stock issuable upon exercise of
any Warrant or Warrants or otherwise issuable pursuant to any Warrant or
Warrants.





8.Other Notices.  In case at any time:


(A)the Issuer shall make any distributions to the holders
of Common Stock; or



(B)the Issuer shall authorize the granting to all holders
of its Common Stock of rights to subscribe for or purchase any shares of Capital
Stock of any class or of any Common Stock Equivalents or Convertible Securities
or other rights; or



(C)there shall be any reclassification of the Capital
Stock of the Issuer; or



(D)there shall be any capital reorganization by the
Issuer; or



(E)there shall be any (i) consolidation or merger
involving the Issuer or (ii) sale, transfer or other disposition of all or
substantially all of the Issuer's property, assets or business (except a merger
or other reorganization in which the Issuer shall be the surviving corporation
and its shares of Capital Stock shall continue to be outstanding and unchanged
and except a consolidation, merger, sale, transfer or other disposition
involving a wholly-owned Subsidiary); or



(F)there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Issuer or any partial liquidation of the Issuer
or distribution to holders of Common Stock;





then, in each of such cases, the Issuer shall give written
notice to the Holder of the date on which (i) the books of the Issuer shall
close or a record shall be taken for such dividend, distribution or subscription
rights or (ii) such reorganization, reclassification, consolidation, merger,
disposition, dissolution, liquidation or winding-up, as the case may be, shall
take place.  Such notice also shall specify the date as of which the holders of
Common Stock of record shall participate in such dividend, distribution or
subscription rights, or shall be entitled to exchange their certificates for
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be.  Such notice shall
be given at least twenty days prior to the action in question and not less than
twenty days prior to the record date or the date on which the Issuer's transfer
books are closed in respect thereto.  The Issuer shall give to the Holder notice
of all meetings and actions by written consent of its stockholders, at the same
time in the same manner as notice of any meetings of stockholders is required to
be given to stockholders who do not waive such notice (or, if such requires no
notice, then two Trading Days written notice thereof describing the matters upon
which action is to be taken).  The Holder shall have the right to send two
representatives selected by it to each meeting, who shall be permitted to
attend, but not vote at, such meeting and any adjournments thereof.  This
Warrant entitles the Holder to receive copies of all financial and other
information distributed or required to be distributed to the holders of the
Common Stock.



9.Amendment and
Waiver.  Any term, covenant, agreement or condition in this Warrant may be
amended, or compliance therewith may be waived (either generally or in a
particular instance and either retroactively or prospectively), by a written
instrument or written instruments executed by the Issuer and the Majority
Holders; provided, however, that no such amendment or waiver shall
reduce the Warrant Share number, increase the Warrant Price, shorten the period
during which this Warrant may be exercised or modify any provision of this
Section 9 without the consent of the Holder of this Warrant.



10.Governing Law.
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
LAW.



11.Notices.  Any and
all notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earlier of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified for
notice prior to 5:00 p.m., New York City time, on a Business Day, (ii) the
Business Day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified for notice
later than 5:00 p.m., New York City time, on any date and earlier than 11:59
p.m., New York City time, on such date, (iii) the Business Day following the
date of mailing, if sent by nationally recognized overnight courier service or
(iv) actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be with respect to the Holder of
this Warrant or of Warrant Stock issued pursuant hereto, addressed to such
Holder at its last known address or facsimile number appearing on the books of
the Issuer maintained for such purposes, or with respect to the Issuer,
addressed to:



Centura Software Corporation

975 Island Drive

Redwood Shores, CA 94065

Attention:  Chief Financial Officer

Facsimile No.:  (650) 596-4334



or to such other address or addresses or facsimile number or
numbers as any such party may most recently have designated in writing to the
other parties hereto by such notice.  Copies of notices to the Holder 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 Issuer 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.



 

12.Warrant Agent.  The
Issuer may, by written notice to each Holder of this Warrant, appoint an agent
having an office in New York, New York for the purpose of issuing shares of
Warrant Stock on the exercise of this Warrant pursuant to subsection (b) of
Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section
2 hereof or replacing this Warrant pursuant to subsection (d) of Section 3
hereof, or any of the foregoing, and thereafter any such issuance, exchange or
replacement, as the case may be, shall be made at such office by such agent.



13.Remedies.  The
Issuer stipulates that the remedies at law of the Holder of this Warrant in the
event of any default or threatened default by the Issuer in the performance of
or compliance with any of the terms of this Warrant are not and will not be
adequate and that, to the fullest extent permitted by law, such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.



14.Successors and
Assigns.  This Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors and assigns of the Issuer, the
Holder hereof and (to the extent provided herein) the Holders of Warrant Stock
issued pursuant hereto, and shall be enforceable by any such Holder or Holder of
Warrant Stock.



15.Modification and
Severability.  If, in any action before any court or agency legally
empowered to enforce any provision contained herein, any provision hereof is
found to be unenforceable, then such provision shall be deemed modified to the
extent necessary to make it enforceable by such court or agency.  If any such
provision is not enforceable as set forth in the preceding sentence, the
unenforceability of such provision shall not affect the other provisions of this
Warrant, but this Warrant shall be construed as if such unenforceable provision
had never been contained herein.



16.Headings.  The
headings of the Sections of this Warrant are for convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.



 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK].



IN WITNESS WHEREOF, the Issuer has executed this Warrant as
of the day and year first above written.



CENTURA SOFTWARE CORPORATION



 

By: /s/ Richard Lucien

      Name:  Richard Lucien

      Title:  Chief Financial Officer

SUBSCRIPTION AGREEMENT

(To be signed only upon exercise of Warrant)


 

To CENTURA SOFTWARE CORPORATION:


The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase
thereunder,          
shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a)
makes payment of $          
therefor, or (b) exercises            Warrants with a Per Share Market Value of
$              . The undersigned requests that the certificates for such shares
be issued in the name of, and delivered to,    
      , whose address is
      
       
   . 


 

Dated: ____________,
20____________________________________________
(Signature must conform in all respects to name of

holder as specified on the face of the Warrant)


 

__________________________________________

 (Address)















ASSIGNMENT

(To be signed only upon transfer of Warrant)


 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
all of the rights of the undersigned under the within Warrant, with respect to
the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered
thereby set forth hereinbelow unto:


 

	
Name of Assignee
	
Address
	
No. of Shares

	 	 	 
	 	 	 



Dated: __________,
20____________________________________________
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant)


 



__________________________________________(Address)


 













Signed in the presence of:


 

________________________________