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                          CENTURA SOFTWARE CORPORATION

                        1992 EMPLOYEE STOCK PURCHASE PLAN

                           AMENDED DECEMBER 16, 1994

     The following constitute the provisions of the 1992 Employee Stock Purchase
Plan of Centura Software Corporation.

     1.   PURPOSE.  The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company.  It is the intention of the Company to have the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended.  The provisions of the Plan shall,
accordingly, be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.

     2.   DEFINITIONS.

          (a)  "BOARD"  shall mean the Board of Directors of the Company.

          (b)  "CODE"  shall mean the Internal Revenue Code of 1986, as amended.

          (c)  "COMMON STOCK"  shall mean the Common Stock of the Company.

          (d)  "COMPANY"  shall mean Centura Software Corporation, a California
corporation.

          (e)  "COMPENSATION" shall mean all regular straight time gross
earnings, excluding payments for overtime, shift premium, incentive
compensation, incentive payments, bonuses, commissions and other compensation.

          (f)  "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean the absence of any
interruption or termination of service as an Employee.  Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
agreed to in writing by the Company, provided that such leave is for a period of
not more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.

          (g)  "CONTRIBUTIONS" shall mean all amounts credited to the account of
a participant pursuant to the Plan.

          (h)  "DESIGNATED SUBSIDIARIES" shall mean the Subsidiaries which have
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.

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          (i)  "EMPLOYEE" shall mean any person, including an officer, who is
customarily employed for at least twenty (20) hours per week and more than five
(5) months in a calendar year by the Company or one of its Designated
Subsidiaries.

          (j)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

          (k)  "EXERCISE DATE" shall mean the last day of each Offering Period
of the Plan.

          (l)  "OFFERING DATE" shall mean the first business day of each
Offering Period of the Plan, except that in the case of an individual who
becomes an eligible Employee after the first business day of an Offering Period
but prior to the first business day of the last calendar quarter of such
Offering Period, the term "Offering Date" shall mean the first business day of
the calendar quarter coinciding with or next succeeding the day on which that
individual becomes an eligible Employee.

               Options granted after the first business day of an Offering
Period will be subject to the same terms as the options granted on the first
business day of such Offering Period except that they will have a different
grant date (thus, potentially, a different exercise price) and, because they
expire at the same time as the options granted on the first business day of such
Offering Period, a shorter term.

          (m)  "OFFERING PERIOD" shall mean a period of three (3) months.

          (n)  "PLAN" shall mean this Employee Stock Purchase Plan.

          (o)  "REPORTING PERSON" shall mean an officer, director or other
employee who is subject to Section 16 of the Exchange Act. 

          (p)  "SUBSIDIARY" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.

     3.   ELIGIBILITY.

          (a)  Any person who is an Employee as of the Offering Date of a given
Offering Period shall be eligible to participate in such Offering Period under
the Plan, provided that such person was not eligible to participate in such
Offering Period as of any prior Offering Date, and further, subject to the
requirements of Section 5(a) and the limitations imposed by Section 423(b) of
the Code.

          (b)  Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 424(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or of any subsidiary of the Company, or (ii) if such option would permit
his or her rights to purchase stock 

                                      -2-

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under all employee stock purchase plans (described in Section 423 of the 
Code) of the Company and its Subsidiaries to accrue at a rate which exceeds 
Twenty-Five Thousand Dollars ($25,000) of fair market value of such stock 
(determined at the time such option is granted) for each calendar year in 
which such option is outstanding at any time.

     4.   OFFERING PERIODS.  The Plan shall be implemented by a series of
Offering Periods, with new Offering Periods commencing on or about January 1,
April 1, July 1, and October 1 of each year (or at such other time or times as
may be determined by the Board of Directors).  The first Offering Period shall
commence on the effective date of the Registration Statement on Form S-1 for the
initial public offering of the Company's Common Stock and continue until June
30, 1993.  The Plan shall continue until terminated in accordance with
Section 19 hereof.  The Board of Directors of the Company shall have the power
to change the duration and/or the frequency of Offering Periods with respect to
future offerings without shareholder approval if such change is announced at
least fifteen (15) days prior to the scheduled beginning of the first Offering
Period to be affected.

     5.   PARTICIPATION.

          (a)  An eligible Employee may become a participant in the Plan by
completing a subscription agreement on the form provided by the Company and
filing it with the Company's payroll office prior to the applicable Offering
Date, unless a later time for filing the subscription agreement is set by the
Board for all eligible Employees with respect to a given offering.  The
subscription agreement shall set forth the percentage of the participant's
Compensation (which shall be not less than 1% and not more than 10%) to be paid
as Contributions pursuant to the Plan.

          (b)  Payroll deductions shall commence on the first payroll following
the Offering Date and shall end on the last payroll paid on or prior to the
Exercise Date of the offering to which the subscription agreement is applicable,
unless sooner terminated by the participant as provided in Section 10.

     6.   METHOD OF PAYMENT OF CONTRIBUTIONS.

          (a)  The participant shall elect to have payroll deductions made on
each payday during the Offering Period in an amount not less than one
percent (1%) and not more than ten percent (10%) of such participant's
Compensation on each such payday; provided that the aggregate of such payroll
deductions during the Offering Period shall not exceed ten percent (10%) of the
participant's aggregate Compensation during said Offering Period.  All payroll
deductions made by a participant shall be credited to his or her account under
the Plan.  A participant may not make any additional payments into such account.

          (b)  A participant may discontinue his or her participation in the
Plan as provided in Section 10.  If a participant desires to change the rate of
his or her contributions, he or she may do so effective as of the beginning of
the next Offering Period following the date of filing of a new subscription
agreement.

                                      -3-

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          (c)  Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) herein, a participant's
payroll deductions may be decreased to 0% at such time during any Offering
Period which is scheduled to end during the current calendar year that the
aggregate of all payroll deductions accumulated with respect to such Offering
Period and any other Offering Period ending within the same calendar year equal
$25,000.  Payroll deductions shall re-commence at the rate provided in such
participant's subscription Agreement at the beginning of the first Offering
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in Section 10.

     7.   GRANT OF OPTION.

          (a)  On the Offering Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to
purchase on the Exercise Date a number of shares of the Company's Common Stock
determined by dividing such Employee's Contributions accumulated prior to such
Exercise Date and retained in the participant's account as of the Exercise Date
by the lower of (i) eighty-five percent (85%) of the fair market value of a
share of the Company's Common Stock on the Offering Date, or (ii) eighty-five
percent (85%) of the fair market value of a share of the Company's Common Stock
on the Exercise Date; provided however, that the maximum number of shares an
Employee may purchase during each Offering Period shall be determined at the
Offering Date by dividing $6,250 by the fair market value of a share of the
Company's Common Stock on the Offering Date, and provided further that such
purchase shall be subject to the limitations set forth in Sections 3(b) and 12. 
The fair market value of a share of the Company's Common Stock shall be
determined as provided in Section 7(b).

          (b)  The option price per share of the shares offered in a given
Offering Period shall be the lower of:  (i) 85% of the fair market value of a
share of the Common Stock of the Company on the Offering Date; or (ii) 85% of
the fair market value of a share of the Common Stock of the Company on the
Exercise Date.  The fair market value of the Company's Common Stock on a given
date shall be determined by the Board in its discretion based on the closing
price of the Common Stock for such date (or, in the event that the Common Stock
is not traded on such date, on the immediately preceding trading date), as
reported by the National Association of Securities Dealers Automated Quotation
(NASDAQ) National Market System or, if such price is not reported, the mean of
the bid and asked prices per share of the Common Stock as reported by NASDAQ or,
in the event the Common Stock is listed on a stock exchange, the fair market
value per share shall be the closing price on such exchange on such date (or, in
the event that the Common Stock is not traded on such date, on the immediately
preceding trading date), as reported in THE WALL STREET JOURNAL.  For purposes
of the Offering Date under the first Offering Period under the Plan, the fair
market value of a share of the Common Stock of the Company shall be the Price to
Public as set forth in the final prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424 under the Securities Act of 1933, as
amended.

     8.   EXERCISE OF OPTION.  Unless a participant withdraws from the Plan as
provided in paragraph 10, his or her option for the purchase of shares will be
exercised automatically on the Exercise Date of the Offering Period, and the
maximum number of full shares subject to option will be purchased at the
applicable option price with the accumulated Contributions in his or her
account.  

                                      -4-

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The shares purchased upon exercise of an option hereunder shall be
deemed to be transferred to the participant on the Exercise Date.  If the
participant is a Reporting Person, the shares purchased upon exercise of an
option shall not be sold or otherwise transferred by the participant within six
(6) months after the Exercise Date.  During his or her lifetime, a participant's
option to purchase shares hereunder is exercisable only by him or her.

     9.   DELIVERY.  As promptly as practicable after the Exercise Date of each
Offering Period, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased upon exercise of
his or her option.  Any cash remaining to the credit of a participant's account
under the Plan after a purchase by him or her of shares at the termination of
each Offering Period, or which is insufficient to purchase a full share of
Common Stock of the Company, shall be returned to said participant.

     10.  WITHDRAWAL; TERMINATION OF EMPLOYMENT.

          (a)  A participant may withdraw all but not less than all the
Contributions credited to his or her account under the Plan at any time prior to
the Exercise Date of the Offering Period by giving written notice to the
Company.  All of the participant's Contributions credited to his or her account
will be paid to him or her promptly after receipt of his or her notice of
withdrawal and his or her option for the current period will be automatically
terminated, and no further Contributions for the purchase of shares will be made
during the Offering Period.

          (b)  Upon termination of the participant's Continuous Status as an
Employee prior to the Exercise Date of the Offering Period for any reason,
including retirement or death, the Contributions credited to his or her account
will be returned to him or her or, in the case of his or her death, to the
person or persons entitled thereto under Section 14, and his or her option will
be automatically terminated.

          (c)  In the event an Employee fails to remain in Continuous Status as
an Employee of the Company for at least twenty (20) hours per week during the
Offering Period in which the employee is a participant, he or she will be deemed
to have elected to withdraw from the Plan and the Contributions credited to his
or her account will be returned to him or her and his or her option terminated.

          (d)  A participant's withdrawal from an offering will not have any
effect upon his or her eligibility to participate in a succeeding offering or in
any similar plan which may hereafter be adopted by the Company.

     11.  INTEREST.  No interest shall accrue on the Contributions of a
participant in the Plan.

     12.  STOCK.

          (a)  The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be 400,000 shares, subject
to adjustment upon changes in capitalization of the Company as provided in
Section 18.  If the total number of shares which

                                      -5-

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would otherwise be subject to options granted pursuant to Section 7(a) 
on the Offering Date of an Offering Period exceeds the number of shares then 
available under the Plan (after deduction of all shares for which options 
have been exercised or are then outstanding), the Company shall make a pro 
rata allocation of the shares remaining available for option grant in as 
uniform a manner as shall be practicable and as it shall determine to be 
equitable.  In such event, the Company shall give written notice of such 
reduction of the number of shares subject to the option to each Employee 
affected thereby and shall similarly reduce the rate of Contributions, if 
necessary.

          (b)  The participant will have no interest or voting right in shares
covered by his or her option until such option has been exercised.

          (c)  Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant and
his or her spouse.

     13.  ADMINISTRATION.  The Board, or a committee named by the Board, shall
supervise and administer the Plan and shall have full power to adopt, amend and
rescind any rules deemed desirable and appropriate for the administration of the
Plan and not inconsistent with the Plan, to construe and interpret the Plan, and
to make all other determinations necessary or advisable for the administration
of the Plan.  The composition of the committee shall be in accordance with the
requirements to obtain or retain any available exemption from the operation of
Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder.

     14.  DESIGNATION OF BENEFICIARY.

          (a)  A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to the end of the
Offering Period but prior to delivery to him or her of such shares and cash.  In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death prior to the Exercise Date of the Offering Period. 
If a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.

          (b)  Such designation of beneficiary may be changed by the participant
(and his or her spouse, if any) at any time by written notice.  In the event of
the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant's death,
the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such shares and/or cash to the spouse or to any
one or more dependents or relatives of the participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the
Company may designate.

     15.  TRANSFERABILITY.  Neither Contributions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 14) by the participant.  Any such
attempt at assignment, 

                                      -6-

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transfer, pledge or other disposition shall be without effect, except that 
the Company may treat such act as an election to withdraw funds in accordance 
with Section 10.

     16.  USE OF FUNDS.  All Contributions received or held by the Company under
the Plan may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such Contributions.

     17.  REPORTS.  Individual accounts will be maintained for each participant
in the Plan.  Statements of account will be given to participating Employees
promptly following the Exercise Date, which statements will set forth the
amounts of Contributions, the per share purchase price, the number of shares
purchased and the remaining cash balance, if any.

     18.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  Subject to any required
action by the shareholders of the Company, the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under option (collectively, the
"Reserves"), as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration".  Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive. 
Except as expressly provided herein, no issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.

     In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board.  In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, to shorten the Offering Period then in
progress by setting a new Exercise Date (the "New Exercise Date").  If the Board
shortens the Offering Period then in progress in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall notify
each participant in writing, at least ten (10) days prior to the New Exercise
Date, that the Exercise Date for his or her option has been changed to the New
Exercise Date and that his or her option will be exercised automatically on the
New Exercise Date, unless prior to such date he or she has withdrawn from the
Offering Period as provided in Section 10.  For purposes of this paragraph, an
option granted under the Plan shall be deemed to be assumed if, following the
sale of assets or merger, the option confers the right to purchase, for each
share of option stock subject to the option immediately prior to the sale of
assets or merger, the consideration (whether stock, cash or other securities or
property) received in the sale of assets or merger by 

                                      -7-

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holders of Common Stock for each share of Common Stock held on the effective 
date of the transaction (and if such holders were offered a choice of 
consideration, the type of consideration chosen by the holders of a majority 
of the outstanding shares of Common Stock); provided, however, that if such 
consideration received in the sale of assets or merger was not solely common 
stock of the successor corporation or its parent (as defined in Section 
424(e) of the Code), the Board may, with the consent of the successor 
corporation and the participant, provide for the consideration to be received 
upon exercise of the option to be solely common stock of the successor 
corporation or its parent equal in fair market value to the per share 
consideration received by holders of Common Stock and the sale of assets or 
merger.

     The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, and
in the event of the Company being consolidated with or merged into any other
corporation.

     19.  AMENDMENT OR TERMINATION.

          (a)  The Board of Directors of the Company may at any time terminate
or amend the Plan.  Except as provided in Section 18, no such termination may
affect options previously granted, nor may an amendment make any change in any
option theretofore granted which adversely affects the rights of any
participant.  In addition, to the extent necessary to comply with Rule 16b-3
under the Exchange Act, or under Section 423 of the Code (or any successor rule
or provision or any applicable law or regulation), the Company shall obtain
shareholder approval in such a manner and to such a degree as so required.

          (b)  Without shareholder consent and without regard to whether any
participant rights may be considered to have been adversely affected, the Board
(or its committee) shall be entitled to change the Offering Periods, limit the
frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

     20.  NOTICES.  All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

                                      -8-

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     21.  CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

          As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

     22.  TERM OF PLAN; EFFECTIVE DATE.  The Plan shall become effective upon
the earlier to occur of its adoption by the Board of Directors or its approval
by the shareholders of the Company.  It shall continue in effect for a term of
twenty (20) years unless sooner terminated under Section 19.

     23.  ADDITIONAL RESTRICTIONS OF RULE 16b-3.  The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3.  This Plan shall be deemed to contain, and such options shall
contain, and the shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.

                                      -9-

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                                                             New Election ______
                                                       Change of Election ______


                          Centura Software Corporation

                          EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT


     1.   I, ________________________, hereby elect to participate in the
Centura Software Corporation Employee Stock Purchase Plan (the "Plan") for the
Offering Period ______________, 19__ to _______________, 19__, and subscribe to
purchase shares of the Company's Common Stock in accordance with this
Subscription Agreement and the Plan.

     2.   I elect to have Contributions in the amount of ____% of my
Compensation, as those terms are defined in the Plan, applied to this purchase. 
I understand that this amount must not be less than 1% and not more than 10% of
my Compensation during the Offering Period.  (Please note that no fractional
percentages are permitted).

     3.   I hereby authorize payroll deductions from each paycheck during the
Offering Period at the rate stated in Item 2 of this Subscription Agreement.  I
understand that all payroll deductions made by me shall be credited to my
account under the Plan and that I may not make any additional payments into such
account.  I understand that all payments made by me shall be accumulated for the
purchase of shares of Common Stock at the applicable purchase price determined
in accordance with the Plan.  I further understand that, except as otherwise set
forth in the Plan, shares will be purchased for me automatically on the Exercise
Date of the Offering Period unless I otherwise withdraw from the Plan by giving
written notice to the Company for such purpose.

     4.   I understand that I may discontinue at any time prior to the Exercise
Date my participation in the Plan as provided in Section 10 of the Plan.  I also
understand that if I desire to change the rate of my contributions, I can do so
EFFECTIVE FOR THE NEXT OFFERING PERIOD by completing and filing with the Company
a new Subscription Agreement.

     5.   I have received a copy of the Company's most recent description of the
Plan and a copy of the complete "Centura Software Corporation 1992 Employee
Stock Purchase Plan."  I understand that my participation in the Plan is in all
respects subject to the terms of the Plan.

<PAGE>

     6.   Shares purchased for me under the Plan should be issued in the name(s)
of (name of employee or employee and spouse only):

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

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

     7.   In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due to me under the Plan:


NAME:  (Please print)              _____________________________________
                                    (First)       (Middle)        (Last)

____________________               _____________________________________
(Relationship)                     (Address)
                                   _____________________________________


     8.   FOR EMPLOYEES WHO ARE NOT SEC REPORTING PERSONS.  I understand that I
may dispose of any shares received by me pursuant to the Plan at any time. 
Furthermore, I understand that if I dispose of any shares received by me
pursuant to the Plan within 2 years after the Offering Date (the first day of
the Offering Period during which I purchased such shares) or within 1 year after
the date of the end of the Offering Period, I will be treated for federal income
tax purposes as having received ordinary compensation income at the time of such
disposition in an amount equal to the excess of the fair market value of the
shares at the time such shares were transferred to me over the price which I
paid for the shares, regardless of whether I disposed of the shares at a price
less than their fair market value at transfer.  The remainder of the gain or
loss, if any, recognized on such disposition will be treated as capital gain or
loss.

          I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER
THE DATE OF ANY SUCH DISPOSITION, AND I WILL MAKE ADEQUATE PROVISION FOR
FEDERAL, STATE OR OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON
THE DISPOSITION OF THE COMMON STOCK.  I understand that if applicable tax laws
change, the Company may be obligated to withhold from my compensation the amount
necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company any tax deductions or
benefits attributable to the sale or early disposition of Common Stock by me.

     9.   FOR EMPLOYEES WHO ARE SEC REPORTING PERSONS.  I understand that I may
not dispose of any shares received by me pursuant to the Plan within 6 months
after the date of the end of the Offering Period.  Furthermore, I understand
that if I dispose of any shares received by me pursuant to the Plan within 2
years after the Offering Date (the first day of the Offering Period during which
I purchased such shares) or within 1 year after the date of the end of the
Offering Period, I will be treated for federal income tax purposes as having
received ordinary compensation income at the time 

                                      -2-

<PAGE>

of such disposition in an amount equal to the excess of the fair market value 
of the shares at the time such shares were transferred to me over the price 
which I paid for the shares, regardless of whether I disposed of the shares 
at a price less than their fair market value at transfer.  The remainder of 
the gain or loss, if any, recognized on such disposition will be treated as 
capital gain or loss.  

          I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER
THE DATE OF ANY SUCH DISPOSITION, AND I WILL MAKE ADEQUATE PROVISION FOR
FEDERAL, STATE OR OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON
THE DISPOSITION OF THE COMMON STOCK.  I understand that if applicable tax laws
change, the Company may be obligated to withhold from my compensation the amount
necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company any tax deductions or
benefits attributable to the sale or early disposition of Common Stock by me.

     10.  If  I dispose of such shares at any time after expiration of the 2-
year and 1-year holding periods, I understand that I will be treated for federal
income tax purposes as having received compensation income only to the extent of
an amount equal to the LESSER of (1) the excess of the fair market value of the
shares at the time of such disposition over the purchase price which I paid for
the shares under the option, or (2) 15% of the fair market value of the shares
on the Offering Date.  The remainder of the gain or loss, if any, recognized on
such disposition will be treated as capital gain or loss.

          I UNDERSTAND THAT THIS TAX SUMMARY IS ONLY A SUMMARY AND IS SUBJECT TO
CHANGE.

     11.  I hereby agree to be bound by the terms of the Plan.  The
effectiveness of this Subscription Agreement is dependent upon my eligibility to
participate in the Plan.


SIGNATURE:  ----------------------------------

SOCIAL SECURITY #:  --------------------------

DATE:  ---------------------------------------



SPOUSE'S SIGNATURE (necessary
if beneficiary is not spouse):


----------------------------------
(Signature)

----------------------------------
(Print name)

                                      -3-

<PAGE>

                   Centura Software Corporation

                   EMPLOYEE STOCK PURCHASE PLAN

                       NOTICE OF WITHDRAWAL



     I, __________________________, hereby elect to withdraw my participation in
the Centura Software Corporation Employee Stock Purchase Plan (the "Stock
Purchase Plan") for the Offering Period _________. This withdrawal covers all
Contributions credited to my account and is effective on the date designated
below.

     I understand that all Contributions credited to my account will be paid to
me within ten (10) business days of receipt by the Company of this Notice of
Withdrawal and that my option for the current period will automatically
terminate, and that no further Contributions for the purchase of shares can be
made by me during the Offering Period.

     The undersigned further understands and agrees that he or she shall be
eligible to participate in succeeding offering periods only by delivering to the
Company a new Subscription Agreement.

     If the undersigned is an officer, director of Centura Software Corporation
or other person subject to Section 16 of the Securities Exchange Act of 1934,
the undersigned further understands that under rules promulgated by the U.S.
Securities and Exchange Commission he or she may not re-enroll in the Stock
Purchase Plan for a period of six (6) months after withdrawal.



Dated:-------------------          --------------------------------
                                   Signature of Employee


                                   --------------------------------
                                   Social Security Number