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                                                                   EXHIBIT 10.46

                                  $400,000,000

                                  SYBASE, INC.

                  1.75% CONVERTIBLE SUBORDINATED NOTES DUE 2025

                               PURCHASE AGREEMENT

                                                               February 15, 2005

LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
c/o Lehman Brothers Inc.
155 Linfield Drive
Menlo Park, CA 94025

Ladies and Gentlemen:

      Sybase, Inc., a Delaware corporation (the "Company"), proposes, upon the
terms and considerations set forth herein, to issue and sell to you, as the
initial purchasers (the "Initial Purchasers"), $400,000,000 in aggregate
principal amount of its 1.75% Convertible Subordinated Notes due 2025 (the "Firm
Notes"). The Company also proposes to issue and sell to you, at your option (the
"Option"), $60,000,000 in aggregate principal amount of its 1.75% Convertible
Subordinated Notes due 2025 (the "Optional Notes"). The Firm Notes and the
Optional Notes are hereinafter collectively referred to as the "Notes". The
Notes will (i) have terms and provisions that are summarized in the Offering
Memorandum (as defined below) and (ii) are to be issued pursuant to an Indenture
(the "Indenture") to be entered into between the Company and U.S. Bank National
Association, as trustee (the "Trustee"). Subject to certain conditions set forth
in the Indenture, the Notes shall be convertible, at the option of the holders
of the Notes, prior to maturity (unless previously redeemed or otherwise
purchased by the Company) into cash or a combination of cash and shares of the
Company's common stock, par value $0.001 per share (the "Common Stock"). This is
to confirm the agreement concerning the purchase of the Notes from the Company
by the Initial Purchasers.

      1. Preliminary Offering Memorandum and Offering Memorandum. In accordance
with Section 3 hereof, the Notes will be offered and sold to the Initial
Purchasers without registration under the Securities Act of 1933, as amended
(the "Act"), in reliance on an exemption pursuant to Section 4(2) under the Act.
The Company has prepared a preliminary offering memorandum, dated February 14,
2005 (the "Preliminary Offering Memorandum"), and an offering memorandum, dated
February 15, 2005 (the "Offering Memorandum"), setting forth information
regarding the Company and the Notes. The terms Preliminary Offering Memorandum
and Offering Memorandum includes all documents and information incorporated
therein by reference. The Company hereby confirms that it has authorized the use
of the Preliminary Offering Memorandum and the Offering Memorandum in connection
with the offering and resale of the Notes by the Initial Purchasers.

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      Any reference to the Preliminary Offering Memorandum or the Offering
Memorandum shall be deemed to refer to and include the Company's most recent
Annual Report on Form 10-K, as amended, and all subsequent documents filed with
the United States Securities and Exchange Commission (the "Commission") pursuant
to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of
1934, as amended (the "Exchange Act"), on or prior to the date of the
Preliminary Offering Memorandum or the Offering Memorandum, as the case may be.
Any reference to the Preliminary Offering Memorandum or the Offering Memorandum,
as the case may be, as amended or supplemented, as of any specified date, shall
be deemed to include any documents filed with the Commission pursuant to Section
13(a), 13(c) or 15(d) of the Exchange Act after the date of the Preliminary
Offering Memorandum or the Offering Memorandum, as the case may be, and prior to
such specified date. All documents filed under the Exchange Act and so deemed to
be included in the Preliminary Offering Memorandum or the Offering Memorandum,
as the case may be, or any amendment or supplement thereto are hereinafter
called the "Exchange Act Reports." The Exchange Act Reports, when they were or
are filed (or, if an amendment with respect to any such document was filed prior
to the date hereof, when such amendment was filed) with the Commission,
conformed or will conform in all material respects to the applicable
requirements of the Exchange Act and the applicable rules and regulations of the
Commission thereunder.

      It is understood and acknowledged that upon original issuance thereof, and
until such time as the same is no longer required under the applicable
requirements of the Act, the Notes (and all securities issued in exchange
therefor, in substitution thereof) shall bear the following legend (along with
such other legends as the Initial Purchasers and their counsel reasonably deem
necessary to comply with applicable law):

      "THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
      THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
      THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
      SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE
      REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. EACH PURCHASER OF THIS
      SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE
      RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
      SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

      THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
      SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
      RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
      ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH SYBASE, INC. OR ANY
      AFFILIATE OF SYBASE, INC. WAS THE OWNER

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      OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO SYBASE,
      INC. OR ANY PARENT OR SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE
      SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
      REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
      RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
      FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS
      GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C)
      PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
      UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
      SYBASE, INC.'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
      TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF
      COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
      THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE
      FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND
      DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED
      UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
      DATE."

      You have agreed with the Company that you will make offers and sales (the
"Exempt Resales") of the Notes purchased by you hereunder on the terms set forth
in the Offering Memorandum, as amended or supplemented, solely to persons whom
you reasonably believe to be "qualified institutional buyers" as defined in Rule
144A under the Act ("QIBs") in transactions meeting the requirements of Rule
144A under the Act. Those persons specified in the foregoing sentence are
referred to herein as the ("Eligible Purchasers"). You will offer the Notes to
Eligible Purchasers initially at a price equal to 100% of the principal amount
thereof. Such price may be changed at any time without notice.

      Holders (including subsequent transferees) of the Notes will have the
registration rights set forth in the registration rights agreement attached
hereto as Exhibit A (the "Registration Rights Agreement") between the Company,
and the Initial Purchasers to be dated February 22, 2005 (the "Closing Date"),
for so long as such Notes constitute "Restricted Securities" (as defined in the
Registration Rights Agreement). Pursuant to the Registration Rights Agreement,
the Company will agree to file with the Securities and Exchange Commission (the
"Commission") under the circumstances set forth therein, a registration
statement under the Act (the "Shelf Registration Statement") relating to the
resale of the Notes and the common stock initially issuable upon conversion of
the Notes by holders thereof.

      This Agreement, the Indenture, the Registration Rights Agreement and the
Notes are referred to herein collectively as the "Operative Documents."

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         2. Representations, Warranties and Agreements of the Company. The
Company represents, warrants and agrees as follows:

            (a) When the Notes are issued pursuant to the Indenture and
delivered in accordance with this Agreement, such Notes will not be of the same
class (within the meaning of Rule 144A under the Act) as securities of the
Company that are listed on a national securities exchange registered under
Section 6 of the Exchange Act, or that are quoted in a United States automated
inter-dealer quotation system.

            (b) The Company is not, or after giving effect to the offering and
sale of the Notes and upon application of the proceeds as described under the
caption "Use of Proceeds" in the Offering Memorandum will not be, an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.

            (c) Assuming that your representations and warranties in Section
3(b) are true and you comply with the agreements set forth therein, the purchase
and resale of the Notes by you in the manner contemplated by this Agreement
(including pursuant to the initial Exempt Resales by you) is exempt from the
registration requirements of the Act (except as may be required under the Act
and the rules and regulations promulgated thereunder in connection with the
registration of the Notes and the Common Stock pursuant to the Registration
Rights Agreement). No form of general solicitation or general advertising within
the meaning of Regulation D (including, but not limited to, advertisements,
articles, notices or other communications published in any newspaper, magazine
or similar medium or broadcast over television or radio, or any seminar or
meeting whose attendees have been invited by any general solicitation or general
advertising) was used by the Company or any of its representatives (other than
you, as to whom the Company makes no representation) in connection with the
offer and sale of the Notes.

            (d) Each of the Preliminary Offering Memorandum and the Offering
Memorandum, as of its date, contains all the information specified in, and
meeting the requirements of Rule 144A(d)(4) under the Act.

            (e) The Preliminary Offering Memorandum and Offering Memorandum have
been prepared by the Company for use by the Initial Purchasers in connection
with the Exempt Resales. No order or decree prohibiting the use of the
Preliminary Offering Memorandum or the Offering Memorandum, or any order
asserting that the transactions contemplated by this Agreement are subject to
the registration requirements of the Act has been issued and no proceeding for
that purpose has commenced or is pending or, to the knowledge of the Company is
contemplated.

            (f) (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in either the Preliminary Offering
Memorandum or the Offering Memorandum complied or will comply when so filed (or,
if an amendment with respect to any such document was filed, when such amendment
was filed) in all material respects with the Exchange Act and the applicable
rules and regulations of the Commission thereunder and (ii) the Preliminary
Offering Memorandum, the Offering Memorandum as of their respective dates and

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the Offering Memorandum as of the Closing Date, did not or will not at any time
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading, except that this representation and warranty does not apply to
statements in or omissions from the Preliminary Offering Memorandum and Offering
Memorandum made in reliance upon and in conformity with information relating to
the Initial Purchasers furnished to the Company in writing by or on behalf of
the Initial Purchasers expressly for use therein.

            (g) The market-related and customer data and estimates in the
Company's annual report for the year ended December 31, 2003 filed on Form 10-K
are based on or derived from sources that the Company believes to be reasonable
and accurate.

            (h) The Company and each of its subsidiaries have been duly
incorporated and are validly existing as corporations in good standing under the
laws of their respective jurisdictions of incorporation, are duly qualified to
do business and are in good standing as foreign corporations in each
jurisdiction in which their respective ownership or lease of property or the
conduct of their respective businesses requires such qualification (except such
failures to qualify or be in good standing that would not, either individually
or in the aggregate, have a material adverse effect on the Company and its
subsidiaries taken as a whole), and have all power and authority necessary to
own or hold their respective properties and to conduct the businesses in which
they are engaged; and none of the subsidiaries of the Company (other than
iAnywhere Solutions, Inc. and Sybase Europe B.V.) is a "significant subsidiary,"
as such term is defined in Rule 405 of the Rules and Regulations (as defined
herein).

            (i) The Company has an authorized capitalization as set forth in the
Offering Memorandum, and all of the issued and outstanding shares of capital
stock of the Company have been duly authorized and validly issued and are fully
paid and non-assessable; and all of the issued shares of capital stock of each
subsidiary of the Company have been duly and validly authorized and issued and
are fully paid and non-assessable (except for directors' qualifying shares and
except as set forth in the Offering Memorandum) and, to the extent owned
directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims.

            (j) The underlying securities issuable upon conversion of the Notes
have been duly authorized and reserved and, when issued upon conversion of the
Notes in accordance with the terms of the Notes and the Indenture, will be
validly issued, fully paid and non-assessable, and the issuance of the
underlying securities will not be subject to any preemptive or similar rights.

            (k) The Company has all requisite corporate power and authority to
enter into the Indenture. The Indenture has been duly and validly authorized by
the Company, and upon its execution and delivery and, assuming due
authorization, execution and delivery by the Trustee, will constitute the valid
and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and
other laws relating to or affecting creditors' rights generally and by general
equitable principles and subject to limitations on the availability of equitable
relief, including specific performance (whether

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considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing; and no qualification of the Indenture under the Trust
Indenture Act of 1939 (the "1939 Act") is required in connection with the offer
and sale of the Notes contemplated hereby or in connection with the initial
Exempt Resales by you.

            (l) The Indenture will conform in all material respects to the
description thereof in the Offering Memorandum.

            (m) The Company has all requisite corporate power and authority to
issue and sell the Notes. The Notes have been duly authorized by the Company
and, when duly executed by the Company in accordance with the terms of the
Indenture, assuming due authentication of the Notes by the Trustee, upon
delivery to the Initial Purchasers against payment therefor in accordance with
the terms hereof, will be validly issued and delivered, and will constitute
valid and binding obligations of the Company entitled to the benefits of the
Indenture, enforceable against the Company in accordance with their terms,
except as such enforceability may be limited by bankruptcy, fraudulent
conveyance, insolvency, reorganization, moratorium, and other laws relating to
or affecting creditors' rights generally and by general equitable principles and
subject to limitations on the availability of equitable relief, including
specific performance (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.

            (n) The Notes will conform in all material respects to the
description thereof in the Offering Memorandum.

            (o) The Company has all requisite corporate power and authority to
enter into the Registration Rights Agreement. The Registration Rights Agreement
has been duly authorized by the Company and, when executed and delivered by the
Company in accordance with the terms hereof and thereof, will be validly
executed and delivered and (assuming the due authorization, execution and
delivery thereof by you) will be the legally valid and binding obligation of the
Company in accordance with the terms thereof, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditor's rights generally, by general equitable
principles and subject to limitations on the availability of equitable relief,
including specific performance (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing and, as to rights
of indemnification and contribution, by federal or state securities laws or the
principles of public policy underlying such laws.

            (p) The Registration Rights Agreement will conform in all material
respects to the description thereof in the Offering Memorandum.

            (q) The Company has all requisite corporate power and authority to
enter into this Agreement. This Agreement has been duly authorized, executed and
delivered by the Company.

            (r) The issue and sale of the Notes and the compliance by the
Company with all of the provisions of the Notes, the Indenture, the Registration
Rights Agreement and this

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Agreement and the consummation of the transactions contemplated hereby and
thereby (i) will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument
to which the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries is bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject except for such
conflicts, breaches, violations or defaults which would not be material to the
Company and its subsidiaries, taken as a whole, (ii) will not result in any
violation of the provisions of the charter or by-laws of the Company or any of
its subsidiaries or (iii) will not violate any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any of its subsidiaries or any of their properties or assets; and
no consent, approval, authorization or order of, or filing, registration or
qualification with any such court or governmental agency or body is required for
the issue and sale of the Notes or the performance by the Company of its
obligations under this Agreement, the Registration Rights Agreement or the
Indenture, except for the filing of a registration statement by the Company with
the Commission pursuant to the Act as required by the Registration Rights
Agreement and such consents, approvals, authorizations, orders, filings,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the purchase and distribution of the Notes by
the Initial Purchasers or as may be expressly required by the terms of this
Agreement, the Registration Rights Agreement or the Indenture following the
Closing Date.

            (s) There are no contracts, agreements or understandings between the
Company and any person granting such person the right to require the Company to
file a registration statement under the Act with respect to any securities of
the Company (other than the Registration Rights Agreement) owned or to be owned
by such person or to require the Company to include such securities in the
securities registered pursuant to the Registration Rights Agreement or in any
securities being registered pursuant to any other registration statement filed
by the Company under the Act.

            (t) During the six-month period preceding the date of the Offering
Memorandum, none of the Company or any other person acting on behalf of the
Company has offered or sold to any person any Notes, or any securities of the
same or a similar class as the Notes, other than Notes offered or sold to the
Initial Purchasers hereunder. The Company will take reasonable precautions
designed to ensure that any offer or sale, direct or indirect, in the United
States or to any U.S. person (as defined in Rule 902 under the Act), of any
Notes or any substantially similar security issued by the Company, within six
months subsequent to the date on which the distribution of the Notes has been
completed (as notified to the Company by the Initial Purchasers), is made under
restrictions and other circumstances reasonably designed not to affect the
status of the offer and sale of the Notes in the United States and to U.S.
persons contemplated by this Agreement as transactions exempt from the
registration provisions of the Act.

            (u) Neither the Company nor any of its subsidiaries has sustained,
since the date of the latest audited financial statements included in the
Offering Memorandum, any material loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Offering Memorandum; and,

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since such date, there has not been any material change in the stockholders'
equity (other than upon the exercise of outstanding stock options), long-term
debt (except resulting from the issuance of the Notes) or other liabilities of
the Company or any of its subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
management, condition, financial or otherwise, stockholders' equity, results of
operations, business or prospects of the Company and its subsidiaries, taken as
a whole (a "Material Adverse Effect") otherwise than as set forth or
contemplated in the Offering Memorandum.

            (v) The financial statements (including the related notes and
supporting schedules) included in the Offering Memorandum present fairly in all
material respects the financial condition and results of operations of the
entities purported to be shown thereby, at the dates and for the periods
indicated filed (or, where an amendment with respect to any such document
containing such financial statements and incorporated by reference into the
Offering Memorandum was filed pursuant to the Exchange Act, at the dates and for
the periods indicated as so amended), and have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved except to the extent that interim financial
statements (i) are subject to normal year-end adjustments that will not be,
individually or in the aggregate, material and adverse to the Company, or (ii)
lack footnotes.

            (w) Ernst & Young LLP, who have certified certain financial
statements of the Company, whose report appears in the Offering Memorandum and
who have delivered the initial letter referred to in Section 7(g) hereof, are
registered accountants as required by the Act and the rule and regulations
promulgated thereunder (the "Rules and Regulations").

            (x) The Company and each of its subsidiaries has good and marketable
title in fee simple to all real property and good and marketable title to all
personal property owned by them, in each case free and clear of all liens,
encumbrances and defects except such as are described in the Offering Memorandum
and such as do not materially affect the value of the property of the Company
and its subsidiaries taken as a whole and do not materially interfere with the
use made and proposed to be made of such property by the Company or any of its
subsidiaries; and all real property and buildings held under lease by the
Company or any of its subsidiaries are held by them under valid, subsisting and
enforceable leases, with such exceptions as are not material and do not
materially interfere with the use made and proposed to be made of such property
and buildings by the Company or any of its subsidiaries.

            (y) Except as disclosed in the Preliminary Offering Memorandum and
the Offering Memorandum, the Company and each of its subsidiaries carry, or are
covered by, insurance in such amounts and covering such risks as is adequate for
the conduct of their respective businesses and the value of their respective
properties and as is customary for companies engaged in similar businesses in
similar industries.

            (z) The Company and each of its subsidiaries own or possess adequate
rights to use (or in the case of patents, to exclude the use by others of) all
material patents, patent applications, trademarks, service marks, trade names,
trademark registrations, service mark registrations, copyrights and licenses
necessary for the conduct of their respective businesses, except where the
failure to own, possess or acquire such rights would not reasonably be expected

                                       8
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to be material to the Company and its subsidiaries, taken as a whole and have no
reason to believe that the conduct of their respective businesses will conflict,
and have not received any notice of any claim of conflict, with, any such rights
of others which would reasonably be expected be material to the Company and its
subsidiaries, taken as a whole.

            (aa) There are no legal or governmental proceedings pending to which
the Company or any of its subsidiaries is a party or of which any property or
assets of the Company or any of its subsidiaries is the subject that, if
determined adversely to the Company or any of its subsidiaries, would reasonably
be expected to have a Material Adverse Effect, and to the best of the Company's
knowledge, no such proceedings are threatened in writing by governmental
authorities or others.

            (bb) There are no contracts or other documents (other than any
Operative Documents) that would be required to be filed as exhibits to a Company
registration statement pursuant to Item 601(10) of Regulation S-K that have not
been described in the Offering Memorandum or filed as an exhibit to a document
incorporated by reference in the Offering Memorandum.

            (cc) No relationship, direct or indirect, that would be required to
be described in a Company registration statement pursuant to Item 404 of
Regulation S-K, exists between or among the Company on the one hand, and the
directors, officers, stockholders, customers or suppliers of the Company on the
other hand, that has not been described in the Offering Memorandum.

            (dd) No labor disturbance by the employees of the Company or any of
its subsidiaries exists or, to the knowledge of the Company or any of its
subsidiaries, is imminent that could reasonably be expected to have a Material
Adverse Effect.

            (ee) The Company is in compliance in all material respects with all
presently applicable provisions of Section 407(d)(7) of the Employee Retirement
Income Security Act of 1974, as amended, including the regulations and published
interpretations thereunder ("ERISA"); no "reportable event" (as defined in
ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) for
which the Company would have any material liability; the Company has not
incurred and does not expect to incur liability under (i) Title IV of ERISA with
respect to termination of, or withdrawal from, any "pension plan" or (ii)
Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including
the regulations and published interpretations thereunder (the "Code"), except in
each case where such liability would not be material to the Company and its
subsidiaries, taken as a whole; and each "pension plan" for which the Company
would have any material liability that is intended to be qualified under Section
401(a) of the Code is so qualified in all material respects and nothing has
occurred, whether by action or by failure to act, which would cause the loss of
such qualification.

            (ff) The Company has filed all federal, state and local income and
franchise tax returns required to be filed through the date hereof or has
requested extensions thereof except in any case in which the failure so to file
would not have a Material Adverse Effect and except as set forth in or
contemplated in the Preliminary Offering Memorandum and the Offering Memorandum,
and has paid all taxes required to be paid by it and any other assessment, fine
or

                                       9
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penalty levied against it, to the extent that any of the foregoing is due and
payable, except for any such assessment, fine or penalty that is currently being
contested in good faith or as would not have a Material Adverse Effect and
except as set forth in or contemplated in the Preliminary Offering Memorandum
and the Offering Memorandum.

            (gg) Since the date as of which information is given in the
Preliminary Offering Memorandum through the date hereof, and except as may
otherwise be disclosed in the Offering Memorandum, the Company has not (i)
issued or granted any securities (except pursuant to the exercise of outstanding
stock options or ESPP Shares), (ii) incurred any material liability or
obligation, direct or contingent, other than liabilities and obligations that
were incurred in the ordinary course of business, (iii) entered into any
material transaction not in the ordinary course of business or (iv) declared or
paid any dividend on its capital stock.

            (hh) The Company (i) makes and keeps accurate books and records in
accordance with its financial and accounting policies in all material respects
and (ii) maintains internal accounting controls designed to provide reasonable
assurance that (A) transactions are executed in accordance with management's
authorization, (B) transactions are recorded as necessary to permit preparation
of its financial statements and to maintain accountability for its assets, (C)
access to its assets is permitted only in accordance with management's
authorization and (D) the reported accountability for its assets is compared
with existing assets at reasonable intervals.

            (ii) Neither the Company nor any of its subsidiaries (i) is in
violation of its charter or by-laws, (ii) is in default in any material respect,
and no event has occurred that, with notice or lapse of time or both, would
constitute such a material default, in the due performance or observance of any
term, covenant, condition or other obligation contained in any material
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which it is a party or by which it is bound or to which any of its
properties or assets is subject or (iii) is in violation in any material respect
of any law, ordinance, governmental rule, regulation or court decree to which it
or its property or assets may be subject or has failed to obtain or maintain any
material license, permit, certificate, franchise or other governmental
authorization or permit necessary to the ownership of its property or to the
conduct of its business.

            (jj) Neither the Company nor any of its subsidiaries, nor any
director, officer, agent, employee or other person associated with or acting on
behalf of the Company or any of its subsidiaries, has used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expense
relating to political activity; made any direct or indirect unlawful payment to
any foreign or domestic government official or employee from corporate funds;
violated or is in violation of any provision of the Foreign Corrupt Practices
Act of 1977; or made any bribe, rebate, payoff, influence payment, kickback or
other unlawful payment with corporate funds.

            (kk) Except for such matters as would not, individually or in the
aggregate, either reasonably be expected to result in a Material Adverse Effect
or require disclosure in the Offering Memorandum, the Company and any of its
subsidiaries (1) are conducting and have conducted their businesses, operations
and facilities in compliance with Environmental Laws (as defined below); (2)
possess, and are in compliance with, any and all permits, licenses or

                                       10
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registrations required under Environmental Law ("Environmental Permits"); (3)
will not require material expenditures to maintain such compliance with
Environmental Law or their Environmental Permits or to remediate, clean up,
abate or remove any Hazardous Substance (as defined below); and (4) are not
subject to any pending or, to the knowledge of the Company or any of its
subsidiaries, threatened claim or other legal proceeding under any Environmental
Laws against the Company or its subsidiaries, and have not been named as a
"potentially responsible party" under or pursuant to any Environmental Law. As
used in this paragraph, "Environmental Laws" means any and all applicable
federal, state, local, and foreign laws, ordinances, regulations and common law,
or any administrative or judicial order, consent, decree or judgment thereof,
relating to pollution or the protection of human health or the environment,
including, without limitation, those related to (i) emissions, discharges,
releases or threatened releases of, or exposure to, Hazardous Substances, (ii)
the generation, manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Substances, or (iii) the
investigation, remediation or cleanup of any Hazardous Substances. As used in
this paragraph, "Hazardous Substances" means pollutants, contaminants or
hazardous, dangerous, toxic, biohazardous or infectious substances, materials or
wastes, or any other chemical substance regulated under Environmental Laws.

            (ll) None of the transactions contemplated by this Agreement
(including, without limitation, the use of the proceeds from the sale of the
Notes), will violate or result in a violation of Section 7 of the Exchange Act,
or any regulation promulgated thereunder, including, without limitation,
Regulations T, U and X of the Board of Governors of the Federal Reserve System.

            (mm) The statements set forth in the Offering Memorandum under the
caption "Description of Notes," insofar as they purport to constitute a summary
of the terms of the Notes and under the captions "Capitalization" and
"Description of Capital Stock" insofar as they purport to describe the
provisions of the laws and documents referred to therein, are accurate in all
material respects.

            (nn) Prior to the date hereof, neither the Company nor any of its
affiliates nor any person acting on its or their behalf (other than you, as to
whom the Company makes no representation) has taken any action that is designed
to or that has constituted or that might have been expected to cause or result
in unlawful stabilization or manipulation of the price of any security of the
Company in connection with the offering of the Notes.

            (oo) The minute books and records of the Company and its
subsidiaries relating to proceedings of their respective shareholders, boards of
directors, and committees of their respective boards of directors made available
to Davis Polk & Wardwell, counsel for the Initial Purchasers, are their original
minute books and records or are true, correct and complete copies thereof, with
respect to all proceedings of said shareholders, boards of directors and
committees since January 1, 2001 through the date hereof. In the event that
definitive minutes have not been prepared with respect to any proceedings of
such shareholders, boards of directors or committees, the Company has provided
Davis Polk & Wardwell with originals or true, correct and complete copies of
draft minutes or written agendas relating thereto, which drafts and agendas, if
any, reflect all events that occurred in connection with such proceedings.

                                       11
<PAGE>

            (pp) All instruments, records, agreements and other documents
requested in Davis Polk & Wardwell's document request letter have been provided
or summarized to, or made available for inspection by Davis Polk & Wardwell.

            (qq) The Company is subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act.

            (rr) The Company has established and maintains disclosure controls
and procedures (as such term is defined in Rule 13a-14 under the Exchange Act),
which (i) are designed to provide reasonable assurance that material information
relating to the Company, including its consolidated subsidiaries, is made known
to the Company's principal executive officer and its principal financial officer
by others within those entities; (ii) have been evaluated for effectiveness as
of a date within 90 days prior to the date of the Company's most recent annual
or quarterly report; and (iii) are effective in all material respects to perform
the functions for which they were established.

            (ss) Based on the most recent evaluation of its disclosure controls
and procedures, the Company is not aware of (i) any significant deficiency in
the design or operation of internal controls which could adversely affect the
Company's ability to record, process, summarize and report financial data or any
material weaknesses in internal controls; or (ii) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Company's internal controls.

      (3) Purchase of the Notes by the Initial Purchasers, Agreements to Sell,
Purchase and Resell.(a) The Company hereby agrees, on the basis of the
representations, warranties and agreements of the Initial Purchasers contained
herein and subject to all the terms and conditions set forth herein, to issue
and sell to the Initial Purchasers and, upon the basis of the representations,
warranties and agreements of the Company herein contained and subject to all the
terms and conditions set forth herein, the Initial Purchasers agree, severally
and not jointly, to purchase from the Company, at a purchase price of 98% of the
principal amount thereof, the principal amount of Notes set forth opposite the
name of such Initial Purchaser in Schedule I hereto. The Company shall not be
obligated to deliver any of the securities to be delivered hereunder except upon
payment for all of the securities to be purchased as provided herein.

            (b) Each of the Initial Purchasers, severally and not jointly hereby
represents and warrants to the Company that it will offer the Notes for sale
upon the terms and conditions set forth in this Agreement and in the Offering
Memorandum. Each of the Initial Purchasers hereby represents and warrants to,
and agrees with, the Company that such Initial Purchaser: (i) is a QIB with such
knowledge and experience in financial and business matters as are necessary in
order to evaluate the merits and risks of an investment in the Notes; (ii) is
purchasing the Notes pursuant to a private sale exempt from registration under
the Act; (iii) in connection with the initial Exempt Resales by you, will
solicit offers to buy the Notes only from, and will offer to sell the Notes only
to, the Eligible Purchasers in accordance with this Agreement and on the terms
contemplated by the Offering Memorandum and (iv) will not offer or sell the
Notes, nor has it offered or sold the Notes by, or otherwise engaged in, any
form of general solicitation or general advertising (within the meaning of
Regulation D, including, but not limited to, advertisements, articles, notices
or other communications published in any newspaper, magazine,

                                       12
<PAGE>

or similar medium or broadcast over television or radio, or any seminar or
meeting whose attendees have been invited by any general solicitation or general
advertising). The Initial Purchasers have advised the Company that they will
offer the Notes to Eligible Purchasers at a price initially equal to 100% of the
principal amount thereof, plus accrued interest, if any, from the date of
issuance of the Notes. Such price may be changed by the Initial Purchasers at
any time without notice.

      The Initial Purchasers understand that the Company and, for purposes of
the opinions to be delivered to the Initial Purchasers pursuant to Sections
7(c), 7(d) and 7(e) hereof, counsel to the Company and counsel to the Initial
Purchasers, will rely upon the accuracy and truth of the foregoing
representations, warranties and agreements and the Initial Purchasers hereby
consent to such reliance.

      4. Delivery of the Notes and Payment Therefor. (a) Delivery of and payment
for the Firm Notes shall be made at the office of Wilson Sonsini Goodrich &
Rosati, P.C., 650 Page Mill Road, Palo Alto, CA 94304, at 10:00 A.M., New York
City Time, on the Closing Date (such date and time of delivery and payment for
the Firm Notes being called the "First Delivery Date"). The place of closing for
the Notes and the Closing Date may be varied by agreement between the Initial
Purchasers and the Company.

      The Notes will be delivered to the Initial Purchasers, or the Trustee as
custodian for The Depository Trust Company ("DTC"), against payment by or on
behalf of the Initial Purchasers of the purchase price therefor by wire transfer
in immediately available funds to an account designated by the Company, by
causing DTC to credit the Notes to the respective accounts of the Initial
Purchasers at DTC. The Notes will be evidenced by one or more global securities
in definitive form (the "Global Notes") and will be registered in the name of
Cede & Co. as nominee of DTC. A facsimile copy of the Notes to be delivered to
the Initial Purchasers shall be made available to the Initial Purchasers for
inspection not later than 3:00 P.M., New York City time, on the business day
next preceding the Closing Date.

            (b) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company hereby grants the
Option to each of the Initial Purchasers to purchase, severally and not jointly,
at the purchase price equal to 98% of the principal amount thereof that portion
of the aggregate principal amount of Optional Notes as to which such Option
shall have been exercised (to be adjusted by the Initial Purchasers so as to
eliminate fractional Notes) determined by multiplying such aggregate principal
amount of Optional Notes by a fraction, the numerator of which is the maximum
principal amount of Firm Notes which such Initial Purchaser is entitled to
purchase as set forth opposite the name of such Initial Purchaser in Schedule I
hereto and the denominator of which is the maximum principal amount of Firm
Notes which all of the Initial Purchasers are entitled to purchase hereunder.
The maximum aggregate principal amount of Optional Notes which all of the
Initial Purchasers are entitled to purchase hereunder is $60,000,000. At any
time on or before the thirtieth day after the date of this Agreement (but not
more than once), the Option may be exercised by written notice being given to
the Company by the Initial Purchasers. Such notice shall set forth the aggregate
principal amount of Optional Notes as to which the Option is being exercised,
the names in which the Optional Notes are to be registered, the denominations in
which the Optional Notes are to be registered, the denominations in which the
Optional Notes are

                                       13
<PAGE>

to be issued and the date and time, as determined by the Initial Purchasers,
when the Optional Notes are to be issued.

      The date of delivery of and payment for the Optional Notes, being
hereafter referred to as an "Optional Delivery Date," which may be the First
Delivery Date (the First Delivery Date and the Optional Delivery Date, if any,
being sometimes referred to as a "Delivery Date"), shall be determined by the
Initial Purchasers but shall not be earlier than two full business days or later
than five full business days after written notice of the election to purchase
the Optional Notes is given. Delivery of the Optional Notes shall be made to the
Initial Purchasers for the respective account of the several Initial Purchasers
against payment by the several Initial Purchasers through Lehman Brothers Inc.
of the purchase price thereof to or upon the order of the Company by wire
transfer or transfers in immediately available funds to an account designated by
the Company.

      5. Agreements of the Company. The Company agrees with each of the Initial
Purchasers as follows:

            (a) The Company will furnish to the Initial Purchasers, without
charge, by the second business day after the date of the Offering Memorandum,
such number of copies of the Offering Memorandum as may then be amended or
supplemented as they may reasonably request.

            (b) The Company will not make any amendment or supplement to the
Preliminary Offering Memorandum or to the Offering Memorandum of which the
Initial Purchasers shall not previously have been advised or to which they shall
reasonably object after being so advised.

            (c) The Company consents to the use, in accordance with the
securities or Blue Sky laws of the jurisdictions in which the Notes are offered
by the Initial Purchasers and by dealers, prior to the date of the Offering
Memorandum, of each Preliminary Offering Memorandum so furnished by the Company.
The Company consents to the use of the Offering Memorandum in accordance with
the securities or Blue Sky laws of the jurisdictions in which the Notes are
offered by the Initial Purchasers and by all dealers to whom Notes may be sold,
in connection with the offering and sale of the Notes.

            (d) If, at any time prior to completion of the distribution of the
Notes by the Initial Purchasers to Eligible Purchasers, any event occurs or
information becomes known that, in the judgment of the Company or in the opinion
of counsel for the Initial Purchasers, should be set forth in the Offering
Memorandum so that the Offering Memorandum does not include any untrue statement
of material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary to supplement or amend the Offering
Memorandum in order to comply with any law, the Company will forthwith prepare
an appropriate supplement or amendment thereto, and will expeditiously furnish
to the Initial Purchasers and dealers a reasonable number of copies thereof.

                                       14
<PAGE>

            (e) The Company will take such actions as reasonably requested by
the Initial Purchasers and with their counsel in connection with the
qualification of the Notes for offering and sale by the Initial Purchasers under
the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers
may reasonably request and will file such consents to service of process or
other documents reasonably necessary or appropriate in order to effect such
qualification; provided, that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not now so qualified or
to take any action that would subject it to taxation or service of process in
suits, other than those arising out of the offering or sale of the Notes, in any
jurisdiction where it is not now so subject.

            (f) For a period of 90 days after the date of the Offering
Memorandum (the "Lock-up Period"), the Company agrees not to sell or transfer
any common stock or securities convertible into or exercisable or exchangeable
for common stock of the Company or any of its subsidiaries and not to file with
the Commission a registration statement under the Securities Act relating to any
shares of common stock or securities convertible into or exercisable or
exchangeable for common stock of the Company. The foregoing sentence shall not
apply to (i) the issuance of the Notes to be sold to the Initial Purchasers
pursuant to this purchase agreement or any shares of common stock to be
delivered upon conversion of the Notes; (ii) the issuance of shares of common
stock upon the exercise of an option or warrant or the conversion of a security
outstanding on the date hereof; (iii) the issuance of shares of common stock
issued pursuant to or the grant of options to purchase common stock granted
pursuant to the Company's existing employee benefit plans including any
contemplated amendments to the plans; (iv) the filing of a shelf registration
statement covering resales of the Notes and the shares of common stock to be
delivered upon conversion of the Notes pursuant to the Registration Rights
Agreement; (v) the filing of any registration statement on Form S-8 to register
shares of common stock reserved for issuance under the Company's existing
employee benefit plans, including any amendments to those plans or (vi) during
the last 45 days of the Lock-up Period, the issuance of shares of common stock
which the Company may issue or agree to issue in connection with the acquisition
of one or more businesses, products or technologies (whether by means of merger,
stock purchase or asset purchase), provided that such shares of common stock are
subject to restrictions substantially similar to those set forth above.

            (g) The Company will apply the net proceeds from the sale of the
Notes to be sold by it hereunder substantially in accordance with the
description set forth in the Offering Memorandum under the caption "Use of
Proceeds."

            (h) Except as stated in this Agreement and in the Preliminary
Offering Memorandum and Offering Memorandum, neither the Company nor any of its
affiliates has taken, nor will any of them take, directly or indirectly, any
action designed to or that might reasonably be expected to cause or result in
the unlawful manipulation of the price of any security of the Company to
facilitate the sale or resale of the Notes. Except as permitted by the Act, the
Company will not distribute any offering material in connection with the initial
Exempt Resales.

            (i) The Company will use its reasonable efforts to permit the Notes
to be designated Private Offerings, Resales and Trading through Automated
Linkages (PORTAL) Market(SM) (the "PORTAL Market(SM)") securities in accordance
with the rules and regulations

                                       15
<PAGE>

adopted by the National Association of Securities Dealers, Inc. relating listing
on the PORTAL Market(SM) and to permit the Notes to be eligible for clearance
and settlement through DTC.

            (j) During the period of two years after the Closing Date, the
Company will not, and will us its reasonable efforts to not permit any of its
"affiliates" (as defined in Rule 144 under the Act), to, resell any of the Notes
that constitute "restricted securities" under Rule 144 that have been reacquired
by any of them.

            (k) The Company agrees not to sell, offer for sale or solicit offers
to buy or otherwise negotiate in respect of any security (as defined in the Act)
that would be integrated with the sale of the Notes in a manner that would
require the registration under the Act of the sale to the Initial Purchasers or
the initial resale by the Initial Purchasers to the Eligible Purchasers of the
Notes.

            (l) The Company agrees to comply with all agreements set forth in
the representation letter of the Company to DTC relating to the approval of the
Notes by DTC for "book entry" transfer.

            (m) The Company will take such steps as shall be necessary to ensure
that the Company does not become an "investment company" within the meaning of
such term under the Investment Company Act of 1940, as amended.

            (n) The Company will do and perform all things reasonably required
to be done and performed under this Agreement by it prior to the Closing Date,
and to satisfy all conditions precedent to the Initial Purchasers' obligations
hereunder to purchase the Notes.

      6. Expenses. Whether or not the transactions contemplated by this
Agreement are consummated or this Agreement becomes effective or is terminated,
the Company agrees, to pay all costs, expenses, fees and taxes incident to and
in connection with: (i) the preparation, printing, filing and distribution of
the Preliminary Offering Memorandum and the Offering Memorandum (including,
without limitation, financial statements and exhibits) and all amendments and
supplements thereto (including the fees, disbursements and expenses of the
Company's accountants and counsel, but not, however, legal fees and expenses of
the Initial Purchasers' counsel incurred in connection therewith); (ii) the
issuance and delivery by the Company of the Notes and any taxes payable in
connection therewith; (iii) the qualification of the Notes for offer and sale
under the securities or Blue Sky laws of the several states (including, without
limitation, the reasonable fees and disbursements of the Initial Purchasers'
counsel relating to such registration or qualification); (iv) the furnishing of
such copies of the Preliminary Offering Memorandum and the Offering Memorandum,
and all amendments and supplements thereto, as may be reasonably requested for
use in connection with the initial Exempt Resales; (v) the preparation of
certificates for the Notes (including, without limitation, printing and
engraving thereof, but not including legal fees and expenses of the Initial
Purchasers' counsel incurred in connection therewith); (vi) the application for
quotation of the Notes in the PORTAL Market(SM) (including all disbursements and
listing fees); (vii) the approval of the Notes by DTC for "book-entry" transfer
(including fees and expenses of the Company's counsel, but not including legal
fees and expenses of the Initial Purchasers' counsel incurred in connection
therewith); (viii) the rating of the Notes, if any; (ix) the obligations of the
Trustee, any agent of

                                       16
<PAGE>

the Trustee and the counsel for the Trustee in connection with the Indenture and
the Notes; and (x) the performance by the Company of its other obligations under
this Agreement.

      7. Conditions to Initial Purchasers' Obligations. The respective
obligations of the Initial Purchasers hereunder are subject to the accuracy,
when made and on and as of the Closing Date, of the representations and
warranties of the Company contained herein, to the performance by the Company of
its obligations hereunder, and to each of the following additional terms and
conditions:

            (a) The Initial Purchasers shall not have discovered and disclosed
to the Company on or prior to the Closing Date that the Offering Memorandum or
any amendment or supplement thereto contains an untrue statement of a fact that,
in the opinion of Davis Polk & Wardwell, is material or omits to state a fact
that, in the opinion of such counsel, is material and is required to be stated
therein or is necessary to make the statements therein not misleading.

            (b) All corporate proceedings and other legal matters incident to
the authorization, form and validity of this Agreement, the Notes, the
Registration Rights Agreement, the Indenture and the Offering Memorandum, and
all other legal matters relating to this Agreement and the transactions
contemplated hereby shall be reasonably satisfactory in all material respects to
counsel for the Initial Purchasers, and the Company shall have furnished to such
counsel all documents and information that they may reasonably request to enable
them to pass upon such matters.

            (c) Wilson Sonsini Goodrich & Rosati, Professional Corporation,
shall have furnished to the Initial Purchasers its written opinion, as counsel
to the Company, addressed to the Initial Purchasers and dated the Closing Date,
substantially in the form of Exhibit B-1 hereto.

            (d) The Company shall have furnished to the Initial Purchasers the
opinion of the General Counsel of the Company, addressed to the Initial
Purchasers and dated such Delivery Date, in form and substance reasonably
satisfactory to the Initial Purchasers, substantially in the form of Exhibit B-2
hereto.

            (e) De Brauw Blackstone Westbroek N.V. shall have furnished to the
Initial Purchasers its written opinion, as foreign counsel to the Company,
addressed to the Initial Purchasers and dated the Closing Date, substantially in
the form of Exhibit B-3 hereto.

            (f) The Initial Purchasers shall have received from Davis Polk &
Wardwell, counsel for the Initial Purchasers, such opinion or opinions, dated
the Closing Date, with respect to the issuance and sale of the Notes, the
Offering Memorandum and other related matters as the Initial Purchasers may
reasonably require, and the Company shall have furnished to such counsel such
documents and information as they reasonably request for the purpose of enabling
them to pass upon such matters.

            (g) At the time of execution of this Agreement, the Initial
Purchasers shall have received from Ernst & Young LLP a letter, in form and
substance reasonably satisfactory to the Initial Purchasers, addressed to the
Initial Purchasers and dated the date hereof (i) confirming that they are
registered accountants within the meaning of the Act and are in compliance with
the applicable requirements relating to the qualification of accountants under
Rule 2-01 of

                                       17
<PAGE>

Regulation S-X of the Commission and (ii) stating, as of February 11, 2005, the
conclusions and findings of such firm with respect to the financial information
and (iii) covering such other matters as are ordinarily covered by accountants'
"comfort letters" to underwriters in connection with registered public
offerings.

            (h) Neither the Company nor any of its subsidiaries shall have
sustained, since the date of the latest audited financial statements included in
the Offering Memorandum, any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Offering Memorandum;
and, since such date, there shall not have been any material and adverse change
in the stockholders' equity (other than upon exercise of outstanding stock
options) or significant increase in long-term debt (except resulting from the
issuance of the Notes) of the Company or any of its subsidiaries or material
adverse change, or any development involving a prospective material adverse
change, in or affecting the management, condition, financial or otherwise,
stockholders' equity, results of operations, business or prospects of the
Company and its subsidiaries, taken as a whole.

            (i) The Company shall have furnished or caused to be furnished to
the Initial Purchasers on the Closing Date certificates of officers of the
Company reasonably satisfactory to the Initial Purchasers as to the accuracy of
the representations and warranties of the Company herein at and as of the
Closing Date, as to the performance by the Company of all of its obligations
hereunder to be performed by it at or prior to the Closing Date and as to such
other matters as Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated may reasonably request.

            (j) The Notes shall have been listed on the PORTAL Market(SM).

            (k) The Company shall have executed and delivered the Registration
Rights Agreement, and the Initial Purchasers shall have received an original
copy thereof, duly executed by the Company.

            (l) The Company and the Trustee shall have executed and delivered
the Indenture, and the Initial Purchasers shall have received an original copy
thereof, duly executed by the Company and the Trustee.

            (m) Subsequent to the execution and delivery of this Agreement there
shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange, the Nasdaq National Market or the
American Stock Exchange or in the over-the-counter market, or trading in any
securities of the Company on any exchange or in the over-the-counter market, has
been suspended or minimum prices shall have been established on any such
exchange or such market by the Commission, by such exchange or by any other
regulatory body or governmental authority having jurisdiction; (ii) a material
disruption in securities settlement, payment or clearance services in the United
States; (iii) a banking moratorium has been declared by Federal or state
authorities; (iv) any attack on, outbreak or escalation of hostilities or act of
terrorism involving the United States, any declaration of war by Congress or any
other national or international calamity, crisis or emergency if, in the
judgment of the Initial Purchasers, the

                                       18
<PAGE>

effect of any such attack, outbreak, escalation, act, declaration, calamity,
crisis or emergency makes it impractical or inadvisable to proceed with
completion of the offering or sale of and payment for the Notes; or (v) the
occurrence of any other calamity, crisis (including without limitation as a
result of terrorist activities), or material adverse change in general economic,
political or financial conditions (or the effect of international conditions on
the financial markets in the United States shall be such) as to make it, in the
judgment of the Initial Purchasers, impracticable or inadvisable to proceed with
offering or delivery of the Notes being delivered on the Closing Date or that,
in the judgment of the Initial Purchasers, would materially and adversely affect
the financial markets or the markets for the Notes and other debt securities.

            (n) The Company shall have obtained and delivered to the Initial
Purchasers executed copies of an agreement from each executive officer and
director of the Company listed on Schedule II hereto substantially to the effect
set forth in Schedule III hereto.

            All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Initial Purchasers.

      8. Indemnification and Contribution.

            (a) The Company hereby agrees to indemnify and hold harmless each
Initial Purchaser, its directors, officers and employees and each person, if
any, who controls any Initial Purchaser within the meaning of the Act, from and
against any loss, claim, damage or liability, joint or several, or any action in
respect thereof (including, but not limited to, any loss, claim, damage,
liability or action relating to purchases and sales of Notes), to which that
Initial Purchaser, director, officer, employee or controlling person may become
subject, under the Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained (A) in any Preliminary
Offering Memorandum or the Offering Memorandum or in any amendment or supplement
thereto, (B) in any Blue Sky application or other document prepared or executed
by the Company (or based upon any written information furnished by the Company)
specifically for the purpose of qualifying any or all of the Notes under the
securities laws of any state or other jurisdiction (any such application,
document or information being hereinafter called a "Blue Sky Application") or
(C) in any materials or information provided to investors by, or with the
approval of, the Company in connection with the marketing of the offering of the
Notes ("Marketing Materials"), including any roadshow or investor presentations
made to investors by the Company (whether in person or electronically), (ii) the
omission or alleged omission to state in any Preliminary Offering Memorandum or
the Offering Memorandum, or in any amendment or supplement thereto, or in any
Blue Sky Application or in any Marketing Materials, any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading or (iii)
any act or failure to act or any alleged act or failure to act by any Initial
Purchaser in connection with, or relating in any manner to, the Notes or the
offering contemplated hereby, and that is included as part of or referred to in
any loss, claim, damage, liability or action arising out of or based upon
matters covered by clause (i) or (ii) above (provided that the Company shall not
be liable under this clause (iii) to the extent that it is determined in a final
judgment by a court of competent jurisdiction that such loss, claim, damage,
liability or action resulted directly from any such acts

                                       19
<PAGE>

or failures to act undertaken or omitted to be taken by such Initial Purchaser
through its gross negligence or willful misconduct), and shall reimburse each
Initial Purchaser and each such director, officer, employee or controlling
person promptly upon demand for any legal or other expenses reasonably incurred
by that Initial Purchaser, director, officer, employee or controlling person in
connection with investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Offering Memorandum or Offering
Memorandum, or in any such amendment or supplement thereto, in reliance upon and
in conformity with written information concerning such Initial Purchaser
furnished to the Company through the Initial Purchasers by or on behalf of any
Initial Purchaser specifically for inclusion therein. The foregoing indemnity
agreement is in addition to any liability that the Company may otherwise have to
any Initial Purchaser or to any director, officer, employee or controlling
person of that Initial Purchaser.

            (b) Each Initial Purchaser, severally and not jointly, hereby agrees
to indemnify and hold harmless the Company, its officers and employees, each of
its directors, and each person, if any, who controls the Company within the
meaning of the Act, from and against any loss, claim, damage or liability, joint
or several, or any action in respect thereof, to which the Company or any such
director, officer, employee or controlling person may become subject, under the
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained (A) in any Preliminary Offering
Memorandum or the Offering Memorandum or in any amendment or supplement thereto
or (B) in any Blue Sky Application or (ii) the omission or alleged omission to
state in any Preliminary Offering Memorandum or the Offering Memorandum, or in
any amendment or supplement thereto, or in any Blue Sky Application any material
fact required to be stated therein or necessary to make the statements therein
not misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information concerning such Initial
Purchaser furnished to the Company by or on behalf of that Initial Purchaser
specifically for inclusion therein, and shall reimburse the Company and any such
director, officer, employee or controlling person for any legal or other
expenses reasonably incurred by the Company or any such director, officer,
employee or controlling person in connection with investigating or defending or
preparing to defend against any such loss, claim, damage, liability or action as
such expenses are incurred. The foregoing indemnity agreement is in addition to
any liability that any Initial Purchaser may otherwise have to the Company or
any such director, officer, employee or controlling person.

            (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability that it may have under this Section 8 except to the extent it has been
materially prejudiced by such failure and; provided, further, that the failure
to notify the indemnifying party shall not relieve it from any liability that it
may have to an indemnified party otherwise than under this

                                       20
<PAGE>

Section 8. If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation; provided,
however, that the Initial Purchasers shall have the right to employ counsel to
represent jointly the Initial Purchasers and their respective directors,
officers, employees and controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the
Initial Purchasers against the Company under this Section 8 if, in the
reasonable judgment of the Initial Purchasers, it is advisable for the Initial
Purchasers and those directors, officers, employees and controlling persons to
be jointly represented by separate counsel, and in that event the fees and
expenses of such separate counsel shall be paid by the Company. No indemnifying
party shall (i) without the prior written consent of the indemnified parties
(which consent shall not be unreasonably withheld), settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding,
or (ii) be liable for any settlement of any such action effected without its
written consent (which consent shall not be unreasonably withheld), but if
settled with the consent of the indemnifying party or if there be a final
judgment of the plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless any indemnified party from and against any loss or
liability by reason of such settlement or judgment.

            (d) If the indemnification provided for in this Section 8 shall for
any reason be unavailable to or insufficient to hold harmless an indemnified
party under Section 8(a) or 8(b) in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative monetary
benefits received by the Company on the one hand and the Initial Purchasers on
the other from the offering of the Notes or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative monetary benefits referred to in
clause (i) above but also the relative fault of the Company, on the one hand,
and the Initial Purchasers on the other with respect to the statements or
omissions that resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The
relative monetary benefits received by the Company, on the one hand, and the
Initial Purchasers on the other with respect to such offering shall be deemed to
be in the same proportion as the total net proceeds from the offering of the
Notes purchased under this Agreement (before deducting expenses) received by the
Company on the one hand, and the total underwriting discounts and commissions
received by the Initial Purchasers with respect to the Notes purchased under
this Agreement, on the other hand, bear to the total gross proceeds from the
offering of the Notes

                                       21
<PAGE>

under this Agreement as set forth on the cover page of the Offering Memorandum.
The relative fault shall be determined by reference to whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or the
Initial Purchasers, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Initial Purchasers agree that it would not be just
and equitable if contributions pursuant to this Section 8(d) were to be
determined by pro rata allocation (even if the Initial Purchasers were treated
as one entity for such purpose) or by any other method of allocation that does
not take into account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the loss, claim,
damage or liability, or action in respect thereof, referred to above in this
Section 8(d) shall be deemed to include, for purposes of this Section 8(d), any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8(d), no Initial Purchaser shall
be required to contribute any amount in excess of the amount by which the total
price at which the Notes initially purchased by it were offered to the Eligible
Purchasers exceeds the amount of any damages that such Initial Purchaser has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Initial Purchasers' obligations to contribute as provided
in this Section 8(d) are several in proportion to their respective underwriting
obligations and not joint.

            (e) The Initial Purchasers severally confirm and the Company
acknowledges that the statements with respect to the offering of the Notes by
the Initial Purchasers set forth in the third and thirteenth paragraphs of the
section entitled "Plan of Distribution" in the Offering Memorandum are correct
and constitute the only information concerning such Initial Purchasers furnished
in writing to the Company by or on behalf of the Initial Purchasers specifically
for inclusion in the Offering Memorandum.

      9. Defaulting Initial Purchasers. If, on the Closing Date, any Initial
Purchaser defaults in the performance of its obligations under this Agreement,
the remaining non-defaulting Initial Purchasers shall be obligated to purchase
the Notes that the defaulting Initial Purchaser agreed but failed to purchase on
the Closing Date in the respective proportions that the number of Notes set
opposite the name of each remaining non-defaulting Initial Purchaser in Schedule
I hereto bears to the total number of Notes set opposite the names of all the
remaining non-defaulting Initial Purchasers in Schedule I hereto; provided,
however, that the remaining non-defaulting Initial Purchasers shall not be
obligated to purchase any of the Notes on the Closing Date if the total number
of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but
failed to purchase on such date exceeds 9.09% of the total number of Notes to be
purchased on the Closing Date, and any remaining non-defaulting Initial
Purchasers shall not be obligated to purchase more than 110% of the number of
Notes that it agreed to purchase on the Closing Date pursuant to the terms of
Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting
Initial Purchasers, or those other Initial Purchasers satisfactory to the
Initial Purchasers who so agree, shall have the right, but shall not be
obligated, to purchase, in such proportion as may be agreed upon among them, all
the Notes to be purchased on the Closing Date. If the remaining Initial
Purchasers or other Initial Purchasers

                                       22
<PAGE>

satisfactory to the Initial Purchasers do not elect to purchase the Notes that
the defaulting Initial Purchaser or Initial Purchasers agreed but failed to
purchase on the Closing Date, this Agreement shall terminate without liability
on the part of any non-defaulting Initial Purchaser or the Company, except that
the Company will continue to be liable for the payment of expenses to the extent
set forth in Sections 6 and 11.

      Nothing contained herein shall relieve a defaulting Initial Purchaser of
any liability it may have to the Company for damages caused by its default. If
other Initial Purchasers are obligated or agree to purchase the Notes of a
defaulting or withdrawing Initial Purchaser, either the remaining Initial
Purchasers or the Company may postpone the Closing Date for up to seven full
business days in order to effect any changes that in the opinion of counsel for
the Company or counsel for the Initial Purchasers may be necessary in the
Offering Memorandum or in any other document or arrangement.

      10. Termination. The obligations of the Initial Purchasers hereunder may
be terminated by the Initial Purchasers by notice given to and received by the
Company prior to delivery of and payment for the Notes if, prior to that time,
any of the events described in Sections 7(h), (j) and (n) shall have occurred or
if the Initial Purchasers shall decline to purchase the Notes for any reason
permitted under this Agreement.

      11. Reimbursement of Initial Purchasers' Expenses. If the Company fails to
tender the Notes for delivery to the Initial Purchasers by reason of any
failure, refusal or inability on the part of the Company to perform any
agreement required to be performed by it, or because any other condition of the
obligations hereunder required to be fulfilled by the Company is not fulfilled,
the Company shall reimburse the Initial Purchasers for all reasonable
out-of-pocket expenses (including fees and disbursements of counsel) incurred by
the Initial Purchasers in connection with this Agreement and the proposed
purchase of the Notes, and upon demand the Company shall pay the full amount
thereof to the Initial Purchasers. If this Agreement is terminated pursuant to
Section 9 by reason of the default of one or more Initial Purchasers or the
Initial Purchasers' determination that events described in Sections 7(m)(iv) or
7(m)(v) have occurred, the Company shall not be obligated to reimburse any
defaulting Initial Purchaser on account of those expenses.

      12. Notices, etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:

            (a) if to the Initial Purchasers, shall be delivered or sent by hand
delivery, mail, telex, overnight courier or facsimile transmission to Lehman
Brothers Inc., 745 Seventh Avenue, New York, New York 10019, Attention:
Syndicate Department (Fax: (646) 497-4815), with a copy to Davis Polk &
Wardwell, 1600 El Camino Real, Menlo Park, California 94025, Attention: Alan F.
Denenberg (Fax: 650-752-2111), and with a copy, in the case of any notice
pursuant to Section 8(c), to the Director of Litigation, Office of the General
Counsel, Lehman Brothers Inc., 399 Park Avenue, New York, New York 10022, Fax:
(212) 520-0421;

            (b) if to the Company, shall be delivered or sent by mail, telex,
overnight courier or facsimile transmission to Sybase, Inc., One Sybase Drive,
Dublin, CA 94568, Attention: Chief Financial Officer (Fax: (925) 236-7331), with
a copy to Wilson Sonsini

                                       23
<PAGE>

Goodrich & Rosati, 650 Page Mill Road, Palo Alto, CA 94304, Attention: Ann
Yvonne Walker (Fax: 650-493-6811);

provided, however, that any notice to an Initial Purchaser pursuant to Section
8(c) shall be delivered or sent by hand delivery, mail, telex or facsimile
transmission to such Initial Purchaser at its address set forth in its
acceptance telex, overnight courier to Lehman Brothers Inc., which address will
be supplied to any other party hereto by Lehman Brothers Inc. upon request. Any
such statements, requests, notices or agreements shall take effect at the time
delivered by hand, if personally delivered; two business days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is acknowledged, if sent by facsimile transmission; and on
the next business day, if timely delivered to an air courier guaranteeing
overnight delivery. The Company shall be entitled to act and rely upon any
request, consent, notice or agreement given or made on behalf of the Initial
Purchasers by Lehman Brothers Inc.

      13. Persons Entitled to Benefit of Agreement. This Agreement shall inure
to the benefit of and be binding upon the Initial Purchasers, the Company, and
their respective successors. This Agreement and the terms and provisions hereof
are for the sole benefit of only those persons, except that (A) the
representations, warranties, indemnities and agreements of the Company contained
in this Agreement shall also be deemed to be for the benefit of directors of the
Initial Purchasers, officers of the Initial Purchasers and any person or persons
controlling any Initial Purchaser within the meaning of Section 15 of the Act
and (B) the indemnity agreement of the Initial Purchasers contained in Section
8(b) of this Agreement shall be deemed to be for the benefit of directors of the
Company, officers of the Company and any person controlling the Company within
the meaning of Section 15 of the Act. Nothing in this Agreement is intended or
shall be construed to give any person, other than the persons referred to in
this Section 13, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein.

      14. Survival. The respective indemnities, representations, warranties and
agreements of the Company and the Initial Purchasers contained in this Agreement
or made by or on behalf on them, respectively, pursuant to this Agreement, shall
survive the delivery of and payment for the Notes and shall remain in full force
and effect, regardless of any investigation made by or on behalf of any of them
or any person controlling any of them.

      15. Definition of the Terms "Business Day" and "Subsidiary." For purposes
of this Agreement, (a) "business day" means any day on which the New York Stock
Exchange, Inc. is open for trading and (b) "subsidiary" has the meaning set
forth in Rule 405 of the Rules and Regulations.

      16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF NEW YORK.

      17. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

                                       24
<PAGE>

      18. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

                                       25
<PAGE>

      If the foregoing correctly sets forth the agreement between the Company
and the Initial Purchasers, please indicate your acceptance in the space
provided for that purpose below.

       Very truly yours,

       SYBASE, INC.

       By /s/ DANIEL R. CARL
          -----------------------------------------
          Name:  Daniel R. Carl
          Title: Vice President, General Counsel
                 and Secretary

Accepted:

LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED

By LEHMAN BROTHERS INC.

By /s/ CHRIS GAERTNER
   --------------------------------------------------
   Name:  Chris Gaertner
   Title: Managing Director

By MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED

By /s/ STEPHEN R. MILLER JR.
   --------------------------------------------------
   Name:  Stephen R. Miller Jr.
   Title: Managing Director

<PAGE>

                                   SCHEDULE I

<TABLE>
<CAPTION>
                                                                         PRINCIPAL
                                                                         AMOUNT OF
                                                                           NOTES
                                                                           TO BE
                     INITIAL PURCHASERS                                  PURCHASED
                     ------------------                                  ---------
<S>                                                                    <C>
Lehman Brothers Inc................................................    $200,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.................    $200,000,000
                                                                       ------------
    Total..........................................................    $400,000,000
                                                                       ============
</TABLE>
<PAGE>

                                   SCHEDULE II

            OFFICERS AND DIRECTORS TO BE SUBJECT TO LOCK-UP AGREEMENT

John S. Chen(1)
Thomas Volk(4)
Steven M. Capelli(3)
Marty Beard(1)
Daniel R. Carl(1)
Jeff Ross(1)
Richard J. Moore(1)
Raj Nathan(2)
Terry Stepien(1)
Pieter Van der Vorst(1)
Nita C. White-Ivy(1)
Richard C. Alberding(1)
Cecilia Claudio(1)
L. William Krause(1)
Alan B. Salisbury(1)
Jack E. Sum(1)
Robert P. Wayman(1)
Linda K. Yates(1)

(1)   Subject to Form A of Lock-Up Letter Agreement set forth in Schedule III

(2)   Subject to Form B of Lock-Up Letter Agreement set forth in Schedule III

(3)   Subject to Form C of Lock-Up Letter Agreement set forth in Schedule III

(4)   Subject to Form D of Lock-Up Letter Agreement set forth in Schedule III

<PAGE>

                                  SCHEDULE III

                        FORM OF LOCK-UP LETTER AGREEMENT

                            LOCK-UP LETTER AGREEMENT
                                    (FORM A)

Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

c/o Lehman Brothers Inc.
155 Linfield Drive
Menlo Park, California 94025

Dear Ladies and Gentlemen:

      The undersigned understands that you propose to enter into a Purchase
Agreement (the "PURCHASE AGREEMENT") providing for the purchase by you (the
"INITIAL PURCHASERS") of 1.75% Convertible Subordinated Notes due 2025 (the
"NOTES") of Sybase, Inc., a Delaware corporation (the "Company") which are
convertible into fully paid, nonassessable shares of common stock of the
Company, par value $0.001 per share (the "COMMON STOCK"), and that the Initial
Purchasers propose to reoffer the Notes to certain qualified institutional
buyers under Rule 144A of the Securities Act of 1933, as amended (the
"OFFERING").

      In consideration of the execution of the Purchase Agreement by the Initial
Purchasers, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of Lehman
Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf
of the Initial Purchasers, the undersigned will not, directly or indirectly, (1)
offer for sale, sell, pledge, or otherwise dispose of (or enter into any
transaction or device that is designed to, or could be expected to, result in
the disposition by any person at any time in the future of) any Common Stock
(including, without limitation, Common Stock that may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and Common Stock that may
be issued upon exercise of any option or warrant) or securities convertible into
or exchangeable for Common Stock owned by the undersigned on the date of
execution of this Lock-Up Letter Agreement or on the date of the completion of
the Offering, or (2) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or risks
of ownership of such Common Stock, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Common Stock or other
securities, in cash or otherwise, for a period of 90 days after the date of the
final Prospectus relating to the Offering.

      The foregoing restrictions shall not apply to the sale by the undersigned
of shares of Common Stock acquired in open market transactions after the date
hereof or pursuant to a plan under Rule 10b5-1 under the Securities Exchange Act
of 1934, as amended, in effect as of the date hereof.

                                    S-III-1
<PAGE>

      In furtherance of the foregoing, the Company and its transfer agent are
hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this Lock-Up Letter Agreement.

      The undersigned understands that the Company and the Initial Purchasers
will proceed with the Offering in reliance on this Lock-Up Letter Agreement.
Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to the
Purchase Agreement, the terms of which are subject to negotiation between the
Company and the Initial Purchasers.

      It is understood that the undersigned will be released from its
obligations under this Lock-Up Letter Agreement if the Company notifies the
undersigned that it does not intend to proceed with the Offering, if the
Purchase Agreement (other than the provisions thereof which survive termination)
shall terminate or be terminated prior to payment for and delivery of the Notes,
or if the Offering Date shall not have occurred by April 15, 2005.

      This Lock Up Letter Agreement shall be governed by, and construed in
accordance with, the laws of New York.

      The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.

                                                 Very truly yours,

                                                 _______________________________

                                                 Name:
                                                 Title:

Dated: February __, 2005

                                    S-III-2
<PAGE>

                            LOCK-UP LETTER AGREEMENT
                                    (FORM B)

Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

c/o Lehman Brothers Inc.
155 Linfield Drive
Menlo Park, California 94025

Dear Ladies and Gentlemen:

      The undersigned understands that you propose to enter into a Purchase
Agreement (the "PURCHASE AGREEMENT") providing for the purchase by you (the
"INITIAL PURCHASERS") of 1.75% Convertible Subordinated Notes due 2025 (the
"NOTES") of Sybase, Inc., a Delaware corporation (the "Company") which are
convertible into fully paid, nonassessable shares of common stock of the
Company, par value $0.001 per share (the "COMMON STOCK"), and that the Initial
Purchasers propose to reoffer the Notes to certain qualified institutional
buyers under Rule 144A of the Securities Act of 1933, as amended (the
"OFFERING").

      In consideration of the execution of the Purchase Agreement by the Initial
Purchasers, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of Lehman
Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf
of the Initial Purchasers, the undersigned will not, directly or indirectly, (1)
offer for sale, sell, pledge, or otherwise dispose of (or enter into any
transaction or device that is designed to, or could be expected to, result in
the disposition by any person at any time in the future of) any Common Stock
(including, without limitation, Common Stock that may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and Common Stock that may
be issued upon exercise of any option or warrant) or securities convertible into
or exchangeable for Common Stock owned by the undersigned on the date of
execution of this Lock-Up Letter Agreement or on the date of the completion of
the Offering, or (2) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or risks
of ownership of such Common Stock, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Common Stock or other
securities, in cash or otherwise, for a period of 90 days after the date of the
final Prospectus relating to the Offering.

      The foregoing restrictions shall not apply to the sale by the undersigned
of shares of Common Stock acquired in open market transactions after the date
hereof or pursuant to a plan under Rule 10b5-1 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), in effect as of the date hereof. In
addition, the foregoing restrictions shall not apply to the establishment by the
undersigned of a plan under Rule 10b5-1 under the Exchange Act after the date
hereof, provided that the plan includes instructions that no more than ______
shares of Common Stock shall be sold pursuant to such plan prior to the end of
the Lock-Up Period.

                                    S-III-3
<PAGE>

      In furtherance of the foregoing, the Company and its transfer agent are
hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this Lock-Up Letter Agreement.

      The undersigned understands that the Company and the Initial Purchasers
will proceed with the Offering in reliance on this Lock-Up Letter Agreement.
Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to the
Purchase Agreement, the terms of which are subject to negotiation between the
Company and the Initial Purchasers.

      It is understood that the undersigned will be released from its
obligations under this Lock-Up Letter Agreement if the Company notifies the
undersigned that it does not intend to proceed with the Offering, if the
Purchase Agreement (other than the provisions thereof which survive termination)
shall terminate or be terminated prior to payment for and delivery of the Notes,
or if the Offering Date shall not have occurred by April 15, 2005.

      This Lock Up Letter Agreement shall be governed by, and construed in
accordance with, the laws of New York.

      The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.

                                              Very truly yours,

                                              _________________________________

                                              Name:
                                              Title:

Dated: February __, 2005

                                    S-III-4
<PAGE>

                            LOCK-UP LETTER AGREEMENT
                                    (FORM C)

Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

c/o Lehman Brothers Inc.
155 Linfield Drive
Menlo Park, California 94025

Dear Ladies and Gentlemen:

      The undersigned understands that you propose to enter into a Purchase
Agreement (the "PURCHASE AGREEMENT") providing for the purchase by you (the
"INITIAL PURCHASERS") of 1.75% Convertible Subordinated Notes due 2025 (the
"NOTES") of Sybase, Inc., a Delaware corporation (the "Company") which are
convertible into fully paid, nonassessable shares of common stock of the
Company, par value $0.001 per share (the "COMMON STOCK"), and that the Initial
Purchasers propose to reoffer the Notes to certain qualified institutional
buyers under Rule 144A of the Securities Act of 1933, as amended (the
"OFFERING").

      In consideration of the execution of the Purchase Agreement by the Initial
Purchasers, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of Lehman
Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf
of the Initial Purchasers, the undersigned will not, directly or indirectly, (1)
offer for sale, sell, pledge, or otherwise dispose of (or enter into any
transaction or device that is designed to, or could be expected to, result in
the disposition by any person at any time in the future of) any Common Stock
(including, without limitation, Common Stock that may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and Common Stock that may
be issued upon exercise of any option or warrant) or securities convertible into
or exchangeable for Common Stock owned by the undersigned on the date of
execution of this Lock-Up Letter Agreement or on the date of the completion of
the Offering, or (2) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or risks
of ownership of such Common Stock, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Common Stock or other
securities, in cash or otherwise, for a period of 90 days after the date of the
final Prospectus relating to the Offering (the "Lock-Up Period").

      The foregoing restrictions shall not apply to the sale by the undersigned
of shares of Common Stock acquired in open market transactions after the date
hereof or pursuant to a plan under Rule 10b5-1 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), in effect as of the date hereof. In
addition, the foregoing restrictions shall not apply to the establishment by the
undersigned of a plan under Rule 10b5-1 under the Exchange Act after the date
hereof, provided that the plan includes instructions that no shares of Common
Stock shall be sold pursuant to such plan prior to the end of the Lock-Up
Period.

                                    S-III-5
<PAGE>

      In furtherance of the foregoing, the Company and its transfer agent are
hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this Lock-Up Letter Agreement.

      The undersigned understands that the Company and the Initial Purchasers
will proceed with the Offering in reliance on this Lock-Up Letter Agreement.
Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to the
Purchase Agreement, the terms of which are subject to negotiation between the
Company and the Initial Purchasers.

      It is understood that the undersigned will be released from its
obligations under this Lock-Up Letter Agreement if the Company notifies the
undersigned that it does not intend to proceed with the Offering, if the
Purchase Agreement (other than the provisions thereof which survive termination)
shall terminate or be terminated prior to payment for and delivery of the Notes,
or if the Offering Date shall not have occurred by April 15, 2005.

      This Lock Up Letter Agreement shall be governed by, and construed in
accordance with, the laws of New York.

      The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.

                                             Very truly yours,

                                             _________________________________

                                             Name:
                                             Title:

Dated: February __, 2005

                                     S-III-6
<PAGE>

                            LOCK-UP LETTER AGREEMENT
                                    (FORM D)

Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

c/o Lehman Brothers Inc.
155 Linfield Drive
Menlo Park, California 94025

Dear Ladies and Gentlemen:

      The undersigned understands that you propose to enter into a Purchase
Agreement (the "PURCHASE AGREEMENT") providing for the purchase by you (the
"INITIAL PURCHASERS") of 1.75% Convertible Subordinated Notes due 2025 (the
"NOTES") of Sybase, Inc., a Delaware corporation (the "Company") which are
convertible into fully paid, nonassessable shares of common stock of the
Company, par value $0.001 per share (the "COMMON STOCK"), and that the Initial
Purchasers propose to reoffer the Notes to certain qualified institutional
buyers under Rule 144A of the Securities Act of 1933, as amended (the
"OFFERING").

      In consideration of the execution of the Purchase Agreement by the Initial
Purchasers, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of Lehman
Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf
of the Initial Purchasers, the undersigned will not, directly or indirectly, (1)
offer for sale, sell, pledge, or otherwise dispose of (or enter into any
transaction or device that is designed to, or could be expected to, result in
the disposition by any person at any time in the future of) any Common Stock
(including, without limitation, Common Stock that may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and Common Stock that may
be issued upon exercise of any option or warrant) or securities convertible into
or exchangeable for Common Stock owned by the undersigned on the date of
execution of this Lock-Up Letter Agreement or on the date of the completion of
the Offering, or (2) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or risks
of ownership of such Common Stock, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Common Stock or other
securities, in cash or otherwise, for a period of 90 days after the date of the
final Prospectus relating to the Offering (the "Lock-Up Period").

      The foregoing restrictions shall not apply to the sale by the undersigned
of shares of Common Stock acquired in open market transactions after the date
hereof or pursuant to a plan under Rule 10b5-1 under the Securities Exchange Act
of 1934, as amended ( the "Exchange Act"), in effect as of the date hereof. In
addition, the foregoing restrictions shall not apply to the establishment by the
undersigned of a plan under Rule 10b5-1 under the Exchange Act in the form
attached as Exhibit A hereto after the date hereof.

                                    S-III-7
<PAGE>

      In furtherance of the foregoing, the Company and its transfer agent are
hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this Lock-Up Letter Agreement.

      The undersigned understands that the Company and the Initial Purchasers
will proceed with the Offering in reliance on this Lock-Up Letter Agreement.
Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to the
Purchase Agreement, the terms of which are subject to negotiation between the
Company and the Initial Purchasers.

      It is understood that the undersigned will be released from its
obligations under this Lock-Up Letter Agreement if the Company notifies the
undersigned that it does not intend to proceed with the Offering, if the
Purchase Agreement (other than the provisions thereof which survive termination)
shall terminate or be terminated prior to payment for and delivery of the Notes,
or if the Offering Date shall not have occurred by April 15, 2005.

      This Lock Up Letter Agreement shall be governed by, and construed in
accordance with, the laws of New York.

      The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.

                                             Very truly yours,

                                             _________________________________

                                             Name:
                                             Title:

Dated:  February ___, 2005

                                    S-III-8
<PAGE>

                                                                       EXHIBIT A

                      FORM OF REGISTRATION RIGHTS AGREEMENT

                                      A-1
<PAGE>

                                                                     EXHIBIT B-1

                         FORM OF COMPANY COUNSEL OPINION

      Wilson Sonsini Goodrich & Rosati, Professional Corporation, shall have
furnished to the Initial Purchasers its written opinion, as counsel to the
Company, addressed to the Initial Purchasers and dated the Closing Date, to the
effect that:

i.    Each of the Company and iAnywhere Solutions, Inc. has been duly
      incorporated and is an existing corporation in good standing under the
      laws of the State of Delaware.

ii.   The shares of Common Stock initially issuable upon conversion of the Notes
      being delivered on the date hereof (the "Conversion Shares") have been
      duly authorized and reserved for issuance upon such conversion and, when
      issued and delivered in accordance with the provisions of the Notes and
      the Indenture, will be duly and validly issued and fully paid and
      non-assessable.

iii.  The Company is duly qualified to do business as a foreign corporation in
      good standing in the States of California, Colorado, Massachusetts,
      Maryland, New Jersey and New York, and iAnywhere Solutions, Inc. is duly
      qualified to do business as a foreign corporation in the States of
      California and Georgia.

iv.   The Purchase Agreement has been duly authorized, executed and delivered by
      the Company.

v.    The Notes being issued on the date hereof have been duly authorized by the
      Company and, when executed by the Company and authenticated by the Trustee
      in the manner provided for in the Indenture and issued and delivered to
      the Initial Purchasers against payment of the purchase price therefor
      specified in the Purchase Agreement in accordance with the terms of the
      Purchase Agreement, will constitute valid and binding obligations of the
      Company, enforceable against the Company in accordance with their terms.

vi.   The Indenture has been duly authorized, executed and delivered by the
      Company and constitutes a valid and binding agreement of the Company,
      enforceable against the Company in accordance with its terms.

vii.  The Registration Rights Agreement has been duly authorized, executed and
      delivered by the Company and constitutes a valid and binding agreement of
      the Company, enforceable against the Company in accordance with its terms.

viii. The issuance and sale of the Notes being delivered on the date hereof and
      the execution, delivery and performance of the Indenture, the Notes, the
      Purchase Agreement, and the Registration Rights Agreement and the
      consummation of the transactions therein contemplated did not conflict
      with or did not result in a breach or violation by the Company of any of
      the terms or provisions of, or constitute a default under, any Reviewed
      Agreement listed on Exhibit A appended

                                     B-1-1
<PAGE>

      to such counsel's opinion, nor will such action result in any violation of
      the provisions of the Certificate of Incorporation or the Bylaws or of the
      provisions of the Certificate of Incorporation or the Bylaws of iAnywhere
      Solutions, Inc. or any U.S. federal or California state statute, any rule
      or any order or regulation known to us of any U.S. federal or California
      or Delaware (under the DGCL) state court or governmental agency or body
      having jurisdiction over the Company or any of its properties.

ix.   No consent, approval, authorization, order of, registration or
      qualification of or with any U.S. federal or California or Delaware (under
      the DGCL) state court or governmental agency or body is required for the
      issue and sale of the Notes or the execution, delivery of and consummation
      by the Company of the transactions contemplated by the Purchase Agreement,
      the Registration Rights Agreement or the Indenture, except (i) the
      registration under the Act of the Notes and the Conversion Shares as
      contemplated by the Registration Rights Agreement and the qualification of
      the Indenture under the Trust Indenture Act, (ii) as otherwise
      contemplated by the Operative Documents and (iii) such consents,
      approvals, authorizations, registrations or qualifications as may be
      required under state Notes or Blue Sky laws in connection with the
      purchase and distribution of the Notes by the Initial Purchasers and the
      issuance of the Conversion Shares.

x.    The statements set forth in the Offering Memorandum under the captions
      "Description of Notes," "Description of Capital Stock" and "Plan of
      Distribution," insofar as they purport to constitute a summary of the
      terms of the Notes, the capital stock of the Company or legal matters or
      provisions of the Operative Documents, or the Certification of
      Incorporation or the Bylaws, fairly summarize, in all material respects,
      such terms.

xi.   The statements set forth in the Offering Memorandum under the caption
      "U.S. Federal Income Tax Considerations," insofar as they purport to
      describe provisions of the United States federal tax laws referred to
      therein, fairly summarize, in all material respects, such laws.

xii.  The Company is not an "investment company," as such term is defined in the
      Investment Company Act of 1940, as amended.

xiii. No registration of the Notes under the Act is required for the sale of the
      Notes by Company to the Initial Purchasers pursuant to the Purchase
      Agreement or for the initial resale of the Notes by the Initial Purchasers
      in the manner contemplated by the Purchase Agreement and the Offering
      Memorandum (it being understood that no opinion is expressed as to any
      subsequent resale of the Notes or the shares of Common Stock issuable upon
      conversion of the Notes).

xiv.  The Company has full corporate power and authority to authorize, issue and
      sell the Notes as contemplated by the Purchase Agreement.

                                     B-1-2
<PAGE>

            In rendering such opinion, such counsel may state that its opinion
is limited to matters governed by the Federal laws of the United States of
America, the laws of the State of California and New York (with respect to
validity and binding effect) and the General Corporation Law of the State of
Delaware.

            Such counsel shall also have furnished to the Initial Purchasers a
written statement, addressed to the Initial Purchasers and dated the Closing
Date, to the effect that such counsel has participated in conferences with
officers and other representatives of the Company, the independent accountants
of the Company, counsel for the Initial Purchasers and the Initial Purchasers at
which the Preliminary Offering Memorandum, the Offering Memorandum and related
matters were discussed and, although (except as set forth in paragraphs (x) and
(xi) above) such counsel is not passing upon, and does not assume any
responsibility for, the accuracy, completeness or fairness of the Preliminary
Offering Memorandum, the Offering Memorandum or the statements contained therein
and has made no independent check or verification thereof, on the basis of the
foregoing, no facts have come to such counsel's attention that have caused it to
believe that the Offering Memorandum (except the financial statements and the
notes thereto and financial statement schedules and other information of an
accounting or financial nature either included therein or omitted therefrom, as
to which such counsel need express no view) as of its date and such Closing Date
included or includes any untrue statement of a material fact or omitted or omits
to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.

                                     B-1-3
<PAGE>

                                                                     EXHIBIT B-2

                     FORM OF COMPANY GENERAL COUNSEL OPINION

i.    To the knowledge of such counsel and other than as set forth in the
      Offering Memorandum, there are no legal or governmental proceedings
      pending to which the Company or any of its subsidiaries is a party or of
      which any property or assets of the Company or any of its subsidiaries is
      the subject that, if determined adversely to the Company or any of its
      subsidiaries, would be reasonably likely to have a material adverse effect
      on the business, financial condition, earnings or properties of the
      Company and its subsidiaries, taken as a whole, or would materially and
      adversely affect the ability of the Company to perform its obligations
      under the Operative Documents;

ii.   The shares of common stock issuable upon conversion of the Notes are free
      of preemptive rights under any agreement known to such counsel;

iii.  None of the execution, delivery and performance of this Agreement, the
      Indenture, the Registration Rights Agreement, the issuance and sale of the
      Notes, the issuance of the shares of common stock upon conversion of the
      Notes or the consummation of any other of the transactions contemplated
      hereby and thereby will conflict with, result in a breach or violation of
      any of the terms or provisions of, or constitute a default under any
      material indenture or other material agreement or instrument to which the
      Company or its subsidiaries is a party or bound, except such conflicts,
      breaches, violations or defaults as would not have a material adverse
      effect on the Company's ability to perform its obligations under this
      Agreement and the other Operative Documents or to consummate the
      transactions contemplated hereby and thereby;

iv.   The documents incorporated by reference in the Offering Memorandum (other
      than the financial statements and notes thereto and financial statement
      schedules and other information of an accounting or financial nature
      either included therein or omitted therefrom, as to which such counsel
      need express no opinion), when they were filed (or, if an amendment with
      respect to any such document was filed, when such amendment was filed)
      with the Commission, complied as to form in all material respects with the
      requirements of the Exchange Act and the rules and regulations of the
      Commission thereunder.

v.    The Company has an authorized capitalization as set forth in the Offering
      Memorandum, and all of the issued shares of capital stock of the Company
      have been duly authorized and validly issued and are fully paid and
      non-assessable; and all of the issued shares of capital stock of each
      subsidiary of the Company have been duly and validly authorized and issued
      and are fully paid, non-assessable and (except for directors' qualifying
      shares) are owned directly or indirectly by the Company, free and clear of
      all liens, encumbrances, equities or claims.

                                     B-2-1
<PAGE>


      In rendering such opinion, such counsel may state that its opinion is
limited to matters governed by the federal laws of the United States of America,
the laws of the State of California and the General Corporation Law of the State
of Delaware.

      Such counsel shall also have furnished to the Initial Purchasers a written
statement, addressed to the Initial Purchasers and dated such Delivery Date, in
form and substance satisfactory to the Initial Purchasers, to the effect that
such counsel has participated in conferences with officers and other
representatives of the Company, the independent accountants of the Company,
counsel for the Initial Purchasers and the Initial Purchasers at which the
Preliminary Offering Memorandum, the Offering Memorandum and related matters
were discussed and, although such counsel is not passing upon, and does not
assume any responsibility for, the accuracy, completeness or fairness of the
Preliminary Offering Memorandum, the Offering Memorandum or the statements
contained therein and has made no independent check or verification thereof, on
the basis of the foregoing, no facts have come to such counsel's attention that
have caused him to believe that the Offering Memorandum (except the financial
statements and the notes thereto and financial statement schedules and other
information of an accounting or financial nature either included therein or
omitted therefrom, as to which such counsel need express no view) as of its date
and such Delivery Date included or includes any untrue statement of a material
fact or omitted or omits to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

                                     B-2-2
<PAGE>

                                                                     EXHIBIT B-3
                         FORM OF FOREIGN COUNSEL OPINION

      De Brauw Blackstone Westbroek N.V., shall have furnished to the Initial
Purchasers its written opinion, as foreign counsel to the Company, addressed to
the Initial Purchasers and dated the Closing Date, to the effect that:

      i.    Sybase Europe B.V. has been incorporated and is existing as a
            private company with limited liability under Dutch law.

      ii.   Sybase Europe B.V. has the corporate power and authority to conduct
            any business (including the owning, leasing and operating of its
            properties) which (i) falls within the objects clause in its
            articles of association (which objects clause shall be reiterated in
            such counsel's opinion) and (ii) is in its corporate interest.

      iii.  According to the Shareholders Register, (i) the Company has a total
            issued share capital of _______, (ii) the issued share capital is
            comprising of ____ shares with a par value of ______ each, (iii) all
            such shares are fully paid up and (iv) Sybase, Inc. is the sole
            shareholder of the Company.

                                     B-3-1