AT-WILL EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (the "Agreement") is made as of November 24, 1999
(the "Effective Date"), by and between OMNIS TECHNOLOGY CORPORATION,  a Delaware
corporation (the "Company"), and JERALD L. LIPSCOMB (the "Employee").  Except as
the context  otherwise  requires the term  "Company"  as used in this  Agreement
shall  refer  to  Omnis  Technology   Corporation  and  its   subsidiaries.   In
consideration of the mutual covenants  contained in this Agreement,  the Company
and the Employee agree as follows:

     1.  Employment.  The Company agrees to employ the Employee and the Employee
agrees to be employed by the  Company on the terms and  conditions  set forth in
this Agreement.

     2. Capacity.  The Employee shall  initially  serve the Company as its Chief
Evangelist. The Employee shall report directly to the Chief Operating Officer of
the  Company.  The  Employee  shall  also  serve the  Company  in such  other or
additional  offices as the  Employee  may be  requested to serve by the Board of
Directors  of the  Company  (the  "Board of  Directors").  In such  capacity  or
capacities,  the Employee  shall  perform such services and duties in connection
with the business,  affairs and  operations of the Company as may be assigned or
delegated  to the  Employee  from time to time by or under the  authority of the
Board of Directors.

     3. At-Will.  The Employee's  employment under this Agreement by the Company
("Employment")  shall  commence on the  Effective  Date and shall be  terminable
at-will  but  otherwise  shall  be  subject  to all of the  provisions  of  this
Agreement.  "Terminable  at  will"  means  that  Employee  is  free  to end  the
Employment  of the  Employee  at any time for any reason or no  reason,  with or
without cause and with or without notice;  and similarly the Company may end the
Employment  of the  Employee at any time for any legal  reason,  with or without
cause and with or without notice.

     4. Compensation and Benefits. The regular compensation and benefits payable
to the Employee by the Company under this Agreement shall be as follows:

         (a) Salary. Commencing on the Effective Date, for all services rendered
by the Employee under this Agreement,  the Company shall pay the Employee a base
salary (the "Base  Salary") at the annual  rate of One  Hundred  Fifty  Thousand
Dollars ($150,000). The Base Salary shall be payable in periodic installments in
accordance  with the Company's  usual  practices for its senior  employees.  The
Board of  Directors of the Company  further may, but shall not be obligated  to,
authorize  additional  compensation  for  Employee  in the

                                       1

<PAGE>


form of  bonuses  or  otherwise  as the  Board  deems  appropriate  in its  sole
discretion from time to time.

         (b) Stock Options.

             (i) The  Company  shall grant to the  Employee as of the  Effective
Date  options  to  purchase  55,000  shares of the Common  Stock of the  Company
("Common  Stock")  pursuant to a separate  Stock  Option  Agreement  between the
Company and the Employee in the form attached hereto ("First Option Agreement");
such options shall vest over a period of three (3) years from the Effective Date
or  sooner as  specified  in such  Option  Agreement  and  shall  have an option
exercise price of Seven Dollars Sixty-Two and One-Half Cents ($7.625) per share,
which is 100 percent of the closing  price of the Common Stock on the  Effective
Date.

             (ii)  Provided the Employee  remains  employed by the Company for a
period of Ninety (90) days after the Effective  Date  (February  21, 2000),  the
Company also shall grant to the Employee as of February 22, 2000 ("Second  Grant
Date")  options to purchase an  additional  20,000 shares of the Common Stock of
the Company  ("Common  Stock")  pursuant to a separate  Stock  Option  Agreement
between the Company and the Employee in the form attached hereto ("Second Option
Agreement");  such options  shall vest over a period of three (3) years from the
Second Grant Date or sooner as specified in such Option Agreement and shall have
an option exercise price of 100 percent of the closing price of the Common Stock
on the Second Grant Date.

             (iii) In the event of any conflict  between this  Agreement and any
of the Option  Agreements  with  respect to the receipt of such Common  Stock by
Employee,  such  Option  Agreement  shall  control;  provided  that such  Option
Agreements  shall  not  affect  the  at-will  nature  of the  Employment  of the
Employee.

         (c)  Regular   Benefits.   The  Employee  shall  also  be  entitled  to
participate in any employee benefit plans,  medical insurance plans,  retirement
plans and other  benefit  plans  which the Company may from time to time have in
effect  for  senior  employees  or  for  all or  most  of  its  employees.  Such
participation  shall be subject to the terms of the applicable  plan  documents,
generally applicable policies of the Company,  applicable law and the discretion
of the Board of Directors,  the Compensation Committee of the Board of Directors
or any  administrative or other committee provided for by any such plan. Nothing
in this Agreement shall be construed to create any obligation on the part of the
Company to establish any such plan or to maintain the  effectiveness of any such
plan which may be in effect from time to time.

         (d) Vacation.  The Employee shall be entitled to the same weeks of paid
vacation during each full year that Employee is employed  hereunder as generally
available to

                                       2



<PAGE>

senior managerial  employees of the Company with the same period of service.  In
the event the employment of Employee is  terminated,  Employee shall be paid for
all accrued and unused vacation time.

         (e)   Expenses.   The  Company   shall   reimburse   Employee  for  all
appropriately  documented,  reasonable business expenses incurred by Employee in
accordance with the established  the Company  policies for managerial  employees
which the Company may amend in its sole discretion.

         (f) Taxation of Payments and Benefits. The Company shall have the right
to make  deductions,  withholdings  and tax reports with respect to payments and
benefits under this Agreement to the extent that it reasonably and in good faith
believes  it is  required to do so under  applicable  law.  Payments to Employee
under  this  Agreement  shall  be in  amounts  net of  any  such  deductions  or
withholdings.  Nothing in this  Agreement  shall be  construed  to  require  the
Company to make any  payments to  compensate  the  Employee  for any adverse tax
effect  associated  with  any  payment  or  benefit  or  for  any  deduction  or
withholding from any payment or benefit.

         (g)  Exclusive.  The  Employee  shall not be entitled to any payment or
benefit other than as provided in this Agreement.

     5. Duties.  During the  Employment  of the  Employee,  the Employee  shall,
subject to the direction and supervision of the Chief  Operating  Officer of the
Company or his or her designee,  devote the Employee's  full business time, best
efforts and business  judgment,  skill and knowledge to the  advancement  of the
Company's   interests  and  to  the  discharge  of  the  Employee's  duties  and
responsibilities  under this Agreement.  Employee shall further duly, punctually
and faithfully  perform and observe any and all rules and regulations  which the
Company  may now or shall  hereafter  establish  governing  the  conduct  of its
business or its  employees.  Employee's  performance  of his duties shall at all
times be rendered to the Company's satisfaction.

     6. Confidential Information; Non-Competition.

         (a)  Confidential   Information.   For  these  purposes   "Confidential
Information"  shall  be  collectively  defined  as  any  and  all  technical  or
engineering   information,    know-how,   data,   designs,    diagrams,   plans,
specifications,  structures,  computer codes,  documents,  patent  applications,
trade secrets, ideas, concepts,  inventions,  products,  prototypes,  processes,
formulae, works in process, systems, technologies, marketing plans, the identity
of or  other  information  regarding  actual  or  potential  customers  or trade
contacts,  business or other financial  information,  and other confidential and
proprietary  information  of the  Company or any of its  customers,  in whatever
form,  whether  disclosed  by the  Company or  otherwise  observed or learned by
Employee  during  the  course of  employment,  and  whether  or not  labeled  or
identified as confidential or proprietary. "Confidential Information" shall also

                                       3



<PAGE>


include any  confidential or proprietary  information of a third party disclosed
to  the  Company  or  any  of  its  customers  pursuant  to a  nondisclosure  or
confidentiality  agreement to which the Company is a party; and any Invention as
herein defined.

         (b) Protection of Confidential Information.

             (i)  Employee   acknowledges   and  agrees  that  the  Confidential
Information of the Company is  proprietary,  constitutes a valuable asset of the
Company,  and  is the  sole  property  of  the  Company.  Without  limiting  the
foregoing, Employee acknowledges and agrees that all writings and other tangible
materials in any form that contain Confidential  Information of the Company that
are  produced  by  Employee  or others or that  otherwise  come into  Employee's
possession are and will remain the property of the Company,  and will be treated
as Confidential Information.

             (ii)  Employee  agrees  that at all  times  during  and  after  the
Employment  of  the  Employee,   Employee  shall  hold  in  trust,  maintain  as
confidential  and not  disclose to any third person or entity or make any use of
any of the Confidential Information, except for the benefit of the Company or as
is strictly  required in the course of the Employment of the Employee.  Employee
acknowledges that the unauthorized disclosure of Confidential Information may be
highly prejudicial to their interests,  an invasion of privacy,  and an improper
disclosure of trade secrets.

         (c)  Injunction.  The  Employee  agrees that it would be  difficult  to
measure any damages  caused to the Company which might result from any breach by
the Employee of the promises  set forth in this  Section,  and that in any event
money  damages  would  be an  inadequate  remedy  for any such  breach.  Without
limiting  any other  remedies or rights of the Company  hereunder,  the Employee
agrees that if the Employee breaches, or proposes to breach, any portion of this
Agreement,  the Company shall be entitled to an injunction or other  appropriate
equitable  relief to  restrain  any such breach  without  showing or proving any
actual damage to the Company.

     7. Inventions.

         (a) Inventions. For purposes of this Agreement,  "Inventions" means any
and all inventions,  discoveries, designs, developments,  innovations, concepts,
improvements,   techniques,   processes,   systems,  structures,   technologies,
software, hardware, formulas, know-how, products, work product and data, whether
or not patentable or reduced to practice or in a commercially  useable form, and
all  original  works  of  authorship,  whether  or not  copyrightable,  and  all
derivative  works thereof,  which result from work performed by Employee for the
Company  (either  alone or in  cooperation  with  others)  or with the  tools or
equipment  of the Company or which relate to or may be useful in any business or
any actual or  demonstrably  anticipated  research or development  engaged in or
planned by the Company.

                                       4



<PAGE>


         (b)  Disclosure.  Employee  shall  promptly  disclose in writing to the
Chief Operating  Officer of the Company any and all Inventions made,  conceived,
reduced to practice, or learned by Employee, either alone or in cooperation with
others,  during the period of the  Employment  of the Employee  with the Company
(including  off-duty hours) that to any extent relate to or may be useful in any
business  or any actual or  demonstrably  anticipated  research  or  development
engaged in or planned by the Company,  even if any such invention is claimed for
any  reason to  belong to  Employee  or to a person  or  entity  other  than the
Company.

         (c) Assignment.  Employee agrees that all Inventions  made,  conceived,
reduced to  practice,  or  learned by  Employee  during  the  Employment  of the
Employee (including off-duty hours), either alone or in cooperation with others,
are "works made for hire" and belong to and are the sole property of the Company
and are Inventions of the Company  subject to the provisions of this  Agreement.
Employee hereby assigns to the Company, without royalty or further compensation,
all right, title, and interest Employee has or may have or may acquire in and to
any  and  all  such  Inventions  and  all  modifications  and  enhancements  and
derivations  thereof,  including  but not  limited  to patents  and  copyrights.
Employee  agrees that the Company or its designee  will be the sole owner of all
domestic and foreign patents,  patent rights,  copyrights,  and all other rights
pertaining to all such Inventions.

         (d) Evidence of  Assignment.  At the request of the  Company,  Employee
agrees to sign and deliver to the Company,  either  during or  subsequent to the
Employment of the Employee,  such other  documents or instruments as the Company
considers  desirable  to evidence the  assignment  to the Company of any and all
rights of Employee, if any, in any Inventions and the Company's ownership of the
Inventions.  Employee  further  agrees as to all such  Inventions  to assist the
Company as  requested,  either  during or  subsequent  to the  Employment of the
Employee,  in  obtaining,  registering,  and from time to time  enforcing in any
country,  the Company's rights to the Inventions,  including without  limitation
the testifying in a suit or other  proceeding  involving any Invention.  If such
assistance is rendered by Employee  subsequent to the Employment of the Employee
with the Company,  Employee  shall be  reimbursed  for all  reasonable  expenses
incurred and for any and all lost wages or salary related thereto.

         (e) California Labor Code Section 2870. Any provision in this Agreement
that requires  Employee to assign rights to an Invention  shall not apply to any
invention that is exempted  pursuant to the provisions of California  Labor Code
Section 2870, the text of which is attached to this Agreement as Exhibit A. This
section provides that the requirement to assign "shall not apply to an invention
that the employee  developed  entirely on his or her own time without  using the
employer's equipment,  supplies,  facilities, or trade secret information except
for those  inventions  that  either:  (1)  relate at the time of  conception  or
reduction to practice of the invention to the employer's business,  or actual or
demonstrably  anticipated research or development of the employer; or (2) result
from any work performed by the employee for the employer."

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<PAGE>


     8. Prior Knowledge and Inventions.  Except as is disclosed on Schedule 1 to
this Agreement, Employee has no knowledge of the Confidential Information, other
than information Employee has learned or observed from the Company. Employee has
disclosed on Schedule 1 a complete  list of all  inventions,  original  works of
authorship,  developments,  improvements  and trade secrets that Employee claims
are  proprietary  to  Employee,  and that  Employee  desires to exclude from the
application of this Agreement. Employee represents that this list is complete to
the best of his  knowledge,  and that the exclusion of any  inventions  from the
list will not materially  affect  Employee's  ability to perform his obligations
under  this  Agreement.  The  Company  agrees  to  receive  and  hold  all  such
disclosures in confidence.

     9. Prior Commitments.  Employee has no other agreements,  relationships, or
commitments  to any  other  person  or  entity  that  conflict  with  Employee's
obligations to the Company under this Agreement, except as disclosed on Schedule
1. Employee shall not disclose to the Company,  or use, or induce the Company to
use, any  proprietary  or  confidential  information or trade secrets of others.
Employee  represents  and warrants  that  Employee has returned all property and
confidential   information  belonging  to  all  prior  or  concurrent  companies
employing or engaging Employee.

     10.  Non-Competition  and  Non-Solicitation.  At all times during which the
Employee is employed  by the Company and for one (1) year after  termination  of
the  Employment  of the  Employee  hereunder,  except  in  connection  with such
Employee's   duties  as  an  employee  or  consultant  of  the  Company  or  its
subsidiaries,  the Employee (i) will not, directly or indirectly,  whether as an
officer,  director,  consultant,  agent, employee,  contractor,  owner, partner,
joint venturer or stockholder of another entity, engage, participate,  assist or
invest in any  Competing  Business  (as  hereinafter  defined),  other than as a
stockholder of less than one percent (1%) of the equity securities of a publicly
held corporation; (ii) will not in any manner directly or indirectly solicit any
of the  Company's  employees  for a Competing  Business or  otherwise  induce or
attempt to induce such employees to terminate their  employment with the Company
during the period of Employment of the Employee and for a period of one (1) year
thereafter;  and (iii) will refrain from  soliciting or encouraging any customer
or supplier to terminate or otherwise modify adversely its business relationship
with the Company.  The Employee  understands  that the restrictions set forth in
this Section are intended to protect the Company's  interest in its Confidential
Information and established  employee,  customer and supplier  relationships and
goodwill,  and agrees that such  restrictions are reasonable and appropriate for
this purpose. "Competing Business" shall mean a business which directly competes
against the application development or RAD tool products designed or distributed
by the Company or any of its subsidiaries.

     11. Cooperation.  During and after the Employment of the Employee,  (i) the
Employee shall cooperate fully with the Company in the defense or prosecution of
any claims or  actions  now in  existence  or which may be brought in the future
against or on behalf of the Company which relate to events or  occurrences  that
occurred  while the Employee was

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<PAGE>


employed by the Company,  and (ii) the Employee shall  cooperate  fully with the
Company in connection with any investigation or review of any federal,  state or
local regulatory authority related to events that occurred during the Employment
of the Employee.  The Employee's  cooperation shall include,  but not be limited
to,  meeting  with  counsel to prepare  for  discovery  or trial and to act as a
witness on behalf of the Company at mutually convenient times. The Company shall
reimburse  the Employee for any actual  out-of-pocket  expenses  incurred by the
Employee in connection with this Section.

     12. Termination.  The  Employment of the Employee  shall  terminate as set
forth in this Section:

         (a)  Termination  by the  Company  for Cause.  In addition to its other
rights and  remedies,  the  Company may  terminate  the  employment  of Employee
immediately "for cause" upon the occurrence of any of the following events:

              (i) Materially  dishonest  statements or acts of the Employee with
respect to the Company or any affiliate;

              (ii) Unethical  practices or conduct by the Employee in connection
with the business of the Company or any affiliate;

              (iii) The  commission  of any felony  (excluding  DWI and  similar
traffic offenses) or any crime involving moral turpitude;

              (iv) The use of alcohol or drugs by the  Employee  if the  Company
determines,  in its sole  discretion,  that  such use of such  alcohol  or drugs
materially  affects the performance of Employee's duties under this Agreement or
otherwise violates Company policy;

              (v) Gross  negligence  or willful  misconduct of the Employee with
respect to the Company or any affiliate of the Company;

              (vi)  The  imparting,   disclosure  or  use  of  any  Confidential
Information in material violation of this Agreement; or

              (vii)  Material  breach by the  Employee of any of the  Employee's
obligations under this Agreement.

         (b)  Termination  At  Will by  Either  Party.  Either  party  also  may
terminate this Agreement  without cause  immediately  upon written notice to the
other party at any time without cause.

                                       7




<PAGE>


         (c) Other Events of Termination. This Agreement shall also terminate in
the event of the death of Employee;  or the medically  determinable  physical or
mental  impairment of Employee which prevents Employee from fully performing the
essential  functions of his position with the Company,  which  impairment can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months.

         (d) Certain Termination  Benefits.  Except as specifically  provided in
this  subsection  or as otherwise  required by law, all  compensation  and other
benefits  payable to the Employee  under this Agreement  shall  terminate on the
date of termination  of the Employment of the Employee.  Solely in the event the
Company  terminates  the employment of the Employee  without cause,  the Company
shall pay the Employee a severance  payment equal to the Base Salary at the rate
then in effect pursuant to Section 4(a) hereof for six (6) months after the date
of  termination,  payable  during the  regular  pay  periods of the  Company and
subject to tax withholdings.

     13. Duties Upon Termination.

         (a) Documents. Upon termination of the Employment of Employee, Employee
shall not retain and shall promptly and without  request  deliver to the Company
all documents and data and all copies thereof  pertaining to (i) his employment,
(ii) the Confidential Information, and (iii) the Inventions, whether prepared by
Employee  or  otherwise  in the  possession  or control of the  Employee  or the
Employee's  agent.  The Employee also agrees to sign and deliver the Termination
Certification  attached hereto as Exhibit B to this Agreement or a substantially
similar certification as may be requested by the Company.

         (b) Continuing Obligations.  The Employee further agrees that following
termination  of his  employment,  he shall continue to be bound by the terms and
restrictions  of  this  Agreement  relating  to  nonsolicitation,   Confidential
Information and Inventions.

     14.  Integration.  This  Agreement and all exhibits and schedules  attached
hereto  contain  the entire  agreement  of the  parties  relating to the subject
matter  hereof  and  supersede  any and all  other  agreements,  discussions  or
understandings  of any kind between the parties with respect  thereto;  provided
however that (a) this  Agreement  shall not supersede any separate  stock option
agreement  between the Company and the  Employee,  and (b) any  confidential  or
proprietary  information  disclosed between the parties pursuant to any prior or
superseded  agreement shall be part of the  "Confidential  Information"  for all
purposes hereof.  No waiver,  amendment or modification of any provision of this
Agreement  shall be  effective  unless  in  writing  and  signed  by  authorized
representatives of both parties.

     15. Assignment;  Successors and Assigns.  This Agreement and the rights and
obligations  of the Employee  under this  Agreement  are personal and may not be
assigned,

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<PAGE>


transferred,  pledged  or  encumbered  by the  Employee.  The  Company  shall be
entitled to assign any and all of its rights and obligations hereunder.  Subject
to the foregoing,  this  Agreement  shall inure to the benefit of and be binding
upon the parties hereto, the officers,  directors,  employees,  agents,  owners,
shareholders,  representatives,  successors and assigns of the Company,  and the
heirs, devisees, spouses, agents, representatives, successors and assigns of the
Employee.

     16.  Enforceability.   If  any  portion  or  provision  of  this  Agreement
(including,  without limitation, any portion or provision of any section of this
Agreement)  shall to any extent be declared  illegal or unenforceable by a court
of  competent  jurisdiction,  then  the  remainder  of  this  Agreement,  or the
application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable, shall not be affected thereby,
and each portion and provision of this Agreement  shall be valid and enforceable
to the fullest extent permitted by law.

     17.  Waiver.  No waiver of any provision  hereof shall be effective  unless
made in writing  and signed by the  waiving  party.  The failure of any party to
require the  performance  of any term or  obligation of this  Agreement,  or the
waiver  by any party of any  breach of this  Agreement,  shall not  prevent  any
subsequent  enforcement  of such term or obligation or be deemed a waiver of any
subsequent breach.

     18.  Notices.  Any  notices,  requests,  demands  and other  communications
provided for by this  Agreement  shall be sufficient if in writing and delivered
in person or sent by a nationally  recognized  overnight  courier  service or by
registered or certified mail, postage prepaid,  return receipt requested, to the
Employee at the last  address the Employee has filed in writing with the Company
or, in the case of the Company, at its principal place of business in the United
States,  attention of the Chief Operating Officer, and shall be effective on the
date of delivery in person or by courier or five (5) days after the date mailed.

     19. Amendment.  This Agreement may be amended or modified only by a written
instrument signed by the Employee and by a duly authorized representative of the
Company.

     20.  Governing  Law.  This  Agreement  shall be governed by the laws of the
State of California without reference to principles of conflicts of law.

     21.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which when so executed and delivered shall be taken to be
an original;  but such counterparts  shall together  constitute one and the same
document.

     22. Legal Counsel; Certifications.

         a. Employee  acknowledges,  represents and warrants that he has had the
opportunity  to be represented  by and to fully consult with  independent  legal
counsel of

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<PAGE>


Employee's  own choosing in  connection  with the terms and  conditions  of this
Agreement  and all matters or issues  related  thereto;  and that  Employee  has
conducted such an investigation of the Company and its business and prospects as
Employee has deemed necessary.

         b. EMPLOYEE  FURTHER  CERTIFIES  THAT EMPLOYEE HAS CAREFULLY  READ THIS
AGREEMENT,  UNDERSTANDS ITS TERMS,  AND FREELY AND  VOLUNTARILY  AGREES TO THESE
TERMS.  EMPLOYEE FURTHER  ACKNOWLEDGES  THAT EMPLOYEE HAS REVIEWED EXHIBIT A AND
SCHEDULE  1  AND  IN  THIS  CONNECTION  HAS  RECEIVED  A  COPY  OF  THE  WRITTEN
NOTIFICATION  TO EMPLOYEE  CONTAINING THE TEXT OF CALIFORNIA  LABOR CODE SECTION
2870.

     IN WITNESS WHEREOF, this Employment Agreement has been executed and entered
into by the parties as of the date first above written.


                                    OMNIS TECHNOLOGY CORPORATION



                                    By: ______________________________
                                        Gwyneth Gibbs, President



                                    EMPLOYEE:


                                    -----------------------------------
                                    Jerald L. Lipscomb


                                       10



<PAGE>


                                    EXHIBIT A

                        WRITTEN NOTIFICATION TO EMPLOYEE

     In  accordance  with  California  Labor Code Section  2870,  you are hereby
notified  that  the  Employment  Agreement  between  you  and  Omnis  Technology
Corporation  (the  "Company")  does not require you to assign to the Company any
invention  for  which  no  equipment,   supplies,   facility,  or  trade  secret
information of the Company was used, and that was developed entirely on your own
time,  and  that  does not  relate  to the  business  of the  Company  or to the
Company's actual or demonstrably  anticipated research or development,  and does
not result from any work performed by you for the Company.

     The text of California Labor Code Section 2870 is set forth below:

                         "CALIFORNIA LABOR CODEss. 2870
                INVENTION ON OWN TIME-- EXEMPTION FROM AGREEMENT.

         "(a) Any provision in an employment  agreement  which  provides that an
     employee shall assign,  or offer to assign,  any of his or her rights in an
     invention to his or her employer  shall not apply to an invention  that the
     employee  developed  entirely  on his or her own  time  without  using  the
     employer's  equipment,  supplies,  facilities,  or trade secret information
     except for those inventions that either:

              "(1) Relate at the time of  conception or reduction to practice of
     the  invention  to the  employer's  business,  or  actual  or  demonstrably
     anticipated research or development of the employer; or

              "(2)  Result  from  any work  performed  by the  employee  for the
     employer.

         "(b) To the extent a provision in an employment  agreement  purports to
     require an employee to assign an invention  otherwise  excluded  from being
     required to be assigned under subdivision (a), the provision is against the
     public policy of this state and is unenforceable."

         I hereby acknowledge receipt of this written notification.



Dated:  As of November 24, 1999             ____________________________

                                       1


<PAGE>


                                   SCHEDULE 1






                                        1


<PAGE>


                                    EXHIBIT B

                            TERMINATION CERTIFICATION

     This is to certify that I do not have in my  possession,  nor have I failed
to return, any Confidential  Information as defined in the Employment  Agreement
between Omnis Technology  Corporation and me ("Agreement") or any copies of such
information,  or other  documents or  materials,  equipment,  or other  property
belonging  to the Company or any of its  customers  or subject to any  agreement
between the Company and any third party.

     I further  certify that I have  complied  with and will  continue to comply
with  the  terms of the  Agreement  which  remain  enforceable  by  their  terms
following  termination  of my  employment,  including but not limited to (a) the
disclosure and reporting of any Inventions as defined in the Agreement,  and (b)
all  confidentiality,  nondisclosure  and/or  use  restrictions  imposed  by the
Agreement.




Dated:  _____________                       __________________________________


                                            Name: ____________________________




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