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                                                                   Exhibit 10.10

                       SEPARATION AND RELEASE AGREEMENT

     This SEPARATION AND RELEASE AGREEMENT (the "Agreement") is made and entered
into by and between ROGUE WAVE SOFTWARE, INC. ("Rogue Wave") and MICHAEL FOREMAN
("Mr. Foreman") (collectively "parties") as of the Execution Date of this
Agreement defined in paragraph 25 below.

     WHEREAS, effective as of May 1, 2000 Mr. Foreman tendered his resignation
as Vice President Worldwide Sales and any and all other positions he may have
held as an employee or officer of Rogue Wave and any of its corporate
affiliates, parents or subsidiaries as of May 1, 2000;

     WHEREAS, Mr. Foreman tendered his resignation voluntarily, at his election
and in his discretion and;

     WHEREAS, Rogue Wave has accepted the resignation tendered by Mr. Foreman;
and

     WHEREAS, the parties wish to make the separation amicable but conclusive on
the terms and conditions set forth herein; and

     WHEREAS, Mr. Foreman accepts the benefits of this Agreement with the
acknowledgment that by its terms he has been fully and satisfactorily
compensated.

                                II.  COVENANTS

     NOW THEREFORE, in consideration of the above set forth recitals which are
incorporated herein by reference and the mutual promises and covenants contained
in this Agreement, it is hereby agreed by and between the parties hereto as
follows:

     1.   Resignation. Mr. Foreman has tendered and Rogue Wave has accepted, Mr.
Foreman's resignation as Vice President Worldwide Sales and any and all other
positions he may have held with Rogue Wave as an employee or officer of Rogue
Wave and any of its corporate affiliates, parents or subsidiaries as of May 1,
2000 ("Separation Date").

     2.   Consideration. Although Rogue Wave has no policy or procedure
requiring payment of any severance benefits, Rogue Wave agrees to the following
as part of this Agreement.

          (a)  Installment Payments. Rogue Wave agrees to pay Mr. Foreman a sum
over time equal to $93,333.00, less all legally required deductions and required
withholdings ("Total Payment"). The Total Payment shall be made in three equal
installments of $31,111.00, less all legally required deductions and required
withholdings, payable according to the following schedule ("Installment
Payments"). The first Installment Payment of $31,111.00, less all legally
required deductions and required withholdings, shall be made to Mr. Foreman on
the eighth day following his signing, and not revoking, the ADEA Waiver and
Release set
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forth in paragraph 13 below, and the parties agree that the First Installment
Payment shall be made solely in consideration of Mr. Foreman executing and not
revoking the ADEA Waiver and Release set forth in paragraph 13 below. The second
Installment Payment of $31,111.00, less all legally required deductions and
required withholdings, shall be made to Mr. Foreman on the thirty-eighth day
following his signing, and not revoking, this Agreement. The third and final
Installment Payment of $31,111.00, less all legally required deductions and
required withholdings, shall be made to Mr. Foreman on the sixty-eighth day
following his signing and not revoking this Agreement. In no event shall the
Total Payment, or the sum of all the Installments paid to Mr. Foreman by Rogue
Wave, be more than $93,333.000. The Installment Payments shall be by check and
delivered by mail, overnight delivery, or hand delivery, at the sole option of
Rogue Wave.

          (b)  Insurance. To the extent permitted by the federal COBRA law,
applicable state laws, and the insurance policies and rules applicable to Rogue
Wave, Mr. Foreman will be eligible to continue his health insurance benefits
and, later, to convert to an individual policy. Mr. Foreman acknowledges that
Rogue Wave has provided him with a COBRA notification form setting forth Mr.
Foreman's rights and responsibilities with regard to COBRA coverage. Should Mr.
Foreman timely elect to continue coverage pursuant to COBRA, Rogue Wave agrees
to pay Rogue Wave's insurance carrier on a monthly basis for a period beginning
eight days after the Execution Date and concluding exactly six months after the
Execution Date ("COBRA Payment Period,") unless this obligation is terminated
earlier as set forth in this Agreement, for the COBRA premiums to be paid for
Mr. Foreman in order to maintain health insurance coverage during the COBRA
Payment Period that is substantially equivalent to that which Mr. Foreman
received immediately prior to the Separation Date. Should Mr. Foreman obtain
employment during the COBRA Payment Period, Rogue Wave's obligation under this
paragraph shall forever cease upon the expiration of the waiting period (if any)
for entitlement to insurance coverage through Mr. Foreman's new employer. Mr.
Foreman agrees to notify Rogue Wave in writing in the event that Mr. Foreman
obtains employment. In any event, and notwithstanding any provision to the
contrary on this paragraph, Rogue Wave's obligations under this paragraph shall
forever cease no later than by the end of the COBRA Payment Period.

     3.   Other Compensation. Except as expressly provided herein, Mr. Foreman
acknowledges and agrees that Mr. Foreman will not receive (nor is Mr. Foreman
entitled to receive) any additional consideration, compensation, payments,
bonuses, commissions, reimbursements, incentive payments, stock, equity
interests, stock options, or benefits of any kind. Mr. Foreman further
acknowledges and agrees that on or before the Separation Date, Rogue Wave paid
to Mr. Foreman in full any and all wages, salary, accrued but unused vacation,
floating holiday accrued but not taken, personal time off, commissions, bonuses,
stock options, incentive payments and compensation due and owing, if any, as of
the Separation Date.

     4.   Denial of Liability. The parties acknowledge that any payment by Rogue
Wave and any release by Mr. Foreman pursuant to this Agreement are made to
ensure that the separation is amicable, that in making any such payment or
release, Rogue Wave and Mr. Foreman in no way admit any liability to each other
and that they expressly deny any such liability.

     5.   Nondisparagement. Mr. Foreman and Rogue Wave agree that neither party
will at any time disparage the other to third parties in any manner likely to be
harmful to the other

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party, their business reputation, or the personal or business reputation of its
directors, shareholders and/or employees. Notwithstanding the prohibition in the
preceding sentence, each party shall respond accurately and fully to any
question, inquiry, or request for information when required by legal process.

     6.   Rogue Wave Property. Prior to the Separation Date, Mr. Foreman agrees
to return to Rogue Wave all Rogue Wave documents in whatever form (and all
copies thereof) and any and all other Rogue Wave property in Mr. Foreman's
possession, custody or control, including, but not limited to, financial
information, customer information, customer lists, employee lists, Rogue Wave
files, notes, contracts, contracts, drawings, records, business plans and
forecasts, financial information, specifications, computer-recorded information,
software, tangible property, including any computer equipment, cellular
telephones, pagers, credit cards, entry cards, identification badges and keys,
and any materials of any kind which contain or embody any proprietary or
confidential material of Rogue Wave (and all reproductions thereof in any form
including electronic or paper).

     7.   Confidentiality/Non-Disclosure. Mr. Foreman and Rogue Wave acknowledge
that confidentiality and nondisclosure are material considerations for the
parties entering into this Agreement. Mr. Foreman acknowledges, represents, and
agrees that he has not and will not discuss the terms or provisions of the
Agreement with any current or former Rogue Wave employee. As such, the
provisions of this Agreement shall be held in strictest confidence by Mr.
Foreman and Rogue Wave and shall not be publicized or disclosed in any manner
whatsoever, including but not limited to, the print or broadcast media, any
public network such as the Internet, any other outbound data program such as
computer generated mail, reports or faxes, or any source likely to result in
publication or computerized access. Notwithstanding the prohibitions in this
paragraph 7: (a) the parties may disclose this Agreement in confidence to their
respective attorneys, accountants, auditors, tax preparers, and financial
advisors; (b) Rogue Wave may disclose this Agreement as necessary to fulfill
standard or legally required corporate reporting or disclosure requirements; (c)
Rogue Wave may disclose this Agreement upon request from any government entity;
and (d) the parties may disclose this Agreement insofar as such disclosure may
be necessary to enforce its terms or as otherwise required by law.

     8.   Business Expense Reimbursement. Rogue Wave agrees to reimburse Mr.
Foreman for those reasonable business expenses he necessarily incurred in his
capacity as a Rogue Wave employee as of the Separation Date consistent with
Rogue Wave's policies in this regard. Mr. Foreman acknowledges and agrees that
Rogue Wave will not reimburse him for any expenses he incurred after the
Separation Date. Mr. Foreman must submit the necessary documentation
establishing the amount, date and reason for expenses he incurred and for which
he seeks reimbursement no later than 15 days after the Separation Date.

     9.   References. To coordinate Rogue Wave's response to any inquiries from
prospective employers seeking employment references concerning Mr. Foreman, Mr.
Foreman agrees to direct such prospective employers exclusively to the Rogue
Wave Director of Human Resources. Should the Director of Human Resources receive
an inquiry, the Director (or an authorized agent acting on behalf of the
Director) shall confirm Mr. Foreman's period of

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employment with Rogue Wave, the position he held, and the latest salary that he
received as an employee.

     10.  Non-Competition and Non-Solicitation. Mr. Foreman acknowledges that
while he was employed with Rogue Wave in Colorado, he worked in various
capacities, including Vice President Worldwide Sales, and was a member of
executive and management personnel at Rogue Wave. Mr. Foreman further
acknowledges that during his employment at Rogue Wave, he was privy to extremely
sensitive, confidential and valuable commercial information, and trade secrets
belonging to Rogue Wave, the disclosure of which information and trade secrets
would greatly harm Rogue Wave. As a reasonable measure to protect Rogue Wave
from the harm of such disclosure and use of its information and trade secrets
against it, the parties agree to the following as part of this Agreement:

          (a)  Non-Competition Covenant. Mr. Foreman agrees and acknowledges
that for a period of twelve (12) months following the Execution Date of this
Agreement, he will not directly or indirectly engage in (whether as an employee,
consultant, proprietor, partner, director, officer or otherwise), or have any
ownership interest in, or participate in the financing, operation, management or
control of, any person, firm, corporation, partnership, joint venture or other
business entity that engages in any business that is the same, similar to, or in
competition with any product, service, or process that was marketed, sold, under
development, or developed by Rogue Wave during Mr. Foreman's employment with
Rogue Wave. The parties agree that no more than 1% of the outstanding voting
stock of a publicly traded company or any stock owned by Mr. Foreman as of the
Separation Date shall not constitute a violation of this paragraph. Mr. Foreman
further agrees and acknowledges that because of the nature and type of business
that Rogue Wave engages in, the geographic scope of this covenant shall include
all counties, cities, and states of the United States, Canada, Europe, South
America, and Asia, and any and all other cites, localities, regions, states, and
countries in which Rogue Wave does business, and that such a geographic scope is
reasonable. Nothing in this paragraph 10(a) should be construed to narrow the
obligations of Mr. Foreman imposed by any other provision herein, any other
agreement, law or other source.

          (b)  Non-Solicitation Covenant. Mr. Foreman acknowledges and agrees
that information regarding employees of Rogue Wave is confidential information,
including without limitation, the names of Rogue Wave employees; information
regarding the skills and knowledge of employees of Rogue Wave; information
regarding any past, present, or intended compensation, benefits, policies and
incentives for employees of Rogue Wave; and information regarding the
management, policies, and reporting structure of the Rogue Wave. Mr. Foreman
agrees that he will not, individually or with others, directly or indirectly
(including without limitation, individually or through any business, venture,
proprietorship, partnership, or

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corporation in which they control or own more than a 1% interest, through any
agents, through any contractors, through recruiters, by their successors, by
their employees, or by their assigns) hire, recruit, or solicit any Rogue Wave
employee, or induce any employee of Rogue Wave to leave Rogue Wave for a period
of twelve (12) months from the Execution Date of this Agreement. Mr. Foreman
further agrees that for the twelve (12) month period after the Execution Date of
this Agreement, he will not, either directly or indirectly (including without
limitation, individually or through any business, venture, proprietorship,
partnership, or corporation in which they control or own more than a 1%
interest, through any agents, through any contractors, through recruiters, by
their successors, by their employees, or by their assigns), solicit or attempt
to solicit any customer, client, supplier, investor, vendor, consultant or
independent contractor of Rogue Wave to terminate, reduce or negatively alter
his, her or its relationship with Rogue Wave. Mr. Foreman further agrees and
acknowledges that because of the nature and type of business that Rogue Wave
engages in, the geographic scope of the non-compete shall include all counties,
cities, and states of the United States, Canada, Europe, South America, and
Asia, and any and all other cites, localities, regions, states, and countries in
which Rogue Wave does business, and that such a geographic scope is reasonable.
Nothing in this paragraph 10(b) should be construed to narrow the obligations of
Mr. Foreman imposed by any other provision herein, any other agreement, law or
other source.

          (c)  Extension of Time. In the event that Mr. Foreman breaches any
covenant, obligation or duty in this paragraph 10 or its subparts, any such
duty, obligation, or covenants to which the parties agreed by this paragraph 10
and its subparts shall automatically toll from the date of the first breach, and
all subsequent breaches, until the resolution of the breach through private
settlement, judicial or other action, including all appeals. The duration and
length of Mr. Foreman's duties and obligations as agreed by this paragraph 10
and its subparts shall continue upon the effective date of any such settlement,
or judicial or other resolution.

          (d)  Reasonable. Mr. Foreman agrees and acknowledges that the time
limitation and the geographic scope on the restrictions in this paragraph 10 and
its subparts are reasonable. Mr. Foreman also acknowledges and agrees that the
limitation in this paragraph 10 and its subparts is reasonably necessary for the
protection of Rogue Wave, that through this Agreement he shall receive adequate
consideration for any loss of opportunity associated with the provisions herein,
and that these provisions provide a reasonable way of protecting Rogue Wave's
business value which was imparted to him. In the event that any term, word,
clause, phrase, provision, or section of this paragraph 10 of this Agreement is
more restrictive than permitted by the law of the jurisdiction in which Rogue
Wave seeks enforcement thereof, the provisions of this Agreement shall be
limited only to that extent that a judicial determination finds the same to be
unreasonable or otherwise unenforceable. If any restriction set forth in this
paragraph 10 or its subparts is found by any court of competent jurisdiction to
be unenforceable because it extends for too long a period of time, or over too
great an area, it shall be interpreted to extend only over the maximum period of
time and geographic scope as to which it may be enforceable. Notwithstanding any
judicial determination that any term, word, clause, phrase, provision, or
section of this Agreement is not specifically enforceable, the parties intend
that Rogue Wave shall nonetheless be entitled to recover monetary damages as a
result of any breach hereof.

          (e)  Legal and Equitable Remedies. In view of the nature of the rights
in goodwill, employee relations, trade secrets, and business reputation and
prospects of Rogue Wave to be protected under this paragraph 10 of this
Agreement, Mr. Foreman understands and agrees that Rogue Wave could not be
reasonably or adequately compensated in damages in an action at law for Mr.
Foreman's breach of his obligations hereunder. Accordingly, Mr. Foreman
specifically agrees that Rogue Wave shall be entitled to temporary and permanent
injunctive relief, specific performance, and other equitable relief to enforce
the provisions of this paragraph

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10 of this Agreement and that such relief may be granted without the necessity
of proving actual damages, and without bond. Mr. Foreman acknowledges and agrees
that the provisions in this paragraph 10 and its subparts are essential and
material to this Agreement, and that upon breach of this paragraph 10 by him,
Rogue Wave is entitled to recover any payments or other consideration made
pursuant to this Agreement, to withhold providing additional payments or
consideration, to equitable relief to prevent continued breach, to recover
damages, and to seek any other remedies available to Rogue Wave. This provision
with respect to injunctive relief shall not, however, diminish the right of
Rogue Wave to claim and recover damages or other remedies in addition to
equitable relief.

     11.  Nondisclosure of Proprietary Information. Mr. Foreman agrees and
acknowledges that he continues to be bound by the terms of the Employee
Proprietary Information and Inventions Agreement between Mr. Foreman and Rogue
Wave, executed by Mr. Foreman on January 20, 1995, a copy of which is attached
hereto as Exhibit A and which is incorporated herein as if set forth in full.
Nothing in this paragraph should be construed to narrow the obligations of Mr.
Foreman imposed by any other agreement, law or other source.

     12.  Release of Claims by Mr. Foreman. For the consideration set forth in
this Agreement and the mutual covenants of Rogue Wave and Mr. Foreman, Mr.
Foreman hereby releases, acquits and forever discharges Rogue Wave, its
affiliated corporations and entities, its and their officers, directors, agents,
representatives, servants, attorneys, employees, shareholders, successors and
assigns of and from any and all claims, liabilities, demands, causes of action,
costs, expenses, attorneys' fees, damages, indemnities and obligations of every
kind and nature, in law, equity, or otherwise, known or unknown, suspected and
unsuspected, disclosed and undisclosed, liquidated or contingent, arising out of
or in any way related to agreements, events, acts or conduct at any time prior
to and including the Execution Date, including but not limited to: any and all
such claims and demands directly or indirectly arising out of or in any way
connected with Mr. Foreman's employment with Rogue Wave or the conclusion of
that employment; claims or demands related to salary, bonuses, commissions,
incentive payments, stock, stock options, or any ownership or equity interests
in Rogue Wave, vacation pay, personal time off, fringe benefits, expense
reimbursements, sabbatical benefits, severance benefits, or any other form of
compensation; claims arising out of the administration or terms of Rogue Wave's
Sales Compensation Plan; claims pursuant to any federal, any state or any local
law, statute, common law or cause of action including, but not limited to, the
Federal Civil Rights Act of 1964, as amended; attorney's fees, court costs, or
any expenses under Title VII of the Federal Civil Rights Act of 1964, as
amended, or any other statute, agreement or source of law; the Federal Americans
with Disabilities Act of 1990; the Family and Medical Leave Act; the Employee
Retirement Income Security Act; the Colorado Discrimination and Unfair
Employment Act; the Equal Pay Act of 1963, as amended; the Fair Labor Standard
Act, as amended; tort law; contract law; wrongful discharge; discrimination;
harassment; fraud; misrepresentation; defamation; libel; emotional distress; and
breach of the implied covenant of good faith and fair dealing. Mr. Foreman
agrees that in the event he brings a claim or charge covered by this release, or
does not dismiss with prejudice and withdraw any claim covered by this release,
in which he seeks damages against Rogue Wave or in the event he seeks to recover
against Rogue Wave in any claim brought by a governmental agency on his behalf,
this Agreement shall serve as a complete defense to such claims or charges.

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     13.  ADEA Waiver and Release by Mr. Foreman. Mr. Foreman acknowledges that
Mr. Foreman is knowingly and voluntarily waiving and releasing any rights Mr.
Foreman may have under the federal Age Discrimination in Employment Act of 1967,
as amended ("ADEA Waiver and Release"). Mr. Foreman acknowledges that the
consideration given for this ADEA Waiver and Release, provided for in paragraph
2 above, is in addition to anything of value to which Mr. Foreman was already
entitled. The parties agree and acknowledge that Mr. Foreman has been advised by
this writing, as required by the ADEA that: (a) this ADEA Waiver and Release
does not apply to any claims under ADEA that may arise after the date that Mr.
Foreman signs this Agreement; (b) Mr. Foreman has the right to and is advised to
consult with an attorney prior to executing this Agreement; (c) Mr. Foreman has
twenty-one days within which to consider this ADEA Waiver and Release (although
Mr. Foreman may choose to voluntarily execute this ADEA Waiver and Release
earlier); and (d) Mr. Foreman has seven days following the execution of this
Agreement to revoke Mr. Foreman's ADEA Waiver and Release by sending, via
certified United States mail, written notice of revocation to the attention of
Rogue Wave, Attn. Director of Human Resources; 5500 Flatirons Parkway, Boulder,
CO 80301. The parties acknowledge and agree that revocation by Mr. Foreman of
the ADEA Waiver and Release is not effective to revoke Mr. Foreman's waiver or
release of any other claims pursuant to this Agreement. The parties further
agree that revocation by Mr. Foreman of the ADEA Waiver and Release shall
entitle Rogue Wave to recover any and all payments made by Rogue Wave in
consideration for Mr. Foreman executing and not revoking the ADEA Waiver and
Release, as articulated in paragraph 2 and to recover the costs, expenses and
attorney's fees incurred in attempting to recover such payments.

     14.  Tax Consequences. Mr. Foreman expressly acknowledges that Rogue Wave
has not made, nor herein makes, any representation about the tax consequences of
any consideration provided by Rogue Wave to Mr. Foreman pursuant to this
Agreement. Mr. Foreman agrees to indemnify and hold Rogue Wave harmless for any
and all claims or penalties asserted against Rogue Wave for failure to pay taxes
due on any consideration provided by Rogue Wave pursuant to this Agreement.

     15.  Cooperation. Mr. Foreman agrees to fully cooperate with Rogue Wave in
connection with any Rogue Wave defense, prosecution, or investigation by Rogue
Wave regarding any actual or potential litigation, administrative proceeding, or
other such procedures, in which Rogue Wave may be involved as a party or non-
party from time to time.

     16.  No Third Party Rights. The parties agree that by making this Agreement
they do not intend to confer any benefits privileges or rights to others. The
Agreement is strictly between the parties hereto, subject to the terms of
paragraph 20 below, and that it shall not be construed to vest in any other the
status of third-party beneficiary.

     17.  Voluntary and Knowingly. Mr. Foreman acknowledges that, before
executing this Agreement, he has been advised and given the opportunity to
consult with counsel and has in fact sought and received advice from counsel of
his own choosing, and was fully advised of his rights under law. Mr. Foreman
further acknowledges that he has reviewed this Agreement in its entirety,
understands it, and voluntarily executes it.

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     18.  Duty to Effectuate. The parties agree to perform any lawful additional
acts, including the execution of additional agreements, as are reasonably
necessary to effectuate the purpose of this Agreement.

     19.  Entire Agreement. Except for those agreements expressly referenced
herein, this Agreement, including Exhibit A hereto, constitutes the complete,
final and exclusive embodiment of the entire agreement between Mr. Foreman and
Rogue Wave with regard to the subject matter hereof. This Agreement is entered
into without reliance on any promise or representation, written or oral, other
than those expressly contained herein. It may not be modified except in a
writing signed by Mr. Foreman and a duly authorized officer of Rogue Wave.

     20.  Successors and Assigns. This Agreement, including Exhibit A hereto,
shall bind the heirs, personal representatives, successors, assigns, executors
and administrators of each party, and insure to the benefit of each party, its
heirs, successors and assigns.

     21.  Applicable Law. The parties agree and intend that this Agreement be
construed and enforced in accordance with the laws of the State of Colorado.

     22.  Forum. This Agreement will be governed by and construed according to
the laws of the State of Colorado as such laws are applied to agreements entered
into and to be performed entirely within Colorado between Colorado residents.
Mr. Foreman hereby expressly understands and consents that this Agreement is a
transaction of business in the State of Colorado and in the City and County of
Boulder, Colorado, and constitutes the minimum contacts necessary to make Mr.
Foreman subject to the personal jurisdiction and venue of the federal courts
located in the State of Colorado, and the state courts located in the City and
County of Boulder, Colorado. Mr. Foreman agrees and acknowledges that any
controversy arising out of or relating to this Agreement or the breach thereof,
or any claim or action to enforce this Agreement or portion thereof, or any
controversy or claim requiring interpretation of this Agreement must be brought
in federal court within the State of Colorado or a state court located in the
City and County of Boulder, Colorado. No such action may be brought in any forum
outside the State of Colorado. Any action brought in contravention of this
paragraph by one party is subject to dismissal at any time and at any stage of
the proceedings by the other, and no action taken by the other in defending,
counter claiming or appealing shall be construed as a waiver of this right to
immediate dismissal. A party bringing an action in contravention of this
paragraph shall be liable to the other party for the costs, expenses and
attorney's fees incurred in successfully dismissing the action or successfully
transferring the action to the federal courts located in the State of Colorado,
or the state courts located in the City and County of Boulder, Colorado.

     23.  Severable. If any provision of this Agreement is determined to be
invalid, void or unenforceable, in whole or in part, this determination will not
affect any other provision of this Agreement, and the provision in question
shall be modified so as to be rendered enforceable.

     24.  Enforce According To Terms. The parties intend this Agreement to be
enforced according to their terms.

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     25.  Execution Date. This Agreement is effective on the later of the dates
that each party signed this Agreement ("Execution Date").

     26.  Counterparts. This Agreement may be executed in one or more
counterparts, any of which need not contain the signatures of more than one
party but all signed counterparts taken together will constitute one and the
same argument.

     27.  Section Headings. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

     28.  Expiration. Unless otherwise agreed to by Rogue Wave in writing signed
by an authorized Rogue Wave representative, this agreement must be executed by
Mr. Foreman and delivered to Rogue Wave no later than May 22, 2000 to be
effective or binding on Rogue Wave.

     IN WITNESS WHEREOF, the parties have duly authorized and caused this
Agreement to be executed as follows:

Michael Foreman, an individual                  Rogue Wave Software, Inc.,
                                                a corporation

/s/ Michael Foreman
------------------------------                  By:_____________________________
Michael Foreman
                                                Its:____________________________

Date: May 8, 2000                               Date:__________________, 2000

Exhibit A:  Employee Proprietary Information and Inventions Agreement

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