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                                                                    Exhibit 10.9

                       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 ROBERT HOLBURN
("Mr. Holburn") (collectively "parties") as of the Execution Date of this
Agreement defined in paragraph 26 below.

     WHEREAS, effective as of January 3, 2000 Mr. Holburn tendered his
resignation as Chief Financial Officer 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 January 3, 2000;

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

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

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

     WHEREAS, Mr. Holburn 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. Holburn has tendered and Rogue Wave has accepted,
Mr. Holburn's resignation as Chief Financial Officer 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 January
3, 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)  Lump Sum Payment. Rogue Wave agrees to pay Mr. Holburn $84,996,
less all legally required deductions and required withholdings ("Lump Sum
Payment"). The Payment shall be made in a lump sum, payable within 14 days of
the Execution Date of this Agreement. The Lump Sum Payment shall be by check and
delivered by mail, overnight delivery, or hand delivery, at the sole option of
Rogue Wave. The parties agree that 25% of the Lump Sum Payment is made solely in
consideration of Mr. Holburn executing and not revoking the ADEA Waiver and
Release set forth in paragraph 13 below.
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          (b)  Outplacement Services.  Rogue Wave agrees to pay for outplacement
services rendered to Mr. Holburn by Drake Beam Morin between February 1, 2000
and February 1, 2001 in an amount not to exceed $23,000. Rogue Wave's obligation
to make any payment under this paragraph is conditioned upon Mr. Holburn's
submitting to Rogue Wave documentation from the outplacement service provider
showing that such services were rendered, describing the services rendered, and
stating the charge for such services rendered. Rogue Wave's obligation under
this paragraph shall forever expire if Mr. Holburn does not submit to Rogue Wave
the required documentation before February 15, 2001. Rogue Wave shall pay Mr.
Holburn for the cost of such outplacement services (not to exceed $23,000)
rendered to him after the Separation Date by check within 30 days after his
timely submission of the requisite documentation, and the check shall be
delivered by mail, overnight delivery service or hand delivery, at the sole
option of Rogue Wave. Nothing in this paragraph shall be construed as conferring
any rights, benefits or privileges to any person or entity other than Mr.
Holburn, and no outplacement service provider shall be deemed to be a third
party beneficiary to this Agreement.

          (c)  Insurance.  To the extent permitted by the federal COBRA law,
applicable state laws, and the insurance policies and rules applicable to Rogue
Wave, Mr. Holburn will be eligible to continue his health insurance benefits
and, later, to convert to an individual policy. Mr. Holburn acknowledges that
Rogue Wave has provided him with a COBRA notification form setting forth Mr.
Holburn's rights and responsibilities with regard to COBRA coverage. Should Mr.
Holburn 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. Holburn in order to maintain health insurance coverage during the COBRA
Payment Period that is substantially equivalent to that which Mr. Holburn
received immediately prior to the Separation Date. Should Mr. Holburn 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. Holburn's new employer. Mr.
Holburn agrees to notify Rogue Wave in writing in the event that Mr. Holburn
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. Holburn
acknowledges and agrees that Mr. Holburn will not receive (nor is Mr. Holburn
entitled to receive) any additional consideration, compensation, payments,
bonuses, commissions, reimbursements, incentive payments, stock, equity
interests, stock options, or benefits of any kind.  Mr. Holburn further
acknowledges and agrees that on or before the Separation Date, Rogue Wave paid
to Mr. Holburn 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. Holburn pursuant to this Agreement are made to
ensure that the

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separation is amicable, that in making any such payment or release, Rogue Wave
and Mr. Holburn in no way admit any liability to each other and that they
expressly deny any such liability.

     5.   Nondisparagement.  Mr. Holburn 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 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. Holburn 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. Holburn'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. Holburn and Rogue Wave
acknowledge that confidentiality and nondisclosure are material considerations
for the parties entering into this Agreement. Mr. Holburn 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. Holburn 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.
Holburn 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. Holburn acknowledges and agrees that
Rogue Wave will not reimburse him for any expenses he incurred after the
Separation Date. Mr. Holburn 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.

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     9.   References.  To coordinate Rogue Wave's response to any inquiries from
prospective employers seeking employment references concerning Mr. Holburn,
Mr. Holburn 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. Holburn's period of 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. Holburn acknowledges that
while he was employed with Rogue Wave in Colorado, he worked in various
capacities, including Chief Financial Officer, and was a member of executive and
management personnel at Rogue Wave. Mr. Holburn 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. Holburn 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. Holburn'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. Holburn as of the
Separation Date shall not constitute a violation of this paragraph. Mr. Holburn
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. Holburn imposed by any other provision herein, any other
agreement, law or other source.

          (b)  Non-Solicitation Covenant.  Mr. Holburn 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. Holburn
agrees that he will not, individually or with others, 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)

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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. Holburn 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. Holburn 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. Holburn imposed by any
other provision herein, any other agreement, law or other source.

          (c)  Extension of Time.  In the event that Mr. Holburn 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. Holburn'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. Holburn agrees and acknowledges that the time
limitation and the geographic scope on the restrictions in this paragraph 10 and
its subparts are reasonable. Mr. Holburn 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

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Wave to be protected under this paragraph 10 of this Agreement, Mr. Holburn
understands and agrees that Rogue Wave could not be reasonably or adequately
compensated in damages in an action at law for Mr. Holburn's breach of his
obligations hereunder. Accordingly, Mr. Holburn 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 10 of this Agreement and that such relief may be granted without the
necessity of proving actual damages, and without bond. Mr. Holburn 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. Holburn agrees and
acknowledges that he continues to be bound by the terms of the Employee
Proprietary Information and Inventions Agreement between Mr. Holburn and Rogue
Wave, executed by Mr. Holburn on October 17, 1994, 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.
Holburn imposed by any other agreement, law or other source.

     12.  Release of Claims by Mr. Holburn.  For the consideration set forth in
this Agreement and the mutual covenants of Rogue Wave and Mr. Holburn, Mr.
Holburn 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. Holburn'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

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good faith and fair dealing. Mr. Holburn 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.

     13.  ADEA Waiver and Release by Mr. Holburn.  Mr. Holburn acknowledges that
Mr. Holburn is knowingly and voluntarily waiving and releasing any rights Mr.
Holburn may have under the federal Age Discrimination in Employment Act of 1967,
as amended ("ADEA Waiver and Release"). Mr. Holburn 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. Holburn was already
entitled. The parties agree and acknowledge that Mr. Holburn 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.
Holburn signs this Agreement; (b) Mr. Holburn has the right to and is advised to
consult with an attorney prior to executing this Agreement; (c) Mr. Holburn has
forty-five days within which to consider this ADEA Waiver and Release (although
Mr. Holburn may choose to voluntarily execute this ADEA Waiver and Release
earlier); and (d) Mr. Holburn has seven days following the execution of this
Agreement to revoke Mr. Holburn'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. Holburn of
the ADEA Waiver and Release is not effective to revoke Mr. Holburn's waiver or
release of any other claims pursuant to this Agreement. The parties further
agree that revocation by Mr. Holburn of the ADEA Waiver and Release shall
entitle Rogue Wave to recover any and all payments made by Rogue Wave in
consideration for Mr. Holburn 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.  Disclosure under ADEA, 29 U.S.C. (S) 626(f)(1)(H). Pursuant to (S)
626(f)(1)(H), Rogue Wave provides disclosures concerning the availability of
this severance package in Exhibit B attached hereto.

     15.  Tax Consequences.  Mr. Holburn 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. Holburn pursuant to this
Agreement. Mr. Holburn 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.

     16.  Cooperation.  Mr. Holburn 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.

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     17.  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 21 below, and that it shall not be construed to vest in any
other the status of third-party beneficiary.

     18.  Voluntary and Knowingly.  Mr. Holburn 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. Holburn
further acknowledges that he has reviewed this Agreement in its entirety,
understands it, and voluntarily executes it.

     19.  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.

     20.  Entire Agreement.  Except for those agreements expressly referenced
herein, this Agreement, including Exhibit A and Exhibit B hereto, constitutes
the complete, final and exclusive embodiment of the entire agreement between Mr.
Holburn 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. Holburn and a duly authorized officer of Rogue Wave.

     21.  Successors and Assigns.  This Agreement, including Exhibit A and
Exhibit B 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.

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

     23.  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. Holburn 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.
Holburn subject to the personal jurisdiction and venue of the federal courts
located in the State of Colorado, and the state courts located in the County of
Boulder, Colorado. Mr. Holburn 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

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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 County of Boulder, Colorado.

     24.  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.

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

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

     27.  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.

     28.  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.

     29.  Expiration.  Unless otherwise agreed to by Rogue Wave in writing
signed by an authorized Rogue Wave representative, this agreement must be
executed by Mr. Holburn and delivered to Rogue Wave no later than January 3,
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:

Robert Holburn, an individual           Rogue Wave Software, Inc.,
                                        a corporation

/s/ Robert Holburn
------------------------------          By: /s/ Mary E. Kreidler
Robert Holburn                              ---------------------------------

                                        Its: Director, Human Resources
                                             --------------------------------
Date: January 4, 2000                   Date: January 3, 2000


Exhibit A: Employee Proprietary Information and Inventions Agreement
Exhibit B: Disclosure Under Title 29 U.S. Code Section 626(f)(1)(H)

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