ORACLE

                       BUSINESS ALLIANCE PROGRAM AGREEMENT

This Business  Alliance  Program  Agreement (the  "Agreement") is between Oracle
Corporation with its principal place of business at 500 Oracle Parkway,  Redwood
City,  California 94065 ("Oracle") and FileNet Corporation (legal name) with its
principal place of business at 3565 Harbor Boulevard,  Costa Mesa, CA 92626 (the
"Alliance  Member").  The terms of this  Agreement  shall apply to each  Program
license  granted and to all services  provided by Oracle  under this  Agreement.
When  completed and executed by both parties,  an Order Form shall  evidence the
Program licenses granted and the services that are to be provided.

1.       DEFINITIONS
1.1      "Commencement  Date"  shall  mean the date on which  the  Programs  are
         delivered by Oracle, or if no delivery is necessary, the Effective Date
         set forth on the relevant Order Form.
1.2      "Designated  System"  shall mean the computer  hardware  and  operating
         system  designated on the relevant Order Form or Sublicense  report for
         use in conjunction with a Sublicensed Program,  Development License, or
         Marketing Support License.
1.3      "Order  Form"  shall mean the  document by  which the  Alliance  Member
         orders  Program  licenses,  Sublicenses,  and  services,  and  which is
         agreed to by  the parties. The Order Form shall reference the Effective
         Date of this Agreement.
1.4      "Price List" shall mean Oracle's standard  commercial fee schedule that
         is in effect  when a  Program  license,  Sublicense,  or  services  are
         ordered by the Alliance Member.
1.5      "Program" shall mean the computer software in object code form owned or
         distributed  by  Oracle  for  which the  Alliance  Member is  granted a
         license or grants a  Sublicense  pursuant to this  Agreement;  the user
         guides  and  manuals  for use of the  software  ("Documentation");  and
         Updates.   "Limited  Production  Program"  shall  mean  a  Program  not
         specified  on  the  Price  List  or  which  is  designated  as  Limited
         Production by Oracle.
1.6      "Sublicense   Addenda"   shall  mean  the  addenda  to  this  Agreement
         specifying  additional  Sublicense  terms and Sublicense rates and fees
         for the  various  types of  Sublicenses  which  may be  granted  by the
         Alliance Member.
1.7      "Sublicense" shall mean a nonexclusive,  nontransferable  right granted
         by or through the Alliance  Member to an end user to use an object code
         copy of the Programs with the Value-Added  Package under authority of a
         Sublicense  Addendum.  'Sublicensee"  shall  mean a third  party who is
         granted a Sublicense of the Programs with the  Value-Added  Package for
         such party's own internal data processing purposes and not for purposes
         of any further distribution.
1.8      "Supported  Program  License"  shall  mean a  Development  License  or
         Marketing  Support  License for which the Alliance  Member has ordered
         Technical  Support for the relevant time period.  "Technical  Support"
         shall mean Program support provided under Oracle's  policies in effect
         on the date Technical Support is ordered.
1.9      "Update"  shall   mean a  subsequent  release  of a  Program  which  is
         generally  made  available  for Supported  Program  Licenses  at no add
         additional charge, other  than media and handling charges. Update shall
         not  include  any  release,  option or  future  product  which  Oracle
         licenses separately.
1.10     "User,"  unless  otherwise  specified  in the Order Form or  Sublicense
         report for a user type  specified  in the Price List in effect when the
         Program is Sublicensed,  shall mean a specific  individual  employed by
         the  Alliance  Member  or  Sublicensee  (as  the  case  may  be) who is
         authorized by such party to use the Programs, regardless of whether the
         individual is actively using the Programs at any given time.
1.11     "Value-Added  Package" shall mean the hardware or software  products or
         services having added value which are developed,  sold, and/or licensed
         with the Programs to a Sublicensee by the Alliance Member.  as provided
         under the applicable Sublicense Addenda.
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2.       LICENSES GRANTED
2.1      Development Licenses and Trial Licenses
          A. Oracle grants to the Alliance Member a nonexclusive  license to use
          the  Development  Licenses  the  Alliance  Member  obtains  under this
          Agreement and applicable Sublicense Addenda, as follows:
          1. to develop or prototype the Value-Added  Package on the  Designated
          System or on a backup system if the Designated  System is inoperative,
          up to any applicable  maximum number of designated Users or other such
          limitation as may be applicable;
          2. to demonstrate the  Programs to  potential  Sublicensees  solely in
          conjunction with the Value-Added  Package;
          3. to provide training and  technical  support  to  employees  and  to
          customers solely in conjunction with the Value-Added Package;
          4. to  use the  Documentation provided with the Programs In support of
          the Alliance Member's authorized use of the Programs: and
          5. to copy the  Programs  for  archival or  backup  purposes; no other
          copies shall be made  without  Oracle's  prior  written  consent.  All
          titles, trademarks, and copyright and restricted rights  notices shall
          be reproduced in such  copies.  All archival and backup  copies of the
          Programs are subject to the terms of this Agreement.
          B. The Alliance Member may  order  temporary  trial  licenses  ('Trial
          Licenses") for its evaluation  purposes only, and not for  development
          or prototype. purposes, for use during a period specified in the Order
          Form. Each Order Form for Trial Licenses shall clearly state the trial
          period  and  shall  identify  that the  order  is for a  single  Trial
          License.
2.2      Marketing Support Licenses
             Oracle grants to the Alliance Member a nonexclusive  license to use
         the Marketing  Support  Licenses the Alliance Member obtains under this
         Agreement  and  applicable   Sublicense  Addenda,  as  follows:

          A. to demonstrate the Programs  to  potential  Sublicensees  solely in
          conjunction  with  the  Value-  Added  Package,  up to any  applicable
          maximum number of designated  Users or other such limitation as may be
          applicable;
          B. to develop customized prototypes of the Value-  Added  Package  for
          prospective  Sublicensees  on the  Designated  System if the  Alliance
          Member does not receive any fees  related to the  development  of such
          customized prototypes;
          C. to use the Documentation provided with the Programs in  support  of
          the Alliance Members authorized use of the Programs; and
          D. to copy the  Programs for  archival or  backup  purposes;  no other
          copies shall be made without  Oracle's  prior  written  consent.   All
          titles, trademarks, and copyright and restricted rights notices  shall
          be reproduced in such copies. All  archival  and backup  copies of the
          Programs are subject to the terms of this Agreement.

2.3      Sublicensing
         A.  License to Sublicense Programs
             As further set forth in the applicable  Sublicense Addenda,  Oracle
         hereby  grants  the  Alliance  Member a  nonexclusive,  nontransferable
         license to market and grant Sublicenses as set forth in such Sublicense
         Addenda and at the rates and fees set forth in such Sublicense Addenda.
         The Alliance  Member shall only have the right to  Sublicense  Programs
         pursuant  to an  effective  Sublicense  Addendum  between  the  parties
         hereto.
             The  Alliance Member shall Sublicense the Programs solely through a
          written Sublicense  agreement as provided under Section  2.3.B.   Upon
          Oracle's request, the Alliance Member shall provide Oracle with a copy
          of the Alliance Member's standard Sublicense agreement.
         B.  Sublicense Agreement
             Every Sublicense agreement shall include, at a minimum, contractual
         provisions  which:

          1. Restrict use of the  Programs  to  object  code,   subject  to  the
          restrictions  provided  under the  applicable  Sublicense  Addenda and
          consistent with the Sublicense fees payable to Oracle;

          2. Prohibit (a) transfer of the Programs except for temporary transfer
          in the event of computer malfunction; (b) assignment,  timesharing and
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          rental of the Programs;  and (c) title to the Programs from passing to
          the Sublicensee or any other party:

          3. Prohibit the reverse engineering, disassembly or  decompilation  of
          the Programs  and  prohibit  duplication of the Programs  except for a
          single backup or archival copy;

          4. Disclaim, to the  extent  permitted  by  applicable  law,  Oracle's
          liability for any damages,  whether  direct,  indirect,  incidental or
          consequential, arising from the use of the Programs;

          5. Require the Sublicensee at the termination  of the  Sublicense,  to
          discontinue  use and  destroy  or return to the  Alliance  Member  all
          copies of the Programs and Documentation;

          6. Prohibit publication of any results of  benchmark  tests run on the
          Programs;

          7. Require the Sublicensee to comply fully  with  all  relevant export
          laws and  regulations of the United States to assure that neither  the
          Programs,  nor any direct product thereof,  are exported,  directly or
          indirectly, in violation of United States law; and

          8. Specify Oracle as a  third  party  beneficiary  of  the  Sublicense
          agreement to the extent permitted by applicable law.

         C. Marketing/Sublicensing Practices
             In marketing and  Sublicensing  the Programs,  the Alliance  Member
          shall:
 
          1. Not engage in any  deceptive,  misleading,  illegal,  or  unethical
          practices that may be detrimental to Oracle or to the Programs;

          2. Not make any  representations,   warranties,   or   guarantees   to
          Sublicensees  concerning the Programs that are inconsistent with or in
          addition to those made in this Agreement or by Oracle; and

          3. Comply with all applicable federal,  state,.  and:  local  laws and
          regulations in performing its duties with respect to the Programs.

2.4      Acceptance of Programs
              For each  Program  license  for  which  delivery  from  Oracle  is
         required under this Agreement,  the Alliance Member shall have a 15 day
         Acceptance  Period,  beginning on the  Commencement  Date,  in which to
         evaluate the Program. During the Acceptance Period, the Alliance Member
         may cancel the license by giving written notice to Oracle and returning
         the  Program  in  accordance  with  Section  6.6  below.   Unless  such
         cancellation  notice is given,  the license will be deemed to have been
         accepted by the Alliance Member at the end of the Acceptance Period.
2.5      Limitations on Use
             The  Alliance  Member  shall  not  use or  duplicate  the  Programs
         (including the  Documentation)  for any purpose other than as specified
         in this. Agreement or make the Programs available to unauthorized third
         parties.  The  Alliance  Member  shall not (a) use the Programs for its
         internal data  processing or for  processing  customer  data; (b) rent,
         electronically  distribute,  or  timeshare  the  Programs or market the
         Programs  by  interactive  cable  or  remote  processing   services  or
         otherwise  distribute  the  Programs  other than as  specified  in this
         Agreement;   or  .(c)   cause  or  permit  the   reverse   engineering,
         disassembly, or decompilation of the Programs.
2.6      Title
              Oracle shall retain all title,  copyright,  and other  proprietary
         rights in the Programs and any  modifications or translations  thereof.
         The Alliance  Member and its  Sublicensees do not acquire any rights in
         the Programs other than those specified in this Agreement.
2.7      Transfer of Programs
              The  Alliance  Member  may  transfer  a  Development   License  or
         Marketing  Support  License  within  its  organization  upon  notice to
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         Oracle;  transfers  are  subject  to the  terms and fees  specified  in
         Oracle's transfer policy in effect at the time of the transfer.
2.8      Use of Programs by Agents
              The  Alliance  Member  and each  Sublicensee  (as the case may be)
         shall have the right to allow each such  party's own third party agents
         to use each such party's  licensed  Programs as licensed or Sublicensed
         under this Agreement so long as the  applicable  party ensures that its
         agents use the Programs in accordance  with the terms of this Agreement
         or the applicable Sublicense agreement.
2.9      Pre-Production Programs
              As an accommodation to the Alliance Member,  Oracle may supply the
         Alliance Member with pre production  releases of Programs (which may be
         labeled  "Alpha"  or  "Beta").  These  products  are not  suitable  for
         production use.
3.       TECHNICAL SERVICES
3.1      Technical Support Services
              Oracle shall provide  Technical  Support  services  ordered by the
         Alliance Member under Oracle's  Technical Support policies in effect on
         the date  Technical  Support is ordered,  subject to the payment by the
         Alliance  Member  of  the  applicable  fees.  Reinstatement  of  lapsed
         Technical  Support  services is subject to Oracle's  Technical  Support
         reinstatement   fees  in  effect  on  the  date  Technical  Support  is
         reordered.  The Alliance Member may obtain  Technical  Support services
         for Limited Production Programs and pre-production releases of Programs
         on a time and materials basis.
3.2      Training Services
              Oracle will  provide  training  services  agreed to by the parties
         under the terms of this Agreement.  For any on-site services  requested
         by the Alliance Member,  the Alliance Member shall reimburse Oracle for
         actual, reasonable travel and out-of-pocket expenses incurred.
4.       FEES AND PAYMENTS
4.1      License Fees and Sublicense Fees
              The Alliance  Member may order  Development  Licenses or Marketing
         Support  Licenses at the standard Program license fees set forth in the
         Price List or at the fees otherwise provided in a Sublicense  Addendum.
         For each Sublicense granted by the Alliance Member, the Alliance Member
         agrees to pay Oracle a  Sublicense  fee as set forth in the  applicable
         Sublicense  Addenda.  The Alliance  Member shall not be relieved of its
         obligation to pay  Sublicense  fees owed to Oracle by the nonpayment of
         such fees by the Sublicensee.
              The  Alliance  Member is free to  determine  unilaterally  its own
         license  fees  to  its  Sublicensees.  If  the  Alliance  Member  or  a
         Sublicensee  upgrades the Programs to a larger computer,  transfers the
         Programs outside the United States and/or to another  operating system,
         or increases the licensed number of Users, the Alliance Member will pay
         additional  Sublicense  fees  to  Oracle  as  provided  under  Oracle's
         transfer  policies  and  rates in  effect  at the time the  Program  is
         upgraded or transferred.
4.2      Technical Support Fees
              Technical  Support  services  ordered by the  Alliance  Member for
         Development  Licenses and Marketing  Support  Licenses will be provided
         under Oracle's  Technical  Support  policies and rates in effect on the
         date Technical Support is ordered.
4.3      General Payment Terms
              Except as otherwise  provided in a Sublicense  Addendum,  invoices
         for  payment  of  license  fees  shall  be  payable  30 days  from  the
         Commencement  Date.  Technical  Support fees for  Sublicenses  shall be
         payable as specified in the applicable  Sublicense Addendum.  Technical
         Support fees for Development  Licenses and Marketing  Support Licenses.
         shall be payable  annually in advance,  net 30 days..  from the renewal
         date;  such fees will be those in effect at the beginning of the period
         for which the fees are paid.  Fees due by the Alliance Member shall not
         be subject to set off for any claims against Oracle.  All payments made
         shall be in United States currency and shall be made without deductions
         based on any taxes or  withholdings,  except  where such  deduction  Is
         based on gross  income.  Any amounts  payable by. the  Alliance  Member
         hereunder  which remain unpaid after the due date shall be subject to a
         late charge equal to 1.5% per month from the due date until such amount
         is paid.  The  Alliance  Member  agrees  to pay  applicable  media  and
         shipping charges.  The Alliance Member shall issue a purchase order, or
         alternative  document  acceptable to Oracle, on or before the Effective
         Date of the applicable Order Form.
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4.4      Taxes
              The fees listed in this Agreement do not include taxes;  if Oracle
         is required to pay sales, use, property, value-added, or other federal,
         state  or  local  taxes  based  on  the  licenses  granted  under  this
         Agreement, or the Sublicenses granted by the Alliance Member, then such
         taxes shall be billed to and paid by the  Alliance  Member.  This shall
         not apply to taxes based on Oracle's income.
5.       RECORDS
5.1      Records Inspection
              The Alliance  Member shall maintain  adequate books and records in
         connection  with  activity  under this  Agreement.  Such records  shall
         include,  without  limitation,   executed  Sublicense  agreements,  the
         information  required in or related to the Sublicense  reports required
         under a Sublicense  Addendum,  the number of copies of Programs used or
         Sublicensed by the Alliance Member, the computers on which the Programs
         are installed,  and the number of Users using the Programs.  Oracle may
         audit the relevant  books and records of the Alliance  Member to ensure
         compliance with the terms of this Agreement upon  reasonable  notice to
         the Alliance  Member.  Any such audit shall be conducted during regular
         business hours at the Alliance  Members offices and shall not interfere
         unreasonably  with the Alliance  Member's  business  activities.  If an
         audit reveals that the Alliance  Member has  underpaid  fees to Oracle,
         the Alliance  Member shall be invoiced for such underpaid fees based on
         the Price  List in effect  at the time the  audit is  completed  If the
         underpaid fees exceed five percent (5%) of the applicable  license fees
         or Sublicense  fees paid,  then the Alliance  Member shall pay Oracle's
         reasonable costs of conducting the audit.  Audits shall be made no more
         than once annually.
5.2      Notice of Claim
              The  Alliance  Member  will  notify  the Oracle  legal  department
         promptly  in writing  of:  (a) any claim or  proceeding  involving  the
         Programs that comes to its  attention;  and (b) any material  change in
         the management or control of the Alliance Member.
6.       TERM AND TERMINATION
6.1      Term
              This  Agreement  shall become  effective on the Effective Date and
         shall be valid until the  expiration or  termination  of all Sublicense
         Addenda  hereunder,  unless terminated  earlier as set forth herein. If
         not otherwise specified on the Order Form, each Program license granted
         under this Agreement shall remain in effect perpetually under the terms
         of this Agreement unless the license or this Agreement is terminated as
         provided in this Article S below. The term of each Sublicense  Addendum
         hereunder shall be as set forth in each such Addendum.
6.2      Termination by the Alliance Member
              The  Alliance  Member  may  terminate  any  Program  license,  any
         Sublicense Addenda, or this Agreement at any time; however, termination
         shall  not  relieve  the  Alliance  Members  obligations  specified  in
         Sections 6.5 and 6.6.
6.3      Termination by Oracle
              Oracle may terminate any Program license,  any Sublicense Addenda,
         or this Agreement upon written notice if the Alliance  Member  breaches
         this Agreement and fails to correct the breach within 30 days following
         written notice specifying the breach.
6.4      Force Majeure
              Neither party shall be liable to the other for failure or delay in
         the  performance  of a required  obligation if such failure or delay is
         caused by strike, riot, fire, flood, natural disaster, or other similar
         cause  beyond  such  party's  control,  provided  that such party gives
         prompt written notice of such condition and resumes its  performance as
         soon as  possible,  and  provided  further  that the  other  party  may
         terminate this  Agreement if such  condition  continues for a period of
         one hundred eighty (180) days.
6.5      Effect of Termination
              Upon  expiration or termination  of a Sublicense  Addendum or this
         Agreement,  all the Alliance  Member's  rights to market and Sublicense
         the Programs as set forth in such Sublicense Addendum or this Agreement
         shall cease.
              The termination of this Agreement,  a Sublicense Addendum,  or any
         license shall not limit either party from  pursuing any other  remedies
         available  to  it,  including   injunctive   relief,   nor  shall  such
         termination  relieve the Alliance  Members  obligation  to pay all fees
         that have accrued or that the Alliance Member has agreed to pay under a
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         Sublicense  Addendum or any Order Form, other similar ordering document
         under  this  Agreement,  or that  appear in a  Sublicense  report.  The
         parties'  rights and  obligations  under  Sections  2.5,  2.6,  2,7 and
         Articles 4, 5, 6~7, and 8 shall survive termination of this Agreement.
6.6       Handling of Programs Upon Termination
              If a license  granted  under this  Agreement  expires or otherwise
         terminates,  the Alliance Member shall:  (a) cease using the applicable
         Programs;  and (b) certify to Oracle within one month after  expiration
         or termination  that the Alliance  Member has destroyed or has returned
         to Oracle the  Programs  and all copies.  This  requirement  applies to
         copies in all forms;  partial and  complete,  in all types of media and
         computer  memory,  and  whether or not  modified  or merged  into other
         materials.  Before  returning  Programs to Oracle,  the Alliance Member
         shall  acquire a Return  Material  Authorization  ("RMA")  number  from
         Oracle.
7.        INDEMNITY, WARRANTIES, REMEDIES
7.1       Infringement Indemnity
              Oracle will defend and  indemnify  the Alliance  Member  against a
         claim that Programs infringe a copyright or patent,  provided that: (a)
         the Alliance  Member  notifies  Oracle in writing within 30 days of the
         claim;  (b) Oracle  has sole  control of the  defense  and all  related
         settlement  negotiations;  and (c) the Alliance  Member provides Oracle
         with the  assistance,  information  and authority  necessary to perform
         Oracle's  obligations  under  this  Section.  Reasonable  out-of-pocket
         expenses  incurred by the Alliance Member in. providing such assistance
         will be reimbursed by Oracle.
              Oracle shall have no liability for any claim of infringement based
         on  use  of a  superseded.  or  altered  release  of  Programs  if  the
         infringement  would have been avoided by the use of a current unaltered
         release of the Programs which Oracle provides to the Alliance Member.
              In the event the  Programs  are held or are  believed by Oracle to
         infringe,  Oracle shall have the option, at Its expense,  to (a) modify
         the Programs to be noninfringing;  (b) obtain for the Alliance Member a
         license to continue  using the  Programs;  or (c) terminate the license
         for the infringing  Programs and refund the license fees paid for those
         Programs,  prorated over a five year term from the  Commencement  Date.
         This  Section 7.1 states  Oracle's  entire  liability  and the Alliance
         Member's exclusive remedy for infringement.
7.2      Warranties and Disclaimers
         A. Program Warranty
              Oracle warrants for a period of  one  year  from the  Commencement
         Date that each unmodified  Program for which the  Alliance Member has a
         Supported Program License will perform the functions described  in  the
         Documentation  provided  by Oracle  when  operated  on the  Designated
         System.
         B. Media Warranty
              Oracle  warrants the tapes, diskettes or other media to be free of
         defects  in materials and workmanship under normal use for 90 days from
         the Commencement Date.
         C. Services Warranty
              Oracle warrants that its  Technical  Support and training services
         will  be  performed   consistent   with  generally   accepted  industry
         standards-  This  warranty shall be valid for 90 days from  performance
         of service.
         D. Disclaimers
              THE  WARRANTIES  ABOVE  ARE  EXCLUSIVE  AND IN LIEU  OF ALL  OTHER
         WARRANTIES,   WHETHER   EXPRESS  OR  IMPLIED,   INCLUDING  THE  IMPLIED
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
              Oracle does not warrant that the Programs will run properly on all
         Hardware,  that the  Programs  will meet  requirements  of the Alliance
         Member or the Sublicensees or operate in the combinations  which may be
         selected for use by the Alliance Member or the  Sublicensees,  that the
         operation of the Programs will be  uninterrupted or error free, or that
         all Program  errors will be  corrected.  Limited  Production  Programs,
         Pre-Production  Releases of  Programs,  and  Computer-  Based  Training
         Products are Distributed "As Is."
              The  Alliance  Member  shall  not make any  warranty  on  Oracle's
         behalf.
7.3      Exclusive Remedies
              For  any breach of the warranties  contained in Section 7.2 above,
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         the  Alliance Member's exclusive remedy, and Oracle's entire liability,
         shall be:
         A. For Programs
              The   correction  of  Program  errors  that  cause  breach  of the
         warranty,  or if  Oracle  is unable  to make the  Program  operate  as
         warranted,  the Alliance  Member shall be entitled to recover the fees
         paid to Oracle for the Program license.
         B. For Media
              The  replacement of defective media returned within 90 days of the
         Commencement Date.
         C. For Services
              The  reperformance  of the  services,  or if  Oracle  is unable to
         perform  the  services  as  warranted,  the  Alliance  Member  shall be
         entitled  to  recover  the fees paid to Oracle  for the  unsatisfactory
         services.
7.4      Indemnification of Oracle
              The Alliance  Member agrees to enforce the terms of its Sublicense
         agreements required by this Agreement and to notify Oracle of any known
         breach of such terms.  The  Alliance  Member will defend and  indemnify
         Oracle  against:
         A. All  claims and  damages  to Oracle  arising  from  any  use  by the
         Alliance  Member or its  Sublicensees  of any product not  provided  by
         Oracle but used in  combination  with the Programs if such claim  would
         have been avoided by the exclusive use of the Programs;
         B. All  claims  and  damages to  Oracle caused by the  Alliance Members
         failure to include the required contractual  terms set forth in Section
         2.3.8 hereof in each Sublicense  agreement;  and
         C. All  claims and damages  to Oracle caused by Sublicensees' breach of
         any of the  applicable  provisions  required  by  Section  2.3  hereof.
7.5      Equitable Relief
             The Alliance Member acknowledges that any breach of its obligations
         with  respect  to  proprietary  rights  of  Oracle  will  cause  Oracle
         irreparable  injury for which there are inadequate  remedies at law and
         that Oracle  shall be entitled to  equitable  relief in addition to all
         other remedies available to it.
8.       GENERAL TEAMS AND CONDITIONS
8.1      Nondisclosure
              Neither party shall,  without first  obtaining the written consent
         of the other party disclose the terms and conditions of this Agreement,
         except as may be  required to  implement  and enforce the terms of this
         Agreement,  or as may be  required  by legal  procedures  or by law. No
         other  information  exchanged  between  the  parties  shall  be  deemed
         confidential  unless  the  parties  otherwise  agree  in  writing.  The
         Alliance  Member shall not  disclose the results of benchmark  tests or
         other  evaluation of the Programs to any third party  without  Oracle's
         prior written approval.
8.2      Copyrights
              The Programs are copyrighted by Oracle.  The Alliance Member shall
         retain  all  Oracle  copyright  notices  on the  Programs  used  by the
         Alliance  Member under its  Development  Licenses or Marketing  Support
         Licenses. The Alliance Member shall include the following on all copies
         of the  Programs in software  Value-Added  Packages  incorporating  the
         Programs distributed by the Alliance Member:
         A. A reproduction of Oracle's copyright notice; or
         B. A copyright notice indicating that the  copyright is  vested  in the
         Alliance Member containing the following
         1. A "c" in a circle and the word "copyright";
         2. The Alliance Member's name;
         3. The date of copyright; and
         4. The words "All Rights Reserved."
              Such  notices  shall be placed on the  Documentation,  the sign-on
         screen   for  any  software   Value-Added  Package   incorporating  the
         Programs,  and  the   diskette  or  tape  labels.  Notwithstanding  any
         copyright notice  by the Alliance Member to the contrary, the copyright
         to the Program  included in any such  application  package shall remain
         in Oracle.  Other than as  specified  above,  on any  reproduction  or
         translation  of any Programs,  Documentation,  or promotional material,
         the  Alliance  Member agrees to reproduce  Oracle's  copyright  notices
         intact.
8.3      Trademarks
              "Oracle" and any other  trademarks  and service  marks  adopted by
<PAGE>
         Oracle to identify the Programs and other Oracle  products and services
         belong to Oracle; the Alliance Member will have no rights in such marks
         except as  expressly  set forth herein and as specified in writing from
         time to time. The Alliance Member's use of Oracle's trademarks shall be
         under  Oracle's  trademark  policies  and  procedures  in  effect  from
         time-to-time.  The  Alliance  Member  agrees  not to use the  trademark
         "ORACLE," or any mark  beginning  with the tellers  "Ora," or any other
         mark  likely to cause  confusion  with the  trademark  "ORACLE"  as any
         portion of the Alliance Member's tradename,  trademark for the Alliance
         Members Value-Added Package, or trademark for any other products of the
         Alliance  Member.  The Alliance  Member shall have the right to use the
         trademark  "ORACLE"  and  other  Oracle  trademarks  solely to refer to
         Oracle's Programs, products and services.
              The  Alliance  Member  agrees  with  respect  to  each  registered
         trademark of Oracle,  to include in each  advertisement,  brochure,  or
         other such use of the  trademark,  the trademark  symbol 'circle R" and
         the following statement:
              __ is  a registered trademark of Oracle Corporation, Redwood City,
              California
              Unless  otherwise  notified  in writing by  Oracle,  the  Alliance
         Member  agrees,  with respect to every other  trademark  of Oracle,  to
         include  in each  advertisement,  brochure,  or  other  such use of the
         trademark, the symbol "TM' and the following statement:
              __ is  a  trademark of  Oracle Corporation,Redwood City,California
              The Alliance  Member  shall not market the Oracle  Programs in any
         way which implies that the Oracle Programs are the proprietary  product
         of the Alliance Member or of any party other than Oracle.  Oracle shall
         not have any  liability to the  Alliance  Member for any claims made by
         third  parties  relating  to the  Alliance  Member's  use  of  Oracle's
         trademarks.
8.4      Relationships between Parties
              In all matters  relating to this  Agreement,  the Alliance  Member
         will act as an independent contractor.  The relationship between Oracle
         and the Alliance  Member is that of  licensor/licensee.  Neither  party
         will  represent  that it has any  authority  to assume  or  create  any
         obligation,  express or implied,  on behalf of the other party,  nor to
         represent  the other party as agent,  employee,  franchisee,  or in any
         other  capacity.  Nothing in this Agreement shall be construed to limit
         either party's right to  independently  develop or distribute  software
         which is functionally  similar to the other party's product, so long as
         proprietary  information  of the other  party is not  included  in such
         software.
8.5      Assignment
              The  Alliance  Member may not  assign or  otherwise  transfer  any
         rights under this Agreement without Oracle's prior written consent.
8.6      Notice
              All notices,  including notices of address change,  required to be
         sent  hereunder  shall be in  writing  and shall be deemed to have been
         given when.  deposited in first class mail to the first address  listed
         in the relevant Order Form (if to the Alliance Member) or to the Oracle
         address on the Order Form (if to Oracle).
              To expedite  order  processing,  the Alliance  Member  agrees that
         Oracle may treat  documents  faxed by the Alliance  Member to Oracle as
         original documents: nevertheless, either party may require the other to
         exchange original signed documents.
8.7      Governing Law/Jurisdiction
              This Agreement,  and all manors arising out of or relating to this
         Agreement,  shall be governed by the substantive and procedural laws of
         the State of  California  and shall be deemed to be executed in Redwood
         City, California. The parties agree that any legal action or proceeding
         relating to this Agreement  shall be instituted in any state or federal
         court in. San Francisco or San Mateo County, California. Oracle and the
         Alliance Member agree to submit to the  jurisdiction of, and agree that
         venue  is  proper  in,  these  courts  in  any  such  legal  action  or
         proceeding.
8.8      Severability
              In the event any provision of this Agreement is held to be invalid
         or  unenforceable,  the  remaining  provisions of this  Agreement  will
         remain in full force and effect.
8.9      Export
              The  Alliance  Member  agrees to comply  fully  with all  relevant
<PAGE>
         export laws and  regulations  of the United  States  ("Export  Law') to
         assure that neither the Programs,  nor any direct product thereof,  are
         (a) exported,  directly or indirectly,  in violation of Export Laws: or
         (b) are intended to be used for any purposes  prohibited  by the Export
         Laws, including,  without limitation,  nuclear, chemical, or biological
         weapons proliferation.
8.10     Limitation of Liability
              In no  event  shall  either  party  be  liable  for any  indirect,
          incidental,  special or consequential  damages, or damages for loss of
          profits,  revenue,  data or use, Incurred by either party or any third
          party,  whether in an action in  contract  or tort,  even if the other
          party or any other person has been advised of the  possibility of such
          damages.  Oracle's  liability for damages  hereunder shall in no event
          exceed  the  amount of fees paid by the  Alliance  Member  under  this
          Agreement,  and If such damages result from the Alliance  Member's use
          of the Program or services,  such  liability  shall be limited to fees
          paid  for  the  relevant  Program  or  services  giving  rise  to  the
          liability,  prorated over a five-year term from the Commencement  Pate
          of the applicable license or the date of performance of the applicable
          services.
              The provisions of this Agreement allocate the risks between Oracle
          and the Alliance Member.  Oracle's pricing reflects this allocation of
          risk and the limitation of liability specified herein.
8.11      Federal Government Sublicenses
              If the Alliance  Member  grants a Sublicense  to the United States
          government, the Programs shall be provided with "Restricted Rights"and
          the  Alliance Member will place a legend,  in  addition to  applicable
          copyright notices, on the  documentation,  and on the tape or diskette
          label, substantially similar to the following:
                            RESTRICTED RIGHTS LEGEND
          "Use,  duplication  or  disclosure  by the  Government  is  subject to
          restrictions as set forth in subparagraph (c)(1)(ii) of the Department
          of Defense Regulations  Supplement ("DFARS")  252.227-7013,  Rights in
          Technical  Data and  Computer  Software  (October  1988)  and  Federal
          Acquisition  Regulation  ("FAR")  52.227-14,  Rights in  Data-General,
          including   Alternate   III  (June  1987),   as   applicable.   Oracle
          Corporation, 500 Oracle Parkway, Redwood City, OA 94065."
8.12     Waiver
              The  waiver  by  either  party of any  default  or  breach of this
         Agreement  shall not  constitute  a waiver  of any other or  subsequent
         default or breach.  Except for  actions  for  non-payment  or breach of
         Oracle's proprietary rights in the Programs,  no action,  regardless of
         form, arising out of this Agreement may be brought by either party more
         than one year after the cause of action has accrued.
8.13     Entire Agreement
              This  Agreement  constitutes  the complete  agreement  between the
         parties  and  supersedes  all prior or  contemporaneous  agreements  or
         representations, written or oral, concerning the subject matter of this
         Agreement.  This:  Agreement may not be modified or amended except in a
         writing signed by a duly  authorized  representative  of each party; no
         other act, document, usage or custom shall be deemed to amend or modify
         this  Agreement.  This  Agreement  may be  executed  in any  number  of
         counterparts,  each of  which  shall be an  original.  and all of which
         shall constitute together but one and the same document.
              It is expressly  agreed that the terms of this  Agreement  and any
         Order Form shall  supersede the terms in any Alliance  Member  purchase
         order or other ordering  document.  This Agreement shall also supersede
         the  terms  of  any  shrinkwrap  or  break-the-seal  license  agreement
         included in any package for  Oracle-furnished  software,  except  terms
         contained in such license  agreement that grant specific use rights for
         the Programs.
<PAGE>
The Effective Date of this Agreement shall be July 1, 1996

Executed by FiIeNet Corporation:         Executed by Oracle Corporation:

Authorized Signature:/s/W. J. Kreidler   Authorized Signature:/s/Lloyd Alexander

Name: W. J. Kreidler                     Name: Lloyd Alexander

Title: V P. Operations                   Title: Manager - Western Region
                                                          Channels Sales Support

Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065
(415) 508-7000
Oracle is a registered trademark of Oracle Corporation.
1-95


<PAGE>

                                  AMENDMENT ONE
                                     to the
                       BUSINESS ALLIANCE PROGRAM AGREEMENT
                                     between
                               FILENET CORPORATION
                                       and
                               ORACLE CORPORATION

This  document  ("Amendment  One")  shall serve to amend the  Business  Alliance
Program Agreement between FileNet Corporation (the "Alliance Member") and Oracle
Corporation ("Oracle") dated July 1, 1996 (the "Agreement").

The Agreement is hereby amended as follows:

1.       Replace Section 1.10 with the following:

         "1.10  "User,"  unless  otherwise   specified  in  the  Order  Form  or
         Sublicense report for a user type specified in the Price List in effect
         when the Program is Sublicensed,  shall mean a specific  individual (i)
         who is employed by the Alliance  Member or Sublicensee (as the case may
         be) and authorized by such party to use the Programs,  or (ii) who is a
         third  party  agent  acting  on  behalf  of  the  Alliance   Member  or
         Sublicensee  (as the case may be) and  authorized  by such party to use
         the Programs, regardless of whether the individual in (i) or (ii) above
         is actively  using the  Programs at any given time.  In  addition,  the
         Alliance  Member  shall have the right to allow third  parties  ("Third
         Party Users") to use the Programs solely in furtherance of the Alliance
         Member's or a  Sublicensee's  business  interests,  for the purposes of
         facilitating  such  Third  Party  Users'  usage  of and  access  to the
         Alliance Member's Application Program. The Third Party Users shall only
         be licensed to use the  Programs  running  with the  Alliance  Member's
         Application  Program.  The Alliance Member's  Application  Program used
         with the  Programs  shall not allow such Third  Party  Users to use the
         Programs outside of the functionality of such Application  Program. All
         use of the  Programs  by Third  Party  Users  shall be  subject  to the
         applicable User limitations for the applicable  Programs.  The Alliance
         Member shall ensure that the Users and Third Party Users  authorized by
         this  Section  use the  Programs in  accordance  with the terms of this
         Agreement.  The Alliance Member shall indemnify  Oracle for any claims,
         damages, costs, expenses or losses arising from the use of the Programs
         by any such User or Third Party User.

2.       Add the following to the end of Section 1.11:

         "For the purposes of this  Agreement,  "Application  Program(s)"  shall
         mean  the  Alliance  Member's  value-added   application  software,  as
         described  in  the  Application   Package  Attachment  to  the  Runtime
         Sublicense Addendum, with which the Runtime Programs are to be coupled.
         "Application  Package(s)"  shall mean the Runtime Programs coupled with
         the  Application  Programs.   For  purposes  of  this  Agreement,   the
         Application   Program  shall  be  regarded  as  the  Alliance  Member's
         Value-Added Package."

3.       In line 3 of Section l.7, replace "end user" with "Sublicensee".
<PAGE>
4.       In line 6 of Section 1.7, insert the following after "third party":

         "or  Alliance  Member  internal  User, as  further  set  forth  in  the

         applicable Sublicense Addenda,"

5.       In Section 2.3.B.2, insert the  following  at  the  beginning  of  such
         Section:

         "Except as other wise set forth herein,"

6.       In Section 2.3.B.6, insert the following after "Programs":

         "Publication" shall mean any release of the benchmark  information into
 
         the public domain."

7.       Delete Section 2.3.B.8 in its entirety.

8.       Replace the second sentence of Section 2.5 with the following:

         "The  Alliance  Member  shall not (a) use the Programs for its internal
         data   processing  or  for   processing   customer   data;   (b)  rent,
         electronically  distribute  the  Programs  or market  the  Programs  by
         interactive cable or remote processing services or otherwise distribute
         the  Programs  other than as specified  in this  Agreement,  except the
         Alliance  Member  shall  have the  right to  electronically  distribute
         Updates  of  the   Programs;   or  (c)  cause  or  permit  the  reverse
         engineering,   disassembly,  or  decompilation  of  the  Programs.  The
         Alliance  Member may timeshare  the Programs  only upon Oracle's  prior
         written consent,  which consent shall not be unreasonably withheld, and
         upon the  negotiation  of  appropriate  business  terms by the parties.
         Oracle and the  Alliance  Member  agree to  negotiate in good faith any
         such  agreement on the terms of any  timesharing  arrangement.  For the
         purposes of this Section,  "timesharing" shall not be deemed to include
         the activities of the Alliance Member or any Sublicensee  under Section
         1.10."

9.       In line 3 of Section 4.3, replace "30 days" with "45 days".

10.      Delete the sixth sentence of 4.3.

11.      In Section 5.2, delete clause (b) and replace it with the following:

         "(b) any  consolidation,  merger  or sale of  substantially  all of the
         assets of the Alliance Member or any  dissolution or other  fundamental
         change in business identity with respect to the Alliance Member"

12.      In Section 6.3, insert the following after "any Program license":

         "granted to the Alliance Member by Oracle"

13.      In Section 6.3, replace "30 days" with "60 days"

14.      In Section 6.5, delete the first  paragraph  and  replace it  with  the
         following:

         "Upon  expiration  or  termination  of a  Sublicense  Addendum  or this
         Agreement, all the Alliance Member's rights to market,  Sublicense, and
         use the  Programs  as set  forth in such  Sublicense  Addendum  or this
         Agreement shall cease; provided, however, that, notwithstanding Section
         6.6 clause (a) below, unless the termination is for material default by
<PAGE>
         the Alliance Member, the Alliance Member may continue using the release
         of the Development Licenses then in the Alliance Member's possession on
         the Designated  System's for which  Development  Licenses were granted,
         solely for the purpose of continuing  technical support for Sublicenses
         granted  prior  to  termination,  provided  that  the  Alliance  Member
         continuously  maintains Technical Support services for such Development
         Licenses.  Such  continued use of the Programs  shall be subject to all
         the  provisions  of  this  Agreement  and  any  applicable   Sublicense
         Addendum.  Each Sublicense of the Alliance Member effective at the time
         of  expiration  or  termination  of this  Agreement  shall survive such
         expiration or  termination  and shall continue in full force and effect
         until  each such  Sublicense  expires  or  terminates  pursuant  to the
         Sublicense  agreement relating to such Sublicense;  provided,  however,
         that the Alliance Member shall immediately  terminate a Sublicense upon
         the failure of the Sublicensee to cure a breach of or default under the
         Sublicense  agreement within thirty (30) days after notification to the
         Sublicensee  by the  Alliance  Member or  Oracle  of the  Sublicensee's
         failure to comply with its duties and obligations  under the applicable
         Sublicense agreement."

15.      In clause (c) of Section 7.1, insert the following before "assistance":

         "reasonable"

16.      The  first  sentence  of  the third  paragraph  of  Section  7.1 of the
         Agreement shall be deleted and replaced with the following:

         "In the  event  the  Programs  are held or are  believed  by  Oracle to
         infringe,  Oracle shall have the option, at its expense, to: (a) modify
         the Programs to be noninfringing; or (b) obtain for the Alliance Member
         a license to continue using the Programs.  If Oracle determines that it
         is not commercially  reasonable to perform either of the above options,
         then Oracle may terminate the license for the  infringing  Programs and
         refund the license fees paid for those Programs."

17.      Replace clause (c) of Section 7.4 with the following:

         "(c) All damages to Oracle caused by a Sublicensee's material breach of
         any of the  applicable  provisions  required  by  Section  2.3  hereof,
         provided  that such  breach  was  caused  solely by the  failure of the
         Alliance Member to enforce known material  breaches within a reasonable
         time after such breach  becomes  known to the Alliance  Member.  If the
         Alliance  Member causes such  Sublicensee  to cure such breach within a
         reasonable  time,  then the  Alliance  Member  shall be relieved of its
         indemnification obligations hereunder."

18.      Replace Section 7.5 with the following:

         "Each  party  acknowledges  that any  breach  of its  obligations  with
         respect to proprietary  rights of the other party will cause such other
         party irreparable injury for which there are inadequate remedies at law
         and that such other  party shall be  entitled  to  equitable  relief in
         addition to all other remedies available to it.

19.      Section 8.1  of the  Agreement  shall be  deleted  in its  entirety and
         replaced with the following:

         "By  virtue  of  this  Agreement,   the  parties  may  have  access  to
         information   that  is  confidential  to  one  another   ("Confidential
         Information").   Confidential  Information  shall  be  limited  to  the
<PAGE>
         Programs,  the  terms  and  conditions  of  this  Agreement,   and  all
         information clearly marked as confidential.

         A party's Confidential Information shall not include information which:
         (a)  is or  becomes  a part  of the  public  domain  through  no act or
         omission of the other  party;  or (b) was in the other  party's  lawful
         possession  prior to the  disclosure  and had not been  obtained by the
         other party either directly or indirectly from the disclosing party; or
         (c) is lawfully  disclosed to the other party by a third party  without
         restriction on disclosure;  (d) is independently developed by the other
         party;  or (e) is disclosed under operation of law. The Alliance Member
         shall have the right to disclose  the results of  benchmark  tests to a
         prospective Sublicensee which is not a competitor of Oracle for use for
         evaluation purposes only if the prospective  Sublicensee has executed a
         nondisclosure   agreement  with  the  Alliance  Member   governing  the
         benchmark  test results  under terms  equivalent  to those set forth in
         this Section. Otherwise, results of benchmark tests run by the Alliance
         Member may not be disclosed  unless Oracle  consents to such disclosure
         in  writing.  The  Alliance  Member  shall  have the right to  disclose
         benchmark information which solely concerns its applications programs.

         The parties  agree,  both during the term of this  Agreement  and for a
         period of two (2) years after  termination of this Agreement and of all
         licenses  granted   hereunder,   to  hold  each  other's   Confidential
         Information in  confidence.  The parties agree not to make each other's
         Confidential Information available in any form to any third party or to
         use each other's  Confidential  Information for any purposes other than
         the  implementation  of this  Agreement.  Each party agrees to take all
         reasonable  steps  to  ensure  that  Confidential  Information  is  not
         disclosed or distributed by its employees or agents in violation of the
         provisions of this Agreement."

20.      Replace the body of Section 8.5 with the following:

         "Neither party shall assign or otherwise transfer any rights under this
         Agreement without the other party's prior written consent."

21.      Delete the second and third sentences of Section 8.7.

Other  than  the  addition  of the  foregoing,  the  Agreement  remains
unchanged and in full force and effect.

The Effective Date of this Amendment One is July 1, 1996.

      FILENET CORPORATION                ORACLE CORPORATION

      By: /s/ W. J. Kreidler             By: /s/ Lloyd Alexander

      Name:    W. J. Kreidler            Name: Lloyd Alexander

      Title:  V P. Operations            Title: Manager - Western Region
                                                          Channels Sales Support


<PAGE>

                                    EXHIBIT A
                            COMMISSION REQUEST FORM


Company Name:

Address:

City:                            State:                            Zip:

Contact Name/Title:                             Phone Number:

Type of Business Organization:

Annual Revenue $:                         # of Employees:

Existing Software:

Proposed Software Solution:

Hardware Platform/Operating System:

Oracle Programs:

Projected Order Date:

Projected Dollar amount of Order:

Amount of Commission requested:


Alliance Member direct marketing efforts:


Additional Information:


Any Commission  payable under this Commission  Request Form shall be specific to
the license of Programs as specified above to the end user set forth above.  The
amount  of  Commission  specified  above  shall not be  applicable  to any other
Program licenses by Oracle.

The Effective Date of this Commission Request Form shall be

Executed by the Alliance Member:                Executed by Oracle Corporation:

Authorized Signature:                        Authorized Signature:

Name:                                        Name:

Title:                                       Title: