ORACLE

                   FULL USE AND DEPLOYMENT SUBLICENSE ADDENDUM

This document (the  "Addendum")  is between  Oracle  Corporation  ("Oracle") and
FileNet  Corporation (the "Alliance  Member") and shall be governed by the terms
of the Business  Alliance  Program  Agreement  between the  Alliance  Member and
Oracle effective July 1, 1996 (the "Agreement") and the terms set forth below.

1.       PROGRAM DISTRIBUTION
1.1      Sublicense of Programs and Terms
              The  Alliance  Member  shall  have the right to  market  and grant
         Sublicenses  of Full Use  Programs  or  Deployment  Programs  which are
         available in  production  release and listed on Oracle's  Price List in
         effect at the time the Programs  are ordered from Oracle to  Sublicense
         to a Sublicensee;  provided, however, the Alliance Member shall have no
         right to  Sublicense  any Programs  designated  as Oracle  Applications
         Programs,  Oracle Express Programs,  Limited  Production  Programs,  or
         other Programs specified by Oracle from time-to-time  without the prior
         written consent of Oracle.  The Alliance Member shall have the right to
         market and grant Sublicenses of Full Use or Deployment Programs for use
         on Designated  Systems in  conjunction  with the  Integrated  System to
         Sublicensees.  Each  copy  of  the  Full  Use  or  Deployment  Programs
         distributed  shall be for the  Sublicensee's  own  internal  use in the
         Territory  only on a single  Designated  System  limited  to a  maximum
         number of Users.
              To acquire Programs for Sublicensing to Sublicensees, the Alliance
         Member shall order such Programs from Oracle.  Each order shall specify
         the applicable  Programs,  maximum number of Users,  computer/operating
         system   configuration,   fees,   shipping  location,   and  any  other
         information  required by Oracle for  processing  the order.  Orders for
         Trial  Sublicenses  shall be  clearly  marked  on the face of the Order
         Form.
1.2      Distribution under Oracle Agreement
              In addition to the Sublicense rights specified in Section 2.3.A of
         the Agreement and notwithstanding the terms of such Section and Section
         3.2.B of the  Agreement,  the  Alliance  Member shall have the right to
         market  and  grant  Sublicenses  of Full Use  Programs  and  Deployment
         Programs in  conjunction  with the  Integrated  System to  Sublicensees
         under a standard Oracle Software License and Services Agreement in lieu
         of Sublicensing the Programs under a written Sublicense agreement.
              The Alliance  Member may submit orders for  Sublicenses  to Oracle
              for its  acceptance.  With each such order,  the  Alliance  Member
              shall submit a standard Oracle Software License and
         Services  Agreement  executed by the applicable  Sublicensee,  or shall
         reference  on such  order that the  Programs  will be  licensed  to the
         Sublicensee  subject to an existing license agreement effective between
         the Sublicensee and Oracle (the "Oracle  Agreement").  In addition,  as
         part of the Oracle  Agreement,  the  Alliance  Member  shall obtain the
         Sublicensee's  written agreement that the ordered Programs and services
         are subject to the terms and conditions of the Oracle Agreement.
              If the Sublicensee is a federal agency,  the Alliance Member shall
         submit  with  each  such  order  a  written  document  executed  by  an
         authorized Sublicensee contracting officer which contains the following
         provision:  "This is an open  market  order  placed  pursuant  to terms
         identical  to the terms and  conditions  of Oracle's  General  Services
         Administration (GSA) Schedule A Contract for Oracle Programs current as
         of the order date, with the exception of the maximum order limitations,
         discounts,  maintenance, training units and other discounts specific to
         the applicable  Oracle GSA Schedule.  No other pre-printed or reference
         terms and  conditions  shall  apply."  This written  document  shall be
         deemed the applicable Oracle Agreement.
              For orders which include only shrinkwrapped  Oracle Programs,  the
         Oracle Agreement may consist of a written obligation by the Sublicensee
<PAGE>
         to  use  the  Programs  under  the  terms  of  the  shrinkwrap  license
         agreement.
              The  Alliance  Member  shall  indemnify  Oracle  for  any  claims,
         damages, or losses arising from failure to obtain any Oracle Agreement.
              If the order  specifies  that the  Programs are to be delivered to
         the  Alliance  Member,  the  Alliance  Member  shall  have the right to
         re-deliver the Programs with their original packaging to the applicable
         Sublicensee.
1.3      Full Use and Deployment Programs
              For the purposes of this Addendum,  "Full Use Programs" shall mean
         unaltered   versions  of  the  Programs  with  all  functions   intact.
         "Deployment  Programs"  shall mean  Programs  which are  limited to use
         solely for the purpose of running applications,  and may not be used to
         create or alter tables or reports except as necessary for operating the
         applications.
1.4      Value-Added Package
              For the purposes of this Addendum,  "Integrated System" shall mean
         the  hardware  and  software  products  having  Value-Added  which  are
         developed,  sold, and/or licensed with the Programs to a Sublicensee by
         the Alliance  Member to satisfy such  Sublicensee's  internal  business
         requirements  and  objectives.  For  purposes  of  the  Agreement,  the
         Integrated System will be regarded as the Alliance Member's Value-Added
         Package which is described in the attached Value-Added Attachment.  The
         Integrated  System shall be regarded as  "Value-Added" if the following
         materials are provided as part of the Integrated System by the Alliance
         Member: (a) non-Oracle developed software;  (b) customized  programming
         or  customized   consulting;   and  (c)  other  computer   products  or
         components.
1.5      Trial Sublicenses
              The Alliance Member shall be entitled to grant,  at no charge,  up
         to ten (10)  temporary  Trial  Sublicenses  of the  Programs at any one
         time. Such Sublicenses shall be for evaluation  purposes only and shall
         be for a period not to exceed  thirty (30) days.  The  Alliance  Member
         shall pay Oracle Sublicense fees for any Trial Sublicenses in excess of
         thirty (30) days. Each such Trial Sublicense shall be Sublicensed under
         a Sublicense  agreement  which  provides for such trial use or under an
         Oracle Trial License Agreement, as the applicable Oracle Agreement.
1.6      No Distributors
              The Alliance  Member's  right to market and grant  Sublicenses  of
         Full Use Programs or Deployment  Programs hereunder shall be limited to
         the  Alliance  Member only.  The Alliance  Member shall not appoint any
         third party to distribute the Programs  without  Oracle's prior written
         consent.
1.7      Documentation
              Oracle shall deliver one copy of the applicable Documentation with
         each order of Programs for Sublicensing to Sublicensees.
2.       SUBLICENSE FEES
2.1      Sublicense Fees and Rate
              For each copy of the Programs  Sublicensed by the Alliance Member,
         the  Alliance  Member  agrees to pay Oracle a  Sublicense  fee equal to
         sixty  percent  (60%)  of the  applicable  license  fee for  each  such
         Program,  as specified in the applicable Price List and Alliance Member
         Price  List  supplement  to such  Price  List in effect at the time the
         applicable  Programs are  Sublicensed to a Sublicensee.  The Sublicense
         fee shall be calculated effective on the date of the Sublicense,  which
         shall be the date the Programs  are shipped by Oracle or the  effective
         date of the  order to  Oracle  for such  Programs,  if no  shipment  is
         required.
              Fees for  Sublicense  of Programs  shall be due and payable on the
         date that  Oracle  ships the  applicable  Programs  and shall be deemed
         overdue if not paid within  thirty-one  (31) days of the due date.  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.
2.2      Price List
              As set  forth in the  Agreement,  the  applicable  Price  List for
         determining  Sublicense fees shall be the standard Price List in effect
         at the time the  Program  is  Sublicensed  to a  Sublicensee.  However,
         pricing  for any  federal  agency,  pursuant  to terms  and  conditions
         identical  to the terms and  conditions  of  Oracle's  GSA  Schedule  A
         Contract  for Oracle  Programs  current as of the order date,  shall be
<PAGE>
         based on Oracle's published GSA Price List.
              Notwithstanding  any other  provision  of this  Agreement,  if the
         Alliance  Member  issues a written  Sublicense  quote and such quote is
         accepted  by the  applicable  Sublicensee,  for a period of ninety (90)
         days after the date of submission of the quote to the Sublicensee,  the
         fee  applicable to the Programs  identified in the quote shall be based
         on the Price List in effect on such date.
2.3      Users
              The fees for  Sublicense of a Program shall be based and priced on
         the  applicable  User  Level for the  maximum  number of Users for such
         Program, as specified in the Price List. The Alliance Member shall have
         the right to Sublicense  on any User basis  specified in the Price List
         in  effect  at the time the  applicable  Program  is  Sublicensed  to a
         Sublicensee.
3.       TERM
              This Addendum shall become effective on the Effective Date of this
         Addendum  and  shall be valid  for one (1) year  (the  "Term'),  unless
         terminated as provided in the  Agreement.  Any renewal of this Addendum
         shall be subject to renegotiation of terms and fees.
4.       TERRITORY
              The  Alliance  Member  shall  have the right to  market  and grant
         Sublicenses  of Full Use Programs or Deployment  Programs in the United
         States only (the "Territory").
5.       TECHNICAL SUPPORT
5.1      Technical Support for Sublicensees
              A Sublicensee may acquire  Technical Support services for Full Use
         Programs or Deployment  Programs  Sublicensed  under this Addendum from
         Oracle at  Oracle's  standard  rates and fee in effect at the time such
         Technical  Support  services  are  ordered  under an  Oracle  Technical
         Support Services Agreement or Oracle Agreement, as applicable.
5.2      Technical Support Fee
              Oracle  agrees that the  Alliance  Member  shall have the right to
         offer Oracle annual  Technical  Support services to Sublicensees in the
         United  States  that  are  currently  acquiring  Full Use  Programs  or
         Deployment  Programs.  The  Alliance  Member  shall only  offer  Oracle
         Technical  Support  services  with respect to the initial first year of
         Technical Support for a Sublicensed  Program. The Alliance Member shall
         only offer Oracle annual  Technical  Support  services to a Sublicensee
         provided  that:
         A. Oracle  receives from the Sublicensee an executed,  standard  Oracle
         Technical  Support Services Agreement, Oracle Agreement, or other terms
         to  govern the  Technical  Support  services as agreed to in writing by
         Oracle  and the Sublicensee;
         B.The  Full-Use or Deployment Programs are currently Sublicensed by the
         Alliance Member;
         C. The Alliance  Member pays Oracle its required Sublicense fee for the
         applicable  Sublicensed  Programs as provided under the Agreement,  and
         the  Alliance  Member  pays  Oracle the  applicable  Technical  Support
         services fees as set forth herein in advance;
         D.The   Alliance  Members  Sublicense  of  the  Full  Use  Programs  or
         Deployment  Programs  coincides with the agreement to provide Technical
         Support  Services for such Programs; and
         E. The net Technical  Support  services  fees represent  new Technical
         Support revenue to Oracle.
              The Technical Support services fees payable by Alliance  Member as
         provided above shall be Oracle's standard  rates for  such  services as
         provided  under the Price List in effect  at  the  time  the  Technical
         Support  services  are  ordered, discounted by ten percent (10%).
6.       SUBLICENSE REPORTS
              With each order for Programs for Sublicense to a Sublicensee,  the
         Alliance  Member  shall  send  Oracle  a  report   detailing  for  each
         Sublicensed Full Use Program or Deployment  Program:  Sublicensee name,
         address, make/model and operating system of the Designated System, Full
         Use or Deployment  Programs,  maximum number of licensed Users, whether
         the Sublicense is a Trial Sublicense,  total Program fees and Technical
         Support Fees due to Oracle, and specific descriptions of the Integrated
         System and Value-Added.
7.        ADDITIONAL LICENSES
          During the Term,  the  Alliance  Member may order  production  release
         versions  of Oracle  off-the-shelf  Programs  available  as  production
<PAGE>
         release as of the  Effective  Date of this  Addendum  and listed on the
         Price List in effect as of such date.  The license fee for  Development
         Licenses  shall be equal to  Oracle's  standard  list  license  fees in
         effect  when an order is placed.  The  Alliance  Member  shall have the
         right to order  Programs  for use as Marketing  Support  Licenses at no
         further charge to the Alliance  Member.  The Alliance Member may obtain
         Technical Support services from Oracle for such Programs under Oracle's
         applicable  Technical  Support  fees and  policies  in effect when such
         services are ordered.

The Effective Date of this Addendum shall be July 1, 1996.

Executed by the FileNet Corporation:        Executed by Oracle Corporation

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

Name:                                       Name:

Title:                                      Title:

Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
8-95


<PAGE>


                             VALUE-ADDED ATTACHMENT



Description of Integrated System:








Hardware components:










Software products other than Programs:










Services to be provided by the Alliance Member:







<PAGE>



                                  AMENDMENT ONE
                                     to the
                   FULL USE AND DEPLOYMENT SUBLICENSE ADDENDUM
                                    BUSINESS
                                     to the
                           ALLIANCE PROGRAM AGREEMENT
                                     between
                               FILENET CORPORATION
                                       and
                               ORACLE CORPORATION

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

The Addendum is amended as follows:

1.       Insert the following at the end of the first paragraph of Section 1.1:

         "Notwithstanding any provision to the contrary in the Agreement, during
         the Term of this Addendum,  provided the annual revenue received by the
         Alliance Member for Sublicenses to the Alliance Member constitutes less
         than __*___ percent of the Alliance Member's total annual revenue   for
         Full  Use and  Deployment Program  Sublicenses, the Alliance Member may
         acquire Full Use and Deployment Programs for its own internal use  as a
         Sublicensee under all terms and discount rates of this Agreement.

2.       Delete Section 1.5 and replace it with the following:

         "1.5  Trial Sublicenses
         The Alliance Member shall  be  entitled to grant, at no  charge, up  to
         ______*_________ temporary Trial Sublicenses of the Programs at any one
         time. Such Sublicenses shall be for evaluation  purposes only and shall
         be for a period not to exceed ______*_______ days. The Alliance  Member
         shall pay Oracle Sublicense fees for any Trial Sublicenses in excess of
         ______*______ days or for any Trial Sublicenses for which the  Alliance
         Member is compensated.  Each such Trial Sublicense shall be Sublicensed
         under a Sublicense agreement which provides for such trial use or under
         an Oracle Trial License Agreement, as the applicable Oracle Agreement."

3.      Delete the body of Section 1.6 in its entirety and insert the following:

         "1.6  Distributors
         Oracle  grants the  Alliance  Member the right to appoint  third panics
         ("Distributors")  to market and  Sublicense  the Full Use or Deployment
         Programs in the  Territory,  under the terms of the  Agreement and this
         Addendum.  However,  Distributors shall have no right to make copies of

*  Confidential portion has been filed separately with the Securities and
   Exchange Commission.
<PAGE>
         the Programs for  Sublicensing  and shall obtain all such Programs from
         the Alliance Member. Each Distributor shall execute a written agreement
         with  the  Alliance   Member  binding  the  Distributor  to  provisions
         substantially  similar to those  contained in Sections  2.3,  2.5, 2.6,
         5.1, 5.2, 6.1,  6.3, 6.4, 6.5,  7.2.A.1,  7.5, 8.1, 8.2, 8.3, 8.5, 8.7,
         8.9,  and 8.11 of the  Agreement  and to those  contained in Sections 1
         (except 1.6), 3, 4, 5, and 6 of this Addendum.  Each  obligation of the
         Alliance Member under such provisions  shall also be applicable to each
         Distributor.  Each  Distributor  agreement shall also contain any other
         provisions necessary for the Alliance Member to satisfy its commitments
         under the Agreement.  The Alliance  Member shall notify Oracle promptly
         in writing of the appointment of each such Distributor.
              In addition,  the Alliance Member shall keep executed  Distributor
         agreements and records of the  Distributor  information  required under
         the Alliance  Member's  Sublicense  reports,  and shall allow Oracle to
         inspect such information as specified under the Agreement. The Alliance
         Member will defend and indemnify  Oracle  against all damages to Oracle
         caused  by (i)  the  Distributors'  failure  to  include  the  required
         contractual  terms set forth in Section  2.3.B of the Agreement in each
         Sublicense  agreement,  and (ii) the Distributors' breach of any of the
         applicable provisions required by in its Distributor agreement."

4.       Add the following new paragraphs to the end of Section 1.7:

         "During the Term of this Addendum, the Alliance Member may order Oracle
         documentation  for the  Programs  for  resale  to its  Sublicensees  at
         Oracle's  standard  fees in effect  when each order is placed  less the
         Discount  Percentage  corresponding  to the List Price of Documentation
         for a single order.

              List Price of Documentation              Discount Percentage
              (Single Order)
              $0                    $499                        10%
              $500 -                $1,499                      20%
              $1,500-               and over                    30%

5.       At the end of Section 2.1, insert the following:

         "Within thirty (30) days after the second and each further  anniversary
         during the Term of this Addendum,  Oracle and the Alliance Member shall
         re-negotiate  the Sublicense fee percentage  rate set forth above based
         on the actual amount of cumulative  Sublicense  fees received by Oracle
         hereunder.  If the parties have not agreed in writing on the Sublicense
         fee percentage rate for the next annual period,  the Alliance  Member's
         right to  Sublicense  Programs  shall cease  until the  parties  hereto
         mutually agree in writing on a new  Sublicense fee rate  percentage for
         Sublicenses of Programs.

6.       At the end of the first paragraph of Section 2.2 insert the following:
<PAGE>

         "All  Sublicense  fees for  Sublicenses  installed  outside  the United
         States shall be based on the license fees for the Programs as set forth
         on the  applicable  Oracle Global Price List in effect at the time such
         Programs are Sublicensed."

7.       Insert the following at the end of Section 2.3:

         "Unless otherwise agreed to by the parties in writing,  the term "User"
         shall  include  "Named  Users"  and/or  "Concurrent  Devices/Concurrent
         Accesses".  Unless  otherwise  agreed to by the parties in  writing,  a
         "Named User" is defined as an individual  authorized by  Sublicensee to
         use the  Programs,  regardless  of whether the  individual  is actively
         using the Programs at any given time and "Concurrent Devices/Concurrent
         Accesses" are defined as the maximum number of input devices  accessing
         the Programs at any given point in time. (If  multiplexing  software or
         hardware  (e.g., a TP monitor) is used, this number must be measured at
         the multiplexing front end.) "Multiplexing" includes but is not limited
         to any utility of function which allows Users to access the database in
         a sequential fashion."

8.       Delete the first sentence of Section 3 and insert the following:

         "This  Addendum  shall become  effective on the Effective  Date of this
         Addendum.  and shall be valid for four (4)  years  from such  Effective
         Date  (the  "Term"),  unless  earlier  terminated  as  provided  in the
         Agreement."

9.       Delete the body of Section 4 in its entirety and insert the following:

         "4. TERRITORY
              The  Alliance  Member  shall  have the right to  market  and grant
         Sublicenses  of Programs in the  Application  Package in all  countries
         worldwide, (the "Territory"), subject to the terms of this Section.
              Oracle may from time to time deny the Alliance Member the right to
         Sublicense  in certain  countries in the  Territory in order to protect
         Oracle's  interests if, in the reasonable  opinion of Oracle's counsel,
         such  countries  (i) do not provide  adequate  protection  for Oracle's
         proprietary  rights through copyright,  trade secret,  patent, or other
         laws; or (ii) have laws or  regulations or the government has committed
         acts  which in the  opinion  of  Oracle's  counsel,  are  injurious  to
         Oracle's interests in the Programs.
              The Alliance Member  acknowledges that the Programs are subject to
         export  controls  imposed on Oracle and the Alliance Member by the U.S.
         Export  Administration  Act,  United  States  Departments  of Commerce,
         Treasury, and State regulations and directives, and other United States
         law ("Export  laws").  The Alliance  Member  certifies that neither the
         Programs nor any direct product  thereof are (i) exported,  directly or
         indirectly,  in violation  of Export  laws;  or (ii) are intended to be
         used for any purposes prohibited by the Export laws, including, without
         limitation,  nuclear,  chemical,  or biological weapons  proliferation.

<PAGE>

         Furthermore,  the  Alliance  Member  shall not  transfer  the  Programs
         outside of the territory for which the Alliance  Member has  Sublicense
         rights under this Agreement.
              The Alliance Member warrants that neither it nor its  Distributors
         will grant  Sublicenses  in or ship any Programs to a country  until it
         (or the Distributor) has completed all necessary government formalities
         in such  country and upon  reasonable  request by Oracle,  the Alliance
         Member (or its  Distributor)  provides  evidence of  completion of such
         formalities to Oracle.  The Alliance  Member will indemnify  Oracle for
         any  losses,  costs,  liability,  and  damages  incurred by Oracle as a
         result of a failure  by the  Alliance  Member  or its  Distributors  to
         comply with the necessary  government  requirements in any country. The
         obligations   under  this  Section  shall  survive  the  expiration  or
         termination of this Addendum.  Upon Oracle's  reasonable  request,  the
         Alliance  Member  shall make  records  available  to Oracle to allow to
         confirm the Alliance Member's compliance with this Section."

10.      Insert the following at the end of Section 5.1:

         "The Alliance Member may order local country Technical Support services
         for Programs  licensed outside of the United 5tates from Oracle's local
         country subsidiary under such subsidiary's local Technical Support fees
         and policies in effect at the time such services are ordered."

11.      Delete the second sentence of Section 7 and insert the following:

         "The license fee for  Development  Licenses  shall be equal to Oracle's
         standard   list  license  fee  in  effect  when  an  order  is  placed.
         Notwithstanding  the  above,  the  Alliance  Member  shall be granted a
         discount on each Development License  ordered of ______*_______ percent
         __*__off Oracle's standard list license fees in effect when an order is
         placed."

Other than the  modifications  set forth  above,  the and the  Agreement  remain
unchanged, and in full terms and conditions of the Addendum 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

*  Confidential portion has been filed separately with the Securities and
   Exchange Commission.