AMENDMENT TWO
                                     to the
                           RUNTIME SUBLICENSE ADDENDUM
                                     to the
                       BUSINESS ALLIANCE PROGRAM AGREEMENT
                                     between
                               FILENET CORPORATION
                                       and
                               ORACLE CORPORATION

This  document  ("Amendment  Two") shall  serve to amend the Runtime  Sublicense
Addendum  between  Filenet   Corporation  (the  "Alliance  Member")  and  Oracle
Corporation  ("Oracle")  dated July 1, 1996 (the  "Addendum").  The Addendum and
this  Amendment Two are governed by the terms of the Business  Alliance  between
the Alliance Member and Oracle dated July 1, 1996 (the "Agreement").

The Addendum is amended as follows:

1.   Notwithstanding  any  provision  to the  contrary in the  Addendum  and the
     Agreement, the Alliance Member shall have the right for five (5) years from
     the Effective  Date of this  Amendment One to the  Sublicense to State Farm
     (the  "Sublicensee")  only, for installation in the Territory as defined in
     the Addendum,  Runtime  versions of the Programs listed below (the "Program
     Set") to be used by Concurrent  Devices of such  Sublicensee in conjunction
     with the Alliance  Member's  Application  Program in the Alliance  Member's
     Image Management System Application  Package ("Image  Management  System").
     Image Management System is described in the Application  Package Attachment
     attached hereto. For each Sublicense of the Program Set granted pursuant to
     this Amendment, the Alliance Member shall pay to Oracle a Sublicense Fee of
     $xx per  Concurrent  Device subject to the minimum User Levels as specified
     in the Oracle Price List.

     Program Set
     Oracle7 Server

2.   For up to five (5) years from the Effective Date of this Amendment One, if,
     as a result of  adjustments  to the then current  Oracle price List or from
     future negotiations  between the parties,  the license price of the Program
     Set as specified in the then current  Oracle Price List falls below the $xx
     per Concurrent  Device,  the price the Alliance  Member shall pay to Oracle
     for such  Sublicenses  of the  Program  Set shall be at such lower  license
     price,  and the Alliance  Member shall not receive any refund or credits of
     any kind.

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

The Effective Date of this Amendment Two is December 31, 1996.

FILENET CORPORATION                        ORACLE CORPORATION

By:     /s/                                By:        /s/
        ----------------------------                  --------------------------
Name:   William Kreidler                   Name:      Monica M. Murnane
        ----------------------------                  --------------------------
Title:  V. P.  Operations                  Title:     Manager - West Region
        ----------------------------                  Alliance Sales Support
                                                      --------------------------

<PAGE>

                                 AMENDMENT THREE
                                     to the
                           RUNTIME SUBLICENSE ADDENDUM
                                     to the
                       BUSINESS ALLIANCE PROGRAM AGREEMENT
                                     between
                               FILENET CORPORATION
                                       and
                               ORACLE CORPORATION

This document  ("Amendment  Three") shall serve to amend the Runtime  Sublicense
Addendum  between  Filenet   Corporation  (the  "Alliance  Member")  and  Oracle
Corporation  ("Oracle")  dated July 1, 1996 (the  "Addendum").  The Addendum and
this Amendment Three are governed by the terms of the Business  Alliance between
the Alliance Member and Oracle dated July 1, 1996 (the "Agreement").

The Addendum is amended as follows:

1.   "The parties agree that the Alliance  Member has the right to Sublicense to
     State Farm (the  "Sublicensee")  Full Use and  Runtime  versions of Oracle7
     Server subject to the terms and  conditions of the  Agreement.  Pursuant to
     this Amendment Three, Alliance Member may grant to the Sublicense the right
     to use and install Full Use and Runtime  licenses of Oracle7  Server on the
     same  hardware,  provide  that:  (i)  Alliance  Member  pays to Oracle  all
     applicable  Full  Use  and  Runtime  Sublicense  fees  as  required  by the
     Agreement;  (ii)  Sublicensee  shall only use Full Use  licenses of Oracle7
     Server to build or modify reports or applications,  alone or in conjunction
     with  the  third-party   program  by  BMC  entitled  "Patrol",   and  (iii)
     Sublicensee's  Users may not use Runtime  licenses of Oracle7 Server to run
     modified versions of the Alliance Member's Application Package."

2. In Section 2.1, delete the first sentence and replace it with the following:

     "For each copy of the Programs  Sublicensed  by the Alliance  Member or its
     Distributor in the Application  Package,  the Alliance Member agrees to pay
     Oracle a Sublicense fee equal to xx% of the applicable license fee for each
     Oracle Server-Enterprise Edition Program, xx% of the applicable license fee
     for each Oracle Server Program,  and xx% of the applicable  license fee for
     any other 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.

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

The Effective Date of this Amendment Three is ________________, 1997.

FILENET CORPORATION                        ORACLE CORPORATION

By:     /s/                                By:        /s/
        ----------------------------                  --------------------------
Name:   W. Kreidler                        Name:      Jason P. Jang
        ----------------------------                  --------------------------
Title:  Sr. Vice President                 Title:     Contract Specialist
        ----------------------------                  --------------------------

<PAGE>

                                 AMENDMENT FOUR
                                     to the
                           RUNTIME SUBLICENSE ADDENDUM
                                     to the
                       BUSINESS ALLIANCE PROGRAM AGREEMENT
                                     between
                               FILENET CORPORATION
                                       and
                               ORACLE CORPORATION


This  document  ("Amendment  Four") shall serve to amend the Runtime  Sublicense
Addendum  between  Filenet   Corporation  (the  "Alliance  Member")  and  Oracle
Corporation  ("Oracle")  dated July 1, 1996 (the  "Addendum").  The Addendum and
this Amendment Four are governed by the terms of the Business  Alliance  between
the Alliance Member and Oracle dated July 1, 1996 (the "Agreement").

The Addendum is amended as follows:

1.   The  Alliance  Member  shall have the right,  for ninety (90) days from the
     Effective  Date of this  Amendment  Four,  to  Sublease  Oracle7  Server in
     conjunction  with  the  Alliance   Member's   Application   Package  "Image
     Management  System (IMS)" to Sublicenses who currently have a valid license
     for "Image  Management  System  (IMS)"  running on a Sybase  database.  The
     Sublicense  fee for each User of  Oracle 7 Server  sublicensed  under  this
     Amendment Four shall be $xx.

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

The Effective Date of this Amendment Four is ________________, 1997.

FILENET CORPORATION                         ORACLE CORPORATION

By:     /s/                                 By:        /s/
        -----------------------------                  -------------------------
Name:   W. Kreidler                         Name:      Jason P. Jang
        -----------------------------                  -------------------------
Title:  Sr. Vice President                  Title:     Contract Specialist
        -----------------------------                  -------------------------

<PAGE>

                                 AMENDMENT FIVE
                                     to the
                           RUNTIME SUBLICENSE ADDENDUM
                                     to the
                       BUSINESS ALLIANCE PROGRAM AGREEMENT
                                     between
                               FILENET CORPORATION
                                       and
                               ORACLE CORPORATION

This  document  ("Amendment  Five") shall serve to amend the Runtime  Sublicense
Addendum  between  Filenet   Corporation  (the  "Alliance  Member")  and  Oracle
Corporation  ("Oracle")  dated July 1, 1996 (the  "Addendum").  The Addendum and
this Amendment Five are governed by the terms of the Business  Alliance  between
the Alliance Member and Oracle dated July 1, 1996 (the "Agreement").

The Addendum is amended as follows:

1.   The Alliance  Member shall have the right,  until 1 year from the Effective
     Date  of this  Amendment  Five  or the  end of the  Term  of the  Addendum,
     whichever is earlier,  to Sublicense  the Runtime  Program  Oracle7  Server
     ("Oracle7  Server") in conjunction with the Alliance  Member's  Application
     Package "IMS" to  Sublicenses  who currently have a valid license for "IMS"
     running on the following  operating  systems  and/or  databases in order to
     replace such operating systems and/or databases with Oracle7 server:

     IIBM AS400
     IBM MVS DB2
     Optica Gupta/Proprietary
     WANG WIIS/PACE
     WANG Open Image
     Viewstar Gupta
     Viewstar Sybase
     Plexus Informix

     The Sublicense fee for each User of Oracle7  Server  Sublicense  under this
     Amendment  Five shall be $xx for  Sublicenses  installed  within the United
     States and $xx for  Sublicenses  installed  outside of the United States in
     the Territory  (as defined in Amendment  One to the Addendum  dated July 1,
     1996).

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

The Effective Date of this Amendment Five is ________________, 1997.

FILENET CORPORATION                               ORACLE CORPORATION

By:     /s/                                       By:     /s/
        ---------------------------------                 ----------------------
Name:   William Kreidler                          Name:   Jason P. Jang
        ---------------------------------                 ----------------------
Title:  Sr. Vice President,                       Title:  Contract Specialist
        ---------------------------------                 ----------------------
        Customer Support and Operations

<PAGE>


                                  AMENDMENT SIX
                                     to the
                          RUNTIME SUBLICENSE ADEDENDUM
                                     to the
                       BUSINESS ALLIANCE PROGRAM AGREEMENT
                                     between
                               FILENET CORPORATION
                                       and
                               ORACLE CORPORATION


This  document  ("Amendment  Six") shall  serve to amend the Runtime  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 parties shall agree to amend the Addendum as follows:

1.   During the Term of the Addendum,  the Alliance  Member shall have the right
     to market and grant  Sublicense of the Runtime versions of the Programs set
     forth below for use on Designated  Systems in the Territory in  conjunction
     with the Alliance  Member's Document  Services ("DS")  Application  Program
     and/or  the  Alliance  Member's  Integrated  Document  Management  Services
     ("IDMS") Application Program pursuant to the terms of the Addendum and this
     Amendment.  The DS  Application  Package  Attachments  attached  hereto  as
     Exhibit A. The Application Package Attachments attached herein as Exhibit A
     shall  be  deemed  added  to the  Agreement  and the  Application  Programs
     identified  in such  Addendum  shall be included  in the term  "Application
     Program" as defined in the Agreement.

     Programs
     Oracle 7/8 Server (NT)
     Oracle 7/8 Server, Enterprise Edition (Unix)

2. After the first paragraph of Section 2.2 insert the following new paragraph:

           "All  Sublicense fees for  Sublicenses  installed  outside the United
           States  shall be  based on the  standard  list  license  fees for the
           Programs as set forth on the Oracle' Global Price List."

3.   Notwithstanding,  any other provision of the Addendum,  including,  without
     limitation,  Section 2.3, the parties agree that the Alliance  Member shall
     have the right to  Sublicense  the  Runtime  version of the  Oracle  Server
     Program with the DS Application Program and/or the IDMS Application Program
     based on the maximum number of authorized  Simultaneous Logged-On Users for
     the  applicable   Application  Package  for  installed  on  the  applicable
     Designated  System.  For the purposes of Sublicensing under this Amendment,
     all references to Users in the Agreement of the Addendum shall be deemed to
     refer to Simultaneous Logged-On Users.

     "Simultaneous  Logged-On  Users"  shall mean:  the maximum  number of input
     devices  accessing  Filenet's  IDMS  Application  Package or DS Application
     Package at any given point in time.  If  multiplexing  software or hardware
     (e.g.  a TP  monitor,  webserver  product)  is used,  this  number  must be
     measured at the multiplexing front-end.

     Notwithstanding  anything to the contrary, the user minimums for the Oracle
     Programs,  stated in the table in section 1 of this  Amendment  licensed by
     the Alliance  Member as part of the  Application  Package  shall be changed
     from 8 Concurrent users to 5 Simultaneous Logged on Users.

4. 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  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 interest 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.  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  obligation  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.

5.   Notwithstanding  any other provision in the Addendum,  for each copy of the
     Oracle Server Runtime  Programs  Sublicensed by the Alliance  Member or its
     Distributor in the DS Application  Package or the IDMS Application  Package
     for use in the  Territory,  the  Alliance  Member  agrees  to pay  Oracle a
     Sublicense fee per each  authorized  Simultaneous  Logged-On  Users for the
     applicable  Application  Package as specified below based on the applicable
     operating system for the Designated System:

     Application Package            Operating System        Sublicense Fee
     IDMS Application Package       Unix                    $xx
                                    NT                      $xx

     Application Package            Operating System        Sublicense Fee
     DS Application Package         Unix                    $xx
                                    NT                      $xx

6.   In  addition,  Alliance  Member will  provide  quarterly  reports to Oracle
     Alliances,  detailing Oracle's  marketshare versus non-Oracle databases for
     Alliance Member's Application Packages.

7.   Upgrades from  Filenet's IMS to IDMS  Application  Package for  Sublicenses
     will be  provided at no charge  provided,  (a) The same number of users are
     upgraded  between  Filenet's  IMS and  IDMS  Application  Package,  (b) All
     royalties  have been  reported and are paid in full for the IMS users being
     upgraded and (c) The end users are currently being supported by Filenet for
     all Runtime Sublicenses.


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

The Effective Date of this Amendment Six is October 16, 1998.

FILENET CORPORATION                               ORACLE CORPORATION

By:     /s/                                   By:     /s/
        -------------------------------               --------------------------
Name:   W. Kreidler                           Name:   Nick Marquis
        -------------------------------               --------------------------
Title:  Sr. Vice President,                   Title:  Manager,
        -------------------------------               --------------------------
        Worldwide Services & Operations               Alliances Sales Support