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                                  EXHIBIT 10.34



                      SPECIAL SITUATIONS FUND STOCK WARRANT

                                    EXHIBIT B


      THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THESE
      SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
      MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
      THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESE
      SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION
      OF COUNSEL SATISFACTORY TO THE COMPANY THAT ANY PROPOSED TRANSFER OR
      RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
      FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


                                                             Warrant to Purchase
                                               __________ Shares of Common Stock
                                                         (Subject to Adjustment)



                               VERSANT CORPORATION

                          COMMON STOCK PURCHASE WARRANT



        VERSANT CORPORATION, a California corporation (the "Company"), hereby
certifies that, for value received, ________________ is entitled, subject to the
terms set forth below, to purchase from the Company, on the terms hereof,
_________ fully paid and nonassessable shares of Common Stock of the Company.

        The purchase price per share of such Common Stock shall be $2.25 (the
"Exercise Price"). The number and character of such shares of Common Stock are
subject to adjustment as provided below.

        As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:





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           (a) The term "Company" includes any corporation which shall succeed
to or assume the obligations of the Company hereunder.

           (b) The term "Common Stock" shall mean the Common Stock of the
Company, and any other securities or property of the Company or of any other
person (corporate or otherwise) which the holder of this Warrant at any time
shall be entitled to receive on the exercise hereof, in lieu of or in addition
to Common Stock, or which at any time shall be issuable in exchange for or in
replacement of Common Stock.

           (c) The term "Blackout Period" shall mean any period during which the
ability of the holder of this Warrant to resell the Common Stock issued or
issuable upon exercise of this Warrant pursuant to the Registration Statement
(as defined in the Registration Rights Agreement) has been suspended, pursuant
to Section 2.4.3 of the Registration Rights Agreement or otherwise.

           (d) The term "Registration Rights Agreement" shall mean that certain
Registration Rights Agreement among the Company, the initial holder of this
Warrant and certain third parties dated as of December 28, 1998.

        1. Initial Exercise Date; Expiration. This Warrant may be exercised at
any time or from time to time. It shall expire upon the earlier of (i) December
28, 2001, (ii) an acquisition of the Company (whether by merger, consolidation,
tender offer or otherwise) in which the Company's shareholders prior to the
acquisition own less than a majority of the surviving corporation, or the sale
of all or substantially all of the Company's assets (any of such transactions,
an "Acquisition"), or (iii) 15 business days after the Company gives notice to
the holder that the Company's stock price on the Nasdaq National Market or other
primary market for the Company's stock has closed with a closing bid price above
$4.00 for ten consecutive business days (the earlier of all such dates, the
"Expiration Date"). After the Expiration Date, this Warrant shall terminate, and
shall be void and of no further force and effect; provided, however, that if the
Expiration Date is triggered by (i) or (iii) above and falls during or within 30
days after a Blackout Period, this Warrant shall not terminate until 30 days
after the end of such Blackout Period; and provided, further, that for the
Expiration Date to be triggered by (iii) above, the Company must furnish the
above-mentioned notice to the holder within five business days following the ten
consecutive business day trading period specified in (iii) above.

        2. Exercise of Warrant; Partial Exercise. This Warrant may be exercised
in full or in part by the holder hereof by surrender of this Warrant, with the
form of subscription attached hereto and the completion of an appropriate
investment representation letter, as may be reasonably required by the Company,
duly executed by such holder, to the Company at its principal office,
accompanied by payment, in cash, by certified or official bank check payable to
the order of the Company or by wire transfer, of the purchase price of the
shares of Common Stock to be purchased hereunder. For any partial exercise
hereof, the holder shall designate in the subscription the number of shares of
Common Stock that it wishes to purchase. On any such partial exercise, the
Company at its expense shall forthwith issue and deliver to the holder hereof a
new warrant of like tenor, in the name of the holder hereof, which shall be
exercisable for such





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number of shares of Common Stock represented by this Warrant which have not been
purchased upon such exercise.

        3. When Exercise Effective. The exercise of this Warrant shall be deemed
to have been effected immediately prior to the close of business on the business
day on which this Warrant is surrendered to the Company as provided in Section 2
and at such time the person in whose name any certificate for shares of Common
Stock shall be issuable upon such exercise, as provided in Section 4, shall be
deemed to be the record holder of such Common Stock for all purposes.

        4. Delivery on Exercise; Penalty for Failure to Deliver. As soon as
practicable, and in any event within three business days, after the exercise of
this Warrant in full or in part, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the holder hereof, or as such holder may direct, a
certificate or certificates for the number of fully paid and nonassessable full
shares of Common Stock to which such holder shall be entitled on such exercise,
together with cash, in lieu of any fraction of a share, equal to such fraction
of the current market value of one full share as determined in good faith by the
Board of Directors. If the Company fails to fulfill its obligations under the
previous sentence, and if, as a result, the holder of this Warrant is obligated
to and does buy shares in the market to meet an obligation to deliver shares of
the Common Stock, then the Company shall pay to the holder of this Warrant, as
liquidated damages, the amount, if any, by which the cost of purchasing such
shares in the market exceeds the net proceeds received by such holder from the
sale of the shares which such holder anticipated receiving upon exercise of this
Warrant.

        5. Adjustment of Exercise Price and Number of Shares. The number and
character of the shares of Common Stock issuable upon exercise of this Warrant
(or any shares of stock or other securities at the time issuable upon exercise
of this Warrant) and the Exercise Price therefor, are subject to adjustment upon
the occurrence of the following events:

           5.1 Adjustment for Stock Splits, Stock Dividends, etc. The Exercise
Price of this Warrant and the number of shares of Common Stock issuable upon
exercise of this Warrant (or any shares of stock or other securities at the time
issuable upon exercise of this Warrant) shall be appropriately adjusted to
reflect any stock dividend, stock split, combination of shares, or similar event
affecting the number of outstanding shares of Common Stock (or such other stock
or securities). For example if there should be a two-for-one (2-for-1) stock
split, the Exercise Price would be divided by two (2) and the number of shares
that may be purchased pursuant hereto would be doubled.

           5.2 Adjustment for Other Dividends and Distributions. In case the
Company shall make or issue, or shall fix a record date for the determination of
eligible holders entitled to receive, a dividend or other distribution with
respect to the Common Stock (or any shares of stock or other securities at the
time issuable upon exercise of the Warrant) payable in (i) securities of the
Company (other than shares of Common Stock) or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then in each case,
the holder of this Warrant on exercise hereof at any time after the
consummation, effective date or record date of





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such event, shall receive, in addition to the Common Stock (or such other stock
or securities) issuable on such exercise prior to such date, the securities or
such other assets of the Company to which such holder would have been entitled
upon such date if such holder had exercised this Warrant immediately prior
thereto (all subject to further adjustment as provided in this Warrant).

           5.3 Adjustment for Reorganization, Consolidation, Merger, etc. In
case of any consolidation or merger of the Company with or into any other
corporation, entity or person, or any other corporate reorganization, other than
an Acquisition, in which the Company shall not be the continuing or surviving
entity of such consolidation, merger or reorganization (any such transaction
being hereinafter referred to as a "Reorganization"), then, in each case, the
holder of this Warrant, on exercise hereof at any time after the consummation or
effective date of such Reorganization (the "Effective Date"), shall receive, in
lieu of the Common Stock issuable on such exercise prior to the Effective Date,
the stock and other securities and property (including cash) to which such
holder would have been entitled upon the Effective Date if such holder had
exercised this Warrant immediately prior thereto (all subject to further
adjustment as provided in this Warrant). Nothing in this Section 5.3 shall limit
the expiration provisions set forth in Section 1 hereof.

           5.4 Reclassification or Recapitalization. If the Company's Common
Stock (or any other shares of stock issuable at any time upon exercise of this
Warrant) shall be changed into shares of any other class or series of the
Company's stock, whether pursuant to reclassification, recapitalization or
similar change, then the holder of this Warrant, upon exercise hereof, at any
time after the effective date of such reclassification, recapitalization or
similar event, shall receive, in lieu of the Common Stock issuable (or any other
shares of stock then issuable upon exercise of this Warrant) on exercise
immediately prior to such date, the stock and/or other securities and/or
property to which such holder would have been entitled upon such date if such
holder had exercised this Warrant immediately prior thereto (all subject to
further adjustment as provided in this Warrant).

           5.5 Price-Based Anti-Dilution. The Exercise Price of this Warrant in
effect at any time and the number of securities purchasable upon the exercise of
this Warrant shall be subject to adjustment from time to time upon the happening
of the following events:

               (a) In the event that the Company shall issue or sell any shares
of Common Stock (except as provided in Section 5.5(d) hereof) for a
consideration per share less than the Exercise Price in effect immediately prior
to such issue or sale, then the Exercise Price, as of the date of such issue or
sale, shall be reduced to such lesser price (calculated to the nearest cent) as
shall be determined by multiplying the Exercise Price in effect immediately
prior thereto by a fraction, the numerator of which shall be the sum of (i) the
number of shares of Common Stock outstanding immediately prior to the issuance
or sale of such additional shares and (ii) the number of shares of Common Stock
which the aggregate consideration received for the issuance or sale of such
additional shares would purchase at the Exercise Price then in effect, and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after the issuance or sale of such additional shares.





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               (b) For the purposes of Section 5.5(a) above, the following
subparagraphs (i) to (v), inclusive, shall be applicable:

                   (i)    If at any time the Company shall issue or sell any
                          rights to subscribe for, or any rights or options to
                          purchase, Common Stock or any stock or other
                          securities convertible into or exchangeable for Common
                          Stock (such convertible or exchangeable stock or
                          securities being hereinafter called "Convertible
                          Securities"), whether or not such rights or options or
                          the right to convert or exchange any such Convertible
                          Securities shall be immediately excercisable, and the
                          price per share for which Common Stock shall be
                          issuable upon the exercise of such rights or options
                          or upon conversion or exchange of such Convertible
                          Securities (determined by dividing (1) the total
                          amount, if any, received or receivable by the Company
                          as consideration for the granting of such rights or
                          options, plus the minimum aggregate amount of
                          additional consideration payable to the Company upon
                          the exercise of such rights or options, plus, in the
                          case of any such rights or options which shall relate
                          to Convertible Securities, the minimum aggregate
                          amount of additional consideration, if any, payable
                          upon the issue or sale of such Convertible Securities
                          and upon the conversion or exchange thereof, by (2)
                          the total number of shares of Common Stock issuable
                          upon the exercise of such rights or options or upon
                          the conversion or exchange of all such Convertible
                          Securities issuable upon the exercise of such rights
                          or options) shall be less than the Exercise Price in
                          effect immediately prior to the time of the issue or
                          sale of such rights or options then the total number
                          of shares of Common Stock issuable upon the exercise
                          of such rights or options or upon conversion or
                          exchange of the total amount of such Convertible
                          Securities issuable upon the exercise of such rights
                          or options shall (as of the date of granting of such
                          rights or options) be deemed to be outstanding and to
                          have been issued for such price per share, and except
                          as provided in Section 5.5(c) no further adjustments
                          of the Exercise Price shall be made upon the actual
                          issue of such Common Stock or of such Convertible
                          Securities, upon the exercise of such rights or
                          options or upon the actual issue of such Common Stock
                          upon conversion or exchange of such Convertible
                          Securities.

                   (ii)   If at any time the Company shall issue or sell any
                          Convertible Securities, whether or not the rights to
                          exchange or convert thereunder shall be immediately
                          exercisable, and the price per share for which Common
                          Stock shall be issuable upon such





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                          conversion or exchange (determined by dividing (1) the
                          total amount received or receivable by the Company as
                          consideration for the issue or sale of such
                          Convertible Securities, plus the minimum aggregate
                          amount of additional consideration, if any, payable to
                          the Company upon the conversion or exchange thereof,
                          by (2) the total number of shares of Common Stock
                          issuable upon the conversion or exchange of all such
                          Convertible Securities) shall be less than the
                          Exercise Price in effect immediately prior to the time
                          of such issue or sale, then the total number of shares
                          of Common Stock issuable upon conversion or exchange
                          of all such Convertible Securities shall (as of the
                          date of the issue or sale of such Convertible
                          Securities) be deemed to be outstanding and to have
                          been issued for such price per share, and, except as
                          provided in paragraph Section 5.5(c) no further
                          adjustments of the Exercise Price shall be made upon
                          the actual issue of such Common Stock upon conversion
                          or exchange of such Convertible Securities. In
                          addition, if any issue or sale of such Convertible
                          Securities shall be made upon exercise of any rights
                          to subscribe for or to purchase or any option to
                          purchase any such Convertible Securities for which
                          adjustments of the Exercise Price shall have been or
                          shall be made pursuant to other provisions of this
                          Section 5.5(b), no further adjustment of the Exercise
                          Price shall be made by reason of such issue or sale.

                   (iii)  If at any time any shares of Common Stock or
                          Convertible Securities or any rights or options to
                          purchase any such Common Stock or Convertible
                          Securities shall be issued or sold for cash, the
                          consideration received therefor shall be deemed to be
                          the amount received by the Company therefor, without
                          deduction therefrom of any expenses incurred or any
                          underwriting commissions or concessions or discounts
                          paid or allowed by the Company in connection
                          therewith. In case any shares of Common Stock or
                          Convertible Securities or any rights or options to
                          purchase any such Common Stock or Convertible
                          Securities shall be issued or sold for a consideration
                          other than cash, the amount of the consideration other
                          than cash received by the Company shall be deemed to
                          be the fair value of such consideration as determined
                          by the Board of Directors, without deduction therefrom
                          of any expenses incurred or any underwriting
                          commissions or concessions or discounts paid or
                          allowed by the Company in connection therewith. In
                          case any shares of Common Stock or Convertible
                          Securities or any rights or options to purchase any
                          such





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                          Common Stock or Convertible Securities shall be issued
                          in connection with any merger of another corporation
                          into the Company, the amount of consideration therefor
                          shall be deemed to be the fair value of such merged
                          corporation as determined by the Board of Directors
                          reduced by all cash and other consideration (if any)
                          paid by the Company in connection with such merger.

                   (iv)   If at any time the Company shall take a record of the
                          holders of Common Stock for the purpose of entitling
                          them (1) to receive a dividend or other distribution
                          payable in Common Stock or in Convertible Securities,
                          or (2) to subscribe for or purchase Common Stock or
                          Convertible Securities, then such record date shall be
                          deemed to be the date of the issue or sale of the
                          shares of Common Stock deemed to have been issued or
                          sold upon the declaration of such dividend or the
                          making of such other distribution or the date of the
                          granting of such right of subscription or purchase, as
                          the case may be.

                   (v)    The number of shares of Common Stock outstanding at
                          any given time shall not include shares owned or held
                          by or for the account of the Company, provided that
                          such shares are neither issued, sold or otherwise
                          distributed by the Company,

               (c) If the purchase or exercise price provided for in any right
or option referred to in Section 5.5(b)(i), or the rate at which any Convertible
Securities referred to in Section 5.5(b)(i) or (ii) shall be convertible into or
exchangeable for Common Stock, shall change or a different purchase or exercise
price or rate shall become effective at any time or from time to time, then,
upon such change becoming effective, the Exercise Price then in effect hereunder
shall forthwith be increased or decreased to such Exercise Price as would have
been in effect had the adjustments made upon the granting or issuance of such
rights or options or Convertible Securities been made upon the basis of (i) the
issuance of the number of shares of Common Stock theretofore actually delivered
upon the exercise of such options or rights or upon the conversion or exchange
of such Convertible Securities consideration received therefor and (ii) the
granting or issuance at the time of such change of any such options, rights or
Convertible Securities then still outstanding for the consideration, if any,
received by the Company therefor and to be received on the basis of such changed
price.

               (d) The Company shall not be required to make any adjustment to
the Exercise Price in the case of:

                   (i)    options or shares granted or issued pursuant to any
                          employee incentive plan approved by the Company's
                          Board of Directors as of the date hereof, including,
                          without limitation, options currently outstanding or
                          granted in the future under the





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                          Company's 1996 Employee Stock Purchase Plan, 1996
                          Directors Stock Option Plan or 1996 Equity Incentive
                          Plan.

                   (ii)   the issuance of shares of Common Stock pursuant to the
                          exercise of any warrants or conversion of any
                          convertible notes outstanding on the date hereof;

                   (iii)  the issuance of shares of Common Stock pursuant to the
                          Common Stock and Warrant Purchase Agreement between
                          the Company and the original holder of this Warrant;
                          and

                   (iv)   the issuance of shares of Common Stock upon the
                          exercise of any of the Warrants.


               (e) Whenever the Exercise Price payable upon exercise of this
Warrant shall be adjusted pursuant to this Section 5.5, the number of shares
purchasable upon exercise hereof simultaneously shall be adjusted by multiplying
the number of shares issuable immediately prior to such adjustment by the
Exercise Price in effect immediately prior to such adjustment and dividing the
product so obtained by the Exercise Price, as adjusted.

           5.6 Certificate as to Adjustments. In case of any adjustment or
readjustment in the number, price or kind of securities issuable on the exercise
of this Warrant, the Company will promptly give written notice thereof to the
holder of this Warrant in the form of a certificate, setting forth such
adjustment or readjustment and showing in reasonable detail the facts upon which
such adjustment or readjustment is based.

        6. Impairment. The Company will not, by amendment of its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock receivable on the
exercise of this Warrant above the amount payable therefor on such exercise, (b)
will at all times reserve and keep available a number of its authorized shares
of Common Stock, free from all preemptive rights therein, which will be
sufficient to permit the exercise of this Warrant, and (c) shall take all such
action as may be necessary or appropriate in order that all shares of Common
Stock as may be issued pursuant to the exercise of this Warrant will, upon
issuance, be duly and validly issued, fully paid and nonassessable and free from
all taxes, liens and charges with respect to the issue thereof.

        7. Replacement of Warrants. On receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such





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mutilation, on surrender and cancellation of such Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

        8. Transfer. Subject to the transfer conditions referred to in the
legend endorsed hereon, this Warrant and all rights hereunder are transferable,
in whole or in part, without charge to the holder hereof upon surrender of this
Warrant with a properly executed assignment (in the form annexed hereto) at the
principal office of the Company. Upon any partial transfer, the Company will at
its expense issue and deliver to the holder hereof a new Warrant of like tenor,
in the name of the holder hereof, which shall be exercisable for such number of
shares of Common Stock which were not so transferred.

        9. No Rights or Liability as a Shareholder. This Warrant does not
entitle the holder hereof to any voting rights or other rights as a shareholder
of the Company. No provisions hereof, in the absence of affirmative action by
the holder hereof to purchase Common Stock, and no enumeration herein of the
rights or privileges of the holder hereof shall give rise to any liability of
such holder as a shareholder of the Company.

        10. Notices.

            (a) Prior to any merger, consolidation, sale of all or substantially
all of the Company's assets, or any taking by the Company of a record of the
holders of any class of securities of the Company for the purpose of determining
the holders thereof who are entitled to receive any dividend (excluding cash
dividends paid or payable solely out of retained earnings), or other
distribution, the Company will provide to the holder of this Warrant at least
twenty (20) days prior to the closing of such event or the earliest record date
specified therein, a notice specifying:

                (i) The date on which any such record is to be taken for the
purpose of such dividend or distribution, and the amount and character of such
dividend or distribution; or

                (ii) The expected closing date of any merger, consolidation or
sale of assets, and that upon the closing of such event, this Warrant will
automatically expire if not previously exercised.

            (b) All notices referred to in this Warrant shall be in writing and
shall be delivered personally or by certified or registered mail, return receipt
requested, postage prepaid or by Federal Express or other recognized express
courier and will be deemed to have been given when so delivered or mailed (i) to
the Company, at its principal executive offices and (ii) to the holder of this
Warrant, at such holder's address as it appears in the records of the Company
(unless otherwise indicated by such holder).

        11. Amendment. This Warrant is one of a series of Warrants providing for
the purchase, in the aggregate, of up to 350,000 shares of the Company's Common
Stock (the "Warrant Series"). The provisions of this Warrant may be amended
and/or waived, either prospectively or retroactively, with the written approval
of the Company and the holder(s) of Warrant(s) to purchase a majority of the
shares of Common Stock purchasable upon exercise of





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all of the outstanding Warrants in the Warrant Series. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each holder of
any of the Warrants at the time outstanding and the Company. The Warrant(s) may
only be amended in writing.

        12. Miscellaneous. This Warrant is being delivered in the State of New
York and shall be governed by and construed and enforced in accordance with the
internal laws of the State of New York (without reference to any principles of
the conflicts of laws). The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.

        13. Entire Agreement. This Warrant, together with all attachments
hereto, constitutes the entire understanding and agreement of the Company and
the holder of this Warrant with respect to the subject matter hereof and
supersedes all prior understandings and agreements with respect to such matters.



Dated:  December 28, 1998               VERSANT CORPORATION


                                        By: ____________________________________

                                        Name: __________________________________

                                        Title: _________________________________















                           [SIGNATURE PAGE TO WARRANT]





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<PAGE>   11



                             ATTACHMENT A TO WARRANT

                              FORM OF SUBSCRIPTION

                   (To be signed only on exercise of Warrant)


To:     VERSANT CORPORATION

        The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase rights represented by such Warrant for, and to
purchase thereunder, ___________* shares of Common Stock of VERSANT CORPORATION,
and herewith makes payment of $___________ therefor, and requests that the
certificates for such shares be issued in the name of, and delivered to _______
_______________________ , whose address is ____________________________________.


                                     ___________________________________________
                                     (Signature  must conform in all respects to
                                     name of holder as  specified on the face of
                                     the Warrant)


                                     ___________________________________________
                                              (Print Warrantholder Name)

                                     ___________________________________________

                                     ___________________________________________
                                                       (Address)

Dated: 

__________________

* Insert here the number of shares as to which the Warrant is being exercised.














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<PAGE>   12



                             ATTACHMENT B TO WARRANT

                               FORM OF ASSIGNMENT

                   (To be signed only on transfer of Warrant)



        For value received, the undersigned hereby sells, assigns, and transfers
unto ______________ the right represented by the within Warrant to purchase
shares of Common Stock of VERSANT CORPORATION, to which the within Warrant
relates, and appoints __________________________ Attorney to transfer such right
on the books of _________________________ with full power of substitution in the
premises.


                                     ___________________________________________
                                     (Signature  must conform in all respects to
                                     name of holder as  specified on the face of
                                     the Warrant)


                                     ___________________________________________
                                              (Print Warrantholder Name)

                                     ___________________________________________

                                     ___________________________________________
                                                       (Address)

Dated: ________________









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