Exhibit 10.28



BORLAND SOFTWARE CORPORATION



CODE OF ETHICAL BUSINESS CONDUCT FOR CHIEF EXECUTIVE AND

SENIOR FINANCIAL OFFICERS (SENIOR OFFICERS)



I,
, attest and certify that to the best of my knowledge,
I have engaged in no activity that would be in violation of the Borland Code of Ethical Business Conduct for Senior Officers.



I have received and read the Code of Ethical Business Conduct for Senior Officers, and I understand its contents. I agree to comply fully with the
standards contained in this Code of Ethical Business Conduct for Senior Officers and the Companys related policies and procedures. I understand that I have an obligation to report to the General Counsel and/or the Chairman of the Audit
Committee of the Board of Directors any suspected violations of the Code of Ethical Business Conduct for Senior Officers.



Dated March , 2003



Signature





Print Name





Employee Number





To be signed and returned, either via hand or fax, no later than March 25, 2003 to:



Keith E. Gottfried

Senior Vice President  Law and Corporate Affairs

General Counsel, Corporate Secretary, and Chief Legal
Officer

Borland Software Corporation

100 Enterprise Way

Scotts Valley, CA 95066-3249



Fax: 831-431-4171

Tel: 831-431-4643



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Code of Ethical Business Conduct

For Chief Executive and Senior

Financial Officers

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LOGO















































March 2003





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Code of
Ethical Business Conduct

For Chief Executive and Senior Financial Officers

Updated March 2003





Generally



Borland is committed to conducting our business in accordance with applicable laws, rules and regulations and the highest
standards of business ethics and to full and accurate financial disclosure in compliance with applicable laws, rules and regulations. This Code of Ethical Business Conduct, applicable to Borlands Chief Executive Officer, Chief Financial
Officer and World Wide Controller (or persons performing similar functions) (together, Senior Officers), sets forth specific policies to guide you in the performance of your duties.



As a Senior Officer, you must not only comply with applicable laws, rules and
regulations. You also have a responsibility to conduct yourself in an honest and ethical manner; and you have leadership responsibilities that include creating a culture of high ethical standards and commitment to compliance, maintaining a work
environment that encourages employees to raise concerns, and promptly addressing employee compliance concerns.



The Companys Code of Ethical Business Conduct, which this Code of Ethics is intended to supplement, sets forth the fundamental principles and key policies and procedures that govern the conduct
of all of us in our business. You are bound by the requirements and standards set forth in the Borland Code of Ethical Business Conduct, as well as those set forth in this Code of Ethics and other applicable policies and procedures.





Compliance with Laws, Rules and Regulations



The foundation on which Borlands ethical standards are built is obeying the law. We respect and obey the laws of the cities, states and countries where we operate. Although not everyone is expected to know the details of those
laws, it is important for us to know enough to determine when we must get advice from a higher authority. Borland demands not only legal compliance but also responsible and ethical behavior. You are required to comply with all applicable laws, rules
and regulations governing the conduct of our business and to report any suspected violations of all applicable laws, rules and regulations to either the General Counsel and/or the Chairman of the Audit Committee.





Fraud, Theft, Bribery and Similar Conduct



Any act that involves theft, fraud, embezzlement, or misappropriation of any property, including that of the company or any of its employees, suppliers or customers, is prohibited.



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Offering or accepting
kickbacks or bribes are forbidden. They subvert competition and corrupt those involved.





Auditors



Fraudulently influencing, misleading, coercing or manipulating the auditor of Borlands financial statements for the purpose of rendering those
financial statements materially misleading is prohibited.





Revenue Recognition



Senior Officers must ensure that all revenue transactions are completed, to the best of the Senior Officers knowledge, in accordance with
Borlands revenue recognition policy



All sales contracts
must be executed by an authorized official of the customer on or prior to the final day of the applicable quarter.



All commitments or representations made to customers or potential customers must be included in the final contract with the customer or related
documentation submitted with customer orders. Employees must not make any commitments to the customer, verbally or in writing, that have not been documented in the agreement or order documentation submitted to the Borland finance and/or legal
departments.



Side-letters or kickbacks with customers or
potential customers are prohibited.





Disclosures



As a public company, Borland is required to file various periodic and other reports with the Securities and Exchange Commission (SEC). It is Borland policy to make full, fair, accurate, timely and understandable disclosure in
compliance with all applicable laws and regulations in all reports and documents that Borland files with, or submits to, the SEC and in all other public communications made by Borland. As a Senior Officer, you are required to promote compliance with
this policy and to abide by all Borland standards, policies and procedures designed to promote compliance with this policy.





Accurate Record Keeping



While only a few of us are responsible for maintaining accounting records,
many employees help keep or contribute to Borlands records. Every employee is responsible for maintaining accurate and complete records, including providing accurate and complete information to the accounting and the finance departments. No
false, misleading or artificial entries may be made on, or be provided for entry on, Borlands books and records. No funds or assets may be maintained by Borland for any illegal or improper purposes. All transactions must be fully and
completely documented and recorded in Borlands accounting



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records. It is against Borland policy to make entries that intentionally conceal or disguise the true
nature of any transaction.





Conflicts of Interest



It is the policy of Borland that you should avoid transactions, commitments, and other activities which are not in Borlands best interest or which could involve an actual, or the appearance of a, conflict between your interests
and those of Borland.



It is not possible to define all
situations that could involve a conflict of interest; in most instances, however, normal judgment should be sufficient to evaluate a situation.



A conflict of interest exists when your loyalties are divided between Borlands interests and your own interests, those of your family, or those of a
customer, supplier or competitor. You are expected to avoid both the fact and appearance of conflicts of interest.



The prohibition against acting in a dual capacity in transacting Borland business, and from acquiring interests adverse to Borland, is applicable
irrespective of your intentions and without regard to whether the action caused, or has the potential to cause, injury to Borland.



The following is presented as a guide in determining circumstances that might create conflicts of interest; they are not intended, however, to cover all
possible situations.



| |  |  | Conducting Borland company business with an immediate family member.
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| |  |  | Representing Borland in any transaction if your personal interests might affect your ability to represent Borlands interests fairly and impartially. You must
not knowingly or voluntarily permit yourself to be placed in a position where your interests may become adverse to Borlands. You must not allow personal relationships with current or prospective customers or suppliers to influence business
decisions.
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| |  |  | Investment by you or a member of your immediate family in a customer, supplier, or competitor (or any company/partnership affiliated with a customer, supplier, or
competitor) of Borland is prohibited if you have or would have the opportunity to influence business transactions between Borland and the customer, supplier, or competitor. Passive investments in publicly traded companies shall not be a violation if
you or a member of your immediate family owns less than 1% of such companys outstanding stock.
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| |  |  | You must not take for yourself nor direct to others any existing business nor any opportunities for prospective business which could be considered by Borland;
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| |  |  | You must not speculate or deal in materials, supplies, equipment or products which Borland buys or sells, or in property rights in which Borland may be interested;
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| |  |  | Solicitation or acceptance by you or a member of your immediate family of any personal loan or guarantee from a customer, supplier or competitor.
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Before acting in a manner that creates or appears
to create a conflict of interest, you must make full disclosure to and obtain written approval of the General Counsel and/or the Audit Committee.





Compliance with the Code.



If you have questions about this Code of Ethical Business Conduct for Senior
Officers, you should seek guidance from the General Counsel. If you know of or suspect a violation of applicable laws or regulations or this Code of Ethical Business Conduct for Senior Officers, you must immediately report that information to the
General Counsel and/or to the Chairman of the Audit Committee of the Board of Directors.No one will be subject to retaliation because of a good faith report of a suspected violation.





Policy Violations



You must understand
and comply with Borlands Code of Ethical Business Conduct for Senior Officers. Violations of this Code of Ethical Business Conduct for Senior Officers will not be tolerated and will result in discipline, up to and including discharge.





Waivers



Waivers of the Code of Ethical
Business Conduct for Senior Officers must be disclosed to all Executive Officers and Directors. Waivers to this policy may only be granted by the non-employee members of the Borland Board of Directors. The Securities and Exchange Commission requires
all waivers to be disclosed publicly.





No Rights Created



This Code of Ethical Business Conduct is a statement of certain fundamental principles, policies and procedures that govern the Companys Senior
Officers in the conduct of the Companys business. It is not intended to and does not create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity.