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                                                                   EXHIBIT 10.22

July 29, 1999

JoAnne Butler

Dear JoAnne,

     On behalf of INPRISE Corporation, I am pleased to offer you the position of
Vice President and General Counsel of the company.  In such position you will
report to Dale Fuller, CEO, and your office will be located in our Scotts Valley
headquarters.  Your start date in this position was April 12, 1999.

     Base Salary.  Your initial base salary will be $190,000 per year ($15,833
per month), payable at the same frequency as payroll is distributed to other
INPRISE employees.

     Performance Bonus.  You shall be eligible for an annual bonus based upon a
target bonus of $76,000.  All or part of the bonus shall be payable based upon
performance criteria and metrics to be agreed among yourself and Dale Fuller and
subject to the approval of the Organization and Compensation Committee of the
Board.  Bonuses shall be determined and paid in accordance with INPRISE's
executive bonus program, which currently calls for bonuses to be paid quarterly.

     Qptions.  I am also pleased to confirm that you were granted options for
the purchase of 176,500 shares of the company's Common Stock.  The exercise
price is equal to the fair market value of INPRISE's common stock as of the date
of the Board of Director's Meeting held April 27, 1999.  The options are subject
to the standard terms and conditions of INPRISE's stock option plans, including
four year vesting, with one quarter of the shares vesting after one year and the
remaining shares vesting daily over the following three years.  Notwithstanding
the foregoing, in the event the company is acquired or is subject to a change in
control, the vesting of the option will be accelerated and the option shall be
exercisable in full.  For these purposes an "acquisition of the company" shall
mean a merger or other transaction in which the company or substantially all of
its assets is sold or merged and as a result of such transaction, the holders of
the company's common stock prior to such transaction do not own or control a
majority of the outstanding shares of the successor corporation and a "change in
control" shall mean the election of nominees constituting a majority of the
Company's Board of Directors of the company which nominees were not approved by
a majority of the Company's Board of Directors prior to such election or the
acquisition by a third party of twenty percent (20%) or more of the company's
outstanding shares which acquisition was without the approval of a majority of
the Board of Directors of the company in office prior to such acquisition.

    Benefits.  You will be eligible to participate in INPRISE's fringe benefits
program as of your first day of full time work (subject to standard plan waiting
periods, if applicable).  These benefits include, but are not limited to,
medical and dental insurance, 401(k) plan and vacation and will be further
explained upon reporting for work.

    Confidentiality.  INPRISE is very impressed with the skills and experience
that you will bring to us and we hope that you will consider this offer
carefully.  Should you accept this offer, I would like to remind you that it is
INPRISE's policy to avoid situations where information or materials might come
into our hands that are considered proprietary by individuals or companies other
than INPRISE.  Indeed, as a condition of
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employment, you will be required to sign an agreement not to expose either you
or us to legal liability by divulging trade secrets or confidential information
of any employer. We are interested in employing you because of your skills and
abilities, not because of any trade secrets you may have learned elsewhere.
Thus, it is important that you take care not to bring, even inadvertently, any
books, drawings, notes, materials, etc., except your personal effects as you
leave your current employer.

     Termination.  As with all employment at INPRISE, your employment is
considered "at will".  That means that both you and INPRISE have the right to
terminate employment at any time with or without advance notice, and with or
without cause.  Notwithstanding the foregoing, if the company terminates your
employment for other than cause or there is a constructive termination, the
company agrees that you will be entitled to a severance payment equal to 12
months of base salary.  The foregoing severance benefits are net of any benefits
you are entitled to under law or otherwise.

    For purposes of this Agreement, termination for "cause" shall mean
termination of your employment relationship with INPRISE for any of the
following reasons: (i) your engaging in an act of theft, embezzlement,
misappropriation of funds or property, or fraud against, or with respect to the
business of INPRISE; (11) a willful breach by you of any material term of this
Agreement and, if such breach is capable of being cured, the failure by you to
cure such breach within thirty (30) days of written notice of such breach; (111)
if you are convicted of a felony that materially impairs your performance of
duties for INPRISE; or (iv) as a result of your reckless or willful misconduct,
you commit any act that causes, or knowingly fails to take reasonable and
appropriate action to prevent, any material injury to the financial condition or
business reputation of INPRISE.

    "Constructive termination" shall mean any one or more of the following: (1)
without your express written consent, the relocation of the principal place of
your employment to a location that is more than fifty (50) miles from the
company's current headquarters; (ii) any failure by INPRISE to pay, or any
material reduction by INPRISE of, your base salary or benefits (unless
reductions comparable in amount and duration are concurrently made for all other
employees of INPRISE with responsibilities, organizational level and title
comparable to yours) or (iii) a material diminution of your responsibilities.

     In the event of any dispute or claim relating to or arising out of your
employment relationship with INPRISE, this agreement, or the termination of your
employment with INPRISE for any reason (including, but not limited to, any
claims of breach of contract, wrongful termination or age, sex, race, national
origin, disability or other discrimination or harassment), you and INPRISE agree
that all such disputes shall be fully, finally and exclusively resolved by
binding arbitration conducted by the American Arbitration Association in Santa
Clara County, California.  You and INPRISE hereby waive that this arbitration
provision shall not apply to any disputes or claims relating to or arising out
of the actual or alleged misuse or misappropriation of INPRISE's property,
including, but not limited to, its trade secrets or proprietary information.
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     This agreement, the confidentiality and stock option agreements referred to
above constitute the entire agreement between you and INPRISE regarding the
terms and conditions of your employment, and they supersede all prior
negotiations, representations or agreements between you and INPRISE.  The
provisions of this agreement regarding "at will" employment and arbitration may
only be modified by a document signed by you and the President of INPRISE.

     We are very excited about you joining us.  Please take the time to review
this letter and, if appropriate, to sign and return a copy to me.  We all look
forward to a mutually beneficial relationship and in the meantime, should you
have any questions, please do not hesitate to contact me at any time.

Sincerely,

INPRISE CORPORATION

/s/ Dale Fuller
Chief Executive Officer


AGREED AND ACCEPTED:

/s/ JoAnne M. Butler

Date:  August 9, 1999