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                                                                   Exhibit 10.55

                                  [GUPTA LOGO]

                                 January 1, 2005

Mr. Jeffrey Bailey
Gupta Technologies, LLC
975 Island Drive
Redwood Shores, California 94065

Dear Jeff:

      Reference is made to that certain letter dated August 4, 2004 (the
"Letter") from Gupta Technologies, LLC ("Gupta") to you regarding a Change of
Control of Gupta. Capitalized terms not otherwise defined in this letter shall
have the meanings given to such terms in the Letter.

      The Letter is hereby modified by extending the date set forth in paragraph
one thereof to January 31,2005.

      Except as specifically modified by this letter, the Letter is, in all
respects, confirmed, ratified and approved.

                                           Very truly yours,

                                           GUPTA TECHNOLOGIES, LLC

                                           /s/ Eva M. Kalawski
                                           --------------------------------
                                           Eva M. Kalawski
                                           Vice president and Secretary

Accepted and Agreed to:

/s/ Jeffrey Bailey
-----------------------
Jeffrey Bailey

Gupta Bonus Extension 1-1-05

     Gupta Technologies, LLC - 975 Island Drive, Redwood Shores, CA 94065 -
             P 650.596.3400 F 65.596.4690 - www.guptaworldwide.com
<PAGE>


                                  [GUPTA LOGO]

                                 August 4, 2004

Mr. Jeffrey Bailey
Gupta Technologies, LLC
975 Island Drive
Redwood Shores, California 94065

Dear Jeff:

      In order to provide you with an incentive for your continued cooperation
in the process of selling Gupta Technologies, LLC ("Gupta"), Gupta hereby agrees
as follows:

      1.    Change of Control. In the event that on or before December 31, 2004,
Platinum Equity, LLC or its affiliates ("Platinum") sell more than 50% of the
ownership interests or assets of Gupta, to an unaffiliated entity, other than
through a management buy out (a "Change of Control"), and provided that you
satisfy the requirements set forth in Section 3 of this letter, you will be
entitled to receive three percent (3%) of the amount by which the Net Sale Price
exceeds $12,000,000, payable as set forth in this letter.

      2.    Definitions.

      2.1   "Closing Bonus" shall mean that portion of the Closing Consideration
            payable to you hereunder.

      2.2   "Closing Consideration" shall mean that portion of the Net Sale
            Price received by Platinum in the form of cash at closing.

      2.3   "Net Sale Price" shall mean the total of all consideration received
            by Platinum in connection with the Change of Control, net of all
            costs and expenses incurred by Platinum and net of any purchase
            price adjustments, and is comprised of two components: the Closing
            Consideration and the Supplemental Consideration.

      2.4   "Payment Date" shall mean each date upon which an installment of the
            Sale Bonus is payable to you under the terms of this letter.

      2.5   "Release Date" shall mean the date upon which Platinum has the
            unrestricted ability to sell or otherwise transfer the Supplemental
            Consideration in question; provided, however, that in the case of
            non-marketable securities, the Release Date shall be the date upon
            which Platinum sells such securities.

      2.6   "Sale Bonus" shall mean the total amount payable to you under the
            terms of this letter and is comprised of two components: the Closing
            Bonus and the Supplemental Bonus, if any.

      2.7   "Supplemental Bonus" shall mean that portion of the Supplemental
            Consideration, if any, payable to you hereunder.

      2.8   "Supplemental Consideration" shall mean that portion of the Net Sale
            Price, other than the Closing Consideration, received by Platinum,
            and includes cash payments received after closing, royalties and
            other forms of contingent payments, and all forms of non-cash
            consideration. In the event all or a portion of the Supplemental
            Consideration is in the form of securities, the Supplemental Bonus
            payable to you will be calculated using the following values: (a) in
            the case of marketable securities, the market value of such
            securities upon the Release Date, and (b) in the case of non-
            marketable securities, the price at which Platinum sells such
            securities.

      3.    Payment.

      3.1   The Base Bonus, if any, shall be payable in three equal
            installments. The first Payment Date, on which you shall be entitled
            to receive 50% of the Base Bonus, shall be the effective date of the
            Change of Control (the "Effective Date"), the second Payment Date,
            on which you shall be entitled to receive 25% of the Base Bonus,
            shall be 180 days after the Effective Date, and the third

     Gupta Technologies, LLC - 975 Island Drive, Redwood Shores, CA 94065 -
             P 650.596.3400 F 65.596.4690 - www.guptaworldwide.com
<PAGE>

Mr. Jeffrey Bailey
August 4, 2004
Page 2

            Payment Date, on which you shall be entitled to receive 25% of the
            Base Bonus, shall be on the first anniversary of the Effective Date.

      3.2   The Supplemental Bonus, if any, shall be payable when and as
            Platinum receives the Supplemental Consideration and shall be paid
            upon the latter of: (a) thirty (30) days following the corresponding
            Release Date, and (b) the dates such payments would be made if paid
            pursuant to the schedule set forth in Section 3.1 above.
            Notwithstanding the foregoing, there shall be no payment made with
            respect to any Supplemental Consideration that is in the form of
            non- marketable securities if such securities are sold by Platinum
            more than two (2) years following the Effective Date.

      3.3   Each installment of the Sale Bonus shall (a) be subject to and
            reduced by all necessary and appropriate withholdings and
            deductions, and (b) except as otherwise provided in Section 4 below,
            require that you be in Gupta's employ on each Payment Date in order
            to receive the corresponding installment.

      4.    Terminations and Transfers. As stated in Section 3 above, you must
be in Gupta's employ on each Payment Date in order to receive the corresponding
installment. Notwithstanding the foregoing, in the event that you are in Gupta's
employ on the first Payment Date, but not on any subsequent Payment Date because
either (1) your employment is terminated by Gupta without Cause (hereinafter
defined), or (2) you terminate your employment for Good Reason (hereinafter
defined), you shall be paid the remaining installments of the Base Bonus upon
the Termination Date and the remaining installments of the Supplemental Bonus in
accordance with the schedule set forth in Section 3.2. For purposes of this
Section 4, the term "Cause" shall mean (a) any action on your part which
constitutes willful dishonesty or deliberate injury to Gupta or any of its
affiliates, (b) any criminal conduct on your part, or (c) a violation of or
other failure by you to perform your obligations or responsibilities while
employed by Gupta or any of its affiliates; the term "Good Reason" shall mean
either (a) a reduction in your base salary, or (b) the assignment to you of a
position with levels of responsibility that are substantially less than those of
your position immediately prior to the effective date of the Change of Control;
the term "Termination Date" shall mean the effective date of the termination of
your employment pursuant to clauses (1) or (2) of this Section 4.

      5.    General. You acknowledge and agree that nothing contained in this
letter shall be construed to create or imply the creation of a contract of
employment between you and either Platinum or Gupta. This agreement supersedes
any prior agreements between you and either Platinum, Gupta, or any of their
respective affiliates concerning the subject matter of this letter.

                                               Very truly yours,

                                               GUPTA TECHNOLOGIES,LLC

                                               /s/ Eva M. Kalawski
                                               ---------------------------------
                                               Eva M. Kalawski
                                               Vice President and Secretary

Accepted and Agreed to:

/S/ Jeffrey Bailey
-------------------------
Jeffrey Bailey

                                                      Gupta Bonus Letter FINAL 2