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                                                                   Exhibit 10.59

[GUPTA LOGO]

                               ADDENDUM NUMBER ONE
                                     TO THE
                  PREMIUM INTERNATIONAL DISTRIBUTION AGREEMENT
                                 BY AND BETWEEN
                             GUPTA TECHNOLOGIES, LLC
                                    ("GUPTA")
                                       AND
                                   SPHINX CST
                                 ("DISTRIBUTOR")

This Addendum Number One (the "Addendum") is made to the Premium International
Distribution Agreement effective October 1, 2003 and marked with the GUPTA
Agreement number indicated above (collectively referred to herein as the
"Agreement") by and between GUPTA TECHNOLOGIES, LLC, a Delaware limited
liability company with offices at 975 Island Drive, Redwood Shores, CA, 94065,
USA ("GUPTA"), and SPHINX CST, a company formed under the laws of the United
Kingdom with offices at Woodside House, Osier Drive, Sherwood Park, Nottingham,
NG15 0DS, England ("Distributor"). This Addendum supplements the General Terms
and Conditions ("GTCs") of the Agreement. All terms defined in the GTCs have the
meanings set forth therein. This Addendum is issued under and governed by the
terms and conditions of the Premium International Distribution Agreement
referenced above and shall be binding upon GUPTA and the Distributor named
above.

WHEREAS, GUPTA and Distributor have agreed to modify the terms and conditions of
the Agreement via this Addendum; and

NOW, THEREFORE, GUPTA and Distributor agree, as follows:

1.    Conflicts, Use of Terms: Where applicable, the defined terms in the
      Agreement and in this Addendum shall convey the same meanings. The terms
      and conditions contained in this Addendum are hereby incorporated into the
      Agreement by reference made herein. Notwithstanding the foregoing, in the
      event of conflict between the terms and conditions of the Agreement and
      this Addendum, the terms and conditions of this Addendum shall prevail.

2.    Term of this Addendum: October 1, 2004 ("Effective Date") to September 30,
      2005

3.    Revised Minimum Revenue Commitment for Year 2: As of the Effective Date of
      this Addendum, the "Minimum revenue delivered to GUPTA" for Year 2, as set
      forth in Exhibit A to the Agreement, is hereby deleted in its entirety and
      replaced with the following: (pound)1,125,000 (One million one hundred
      twenty-five thousand United Kingdom Pounds).

4.    Annual Enrollment Fee: Section 1.2 ("Enrollment Fee") of the Agreement is
      hereby deleted in its entirety and replaced with the following:

        1.2 Annual Enrollment Fee.

        Upon execution of this Agreement, and on each annual anniversary of the
        Effective Date of the Agreement, DISTRIBUTOR shall pay to GUPTA a
        nonrefundable annual fee (the "Annual Enrollment Fee") of (pound)3,300
        (Three thousand three hundred United Kingdom Pounds). The Annual
        Enrollment Fee covers the costs of training, unlimited internal use of
        the Products solely for purposes related to this Agreement, and external
        usage for demonstration purposes related to this Agreement.

      As of the Effective Date of this Addendum, the Annual Enrollment Fee of
      (pound)3,300 (Three thousand three hundred United Kingdom Pounds) is
      immediately due and payable to GUPTA and will be paid by Distributor no
      later than net thirty (30) days from GUPTA's purchase order date.

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5.    Stock Rotation Provision: The following provision is added to the
      Agreement as Section 15.13 GTC:

            15.13 STOCK ROTATION.

                15.13.1 At any time during the first 30 (thirty) days
                        following the end of GUPTA's fiscal quarter during the
                        Term of the Agreement, DISTRIBUTOR may return for credit
                        an amount of Products with an original purchase price
                        not in excess of ten percent (10%) of the aggregate
                        purchase price of all DISTRIBUTOR's purchases during the
                        preceding 90 (ninety) days, one calendar quarter. Any
                        Product(s) to be returned by Distributor must be new,
                        unused, and in original unopened packaging.

                15.13.2 When DISTRIBUTOR requests a stock rotation, it will
                        submit to GUPTA a list indicating the quantity and part
                        number of the Product(s), limited to current version or
                        immediately previous Product release only. Stock
                        rotation requests must be (i) submitted within 90
                        (ninety) days from the original Product invoice date,
                        and (ii) accompanied by an Order for Products with an
                        aggregate purchase price equal to or greater than the
                        credit DISTRIBUTOR is to receive for such return. Upon
                        receiving such list and related Order for Products,
                        GUPTA will issue to Distributor a Return Material
                        Authorization ("RMA") number for the return of the
                        Product(s) on the list and will process the related
                        Order for Products. All transportation costs (and
                        duties) for the returned Products shall be paid by
                        DISTRIBUTOR.

6.    Assignment: Distributor hereby acknowledges that, effective as of October
      1, 2004, Gupta Technologies GmbH has assigned all rights, duties and
      obligations under this agreement to its parent, Gupta Technologies, LLC.
      At all times the term "Gupta Technologies GmbH" and "GUPTA" as found in
      the Agreement modified by this Addendum shall be taken to refer to "Gupta
      Technologies, LLC". Distributor hereby acknowledges that Gupta
      Technologies, LLC is the successor in interest to Gupta Technologies,
      GmbH.

7.    No Other Modifications: Other than as provided in this Addendum above, the
      terms and conditions of the Agreement remain unchanged and in full force
      and effect.

IN WITNESS WHEREOF the parties have caused this Addendum to be duly executed and
effective as of the Effective Date set forth above.

SPHINX CST ("DISTRIBUTOR"):                   GUPTA TECHNOLOGIES, LLC ("GUPTA"):

Signature:_____________________________       Signature:________________________
Name:__________________________________       Name: Jeff Bailey
Title:_________________________________       Title: President and CEO
Date:__________________________________       Date:_____________________________

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[GUPTA LOGO]

                                     PREMIUM
                       INTERNATIONAL DISTRIBUTION AGREEMENT

This Agreement ("Agreement") is made this 1st day of October, 2003 ("Effective
Date") between GUPTA TECHNOLOGIES GMBH, a company formed under the laws of
Germany with offices at Riesstrasse 15-17, D-80992 Munich, Germany ("GUPTA"),
and SPHINX CST, a company formed under the laws of the United Kingdom with
offices at Woodside House, Osier Drive, Sherwood Park, Nottingham, NG15 0DS,
England ("DISTRIBUTOR"), and is as follows:

                                 1. APPOINTMENT

1.1. APPOINTMENT AS DISTRIBUTOR.

1.1.1. APPOINTMENT.

GUPTA hereby appoints DISTRIBUTOR as an authorized distributor of GUPTA's
commercially available software (the "Products"), Gupta License Services ("GLS")
and other services (such GLS and other authorized services to be the "Services")
in the territory specified in Exhibit A ("Territory"), as further described
herein. DISTRIBUTOR hereby accepts such appointment. DISTRIBUTOR's appointment
means that GUPTA has granted DISTRIBUTOR the non-exclusive and non-transferable
right to (a) authorize third party resellers ("VARs") to market and distribute
one or more of the Products in object code form only, and sell the Services, in
accordance with this Agreement, to end users ("End Users") for their internal
business use in the Territory; (b) operate a GUPTA authorized technical support
("ASC") center in accordance with the Authorized Support Center Addendum, if
included, and (c) operate a GUPTA authorized training ("ATC") center in
accordance with the Authorized Training Center Addendum, if included.
DISTRIBUTOR shall prohibit VARs from soliciting End Users outside of the
Territory; provided, however, if the Territory is a member state of the European
Community ("EC") then VAR may fill any unsolicited order for Products and
Services received from an End User within any member state of the EC. Under no
circumstances shall VAR be permitted to fill any order for the Products and
Services from outside the EC. DISTRIBUTOR shall not distribute the Products and
Services to End Users unless authorized in writing by GUPTA.

1.1.2 ACTIVITIES BY GUPTA.

DISTRIBUTOR's appointment hereunder is non-exclusive as to all persons,
including GUPTA, its affiliates, and their respective licensors, distributors
and agents, and such parties may, directly or indirectly, sell, license, or
otherwise make the Products and Services available within the Territory. Unless
otherwise expressly agreed to in writing, no compensation shall be payable to
DISTRIBUTOR with respect to any such transactions.

1.2.  ENROLLMENT FEE.

Upon execution of this Agreement, DISTRIBUTOR shall pay to GUPTA a nonrefundable
fee (the "Enrollment Fee") in the amount specified on Exhibit A. The Enrollment
Fee covers the cost of training, unlimited internal use of the Products solely
for purposes related to this Agreement and external usage for demonstration
purposes related to this Agreement.

1.3.  QUALIFIED EMPLOYEES; TRAINING.

DISTRIBUTOR shall at all times employ at least one person who has successfully
completed GUPTA's reseller training program and at least one person to fulfill
the obligation to provide Services and training pursuant to Exhibits C and D.
Training will be held at GUPTA's offices in Redwood Shores, California or as
specified otherwise. GUPTA will supply classroom materials. DISTRIBUTOR shall
bear all costs of attending the training sessions, including transportation,
food, and lodging.

1.4.  CROSS-LINKS ON WEBSITE.

Upon successful completion of the training program referenced in Section 1.3,
GUPTA shall identify DISTRIBUTOR as a distributor on GUPTA's website and shall
provide a link to DISTRIBUTOR's website that is as prominent as the links to
other distributors and or resellers on GUPTA's website. DISTRIBUTOR shall at the
same time identify GUPTA as a vendor on DISTRIBUTOR's website and shall provide
a link to GUPTA's website that is as prominent as the links to other vendors on
DISTRIBUTOR's website. The home page of the website of each party shall visibly
display the required link or a single link to another page that contains the
required link.

1.5.  OTHER SOURCES OF REVENUE.

DISTRIBUTOR represents and warrants to GUPTA that DISTRIBUTOR does not expect
more than forty percent (40%) of DISTRIBUTOR's future gross sales to derive from
the resale of GUPTA Products and Services.

1.6.  RELATIONSHIP OF DISTRIBUTOR TO GUPTA.

DISTRIBUTOR is an independent contractor with respect to GUPTA. DISTRIBUTOR is
not a joint venture, agent, employer, or employee of GUPTA. All obligations
associated with DISTRIBUTOR's business are the sole responsibility of
DISTRIBUTOR. DISTRIBUTOR shall have no authority to act for or bind GUPTA in any
manner not specified in this Agreement.

                          2. OBLIGATIONS OF DISTRIBUTOR

2.1   QUOTAS; MINIMUM REVENUE COMMITMENTS.

During each calendar year of this Agreement, DISTRIBUTOR shall, through the
activities of its VARs, achieve each of the applicable Minimum Revenue
Commitments specified in Exhibit A. If at any time during the term of this
Agreement, any Minimum Revenue Commitment specified in Exhibit A is not achieved
or agreed upon, GUPTA may take such action as may be permitted under this
Agreement including, but not limited to, Termination as provided in Section 14.

DISTRIBUTOR_________                                               GUPTA________

               GUPTA PREMIUM International Distribution Agreement

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2.2   VAR AND END-USER AGREEMENTS.

DISTRIBUTOR shall ship each Product with the accompanying click-wrap or
shrink-wrap license agreement ("End-User Agreement") intact. DISTRIBUTOR may not
modify the terms of the End-User Agreement without GUPTA's prior written consent
and shall consult with GUPTA at any time DISTRIBUTOR believes that changes to
the End-User Agreements may be required to conform to local law or custom.
DISTRIBUTOR shall verify that each VAR has signed a VAR or reseller agreement
with GUPTA and prior to shipping Products to a VAR, and shall not ship Products
to a VAR if at any time it is notified by GUPTA or has reason to know that any
such VAR is no longer under a valid contract with GUPTA.

2.3   DUPLICATION.

DISTRIBUTOR may not and shall not permit VARs to reproduce the Products or GLS
releases in any form. DISTRIBUTOR shall, at its expense, deliver to VARs for the
re-distribution to End Users only those copies of the Products and GLS releases
that DISTRIBUTOR receives from GUPTA pursuant to the terms of this Agreement.

2.4   USE OF MARKS.

DISTRIBUTOR shall not and shall not permit that its VARs use (i) the name
"GUPTA", "Platinum", or anything deceptively similar thereto, or (ii) the name
of any of GUPTA's licensors or anything deceptively similar thereto, as one of
its business or corporate names; provided, however, that DISTRIBUTOR may
represent itself as "An authorized distributor of GUPTA." Notwithstanding the
foregoing, DISTRIBUTOR may, with GUPTA's prior review and approval and in a
manner consistent with GUPTA policy in effect from time to time, use the
trademarks, trade names and logos that GUPTA uses for the Products in connection
with DISTRIBUTOR's activities hereunder. DISTRIBUTOR shall not affix any
trademark, trade name or logo belonging or licensed to GUPTA to any non-GUPTA
product.

                           3. APPOINTMENT OF RESELLERS

3.1   APPOINTMENT BY GUPTA.

DISTRIBUTOR and GUPTA shall work together to identify potential resellers of the
Products in the Territory. GUPTA may, in its sole and absolute discretion,
appoint or choose not to appoint any reseller as a VAR in the Territory under
GUPTA's terms and conditions. DISTRIBUTOR shall have no right to appoint VARs
for the Products and shall notify GUPTA at any time it has reason to believe
that a potential or appointed VAR is performing in a manner that does not
reflect favorably on GUPTA.

3.2   RESERVED.

3.3   TERMINATION OF VARS.

GUPTA may terminate, or may require that DISTRIBUTOR terminate, any VAR
(including DISTRIBUTOR in its capacity as VAR) under the same terms and
conditions as GUPTA has in its agreements with other resellers.

                             4. OBLIGATIONS OF GUPTA

4.1   DEMONSTRATOR/EVALUATION PRODUCTS.

During the term of this Agreement, GUPTA shall provide DISTRIBUTOR with at least
one copy for each VAR of such demonstration or evaluation versions of GUPTA
Products as GUPTA may release from time to time. GUPTA will not charge any
additional amounts for such copies. Except as provided in Section 4.2,
DISTRIBUTOR's license to use such copies shall be nonexclusive, nonassignable,
nonsublicensable, and limited to the term of DISTRIBUTOR's appointment.
DISTRIBUTOR's license to use demonstration or evaluation versions shall be
further limited by any terms and conditions included with the copy of the
software, all of which are incorporated by reference into this Agreement.

4.2   RIGHT TO DISTRIBUTE EVALUATION COPIES.

GUPTA hereby grants DISTRIBUTOR a non-exclusive, non-transferable, royalty-free,
right and license to distribute to VARs the object code versions only of those
GUPTA Products that GUPTA may designate as evaluation versions from time to time
(the "Evaluation Software") for the purpose of permitting VARs to provide such
Evaluation Software to End Users or potential End Users. The license granted by
this Section 4.2 shall terminate upon the expiration or termination of the term
of DISTRIBUTOR's appointment.

                 5. PROGRAM MAINTENANCE, UPGRADES, AND TECHNICAL
                        SUPPORT WITH RESPECT TO PRODUCTS

5.1   DEFINITIONS.

For purposes of this Section 5, the terms below shall have the meanings given to
them in this Section 5:

SERVICES:

"Gupta License Services" ("GLS") means GUPTA's program to furnish commercially
available new major releases, minor releases, maintenance releases, updates,
upgrades, and bug fixes of the Products to End Users.

TECHNICAL SUPPORT:

"First Line Support" means (a) receiving and acknowledging problems from End
Users, (b) checking lists of known problems and workarounds, and (c) if the
reported problem is known, giving the published answer to the End User and
helping the End User implement the solution.

"Second Line Support" means (a) isolating, identifying, and reproducing an
unknown problem reported by an End User, (b) researching a workaround and/or
solution to the problem, (c) working with GUPTA to help develop a workaround
and/or fix, and (d) dialing into an End User system to implement a complex
workaround or to apply a patch.

5.2   DISTRIBUTOR'S TECHNICAL SUPPORT OBLIGATION.

DISTRIBUTOR_________                                               GUPTA________

               GUPTA PREMIUM International Distribution Agreement

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For the term of this Agreement, DISTRIBUTOR shall require that its VARs take
responsibility for providing First Line Support for the Products to End Users,
and DISTRIBUTOR shall provide Second Line Support for the Products to its VARs.
GUPTA has no obligation to accept support requests directly from DISTRIBUTOR's
VAR or its End Users.

5.3   GUPTA'S TECHNICAL SUPPORT OBLIGATION.

For the term of this Agreement, GUPTA shall use all commercially reasonable
efforts to respond to and fix problems in the Products that a DISTRIBUTOR or VAR
is unable to resolve as reported by DISTRIBUTOR in accordance with Exhibit C.
GUPTA may discontinue support of any version of the Products at any time after
12 months after GUPTA has released a new version of the Product. The DISTRIBUTOR
shall and shall require that its VARs shall use all commercially reasonable
efforts to provide to GUPTA information necessary (including, where appropriate,
reproducible test cases and other diagnostic information) to diagnose and repair
such problems as the DISTRIBUTOR may report to GUPTA. GUPTA shall make such
repair at GUPTA's option either by (a) modifying the Product or (b) providing an
updated commercial version of the Product.

5.4   DISTRIBUTION OF GLS.

For the term of this Agreement, DISTRIBUTOR may authorize its VARs to sell GLS
to End Users. GUPTA shall provide VARs for the benefit of End Users with all
product updates and new versions that GUPTA makes generally available, provided
such VARs furnish GUPTA with a signed purchase order for GLS that identifies the
End User and number of licenses required for each such End User. In no event
shall product updates and new versions be distributed for any purpose other than
to replace an existing End User license under GLS.

                                  6. PAYMENTS

6.1.  REGISTRATION OF OPPORTUNITIES

To be eligible to purchase Products and Services for a discount under this
Agreement with respect to any particular transaction, DISTRIBUTOR must provide
to GUPTA a valid purchase order before the sale using a purchase order form that
GUPTA will provide to DISTRIBUTOR. DISTRIBUTOR must fill out the form
completely. GUPTA may update the form from time to time.

6.2.  PROCEDURE; ACCRUALS.

GUPTA shall establish reasonable procedures for processing orders for and
delivering Products and Services. DISTRIBUTOR or any VAR, as the case may be,
shall comply with these procedures as they are in effect from time to time.
GUPTA's right to be paid for Products and Services shall accrue on the invoiced
date of shipment or where the DISTRIBUTOR otherwise takes delivery of the
Products.

6.3.  CREDIT RISK.

DISTRIBUTOR bears all credit risk with respect to all sales of Products and
Services by DISTRIBUTOR or VAR. Failure of the VAR or End-User to pay
DISTRIBUTOR for Products or Services does not relieve DISTRIBUTOR of
DISTRIBUTOR'S obligation to pay GUPTA for such Products and Services.

6.4.  DISCOUNTS.

GUPTA shall resell Products and Services to DISTRIBUTOR at a discount from
GUPTA's published list prices as the same are revised from time to time. The
discount from list price will be in the amount specified on Exhibit A.

6.5.  MONTHLY REPORTS.

Within fifteen (15) days after the end of each calendar month, DISTRIBUTOR shall
deliver report(s) to GUPTA showing (i) all purchase orders received during the
calendar month by all VARs engaged with DISTRIBUTOR, (ii) the names of the End
Users, (iii) the total amount of fees owed to GUPTA with respect to each
purchase order, and (iv) the amount remaining due. In addition, within fifteen
(15) days of the end of each calendar quarter, DISTRIBUTOR shall submit to GUPTA
the Quarterly License Report for SQLBase TE Encryption Product Export Compliance
(attached hereto as Exhibit B). GUPTA may change the report content and
requirements at its sole discretion.

6.6.  PAYMENT.

      6.6.1. BY DISTRIBUTOR.

GUPTA shall invoice DISTRIBUTOR for all Products, GLS, and Services sold to
DISTRIBUTOR. DISTRIBUTOR shall pay all invoices by the end of the following
month of receipt of invoice. Payment shall be by wire transfer in U.S. Dollars,
with the sender responsible for any fees charged by the sending bank and the
recipient responsible for any fees charged by the receiving bank. DISTRIBUTOR
shall make all such payments without offset.

                          7. PRODUCTS AND TERMS OF SALE

7.1   RIGHT TO DISCONTINUE PRODUCTS AND SERVICES.

GUPTA may discontinue the sale of any of the Products and Services from time to
time on thirty (30) days prior written notice to DISTRIBUTOR. GUPTA is not
obligated to offer, or to continue to offer, any Product or Services. GUPTA may
discontinue offering GLS with respect to any Product upon termination of the
initial term of the service agreement with respect to the Product.

7.2   TERMS AND CONDITIONS.

DISTRIBUTOR shall purchase all Products and Services from GUPTA in accordance
with the terms of this Agreement. Any licenses for Products shall be in
accordance with this Agreement and the form of license included with the Product
documentation. To permit DISTRIBUTOR to continue to use DISTRIBUTOR's standard
form of purchase order, the parties agree that terms or conditions contained in
any purchase order submitted by DISTRIBUTOR shall be of no force or effect
unless accepted in writing and signed by an authorized officer of GUPTA. GUPTA
may require DISTRIBUTOR to submit orders through GUPTA's website using a form
specified by GUPTA. DISTRIBUTOR expressly waives any requirement that GUPTA
notify DISTRIBUTOR that GUPTA does not accept any terms of DISTRIBUTOR's
purchase order that are in addition to, or inconsistent with, this Agreement.

7.3   TAXES.

Distributor shall be solely responsible for the collection and payment of all
value-added, sales, use, property, withholding, and other taxes, duties, and
assessments ("Taxes") which may be imposed upon or arise in connection with this
Agreement, excluding, however, any taxes based upon GUPTA's net

DISTRIBUTOR_________                                               GUPTA________

               GUPTA PREMIUM International Distribution Agreement

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income. When GUPTA has a legal obligation to collect such taxes or duties, GUPTA
will add the applicable amount to the monthly statement. DISTRIBUTOR shall pay
this amount unless DISTRIBUTOR provides GUPTA with a valid exemption certificate
authorized by the applicable taxation authority. If Distributor is required by
law to deduct or withhold any Taxes from any sum payable hereunder, then the sum
payable by DISTRIBUTOR upon which the deduction or withholding is based shall be
increased to the extent necessary to ensure that, after deduction of all Taxes,
GUPTA receives a net amount equal to the amount GUPTA would have received in the
absence of such Taxes.

7.4   PRICE INCREASES.

GUPTA may increase the list price of any Product or Services or GLS by giving at
least thirty (30) days prior notice to DISTRIBUTOR. Increases shall apply to all
orders received after the effective date of the increase.

7.5   PAYMENT.

Product and Service prices do not include any taxes, fees, duties,
transportation costs, returnable containers, cartage, or storage unless
otherwise stated. Payments to GUPTA are due at 975 Island Drive, Redwood Shores,
California, 94065, USA, in United States dollars free of collection or exchange
charges. Late payments are subject to interest at a rate of one percent (1%) per
month, compounded, from the date past due.

7.6   SHIPPING EXPENSES.

All prices for Product and GLS placed with GUPTA are FOB GUPTA's point of
origin, and DISTRIBUTOR shall: (i) reimburse GUPTA for any shipping expenses
incurred by GUPTA, and (ii) bear the risk of loss damage or theft upon shipment
by GUPTA to DISTRIBUTOR.

7.7   LOCAL CURRENCY PRICING

The Local Currency Price for Products and GLS is set at DISTRIBUTOR's
discretion. Local Currency Pricing will not be more or less than GUPTA's list
prices (as converted from dollars to Local Currency) without the prior approval
of GUPTA. DISTRIBUTOR will notify GUPTA thirty (30) days prior to any changes in
their Local Currency Price.

                    8. ADDITIONAL OBLIGATIONS OF DISTRIBUTOR

8.1.  APPOINTMENT CONDITIONED ON SATISFACTORY PERFORMANCE.

As a material condition to the obligations of GUPTA under this Agreement and to
the continued effectiveness of DISTRIBUTOR's appointment, DISTRIBUTOR shall at
all times meet the performance standards set forth in this Agreement.

8.2.  KNOWLEDGE OF GUPTA PRODUCTS AND SERVICES.

DISTRIBUTOR's personnel shall be sufficiently knowledgeable of the Products and
Services to be able to configure and install the hardware, software, and
connections for the Products. In addition, DISTRIBUTOR's personnel shall be
sufficiently knowledgeable of the Products and Services to be able to
demonstrate to VARs and End Users (a) all of the commonly used features of the
Products and Services without resort to Product and Services documentation and
(b) all of the advanced features of the Products discussed in the Product
documentation after reference to such documentation.

8.3.  PRODUCT AND SERVICE PROMOTION.

DISTRIBUTOR shall enthusiastically promote the goodwill, name, and reputation of
GUPTA, the Products, and the Services, in connection with all of DISTRIBUTOR's
activities under this Agreement. DISTRIBUTOR shall stay in contact with existing
and potential customers on a regular basis, consistent with good business
practice. DISTRIBUTOR shall solicit customer feedback on the Products and
Services, including desired new products and ways to make the Products and
Services more valuable to customers, and regularly convey such information to
GUPTA .

8.4.  DEMONSTRATION CAPABILITY.

DISTRIBUTOR shall maintain the capability to demonstrate the Products to
potential VARs and End Users.

8.5.  ETHICAL BUSINESS PRACTICES.

DISTRIBUTOR shall adhere to high standards of honesty, integrity, fair dealings,
and ethical conduct in all of its dealings with customers, potential customers,
and the general public, and shall refrain from any business or advertising
practice, which may be injurious to the business or reputation of GUPTA.
DISTRIBUTOR shall not make any false or misleading representations to customers
or others regarding GUPTA or the Products and Services. DISTRIBUTOR shall not
make any representations, warranties, or guarantees concerning the Products and
Services that are inconsistent with the documentation accompanying the Products
or GUPTA's literature describing the Products and Services.

8.6.  INDEMNIFICATION.

DISTRIBUTOR shall defend, indemnify, and hold harmless GUPTA from any activities
of DISTRIBUTOR that (a) relate to the discretion DISTRIBUTOR exercises in
performing DISTRIBUTOR's obligations under this Agreement, (b) DISTRIBUTOR
performs in a negligent manner, or (c) constitute a breach of this Agreement.

8.7   AUDIT RIGHTS.

DISTRIBUTOR shall keep full, accurate and complete books of account and all
other related records of all matters relating to this Agreement for a period of
three (3) years from the end of each calendar year. GUPTA, its licensors, or
their respective authorized representatives shall have the right to examine and
copy such books of account and other related records at all reasonable times
during such period, to verify the correctness of amounts paid to GUPTA,
DISTRIBUTOR compliance with, and for any other matters arising out of, this
Agreement. If any such examination discloses a deficiency in any payments made
by DISTRIBUTOR to GUPTA of more than three percent (3%) of such payment,
DISTRIBUTOR shall reimburse GUPTA for all of the expenses connected with such
examination and the next subsequent examination, in addition to the payment of
the amount of any such deficiency.

              9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

9.1   LIMITED SERVICE WARRANTY; NO THIRD PARTY WARRANTIES.

GUPTA does not warrant that the operation of the Products will be uninterrupted
or error free, and otherwise licenses the Products "AS IS." ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED

DISTRIBUTOR_________                                               GUPTA________

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TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ARE DISCLAIMED. As between DISTRIBUTOR and GUPTA, DISTRIBUTOR ASSUMES AND SHALL
ENSURE THAT VAR ASSUMES, FULL RESPONSIBILITY for selecting Products and for
ensuring that the Products selected are compatible and appropriate for use with
the computers and other software with which they will be used.

9.2   NO WARRANTY FOR INTERACTION WITH USER COMPUTER.

GUPTA DOES NOT WARRANT that any Product or GLS release is FREE FROM ERROR or
that it will INTERFACE WITHOUT ANY PROBLEMS with the other components of an
End-User's computer system. DISTRIBUTOR or applicable VAR shall advise each
End-User that it is the responsibility of the End-User to BACK UP its computer
or otherwise SAVE important data BEFORE INSTALLING any Product and to continue
to back-up its important data regularly.

9.3   LIMITATION ON DAMAGES.

GUPTA SHALL NOT BE LIABLE TO DISTRIBUTOR, ANY VAR, OR ANY END-USER, OR ANY THIRD
PARTY FOR THE COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR FOR ANY
SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, OR OTHERWISE,
NOTWITHSTANDING THE FAILURE OF ANY PRODUCT OR SERVICE. GUPTA is not an insurer.
The purchase price of the Products do not include any undertaking by GUPTA to
deliver a Product or provide a service at any particular time, even if GUPTA is
aware of the consequences of late delivery or unavailability.

9.4   WARRANTY MANAGEMENT.

DISTRIBUTOR shall resolve all warranty claims with the VAR with respect to an
End User. Warranty returns shall only be credited against DISTRIBUTOR's account
if the Products are determined to be defective and the End Users have followed
the procedures set forth in GUPTA's End User License Agreement.

                            10. INTELLECTUAL PROPERTY

10.1  OWNERSHIP OF INTELLECTUAL PROPERTY.

DISTRIBUTOR acknowledges that, as between GUPTA and DISTRIBUTOR, GUPTA owns or
has the exclusive right to use any patents, trademarks, copyrights, trade
secrets, and other intellectual property rights ("Intellectual Property")
associated with the Products and Services. DISTRIBUTOR shall do nothing
inconsistent with GUPTA's ownership of such Intellectual Property. All use of
GUPTA's Intellectual Property by DISTRIBUTOR shall inure solely to the benefit
of and shall be on solely behalf of GUPTA. DISTRIBUTOR shall not challenge
GUPTA's ownership of GUPTA's trademarks, service marks, and trade names (the
"Marks") or the validity of the terms of DISTRIBUTOR's use of the Marks.

10.2  NO IMPLIED RIGHTS.

Sale of the Products to DISTRIBUTOR does not convey any license, expressly or by
implication, to manufacture, duplicate, or otherwise copy or reproduce any of
the Products.

10.3  NO REVERSE ENGINEERING.

DISTRIBUTOR shall not, and shall not help others, reverse engineer any Product
or any portion of any Product. DISTRIBUTOR shall promptly notify GUPTA if
DISTRIBUTOR becomes aware of any attempt to reverse engineer any Product or any
portion of any Product.

10.4  QUALITY STANDARDS.

The nature and quality of all services rendered by DISTRIBUTOR in connection
with the Marks, all goods sold by DISTRIBUTOR under the Marks, and all related
advertising, promotional, and other related uses of the Marks by DISTRIBUTOR
shall conform to the standards set by GUPTA. GUPTA shall have the sole
discretion to change such standards. DISTRIBUTOR shall not use any trademark or
service mark in combination with any of the Marks without prior written approval
of GUPTA.

10.5  INFRINGEMENT PROCEEDINGS.

DISTRIBUTOR shall notify GUPTA of any unauthorized use of the Intellectual
Property by others promptly as it comes to DISTRIBUTOR's attention. GUPTA shall
have the sole right and discretion to bring infringement or unfair competition
proceedings involving the Intellectual Property.

                           11. INFRINGEMENT INDEMNITY

11.1. INDEMNIFICATION.

GUPTA shall have the right to defend or settle, and shall defend or settle, any
claim, proceeding, or suit ("Claim") against DISTRIBUTOR or any VAR for
infringement of any United States patent, copyright, trademark, mask work, trade
secret, or other intellectual property right arising from the sale or use of any
Product, subject to the limitations set forth below. GUPTA shall have sole
control of any action or settlement and shall pay any final judgment entered
against DISTRIBUTOR on such issue in any Claim that GUPTA defends.

11.2. NOTICE AND COOPERATION.

DISTRIBUTOR shall (a) notify GUPTA promptly in writing of any Claim, (b) give
GUPTA all information in DISTRIBUTOR's actual knowledge with respect to the
Claim, (c) cooperate with GUPTA in all reasonable respects at DISTRIBUTOR's
expense, and (d) at GUPTA's request give GUPTA any additional authority GUPTA
needs to defend or settle such Claim. GUPTA shall be relieved of its obligations
under this Section 11 to the extent GUPTA is prejudiced by any failure of
DISTRIBUTOR to give timely notice or cooperate.

11.3. RIGHT TO SUSPEND SALES.

If GUPTA determines that DISTRIBUTOR or VAR cannot sell a Product without a
material risk of incurring a Claim that would give rise to a right of
indemnification under this Agreement, GUPTA may at GUPTA's sole option suspend
any further sales of Products pursuant to this Agreement.

11.4. REMEDIES WITH RESPECT TO SERVICES.

If GUPTA determines that GUPTA cannot offer a Service without a material risk of
incurring a Claim that would give rise to a right of indemnification under this
Agreement, GUPTA may at GUPTA's sole option and expense (a) procure for End
Users the right under such patent, copyright, trademark, mask work, trade
secret, or other intellectual property to use the Service; or (b) terminate the
Service without further liability. GUPTA shall not be liable for any cost or
expense incurred without GUPTA's prior written authorization.

DISTRIBUTOR_________                                               GUPTA________

               GUPTA PREMIUM International Distribution Agreement

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11.5. EXCLUSIONS.

Notwithstanding anything to the contrary in this Agreement, GUPTA shall have no
liability for (a) infringement caused by use of the Products, or any portion of
a Product, in combination with any other good, method, or process if the
infringement is caused by the combination; (b) any claim for infringement with
respect to the sale by DISTRIBUTOR or VAR of a Product after DISTRIBUTOR or VAR
has notice that the Product is alleged to so infringe; (c) infringement
involving any mark not applied to a Product by GUPTA; or (d) infringement
resulting from modification or servicing of a Product by a person whom GUPTA has
not authorized to service Products.

11.6. NO OTHER LIABILITIES OR REMEDIES.

This Section 11 states the entire liability of GUPTA and the exclusive remedy of
DISTRIBUTOR for any claim that a Product infringes any Intellectual Property
right or otherwise. GUPTA is not obligated to indemnify DISTRIBUTOR for any
claim that a Product infringes any Intellectual Property right outside of the
Territory.

                                   12. EXPORT

DISTRIBUTOR hereby acknowledges that the Products, in particular without
limitation the encryption technology contained in certain Products, and all
technical data pertaining to those Products, are subject to export controls
under the laws and regulations of the United States, including the Export
Administration Regulations, 15 C.F.R. Parts 730-774. In the distribution of all
Products, DISTRIBUTOR shall comply and shall ensure that VAR complies strictly
with all such United States export controls, and, without limiting the
generality of this Section 12, DISTRIBUTOR shall not and shall ensure that VAR
not export, reexport, transfer or divert any of the Products, and technical data
pertaining to such Products, or any direct product thereof to any destination,
end-use or End User that is prohibited or restricted under such United States
export control laws and regulations, except as specifically authorized by the
United States Department of Commerce. DISTRIBUTOR's obligations under this
Section 12 shall survive the expiration or termination of this Agreement, and
DISTRIBUTOR's licenses for the Products. The U.S. Export Administration
Regulations, and answers to questions about them, can be found online at
http://www.bxa.doc.gov. In addition, before DISTRIBUTOR or any VAR uses or sells
any Product outside the United States or the Territory, DISTRIBUTOR shall (a)
fully comply with all then current and applicable regulations of any government
in whose country any of the Products or Services are used or distributed
pursuant to this Agreement; and (b) confirm with GUPTA that DISTRIBUTOR and VAR
has taken such steps as GUPTA deems appropriate to protect the proprietary
rights of GUPTA in each foreign country in which any Products or Services are to
be used or distributed.

                              13. CONFIDENTIALITY

Each party shall take all steps which are reasonable to safeguard the
confidentiality of, and proprietary rights to, the confidential information
("Confidential Information") of the other party which may be disclosed hereunder
(including, but not limited to, product plans, designs, business plans,
technical specifications, research, customer or financial data) (but excluding
aggregated data) and shall not, without the prior written consent of the other
party, (a) use such Confidential Information for its own benefit or the benefit
of any third party except for purposes expressly provided for in this Agreement,
or (b) disclose such Confidential Information to any third party; provided,
however, that this Section 13 shall not be construed to restrict the disclosure
of information which (i) is publicly known in its complied form at the time of
its disclosure to a party, (b) is lawfully received by a party from a third
party not bound in a confidential relationship to GUPTA or DISTRIBUTOR, (c) was
already known by GUPTA or DISTRIBUTOR in its complied form before entering into
this Agreement, or (d) after notice and an opportunity to object, is required by
law to be disclosed. This provision shall survive termination of this Agreement
for a period of three years.

                            14. TERM AND TERMINATION

14.1. TERM OF APPOINTMENT.

14.1.1. INITIAL TERM.

The initial term of DISTRIBUTOR's appointment shall end twenty-four (24) months
from the Effective Date of this Agreement unless terminated earlier under the
provisions of this Agreement.

14.2. TERMINATION FOR CAUSE BY EITHER PARTY.

Either party may terminate DISTRIBUTOR's appointment upon a material default
that has not been cured within thirty (30) days after delivery of written notice
describing the facts constituting the default. In addition, any party may
terminate DISTRIBUTOR's appointment by giving written notice to the other if (a)
the other party files a voluntary petition commencing bankruptcy or other
proceedings for the general settlement of its debts which is not dismissed
within sixty (60) days; (b) an involuntary bankruptcy proceeding is commenced
against the other party and is not dismissed within sixty (60) days; (c) a
receiver has been appointed over the whole or any substantial part of the assets
of the other party; (d) the other party makes a general assignment for the
benefit of creditors; or (e) the other party voluntarily or involuntarily takes
any action to dissolve, liquidate, or cease to conduct business in the normal
course.

14.3. TERMINATION LIABILITY.

Termination of DISTRIBUTOR's appointment shall not give rise to any right to
compensation, reimbursement, or damages on account of the loss of prospective
profits or anticipated sales or on account of expenditures, inventory,
investments, leases, or commitments in connection with the business or goodwill
of GUPTA or DISTRIBUTOR. Each party acknowledges that it has been advised to
determine the extent to which it might be entitled to rights or protections
provided by statute or otherwise in connection with the termination of
DISTRIBUTOR's appointment; that it has made such determination or freely chosen
not to do so; and that it waives all such rights and protections to the fullest
extent possible. Termination of DISTRIBUTOR's appointment shall not relieve any
party of obligations under this Agreement incurred before termination.

14.4. SURVIVAL OF CERTAIN TERMS.

Termination of DISTRIBUTOR's appointment terminates (i) DISTRIBUTOR's right to
purchase and resell Products and

DISTRIBUTOR_________                                               GUPTA________

               GUPTA PREMIUM International Distribution Agreement

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Services; (ii) GUPTA's obligation to sell Products and Services to DISTRIBUTOR;
and (iii) DISTRIBUTOR's authorization to operate an ATC or ASC pursuant to
Exhibits C and/or D. Termination of DISTRIBUTOR's appointment does not terminate
rights and obligations of the parties under this Agreement that have already
accrued or by their nature, are intended to survive termination of this
Agreement, such as, but not limited to, Sections 9, 10, 11 (for Products, GLS,
and Services sold prior to termination of the appointment), and 13.

14.5  CEASE USE.

Upon termination of this Agreement, DISTRIBUTOR will immediately cease all use
and distribution of the Products, cease all display, advertising and use of all
trademarks, trade names and logos belonging or licensed to GUPTA and will not
thereafter use, advertise or display any name, mark or logo which is similar to
any such trademark, trade name or logo. Upon such termination, DISTRIBUTOR shall
immediately: (i) cease to use any marketing or other materials which identify it
as a representative of GUPTA or of the Products and Services, and (ii) remove
all signs, cancel all business listings, and take such other reasonable action
as may be necessary to remove its identification as such an agent or
representative. DISTRIBUTOR shall promptly disclose to GUPTA the identity of,
and the current state of negotiations with, all VARs, potential VARs and End
Users together with copies of all correspondence with such VARs, potential VARs
and End Users. DISTRIBUTOR also shall cooperate with GUPTA in effecting an
orderly transition of DISTRIBUTOR's activities hereunder from DISTRIBUTOR to
GUPTA or to any successor of DISTRIBUTOR designated by GUPTA, as the case may
be. GUPTA shall reimburse DISTRIBUTOR for the reasonable costs incurred by it in
effecting such transfer.

14.6  RETURN MATERIALS.

Upon termination of this Agreement, DISTRIBUTOR shall, at its expense, promptly
return to GUPTA all copies of the Products, Evaluation and Demonstration
Products, Confidential Information, and any marketing or other materials
relating to the Products and Services, whether in original or altered form or
copied in whole or in part and shall deliver to GUPTA within ten (10) days
following the termination of this Agreement a certificate signed by an officer
of DISTRIBUTOR certifying the return of all such materials.

14.7  NOTIFICATION.

DISTRIBUTOR shall immediately advise all of its respective employees, agents,
and consultants (collectively, "Persons") and, at GUPTA's option, also advise
its VARs, of the termination of this Agreement and the termination of its rights
to market and distribute the Products, and provide Services. In addition,
DISTRIBUTOR shall: (i) obtain the return from each such Person of all copies of
all materials described in Section 14.6 hereof, (ii) cease all training of such
Persons in the use and features of the Product, and (iii) advise such Persons in
writing of their continued duty to hold in confidence and not to use, reproduce,
disclose, transfer or transmit, in whole or in part, in any manner, any Product,
or any information which would permit the duplication, recreation or other
utilization of any Confidential Information.

                               15. MISCELLANEOUS

15.1. SUCCESSORS AND ASSIGNS.

This Agreement shall bind and inure to the benefit of the parties and their
respective successors and assigns. Notwithstanding the foregoing, DISTRIBUTOR
shall not assign any of DISTRIBUTOR's rights nor delegate any of DISTRIBUTOR's
obligations under this Agreement without the prior written consent of GUPTA,
which GUPTA shall not withhold unreasonably.

15.2. AMENDMENTS, WAIVERS, AND CONSENTS.

This Agreement shall not be amended except in a writing signed by the parties.
No waiver or consent shall be binding except in a writing signed by the party
making the waiver or giving the consent. No waiver of any provision or consent
to any action shall constitute a waiver of any other provision or consent to any
other action, whether or not similar. No waiver or consent shall constitute a
continuing waiver or consent except to the extent specifically set forth in
writing. The agreement or consent of GUPTA may only be manifested by the
signature of the president or a vice president of GUPTA.

15.3. INJUNCTIVE RELIEF.

DISTRIBUTOR acknowledges that any breach of the provisions of this Agreement may
cause GUPTA irreparable injury for which there is no adequate remedy at law, and
that GUPTA shall be entitled to seek injunctive relief to remedy such breach
without posting bond or proving damages.

15.4. DISPUTE RESOLUTION.

The parties shall submit any dispute concerning this Agreement to final and
binding arbitration. Arbitration shall take place in Santa Clara County,
California. Arbitration shall be conducted on a private, confidential basis by a
single, neutral arbitrator agreed by the parties or, absent such agreement,
appointed by the Presiding Civil Judge of the Santa Clara County Superior Court
upon the request of either party. The award of the arbitrator shall be
enforceable according to the applicable provisions of the California Code of
Civil Procedure, sections 1280 et seq. There shall be no arbitration of any
claim that would otherwise be barred by a statute of limitations if the claim
were to be brought in a court of law. The arbitrator shall not have the power to
award punitive, consequential, indirect, or special damages or to make any
decision affecting GUPTA's rights in its Intellectual Property.

15.5. GOVERNING LAW.

The rights and obligations of the parties shall be governed by, and this
Agreement shall be construed and enforced in accordance with, the laws of the
State of California, excluding its conflict of laws rules to the extent such
rules would apply the law of another jurisdiction.

15.6. JURISDICTION AND VENUE.

The parties consent to the jurisdiction of all federal and state courts in
California, and agree that venue for any litigation or dispute resolution
proceeding shall lie exclusively in Santa Clara County, California.

15.7. ATTORNEY'S FEES.

In any suit, action, counterclaim, or arbitration to enforce the provisions of
this Agreement (including without limitation enforcement of any award or
judgment obtained with respect to this Agreement), the prevailing party shall be
entitled to recover a reasonable allowance for attorney's fees, litigation
expenses, and the cost of mediation and arbitration in addition to court costs.

DISTRIBUTOR_________                                               GUPTA________

               GUPTA PREMIUM International Distribution Agreement

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15.8  GOVERNMENTAL APPROVALS.

DISTRIBUTOR shall, and shall require that its VARs shall, at its expense obtain
any and all government approvals when and as such approvals may be required by
the laws or regulations of any government in the Territory in connection with
this Agreement, with the Products and Services, or with any of DISTRIBUTOR's or
VARs' activities hereunder.

15.9  COMPLIANCE WITH LAW.

DISTRIBUTOR shall, and shall require that its VARs shall, comply with all laws,
rules, regulations, orders, decrees, judgments and other governmental acts or
other restrictions which may be imposed from time to time ("Laws") of the United
States of America, each government within the Territory, and any other
government that may have jurisdiction over DISTRIBUTOR, VARs, and their
respective activities hereunder, or over the Products or Services.

15.10 FOREIGN CORRUPT PRACTICES ACT COMPLIANCE.

DISTRIBUTOR represents that neither it, its VARs nor any of their respective
directors, officers, shareholders, partners, employees, agents or persons having
primary or supervisory responsibilities within DISTRIBUTOR's or VARs' business
has ever been convicted of or had a civil judgment rendered against them for
commission of fraud or a criminal offense in connection with obtaining or
attempting to obtain, or performing a public (Federal, state or local) contract
or subcontract; violation of Federal or state antitrust statutes relating to the
submission of offers; commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records; making false statements or receiving
stolen property. DISTRIBUTOR shall promptly notify GUPTA LEGAL Department in the
event DISTRIBUTOR learns of any such conviction or judgment or potential
conviction or judgment. Upon GUPTA's request from time to time, DISTRIBUTOR
shall certify to the continuing accuracy of the foregoing representations.

15.11 Neither DISTRIBUTOR, its VARs, nor any of their respective employees or
agents shall, directly or indirectly, pay, offer to pay or authorize the payment
of anything of value to any government official, government employee, political
party or political candidate in the Territory to obtain or retain business in
connection with this Agreement or otherwise to influence such an individual in
his or her official capacity. DISTRIBUTOR shall promptly notify GUPTA's General
Counsel if it learns that any such payment, offer, promise, or authorization has
been made. Upon GUPTA's request from time to time, DISTRIBUTOR shall certify
compliance with the foregoing.

15.12 ENTIRE AGREEMENT.

This Agreement and the documents, agreements, and exhibits contemplated in this
Agreement constitute the entire agreement between the parties with regard to the
subject matter hereof and thereof. This Agreement supersedes all previous
agreements between or among the parties. There are now no agreements,
representations, or warranties between the parties other than those set forth in
this Agreement or the documents, agreements, and exhibits contemplated in this
Agreement. In the event of any inconsistency between custom and practice in any
trade or industry and this Agreement, this Agreement is intended to modify trade
custom and shall control. Neither custom and practice in any trade or industry,
nor any course of dealing between the parties, shall be deemed to supplement
this Agreement where this Agreement is silent.

IN WITNESS WHEREOF, the parties have executed this Premium International
Distribution Agreement as of the date first set forth above.

            "DISTRIBUTOR"                                  "GUPTA"

By: ___________________________________          By: ___________________________
             (sign name)                                   (sign name)

Name: _________________________________          Name: _________________________

Title: ________________________________          Title: ________________________

Date: _________________________________          Date: _________________________

DISTRIBUTOR_________                                               GUPTA________

               GUPTA PREMIUM International Distribution Agreement

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                                    EXHIBIT A

TERRITORY:      United Kingdom

ENROLLMENT FEE: The enrollment fee is $2,500 USD

PUBLISHED PRICE DISCOUNTS AND MINIMUM REVENUE COMMITMENTS:

<TABLE>
<S>                                                      <C>
YEAR 1:

            MINIMUM REVENUE DELIVERED TO GUPTA:          L500,000

            ALL PRODUCTS (EXCEPT SQLBASE CUSTOM EDP):    30% if Exhibit C  - NOT- attached

                                                         35% if Exhibit C  - OR- Exhibit D attached

                                                         40% if Exhibit C  - AND- Exhibit D attached

            SQLBASE CUSTOM EDP:                          20%

            GUPTA LICENSE SERVICES, PREMIUM AND          20%
            ENTERPRISE SUPPORT:

YEAR 2:

            MINIMUM REVENUE DELIVERED TO GUPTA:          L1,000,000

            ALL PRODUCTS (EXCEPT SQLBASE CUSTOM EDP):    30% if Exhibit C  - NOT- attached

                                                         35% if Exhibit C  - OR- Exhibit D attached

                                                         40% if Exhibit C  - AND- Exhibit D attached

            SQLBASE CUSTOM EDP:                          20%

            GUPTA LICENSE SERVICES, PREMIUM AND          20%
            ENTERPRISE SUPPORT:
</TABLE>

DISCOUNTS FOR VAR AND END USER AGREEMENTS THAT REQUIRE A QUOTED PRICE BEYOND THE
PUBLISHED GUPTA DISCOUNTS SHALL BE SEPARATELY NEGOTIATED.

DISTRIBUTOR_________                                               GUPTA________

               GUPTA PREMIUM International Distribution Agreement

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                                    EXHIBIT B

  QUARTERLY LICENSE REPORT FOR SQLBASE TE ENCRYPTION PRODUCT EXPORT COMPLIANCE

      QUARTERLY REPORT OF SQLBASE TREASURY EDITION ("SQLBASE TE") LICENSES
                           DISTRIBUTED BY DISTRIBUTOR

DISTRIBUTOR: ______________________________________________  QUARTER:  _________

<TABLE>
<CAPTION>
                   ADDRESS /
                 CONTACT NAME /
VAR    END-USER      EMAIL       QUANTITY  LICENSE NUMBER(S) COUNTRY EXPORTED TO
---    --------  --------------  --------  ----------------- -------------------
<S>    <C>       <C>             <C>       <C>               <C>

                                           _____________________________________

                                           _____________________________________

                                           _____________________________________

________________________________________________________________________________

                                           _____________________________________

                                           _____________________________________

________________________________________________________________________________
</TABLE>

     DISTRIBUTOR ACKNOWLEDGES THAT SQLBASE TE IS SUBJECT TO THE U.S. EXPORT
       ADMINISTRATION REGULATIONS (http://www.bis.doc.gov) AND OTHER U.S.
        LAW, AND MAY NOT BE EXPORTED OR RE-EXPORTED TO CERTAIN COUNTRIES
     (CURRENTLY CUBA, IRAN, IRAQ, LIBYA, NORTH KOREA, SUDAN AND SYRIA); TO
     NON-COMMERCIAL GOVERNMENT END-USERS IN COUNTRIES OTHER THAN EU MEMBERS
       AND AUSTRALIA, CANADA, CZECH REPUBLIC, HUNGARY, JAPAN, NEW ZEALAND,
      NORWAY, POLAND AND SWITZERLAND; OR TO PERSONS OR ENTITIES PROHIBITED
              FROM RECEIVING U.S. EXPORTS (INCLUDING DENIED PARTIES
         (http://www.bis.doc.gov/DPL/default.shtm), SPECIALLY DESIGNATED
       NATIONALS (http://www.ustreas.gov/ofac/t11sdn.pdf), AND ENTITIES ON
                 THE BUREAU OF INDUSTRY AND SECURITY ENTITY LIST
     (http://www.bis.doc.gov/Entities/) OR INVOLVED WITH MISSILE TECHNOLOGY
                  OR NUCLEAR, CHEMICAL OR BIOLOGICAL WEAPONS).

                                     - 3 -
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                                    EXHIBIT C

                                   ADDENDUM TO
                  PREMIUM INTERNATIONAL DISTRIBUTION AGREEMENT

                   GUPTA AUTHORIZED SUPPORT CENTER PROVISIONS

1.    PURPOSE: This Addendum to the Premium International Distribution Agreement
dated 1 October, 2003 between GUPTA TECHNOLOGIES GMBH, a company formed under
the laws of Germany with offices at Riesstrasse 15-17, D-80992 Munich, GERMANY
("GUPTA"), and SPHINX CST, a company formed under the laws of the United Kingdom
with offices at Woodside House, Osier Drive, Sherwood Park, Nottingham, NG15
0DS, England ("DISTRIBUTOR") supplements the Agreement to authorize DISTRIBUTOR
to use the designation "Gupta Authorized Support Center" and to provide Gupta
Authorized Technical Support Services ("TSS") to Resellers and End Users as
specified on Attachment A or as may be modified by GUPTA from time-to-time at
its sole discretion with respect to the Products only. GUPTA reserves the right
to revise or modify the Products or TSS covered by this Addendum upon written
notice to DISTRIBUTOR.

DISTRIBUTOR CONTACT NAME (SALES):

         Mark Hatton (MD)
         Phone No.: +44 1623 726282
         Fax No.: +44 1623 726285
         Email: mark.hatton@sphinxcst.co.uk

DISTRIBUTOR CONTACT NAME (TECHNICAL):

         Jamie Pearce (Bus Dev.Dir)
         Phone No.: +44 1623 726282
         Fax No.: +44 1623 726284
         Email: Jamie.pearce@sphinxcst.co.uk

2.    AUTHORIZED SUPPORT CENTER ("ASC") PLAN: In consideration for the rights
granted in this Agreement, DISTRIBUTOR will hereby enroll in the ASC plan:

PLAN: DISTRIBUTOR will pay to GUPTA a nonrefundable one-time ASC set-up fee of
US $2,000.00 (Two Thousand US dollars) and, in addition, DISTRIBUTOR will pay to
GUPTA 30% (thirty percent) of GUPTA's Territory List Price fee for each TSS
Order DISTRIBUTOR sells in the Territory during the term of this Agreement, as
stated in the following schedule:

<TABLE>
<CAPTION>
PERCENTAGE* OF TSS ORDER       PERCENTAGE* OF
 FEE TO BE RETAINED BY          TSS ORDER FEE
     DISTRIBUTOR             FEE PAYABLE TO GUPTA
------------------------     --------------------
<S>                          <C>
70% (seventy percent)        30% (thirty percent)
</TABLE>

-------------------
*Percentages shall be calculated based on the Support Contract prices specified
in GUPTAs Territory Price List.

The $2,000 set-up fee and all TSS Order percentage payments shall be paid to
GUPTA by DISTRIBUTOR net thirty (30) days from GUPTA's invoice date. All
contract sales shall be reported monthly, pursuant to the reporting requirements
specified below in Section 8(b).

3.    CERTAIN DEFINITIONS:

3.1   "List Price" shall mean GUPTA's suggested list price in the Territory for
      the applicable TSS or other Product or service as may be specified by
      GUPTA. GUPTA reserves the right to modify or change the List Price of any
      or all of the applicable TSS or other Product or services upon thirty (30)
      days prior written notice to DISTRIBUTOR.

3.2   "TSS Order" shall mean any Technical Support contract sold by DISTRIBUTOR.

3.3   "Product Release(s)" shall mean any modification of the Products which is
      denoted by GUPTA by changing a number to the right of the second decimal
      point in then-current version number, e.g., a change from version 3.1.1 to
      3.1.2 or by changing a number to the left of the first decimal point in
      then-current version number, e.g., a change from version 3.1.2 to 4.0.

4.    REPRESENTATIONS BY DISTRIBUTOR: DISTRIBUTOR hereby represents and warrants
that DISTRIBUTOR has the necessary technical expertise to effectively deliver
such TSS, including, but not limited to, (i) a minimum of one (1) designated
support personnel ("Support Engineers") who has been certified by GUPTA within
six (6) months of the Effective Date of this Agreement, who are knowledgeable
and have at least two (2) years prior experience in the Products, (ii) the
appropriate hardware and software for investigation and recreation of potential
software problems in the Products, and to develop workarounds (iii) an
electronic call-logging system, to ensure that calls are responded to promptly
and escalated when deemed necessary by both the Support Engineer and GUPTA, and
(iv) the mechanisms for transmitting to GUPTA the necessary information to
recreate identified problems in the Products and other information which may be
reasonably required by GUPTA.

5.    RIGHTS AND TITLE: GUPTA and/or GUPTA's Licensors shall retain all and sole
right, title and interest in and to the Products. Other than for exercising the
rights granted in this Agreement, DISTRIBUTOR shall not use, duplicate,
sublicense, transfer, or otherwise modify the

DISTRIBUTOR initials:_________                          GUPTA initials :________

                   Gupta Authorized Support Center Provisions

                                   PAGE 1 OF 3

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Products or TSS for any other purposes. DISTRIBUTOR agrees not to, or cause a
third party to, disassemble or reverse compile, the Products.

6.    GRANT OF RIGHTS: GUPTA hereby grants to DISTRIBUTOR the right to provide
the TSS via Resellers to End Users of the Products in the Territory only. Such
right is subject to GUPTA's approval that the DISTRIBUTOR meets the minimum
requirements as specified in Section 4 above, and as may be changed from
time-to-time by GUPTA. DISTRIBUTOR shall bear the cost and expenses of its
Support Engineer training.

DISTRIBUTOR shall use the GUPTA Products and TSS designed or developed by GUPTA
in the course of providing such TSS (See Attachment A). Such TSS shall be (i)
consistent with the standards specified in GUPTA's Support Policy (or any
successor document published by GUPTA), and (ii) for Products sold in the
Territory by Resellers who are authorized by GUPTA to resell the Products in the
Territory. The DISTRIBUTOR will have access to pre-release Product documents as
available, and will be included in the planning and prioritization of new
features and facilities.

GUPTA hereby grants to DISTRIBUTOR the rights to use the designation "Gupta
Authorized Support Center" and to sell all the support service packages and TSS
listed in Attachment A under the specified terms and conditions.

(a)   GUPTA PRODUCT RELEASES: GUPTA will provide Product Releases to DISTRIBUTOR
solely for its internal use at DISTRIBUTOR's headquarters or support facility
only.

(b)   TECHNICAL SUPPORT:

      (i) DISTRIBUTOR will deliver consistent, high-quality support via
telephone, e-mail and letter to customers having these service packages.

      (ii) DISTRIBUTOR is entitled to sell and provide support services
comparable to GUPTA's Standard and Standard-Plus level of support.

      (iii) 30% (thirty percent) of the effective Territory Price List is
payable to GUPTA net 30 days. GUPTA is not responsible for such support
available in the customer's local language.

      (iv) GUPTA will provide a back-end support service to the DISTRIBUTOR. The
DISTRIBUTOR will refer only the following categories of customer problems to
GUPTA provided that the number of total cases escalated to GUPTA shall not
exceed 20% (twenty percent) of DISTRIBUTOR's total case volume at any one time.
If more then the number of cases escalated to GUPTA exceeds on average 30%
(thirty percent) of cases over a period of 90 (ninety) days, GUPTA at its option
may increase the DISTRIBUTOR's royalty payment upward by up to 10% (ten
percent).

-     Problems, which have been provided with a workaround. GUPTA will ensure
      that these problems are logged as bugs to be fixed in a future Product
      Release.

-     Bugs with a reproducible case. GUPTA will use this reproducible case to
      create a workaround and/or a permanent fix in a future Product Release.

-     Product Enhancement Requests for submission to GUPTA Engineering for
      inclusion in a future Product Upgrade.

-     An adequate test environment, as specified in Attachment B attached
      herein, is not available to DISTRIBUTOR.

(c)   ESCALATION PROCEDURES: In the following cases, the problem may be
escalated by bringing it to the attention of a Manager of GUPTA Support
Services, who will take responsibility for resolution of the problem. Steps
taken to reach resolution may include, at GUPTA's discretion: on-site assistance
by personnel from the DISTRIBUTOR or GUPTA, and senior management contact with
GUPTA's Engineering Center in Redwood Shores, California:

      (i) A customer is experiencing a severe operational problem which cannot
      be reasonably avoided through action of the customer's own staff; or,

      (ii) A customer is dissatisfied with the progress of any specific problem
      after reasonable attempts have been made to resolve the problem through
      the normal channels

7.    OBLIGATIONS OF GUPTA:

(a)   GUPTA will ensure that the DISTRIBUTOR has reasonable access to all
necessary GUPTA products and is given notice of all beta-testing Products.

(b)   GUPTA will provide to DISTRIBUTOR a maximum of one (1) day training
session on-site at the DISTRIBUTOR location covering the support methodology
along with information on the requirements needed to submit a case with their
GUPTA Support Center, including the requirements necessary to submit bugs,
escalate issues through the support organizations and additional policies and
procedures. Additionally, as new Products are launched, the DISTRIBUTOR may be
invited to send a representative to a GUPTA technical training session(s) at
GUPTA's corporate headquarters as established by GUPTA. DISTRIBUTOR is
responsible for all travel expenses of their employees associated with this
technical training session.

(c)   GUPTA may invite DISTRIBUTOR to attend advanced training classes, which
will be held from time to time. These are normally given by GUPTA development
engineers and offer a level of information, which is not available to anyone
except GUPTA engineers, engineers from Authorized Support Centers and authorized
GUPTA

DISTRIBUTOR initials:_________                          GUPTA initials :________

                   Gupta Authorized Support Center Provisions

                                   PAGE 2 OF 3

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Instructors. GUPTA may, at its sole discretion, provide at least one such course
every quarter, pending availability of key development engineers. DISTRIBUTOR
will be responsible for all travel expenses associated with this training.

8.    PAYMENTS AND REPORTS:

(a) PAYMENTS: All payments made to GUPTA by DISTRIBUTOR shall be in U.S. dollars
or other convertible currency that may be specified in GUPTA's invoice and shall
be remitted as directed in GUPTA's invoice. DISTRIBUTOR shall pay or reimburse
GUPTA for all national, federal, state, local or other taxes and assessments of
any jurisdiction, including sales or use taxes, property taxes, withholding
taxes as required by international tax treaties, customs or other import or
export taxes, value added taxes, and amounts levied in lieu thereof based on
charges set, services performed or to be performed or payments made or to be
made under this Agreement. In no case shall DISTRIBUTOR be liable for taxes
based on GUPTA's net income.

(b) REPORTS: The DISTRIBUTOR will provide, at a minimum on a monthly basis no
later than fifteen (15) days after the end of each calendar month, the following
written information to GUPTA:

      (1) A copy of the completed DISTRIBUTOR Monthly Royalty Report (attached
      as Attachment D to this agreement), which shall specify the following:

      i.    New contracts sold by DISTRIBUTOR and its channel

      ii.   A calculation of 30% (thirty percent) of the GUPTA Territory List
            Price payable to GUPTA for DISTRIBUTOR's sales of Technical Support
            contracts during that month.

      iii.  The level of support bought by customer;

      iv.   Customer's name, address, phone and fax numbers, and email address;

      (2) A copy of the completed DISTRIBUTOR Monthly Technical Support Report
      (attached as Attachment E to this Agreement), which shall specify all of
      DISTRIBUTOR's performance statistics for the previous month, including at
      least the following:

      i.    The number of new cases opened, categorized by product area;

      ii.   Average response time to initial call back;

      iii.  Average time to close incident;

      iv.   The number of currently open incidents; and

      v.    The number of cases referred to GUPTA.

9.    PERIODIC REVIEW AND REPORTS

(a) GUPTA and the DISTRIBUTOR will review together all outstanding problems and
concerns, priorities of problems, policies, procedures, training and business
opportunities as requested by either party.

(b) Within thirty (30) days after the end of each calendar quarter that this
Agreement is in effect, DISTRIBUTOR shall complete and submit to GUPTA a
customer satisfaction survey of DISTRIBUTOR's support customers who were
provided TSS by DISTRIBUTOR during that applicable calendar quarter in a form
and format acceptable to GUPTA.

10.   ANNUAL AUDIT: GUPTA and DISTRIBUTOR will formally review all program
requirements, contracts and support offerings on a yearly basis on-site at the
DISTRIBUTOR.

11.   DISCLAIMER OF WARRANTIES: THE SERVICES ARE OFFERED "AS IS", AND GUPTA
MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED CONCERNING THE
SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. IT IS EXPRESSLY AGREED THAT GUPTA SHALL NOT BE LIABLE, OR IN
ANY WAY RESPONSIBLE FOR THE COMMERCIAL SUCCESS OF THE SERVICES.

GUPTA shall not be liable to DISTRIBUTOR or any other party for DISTRIBUTOR's
level of service provided to Reseller or End Users as authorized hereunder, nor
for statements, representations and warranties made by DISTRIBUTOR or any other
party in connection with the Services

Except as otherwise provided in this Addendum, the terms of the Agreement shall
remain in full force and effect. The parties confirm that all the above terms
have been agreed to as of the date last written below:

SPHINX CST ["DISTRIBUTOR"]                    GUPTA

By: ____________________________              By: ______________________________
Name: __________________________              Name: ____________________________
Title: _________________________              Title: ___________________________
Date: __________________________              Date: ____________________________

DISTRIBUTOR initials:_________                          GUPTA initials :________

                   Gupta Authorized Support Center Provisions

                                   PAGE 3 OF 3

<PAGE>

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                                  ATTACHMENT A

                        GUPTA TECHNICAL SUPPORT SERVICES

TECHNICAL SUPPORT SERVICES: The following features are provided under GUPTA's
Technical Support Services:

1.    STANDARD SUPPORT:

      -  One designated support contact eligible to call the technical
         support hotline

      -  Direct access to a team of product specialist Technical Support
         Engineers, ("TSE") with expertise in GUPTA products

      -  Issues assigned to an individual TSE who owns the problem to
         resolution

      -  Issues are individually tracked and resolved to customer
         satisfaction

2.    STANDARD PLUS SUPPORT:

      -  Multiple named contacts (Maximum of 5).

      -  Direct access to a team of product specialist Technical Support
         Engineers with expertise in GUPTA products

      -  Issues assigned to an individual TSE who owns the problem to
         resolution

      -  Issues are individually tracked and resolved to customer
         satisfaction

DISTRIBUTOR initials:_________                          GUPTA initials :________

                   Gupta Authorized Support Center Provisions

                                   PAGE 4 OF 4

<PAGE>

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                                  ATTACHMENT B

                           REQUIRED TEST ENVIRONMENTS

HARDWARE

The hardware listed is the minimum required to open a functioning DISTRIBUTOR:

One(1) high-powered PC running Novell Netware or Windows NT as the
      departmental file server. This server should have a minimum of 8 GB
      of disk storage to allow of the holding of all recent releases and
      PTFs that could be required to identify and resolve customer
      problems. This would also be the home file-server for the TSC staff.

One(1) Netware server with 6GB disk-space minimum for customer case
      re-creation.

One(1) Windows NT server w/ 6GB disk-space minimum for customer case
      re-creation.

Three(3) Windows95 or WindowsNT machines, 1 for each TSE and manager with
      minimum configuration of 24MB memory, CD-Rom drive and 1GB disk
      space.

Fax Machine

Laser Printer - Compaq PageMark15 or comparable

Networking equipment.

Tape drive

Desktop or NT or 2k machine for foreign back-end customer test cases.

SOFTWARE:

The software listed is the minimum required to open a functioning TSC:

Call-tracking software that, at a minimum, tracks the following:

      -  customers with active support contracts,

      -  number of calls logged,

      -  Product, and

      -  length of resolution

Microsoft OFFICE for each of the staff members

Internet e-mail

Windows95, and NT versions for each support language.

C++ compiler

Visual Basic

Foreign backends (Sybase, Oracle, Informix, etc) 2-3 most popular for the
territory.

TCP software on the PCs to debug connectivity problems

FAX Manager (allows Faxes to be sent FROM the network)

Microsoft Developer's Network ("MSDN") annual subscription

TELECOM:

Telco system that allows switching and transferring of calls between TSEs and
manager.

3 - dial-out lines minimally, one for the mail gateway and the others for client
use.

Internet access.

DISTRIBUTOR initials:_________                          GUPTA initials :________

                   Gupta Authorized Support Center Provisions

                                   PAGE 5 OF 5

<PAGE>

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                                  ATTACHMENT C

                        PRICE LIST FOR TECHNICAL SUPPORT

         --To be provided to DISTRIBUTOR by GUPTA Sales Representative--

DISTRIBUTOR initials:_________                          GUPTA initials :________

                   Gupta Authorized Support Center Provisions

                                   PAGE 6 OF 6

<PAGE>

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                                  ATTACHMENT D

           SAMPLE GUPTA AUTHORIZED DISTRIBUTOR MONTHLY ROYALTY REPORT

                                  Company Name
                       New Sales for Month of January 2001
                 Gupta Authorized Support Center Royalty Report

<TABLE>
<CAPTION>
                                                  ROYALTY
                                                  FEE DUE
                                               (Calculated at
                                                30% of Gupta                     CONTACT &
                     MAILING      SUPPORT      Territory Price                     EMAIL
COMPANY              ADDRESS       LEVEL            List           EXP DATE       ADDRESS          PHONE      FAX
--------           -----------    --------     ---------------     --------    --------------      -----      ----
<S>                <C>            <C>          <C>                 <C>         <C>                 <C>        <C>
Computer           1309             Std                  1,200      04/02      Chris Smith         206        206
Dynamics           Melbourne                                                   chrisSmith@com      748-       748-
                   Ave.                                                        puter_dyn.com       5222       9909
                   Seattle, WA
                   98101
Custom             1111 Third     Std Plus               2,000      04/02      Joe Barker          206        206
Cabinets           Ave.                                                        JoeB@CustomC        748-       748-
                   Suite 2850                                                  ab.com              5222       9909
                   Seattle, WA
                   98101
                                               ---------------
Total                                          $         3,200 USD
                                               ---------------
</TABLE>

DISTRIBUTOR initials:_________                          GUPTA initials :________

                   Gupta Authorized Support Center Provisions

                                   PAGE 7 OF 7

<PAGE>

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                                  ATTACHMENT E

                  DISTRIBUTOR MONTHLY TECHNICAL SUPPORT REPORT

                         Gupta Authorized Support Center
                            (Performance Statistics)

<TABLE>
<CAPTION>
                          AVERAGE                         NUMBER OF         NUMBER OF
               NEW       RESPONSE         AVERAGE           OPEN         CASES ESCALATED
COMPANY     INCIDENTS      TIME        TIME TO CLOSE      INCIDENTS         TO GUPTA           NOTES
--------    ---------    --------      -------------      ---------      ---------------       -----
<S>         <C>          <C>           <C>                <C>            <C>                   <C>
________    _________    ________      _____________      _________      _______________       _____

________    _________    ________      _____________      _________      _______________       _____

________    _________    ________      _____________      _________      _______________       _____

________    _________    ________      _____________      _________      _______________       _____

________    _________    ________      _____________      _________      _______________       _____
</TABLE>

DISTRIBUTOR initials:_________                          GUPTA initials :________

                   Gupta Authorized Support Center Provisions

                                   PAGE 8 OF 8
<PAGE>

[GUPTA LOGO]

                                    EXHIBIT D

                                   ADDENDUM TO
                  PREMIUM INTERNATIONAL DISTRIBUTION AGREEMENT

                   GUPTA AUTHORIZED TRAINING CENTER PROVISIONS

1. PURPOSE: This Addendum to the Premium International Distribution Agreement
dated 1 October, 2003 between GUPTA TECHNOLOGIES GMBH, a company formed under
the laws of Germany with offices at Riesstrasse 15-17, D-80992 Munich, Germany
("GUPTA"), and SPHINX CST, a company formed under the laws of the United Kingdom
with offices at Woodside House, Osier Drive, Sherwood Park, Nottingham, NG15
0DS, England ("DISTRIBUTOR") authorizes DISTRIBUTOR to (a) teach "GUPTA Courses"
(as defined herein), and as may be modified by GUPTA from time-to-time at its
sole discretion and to (b) purchase authorized training materials regarding
certain GUPTA Products and to use the designation "Gupta Authorized Training
Center" (ATC) in that effort. These rights are subject to the terms and
conditions below and DISTRIBUTOR agrees to abide by those terms and meet and
maintain certain minimum standards regarding instructors, facilities and GUPTA
course materials.

2. DEFINITIONS: For the purposes of this Agreement, the following definitions
shall have the meanings set forth herein:

(a) "Core Gupta Course" means a GUPTA Course, which GUPTA may denote from time
    to time as a primary course for a particular GUPTA software product.

(b) "Gupta Authorized Training Center" (ATC) means any company which (i) employs
    (or otherwise engages) at least one or more "Gupta Authorized
    Instructor(s)," who either individually or in combination with each other
    are qualified to teach each of the Gupta Core Courses and (ii) meets certain
    minimum standards regarding facilities and Gupta Course materials used when
    teaching the Gupta Course(s). The certification process for a "Gupta
    Authorized Instructor," and other requirements are outlined below.

(c) "Gupta Course" means any instructor-led class on GUPTA software products as
    further set forth in Attachment 1 where GUPTA has provided DISTRIBUTOR with
    a master copy of the applicable Instructor Materials and Student Kits.

(d) "Gupta Courseware Materials" refers to the Instructor Materials and Student
    Kits.

(e) "Instructor Materials" means the instructor training materials produced and
    packaged by GUPTA and provided to each instructor who successfully completes
    Gupta's instructor certification process as set forth in Section 5(a).

(f) "Authorized Services" means the teaching of the Gupta Courses using a Gupta
    Authorized Instructor.

(g) "Marks" mean the Gupta Authorized Training Partner, Gupta Authorized
    Instructor/Gupta CCSI, marks and logos.

(h) "Non-Core Gupta Course" means a Gupta Course, which is not denoted by GUPTA
    as a primary course for a particular Gupta software product.

(i) "Student Kits" means the student training materials.

(j) "Trademark Use Policy" means the written guidelines, as amended by GUPTA
    from time-to-time, which contains GUPTA's policies describing the proper
    usage of the Marks and other trademarks, service marks and logos of GUPTA
    and/or its licensors.

3. USE OF MARKS: During the term of the Agreement, GUPTA grants DISTRIBUTOR a
nonexclusive, nontransferable license to use the Marks (including the
designation "Gupta Authorized Training Center" and the associated logo) in its
advertising and other promotional activities solely in connection with providing
the Authorized Services. DISTRIBUTOR agrees that such usage shall also be
consistent with the terms of GUPTA's Trademark Use Policy. Such license shall
automatically terminate if (i) the Agreement or DISTRIBUTOR's right to operate
the ATC expires or terminates; or (ii) DISTRIBUTOR distributes or resells soft
copies of Courses. The Marks MAY NOT be used for any purpose that is not
directly related to the provision of the Authorized Services. Upon termination
of the Agreement, DISTRIBUTOR agrees to immediately cease to render the
Authorized Services or use the Marks in any manner whatsoever. Upon termination
of the Agreement, DISTRIBUTOR agrees to return all certificates and materials
relating to the Marks to GUPTA.

4. DISTRIBUTOR RESPONSIBILITIES: During the term of this Agreement, DISTRIBUTOR
agrees to the following:

(i)   To teach GUPTA authored Courses only (Courses may be broken down to fit
      the needs of the market) with Gupta Authorized Instructor(s);

(ii)  To provide on a quarterly basis to GUPTA no later than the 5th of each
      month following the end of the quarter that this Agreement is in effect,
      the Student Evaluation Summary in the form of Attachment 2 for each GUPTA
      Course taught;

(iii) To adhere to the following GUPTA Course fulfillment requirements and any
      other reasonable ongoing training requirements as may be specified from
      time-to-time by GUPTA. GUPTA reserves the right to modify or change the
      GUPTA Territory List Price of any or all of the applicable products or
      services upon 30 days prior written notice to DISTRIBUTOR.

DISTRIBUTOR initials:______                                GUPTA initials:______

                  Gupta Authorized Training Center Provisions

                                   PAGE 1 OF 1
<PAGE>

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    (a) DISTRIBUTOR agrees to take immediate corrective action if the student
        GUPTA Course evaluation results average under 7 (on a scale of 1-10; 10
        being best) in any evaluation criteria including overall GUPTA Course
        evaluation. GUPTA agrees to provide updated GUPTA Course materials to
        address problems identified with the GUPTA Course materials in a
        commercially reasonable timeframe.

    (b) DISTRIBUTOR agrees to provide GUPTA with a current schedule of GUPTA
        Courses that are open for general customer enrollment on a quarterly
        basis, at least 60 days in advance. GUPTA will make the schedules
        available upon request to customers inquiring about classes and assist
        DISTRIBUTOR in marketing such classes. Alternately, DISTRIBUTOR may
        provide GUPTA with an Internet URL that will direct the user to an
        online schedule of training for that DISTRIBUTOR. GUPTA will then link
        the DISTRIBUTOR's URL to the GUPTA training page.

    (c) DISTRIBUTOR agrees not to cancel publicly scheduled GUPTA Courses less
        than two weeks before the start of the GUPTA Course except for causes
        beyond its reasonable control. DISTRIBUTOR agrees to notify GUPTA within
        one business day (by fax) or as soon as is reasonably possible of any
        GUPTA Courses canceled for lack of enrollment or any other reasons.

(iv) To meet the facilities requirements specified in Section 6; and

(v)  To meet the GUPTA Course materials requirements when teaching a GUPTA
     Course.

5.   INSTRUCTOR CERTIFICATION PROCESS:

(a)   Certification Process for Gupta Certified Instructors: Instructor
      candidates for Gupta Certification will provide a written summary of their
      training-related experience and three professional references. Gupta
      Certification status will be at the sole discretion of Gupta Technologies
      GmbH.

(b)   Recertification Process: GUPTA may, in its reasonable discretion, require
      recertification of the GUPTA Courses or instructors in the event GUPTA
      releases significant modifications to the GUPTA products which are the
      subject of a particular GUPTA Course or an instructor's certification, as
      set forth in Section 5(a) above.

6. FACILITIES: In providing the Authorized Services, DISTRIBUTOR will use a
facility that meets GUPTA's reasonable minimum standards as set forth in
Attachment 3. GUPTA, at its sole discretion, may modify such minimum standards
from time to time. Training facilities must include all appropriate hardware.
This will include a trainer machine, server machine (where applicable), and
student machines. No more than two (2) students per machine are allowed.

7. COURSEWARE MATERIALS FOR GUPTA COURSES: During the Term of this Agreement,
GUPTA will make available Student Kits for each GUPTA Course offered.
DISTRIBUTOR agrees to purchase from GUPTA one (1) student kit for each student
attending a GUPTA Course (see Attachment 4, Order Form for GUPTA Student Kits).

8. STRICTLY PROHIBITED ACTIVITIES: DISTRIBUTOR shall not, nor shall DISTRIBUTOR
cause or authorize a third party to copy, manufacture, adapt, rent, lease, lend,
trade-in, create derivative works from, translate, reverse engineer, disassemble
or decompile or otherwise modify the GUPTA Courses or Student Kits.

9. CLASS REGISTRATION AND MARKETING: DISTRIBUTOR will be responsible for
registering and enrolling students, and collecting payment. DISTRIBUTOR will
also assume the primary responsibility of advertising the GUPTA Courses. In the
event that DISTRIBUTOR wishes to participate in GUPTA's customer mailing list,
DISTRIBUTOR will provide GUPTA with such advertising materials, and pay to GUPTA
all handling costs associated with such mailing. GUPTA shall use its best
efforts to include on all its training schedule literature the GUPTA Course
schedules and appropriate contact information for all GUPTA Courses offered by
DISTRIBUTOR, and where appropriate include DISTRIBUTOR schedules in other
co-marketing materials.

10. PRODUCT LICENSE: GUPTA shall provide DISTRIBUTOR with a single "Not For
Resale" copy of the required GUPTA Products. DISTRIBUTOR is authorized to copy
the Products to classroom workstations for the duration of Gupta Authorized
Training Courses only and only for classroom instruction in the Gupta Authorized
Training Course. [Note: GUPTA Products are not for use in ATC Courses unless
DISTRIBUTOR has acquired a separate license from GUPTA which expressly states
that DISTRIBUTOR may commercially use the GUPTA Products for external training
purposes.] The number of computers with this copied software shall at no time
exceed twelve (12). GUPTA reserves the right, upon reasonable notice, to come
onto DISTRIBUTOR's premises to assure that no unauthorized duplication has taken
place.

ATC initials: ________                                       GUPTA initials:____

                  GUPTA Authorized Training Center Provisions

                                   PAGE 2 OF 7
<PAGE>

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11. INSTRUCTOR SUPPORT: DISTRIBUTOR may purchase Standard, Standard Plus,
Enterprise, and Premium Enterprise Support for the required Products.

12. QUALITY OF AUTHORIZED SERVICES: DISTRIBUTOR agrees that it is of fundamental
importance to GUPTA that the Authorized Services be of the highest quality.
Accordingly, DISTRIBUTOR agrees that GUPTA will have the right to determine in
GUPTA's absolute discretion whether the Authorized Services meet GUPTA high
standards of quality and merchantability. In the event that GUPTA determines
that DISTRIBUTOR is no longer meeting acceptable levels of quality, GUPTA agrees
to so advise DISTRIBUTOR in writing and to provide DISTRIBUTOR with a
commercially reasonable time frame of no less than thirty (30) days to meet such
standards of quality. Notwithstanding the foregoing, GUPTA shall have the right
to terminate this Agreement with no period of correction if actual or potential
adverse publicity or other information, emanating from a third party or parties,
about ATC, the Authorized Services provided by ATC or the use of the Marks by
ATC causes GUPTA, in its sole judgment, to believe that its reputation will be
adversely affected.

13. TRANSLATION: During the term of this Agreement, should DISTRIBUTOR elect to
undertake and be responsible for the localization (translation) of GUPTA's
authorized training courses, the terms and conditions of such localization shall
be under a separate agreement.

14. RESERVATION OF RIGHTS AND GOODWILL IN THE MARKS: DISTRIBUTOR agrees that the
value of the publicity and goodwill associated with the Marks will exclusively
inure to the benefit of, and belong to GUPTA. DISTRIBUTOR has no rights of any
kind whatsoever with respect to the Marks licensed under this agreement except
to the extent of the license granted in this Agreement. DISTRIBUTOR will not in
any way identify itself as the owner of, or register or attempt to register or
contest the Marks or any GUPTA copyright or patent in DISTRIBUTOR's name or any
other name, or request or assist anyone else in so doing. GUPTA reserves the
right to (i) review, upon request, DISTRIBUTOR's use of the Marks in advertising
and other materials, and (ii) revoke DISTRIBUTOR's license to use the Marks, at
GUPTA's sole discretion.

Except as otherwise provided in this Addendum, the terms of the Agreement shall
remain in full force and effect. The parties confirm that all the above terms
have been agreed to as of the date last written below:

SPHINX CST ["DISTRIBUTOR"]                  GUPTA

By: _________________________________       By: ________________________________

Name: _______________________________       Name: ______________________________

Title: ______________________________       Title: _____________________________

Date: _______________________________       Date: ______________________________

ATC initials: ________                                       GUPTA initials:____

                  GUPTA Authorized Training Center Provisions

                                   PAGE 3 OF 7
<PAGE>

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                                  ATTACHMENT 1

                             GUPTA TRAINING COURSES

<TABLE>
<CAPTION>
                    CLASS TITLE                              SKU NUMBER
----------------------------------------------------        ------------
<S>                                                         <C>
BUILDING APPLICATIONS USING SQLWINDOWS                      40-6201-0002
DEVELOPING WINDOWS DNA APPLICATIONS USING SQLWINDOWS        40-6206-0000
INTEGRATING COM WITH SQLWINDOWS                             40-6207-0000
MANAGING SQLBASE 6.x DATABASES                              40-1180-0001
</TABLE>

And any other instructor-led class on GUPTA software products that GUPTA makes
available to DISTRIBUTOR (by providing a master copy of the Gupta Course
materials) during the term of this Gupta Authorized Training Center Agreement.
GUPTA reserves the right to denote any Gupta Course as a Core Gupta Course or
Non-Core Gupta Course.

ATC initials: ________                                       GUPTA initials:____

                  GUPTA Authorized Training Center Provisions

                                   PAGE 4 OF 7
<PAGE>

[GUPTA LOGO]

                                  ATTACHMENT 2

                           STUDENT EVALUATION SUMMARY

For each GUPTA Course delivered, DISTRIBUTOR will collect student evaluations
from the attendees and provide a summary in the format below:

Gupta Course Name: __________________________ Date _________________

Instructor Name: ________________________  Public _____ or On-site _____

Number of students attending: _______      Number of evaluations: _______

Using a scale of 1-10 (10 being best) provide the average of the student
evaluations in the following areas:

1.  Overall Gupta Course evaluation ______

2. Evaluation of the instructor (technical knowledge, presentation skill) ______

3. Evaluation of the Gupta Course content (technical depth, clarity, pace,
exercises) _______

4. Evaluation of the facilities (room, equipment, enrollment assistance)________

Please list all student comments on the evaluation form (positive or otherwise):

ATC initials: ________                                       GUPTA initials:____

                  GUPTA Authorized Training Center Provisions

                                   PAGE 5 OF 7
<PAGE>

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                                  ATTACHMENT 3

                       MINIMUM ATC FACILITIES REQUIREMENTS

Classroom Server: P150 with 32MB of memory and 2GB disk attached to a network
(Netware or NT)

Student Machine: P120 with 36MB of memory and 800MB disk attached to network
(Maximum of two students per machine)

Instructor Machine: P120 with 36MB of memory and 800MB disk attached to network
(Overhead projection unit for slide and demo presentations required)

Other Machines as needed:  (ie: SQLBase Server or Web Server, etc.)

*Specific classes may require additional requirements (ie: SQLBase classes will
require separate SQLBase server machines)

ATC initials: ________                                       GUPTA initials:____

                  GUPTA Authorized Training Center Provisions

                                   PAGE 6 OF 7
<PAGE>

[GUPTA LOGO]

                                  ATTACHMENT 4

                        ORDER FORM FOR GUPTA STUDENT KITS

                             STUDENT KIT ORDER FORM

                             GUPTA TECHNOLOGIES GMBH

                                Riesstrasse 15-17

                             D-80992 Munich, Germany

                              Fax no. 49-89-7851771

Bill To:                           Ship To:

Contact:                           Contact:
Phone:                             Phone:
Order Date:                        PO#:
Ship Date:                         Credit Card #:

                         BILL CUSTOMERS SHIPPING ACCOUNT

UPS #                [ ] 2-D (blue)   [ ] 1-Day (red) [ ] Ground
FEDEX#               [ ] 1-D (1st Ov) [ ] 1-D (PrOv)  [ ] 1-D (S) [ ] 2-D(Econ)
DHL#                 [ ] International Document

STUDENT KITS

<TABLE>
<CAPTION>
LINE     PART NO.                  DESCRIPTION                   QTY     UNIT LIST*   TOTAL
----   ------------    -----------------------------------       ---     ---------    -----
<S>    <C>             <C>                                       <C>     <C>          <C>
1      40-6201-0002    BUILDING APPS USING SQLWINDOWS
2      40-1180-0001    MANAGING SQLBASE 6.x DATABASES
3      40-6207-0000    INTEGRATING COM WITH SQLWINDOWS
4      40-6206-0000    DEVELOPING WINDOWS DNA APPLICATIONS
                       USING SQL WINDOWS
                                                                         ------
                                     EXPEDITE FEE**                      $45.00 USD
                                                                         ------
                                TOTAL:
</TABLE>

                         ALL PRICES ARE IN U.S. DOLLARS

        *SEE CURRENT TERRITORY PRICE LIST FOR CURRENT STUDENT KIT PRICES

    **IF YOUR ORDER MUST BE SHIPPED WITHIN 48 HOURS OF RECEIPT, THE EXPEDITE
                              FEE WILL BE CHARGED.

DISTRIBUTOR SHALL PAY OR REIMBURSE GUPTA FOR ALL NATIONAL, FEDERAL, STATE, LOCAL
OR OTHER TAXES AND ASSESSMENTS OF ANY JURISDICTION, INCLUDING SALES OR USE
TAXES, PROPERTY TAXES, WITHHOLDING TAXES AS REQUIRED BY INTERNATIONAL TAX
TREATIES, CUSTOMS OR OTHER IMPORT OR EXPORT TAXES, VALUE ADDED TAXES, AND
AMOUNTS LEVIED IN LIEU THEREOF BASED ON CHARGES SET, SERVICES PERFORMED OR TO BE
PERFORMED OR PAYMENTS MADE OR TO BE MADE UNDER THIS AGREEMENT, WITH THE
EXCEPTION OF TAXES BASED ON GUPTA'S NET INCOME.

ATC initials: ________                                       GUPTA initials:____

                  GUPTA Authorized Training Center Provisions

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