<PAGE>

                                                                   Exhibit 10.57


                              INFORMIX CORPORATION

                      1998 NON-STATUTORY STOCK OPTION PLAN

                  (EFFECTIVE AS OF JULY 17, 1998 AND AMENDED ON
        MAY 5, 1999, AUGUST 5, 1999, OCTOBER 21, 1999 AND APRIL 28, 2000)


1.     PURPOSES OF THE PLAN. The purposes of this Non-Statutory Stock Option
Plan are:

       (a)    to attract and retain the best available personnel for positions
of substantial responsibility,

       (b)    to provide additional incentive to Employees and Consultants, and

       (c)    to promote the success of the Company's business.

       Options granted under the Plan will be Nonstatutory Stock Options (as
amended May 5, 1999).

2.     DEFINITIONS. As used herein, the following definitions shall apply:

       (a)    "ADMINISTRATOR" means the Board or any of its Committees as shall
be administering the Plan, in accordance with Section 4 of the Plan.

       (b)    "APPLICABLE LAWS" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.

       (c)    "BOARD" means the Board of Directors of the Company.

       (d)    "CODE" means the Internal Revenue Code of 1986, as amended.

       (e)    "COMMITTEE" means a committee of Directors appointed by the Board
in accordance with Section 4 of the Plan.

       (f)    "COMMON STOCK" means the common stock of the Company.

       (g)    "COMPANY" means Informix Corporation, a Delaware corporation.

       (h)    "CONSULTANT" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

       (i)    "DIRECTOR" means a member of the Board.

       (j)    "DISABILITY" means total and permanent disability as defined in
Section 22(e)(3) of the Code.


<PAGE>


       (k)    "EMPLOYEE" means any person employed by the Company or any Parent
or Subsidiary of the Company, including Officers. An Employee shall not cease to
be an Employee in the case of (i) any leave of absence approved by the Company
or (ii) transfers between locations of the Company or between the Company, its
Parent, any Subsidiary, or any successor. Neither service as a Director nor
payment of a director's fee by the Company shall be sufficient to constitute
"employment" by the Company. (as amended May 5, 1999).

       (l)    "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

       (m)    "FAIR MARKET VALUE" means, as of any date, the value of Common
Stock determined as follows:

              (i)    If the Common Stock is listed on any established stock
                     exchange or a national market system, including without
                     limitation the Nasdaq National Market or The Nasdaq
                     SmallCap Market of The Nasdaq Stock Market, its Fair Market
                     Value shall be the closing sales price for such stock (or
                     the closing bid, if no sales were reported) as quoted on
                     such exchange or system for the last market trading day
                     prior to the time of determination, as reported in THE WALL
                     STREET JOURNAL or such other source as the Administrator
                     deems reliable;

              (ii)   If the Common Stock is regularly quoted by a recognized
                     securities dealer but selling prices are not reported, the
                     Fair Market Value of a Share of Common Stock shall be the
                     mean between the high bid and low asked prices for the
                     Common Stock on the last market trading day prior to the
                     day of determination, as reported in THE WALL STREET
                     JOURNAL or such other source as the Administrator deems
                     reliable;

              (iii)  In the absence of an established market for the Common
                     Stock, the Fair Market Value shall be determined in good
                     faith by the Administrator.

       (n)    "NOTICE OF GRANT" means a written or electronic notice evidencing
certain terms and conditions of an individual Option grant. The Notice of Grant
is part of the Option Agreement.

       (o)    "OFFICER" means any Employee who is (i) an officer of the Company
pursuant to the specifications set forth in the By-Laws of the Company, (ii)
holds a position of vice-president or above, or (iii) is otherwise treated as an
officer by the Company.

       (p)    "OPTION" means a nonstatutory stock option granted pursuant to the
Plan, that is not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated thereunder.

       (q)    "OPTION AGREEMENT" means an agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.


<PAGE>


       (r)    "OPTION EXCHANGE PROGRAM" means a program whereby outstanding
options are surrendered in exchange for options with a lower exercise price.

       (s)    "OPTIONED STOCK" means the Common Stock subject to an Option.

       (t)    "OPTIONEE" means the holder of an outstanding Option granted under
the Plan.

       (u)    "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

       (v)    "PLAN" means this 1998 Non-Statutory Stock Option Plan.

       (w)    "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.

       (x)    "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

3.     STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 12 of the
Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is fifteen million five hundred thousand (15,500,000) Shares.
This includes (i) 2,500,000 Shares added to the Plan on August 5, 1999, (ii)
2,500,000 added to the Plan on October 21, 1999, and (iii) 5,000,000 added to
the Plan on April 28, 2000. The Shares may be authorized, but unissued, or
reacquired Common Stock. (as amended August 5, 1999, October 21, 1999 and April
28, 2000).

4.     ADMINISTRATION OF THE PLAN.

       (a)    The Plan shall be administered by (i) the Board or (ii) a
Committee, which committee shall be constituted to satisfy Applicable Laws.

       (b)    POWERS OF THE ADMINISTRATOR. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

              (i)    to determine the Fair Market Value of the Common Stock;

              (ii)   to select the Employees (other than Officers and Directors)
                     to whom Options may be granted hereunder;

              (iii)  to determine whether and to what extent Options are granted
                     hereunder;

              (iv)   to determine the number of shares of Common Stock to be
                     covered by each Option granted hereunder;

              (v)    to approve forms of agreement for use under the Plan;


<PAGE>


              (vi)   to determine the terms and conditions, not inconsistent
                     with the terms of the Plan, of any award granted hereunder.
                     Such terms and conditions include, but are not limited to,
                     the exercise price, the time or times when Options may be
                     exercised (which may be based on performance criteria), any
                     vesting acceleration or waiver of forfeiture restrictions,
                     and any restriction or limitation regarding any Option or
                     the shares of Common Stock relating thereto, based in each
                     case on such factors as the Administrator, in its sole
                     discretion, shall determine;

              (vii)  to reduce the exercise price of any Option to the then
                     current Fair Market Value if the Fair Market Value of the
                     Common Stock covered by such Option shall have declined
                     since the date the Option was granted;

              (viii) to institute an Option Exchange Program;

              (ix)   to construe and interpret the terms of the Plan and awards
                     granted pursuant to the Plan;

              (x)    to modify or amend each Option (subject to Section 14(b) of
                     the Plan), including the discretionary authority to extend
                     the post-termination exercisability period of Options
                     longer than is otherwise provided for in the Plan;

              (xi)   to authorize any person to execute on behalf of the Company
                     any instrument required to effect the grant of an Option or
                     previously granted by the Administrator;

              (xii)  to determine the terms and restrictions applicable to
                     Options;

              (xiii) to allow Optionees to satisfy withholding tax obligations
                     by electing to have the Company withhold from the Shares to
                     be issued upon exercise of an Option that number of Shares
                     having a Fair Market Value equal to the amount required to
                     be withheld. The Fair Market Value of the Shares to be
                     withheld shall be determined on the date that the amount of
                     tax to be withheld is to be determined. All elections by an
                     Optionee to have Shares withheld for this purpose shall be
                     made in such form and under such conditions as the
                     Administrator may deem necessary or advisable; and

              (xiv)  to make all other determinations deemed necessary or
                     advisable for administering the Plan.

       (c)    EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.

5.     ELIGIBILITY. Options may be granted hereunder only to Employees and
Consultants. (as amended May 5, 1999).

6.     LIMITATION. Neither the Plan nor any Option shall confer upon an Optionee
any right with respect to continuing the Optionee's relationship as an Employee
with the Company, nor shall they interfere in


<PAGE>


any way with the Optionee's right or the Company's right to terminate such
relationship at any time, with or without cause.

7.     TERM OF PLAN. The Plan shall become effective upon July 17, 1998. It
shall continue in effect for ten (10) years, unless sooner terminated under
Section 14 of the Plan.

8.     TERM OF OPTION. The term of each Option shall be stated in the Option
Agreement.

9.     OPTION EXERCISE PRICE AND CONSIDERATION.

       (a)    EXERCISE PRICE. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator.

       (b)    WAITING PERIOD AND EXERCISE DATES. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised.

       (c)    FORM OF CONSIDERATION. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist entirely of:

              (i)    cash;

              (ii)   check;

              (iii)  promissory note;

              (iv)   other Shares which (A) in the case of Shares acquired upon
                     exercise of an option, have been owned by the Optionee for
                     more than six months on the date of surrender, and (B) have
                     a Fair Market Value on the date of surrender equal to the
                     aggregate exercise price of the Shares as to which said
                     Option shall be exercised;

              (v)    consideration received by the Company under a cashless
                     exercise program implemented by the Company in connection
                     with the Plan;

              (vi)   such other consideration and method of payment for the
                     issuance of Shares to the extent permitted by Applicable
                     Laws; or

              (vii)  any combination of the foregoing methods of payment.

10.    EXERCISE OF OPTION.

       (a)    PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. An Option may not be exercised for a fraction of
a Share.


<PAGE>


              An Option shall be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.

              Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

       (b)    TERMINATION OF RELATIONSHIP AS AN EMPLOYEE. If an Optionee ceases
to be a an Employee, other than upon the Optionee's death or Disability, the
Optionee may exercise his or her Option, but only within such period of time as
is specified in the Option Agreement, and only to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). If, on the date
of termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

       (c)    DISABILITY OF OPTIONEE. If an Optionee ceases to be an Employee as
a result of the Optionee's Disability, the Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement, to
the extent the Option is vested on the date of termination, including as to
accelerated vesting as set forth in the Option Agreement (but in no event later
than the expiration of the term of such Option as set forth in the Option
Agreement). If, on the date of termination, the Optionee is not vested as to his
or her entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.

       (d)    DEATH OF OPTIONEE. If an Optionee dies while an Employee, the
Option may be exercised within such period of time as is specified in the Option
Agreement (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee's estate or by a person
who acquires the right to exercise the Option by bequest or inheritance, but
only to the extent that the Option is vested on the date of death, including as
to accelerated vesting as set forth in the Option Agreement. If, at the time of
death, the Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall immediately revert to the
Plan. The Option may be exercised by the executor or administrator of the
Optionee's estate or, if none, by the person(s) entitled to exercise the Option
under the Optionee's will or the laws of descent or distribution. If the


<PAGE>


Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

       (e)    BUYOUT PROVISIONS. The Administrator may at any time offer to buy
out for a payment in cash or Shares, an Option previously granted based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

11.    NON-TRANSFERABILITY OF OPTIONS . Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

12.    CHANGES IN CAPITALIZATION AND OWNERSHIP.

       (a)    CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

       (b)    CHANGES IN CONTROL. All obligations of the Company under the Plan,
with respect to Option granted thereunder, shall be binding on any successor to
the Company, whether the existence of such successor is the result of a direct
on indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.

13.    DATE OF GRANT. The date of grant of an Option shall be, for all purposes,
the date on which the Administrator makes the determination granting such
Option, or such other later date as is determined by the Administrator. Notice
of the determination shall be provided to each Optionee within a reasonable time
after the date of such grant.

14.    AMENDMENT AND TERMINATION OF THE PLAN.

       (a)    AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend or terminate the Plan.


<PAGE>


       (b)    EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to options granted under the
Plan prior to the date of such termination.

15.    CONDITIONS UPON ISSUANCE OF SHARES.

       (a)    LEGAL COMPLIANCE. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

       (b)    INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
Option the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

16.    INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

17.    RESERVATION OF SHARES. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.


<PAGE>


                              INFORMIX CORPORATION

                      1998 NON-STATUTORY STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT


       Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option Agreement.

I.     NOTICE OF STOCK OPTION GRANT

Optionee:

       You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:

<TABLE>
<CAPTION>

       <S>                                <C>
       Grant Number

       Date of Grant

       Vesting Commencement Date

       Exercise Price per Share            $

       Total Number of Shares Granted

       Total Exercise Price                $

       Type of Option:                     Nonstatutory Stock Option

       Term/Expiration Date:
</TABLE>

       VESTING SCHEDULE:

       Subject to the Optionee continuing to be an Employee on such dates, this
Option shall vest and become exercisable in accordance with the following
schedule:

       25% of the Shares subject to the Option shall vest on the one year
anniversary of the date of grant and with the remainder of the Shares vesting in
equal monthly installments over the following thirty-six (36) months.


<PAGE>


        TERMINATION PERIOD:

       This Option may be exercised for three months after Optionee ceases to be
an Employee, including ceasing to be an Employee due to Disability. Upon the
death of the Optionee, this Option may be exercised for one year. In no event
shall this Option be exercised later than the Term/Expiration Date as provided
above.

II.    AGREEMENT

       1.     GRANT OF OPTION. The Plan Administrator of the Company hereby
grants to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the "Optionee") an option (the "Option") to purchase the number of
Shares, as set forth in the Notice of Grant, at the exercise price per share set
forth in the Notice of Grant (the "Exercise Price"), subject to the terms and
conditions of the Plan, which is incorporated herein by reference. Subject to
Section 14(b) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.

       2.     EXERCISE OF OPTION.

              (a)    RIGHT TO EXERCISE. This Option is exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant and
the applicable provisions of the Plan and this Option Agreement.

              (b)    METHOD OF EXERCISE. This Option is exercisable by delivery
of an exercise notice, in the form attached as EXHIBIT A (the "Exercise
Notice"), which shall state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised (the "Exercised
Shares"), and such other representations and agreements as may be required by
the Company pursuant to the provisions of the Plan. The Exercise Notice shall be
completed by the Optionee and delivered to a member of the Stock Option
Administration Department of the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such aggregate Exercise
Price.

       No Shares shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with Applicable Laws. Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.

       3.     METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall
be by any of the following, or a combination thereof, at the election of the
Optionee:

              (a)    cash;

              (b)    check;


<PAGE>


              (c)    consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan.

       4.     NON-TRANSFERABILITY OF OPTION. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by the Optionee. The
terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

       5.     TERM OF OPTION. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.

       6.     TAX CONSEQUENCES. Some of the federal tax consequences relating to
this Option, as of the date of this Option, are set forth below. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.

              (a)    EXERCISING THE OPTION. The Optionee may incur regular
federal income tax liability upon exercise of an NSO. The Optionee will be
treated as having received compensation income (taxable at ordinary income tax
rates) equal to the excess, if any, of the Fair Market Value of the Exercised
Shares on the date of exercise over their aggregate Exercise Price. If the
Optionee is an Employee or a former Employee, the Company will be required to
withhold from his or her compensation or collect from Optionee and pay to the
applicable taxing authorities an amount in cash equal to a percentage of this
compensation income at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.

              (b)    DISPOSITION OF SHARES. If the Optionee holds NSO Shares for
at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.

       7.     ENTIRE AGREEMENT; GOVERNING LAW. The Plan is incorporated herein
by reference. The Plan and this Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws, but not
the choice of law rules, of California.

       8.     NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (AND NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER


<PAGE>


AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS AN EMPLOYEE AT ANY TIME,
WITH OR WITHOUT CAUSE.

       By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.


OPTIONEE                                    INFORMIX CORPORATION



__________________________________          ____________________________________
Signature                                   By

__________________________________          ____________________________________
Print Name                                  Title

__________________________________
Residence Address

__________________________________



<PAGE>


                                    EXHIBIT A

                      1998 NON-STATUTORY STOCK OPTION PLAN

                                 EXERCISE NOTICE


Informix Corporation
4100 Bohannon Drive
Menlo Park, CA  94025

Attention: Stock Option Plan Administrator

       1.     EXERCISE OF OPTION. Effective as of today, ________________,
______, the undersigned ("Purchaser") hereby elects to purchase
______________ shares (the "Shares") of the Common Stock of Informix
Corporation (the "Company") under and pursuant to the 1998 Non-Statutory
Stock Option Plan (the "Plan") and the Stock Option Agreement dated _______,
_______ (the "Option Agreement"). The purchase price for the Shares shall be
$_______, as required by the Option Agreement.

       2.     DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company
the full purchase price for the Shares.

       3.     REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.

       4.     RIGHTS AS SHAREHOLDER. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to the Optionee as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 12 of the
Plan.

       5.     TAX CONSULTATION. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.


<PAGE>


       6.     ENTIRE AGREEMENT; GOVERNING LAW. The Plan and Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California.


Submitted by:                               Accepted by:

PURCHASER                                   INFORMIX CORPORATION


__________________________________          ____________________________________
Signature                                   By

__________________________________          ____________________________________
Print Name                                  Title

_________________________________
                                            Date Received

ADDRESS:                                    ADDRESS:
                                            4100 Bohannon Drive
                                            Menlo Park, CA  94025