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                                                          Exhibit 10.54


                             [INFORMIX LETTERHEAD]


December 15, 1998


Mr. Howard A. Bain III
234 Vista del Monte
Los Gatos, CA 93032

Dear Howard:

We are very pleased that you are considering joining us at Informix Software, 
Inc. (Company). The purpose of this letter is to set forth our offer of 
employment. We propose that you begin employment with Informix Software, Inc. 
in the capacity of Executive Vice President, Chief Financial Officer, 
reporting to Bob Finocchio, Chairman, President and Chief Executive Officer. 
The functions reporting to you will include world-wide Finance, MIS, 
Facilities and Real Estate and Business Development.

Your salary, computed on an annual basis beginning on the date you become an 
employee of the Company, will be $335,000 per year and shall be paid in equal 
semi-monthly installments.

You will also participate in the Executive Incentive Compensation Plan in 
1999 at a rate of 50% at target performance. Plan details will be provided 
under separate cover.

It will be recommended to the Board of Directors that you receive a 
non-qualified stock option under the Informix Corporation Employee Stock 
Option Plan to acquire 350,000 shares of the common stock of Informix 
Corporation on terms and conditions to be determined solely by the Board of 
Directors at the time of the grant. In the event of a merger or change in 
control of the Company within six months after the effective date of such 
stock option grant, the exercisability of your options will accelerate as to 
two year's additional vesting. If such change of control takes place after 
such six month period, the exercisability of your options will accelerate so 
as to become fully vested. You, of course, will be under non obligation to 
exercise any stock options which may be granted to you.

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This offer of employment is contingent upon the following:

-    Your signing of the Company's Employee Agreement for Non-disclosure of 
     Confidential Information, in the form attached.

-    Your acceptance of this offer by signing this letter below.

-    Filling out the enclosed Application Form.

-    Your signing of the enclosed W-4 form.

-    Approval by the Informix Board of Directors.

-    Within your first day of employment, you must provide for examination, 
     proof of your legal right to work in the United States and complete the 
     Immigration Form I-9 as required by the U.S. Immigration and 
     Naturalization Service. These include either 1) a U.S. passport, a U.S. 
     certificate of citizenship, a U.S. certificate of naturalization, an 
     unexpired foreign passport with attached employment authorization or an 
     alien registration card with photograph; OR 2) a state driver's license, 
     a state I.D. card, a U.S. military card AND a Social Security card or a 
     U.S. birth certificate. If you do not have proof of identification on the 
     first day of employment, you will be sent home to obtain the documents. 
     You will not be placed on the payroll until this form is completed by a  
     Company representative. If for any reason you are unable to provide 
     proof of your identity as well as your legal right to work in the United 
     States within the first three days, the Company may terminate your 
     employment. From time to time after your first day of employment, you 
     may be asked to provide proof of your identity as well as your legal 
     right to work in the United States.

Except as stated above, this offer of employment is not for any specific 
period of time and your employment may be terminated with or without cause by 
yourself or the Company at any time for any reason.

As an employee of Informix, you also agree to comply with company policies, 
procedures and standards of conduct that may be established by the Company.

This offer of employment contains all of the terms and conditions of your 
employment with the Company and supersedes any and all prior, oral or 
written representations or agreements made by anyone employed by, or 
associated with, the Company. The terms of this offer, if accepted, will 
become your terms of employment and can only be added to or modified by a 
written document signed by the Chief Executive Officer or the Vice President, 
Human Resources.

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I am looking forward to your acceptance of this offer. Please acknowledge 
your acceptance by signing and dating this letter. In addition, please 
complete the W-4 form and return it to the Human Resources Department prior 
to beginning your employment or no later than 3 days after your date of 
hire. Enclosed for your convenience in making the return is a self-addressed 
envelope. Please bring your I-9 form, required identification, and 
Non-Disclosure Agreement with you on your first day of employment for 
verification and witnessing by your manager.

Sincerely,

INFORMIX SOFTWARE, INC.

/s/ Robert J. Finocchio

Robert J. Finocchio
President, CEO and Chairman

Enclosures
1.   Non-Disclosure Form
2.   I-9 Form
3.   W-4
4.   Employment Application

AGREED ON THE 16th DAY OF DECEMBER, 1998

ANTICIPATED START DATE: refer to fax copy

SIGNED: /s/ H. Bain III
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