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     Confidential Materials omitted and filed separately with the Securities
              and Exchange Commission. Asterisks denote omissions.
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                                                                   EXHIBIT 10.16

      SEVENTH AMENDMENT TO PROGRESS SOFTWARE APPLICATION PARTNER AGREEMENT


SEVENTH AMENDMENT to the Progress Software Corporation Application Partner
Agreement is effective as of the 28th day of November, 2001 ("Effective Date"),
by and between Progress Software Corporation, a Massachusetts corporation with
its principal place of business at 14 Oak Park, Bedford, Massachusetts 01730
("PSC") and RSA Security Inc. (formerly known as Security Dynamics Inc.), a
Massachusetts corporation with its principal place of business at 20 Crosby
Drive, Bedford, Massachusetts 01730 ("AP").

     WHEREAS, PSC and AP entered into a Progress Software Application Partner
Agreement effective as of December 5, 1994 (the "Agreement"); and

     WHEREAS, PSC and AP previously amended the Agreement by entering into the
Progress Software Application Partner Agreement Addendum effective as of
December 5, 1994 (the "Addendum") and a subsequent amendment to the Agreement
dated as of October 19, 1995 (the "Amendment");

     WHEREAS, PSC and AP entered into a Second Amendment to the Agreement dated
as of November 29, 1995 (the "Second Amendment") which completely superseded the
terms and conditions of the earlier Addendum and Amendment and specified new
special pricing and distribution terms and conditions in an Attachment A
relating to certain PSC products distributed by AP or AP's distributors in
conjunction with AP's PROGRESS(R)-based applications; and

     WHEREAS, PSC and AP entered into a Third Amendment to the Agreement dated
as of November 15, 1996 (the "Third Amendment") specifying certain additional
modifications to the terms and conditions of the Agreement and replacing the
Attachment A incorporated by reference into the Second Amendment with a new
Attachment A including modified special pricing and distribution terms and
conditions relating to certain PSC products distributed by AP or AP's
distributors in conjunction with AP's PROGRESS(R)-based applications; and

     WHEREAS, PSC and AP entered into a Fourth Amendment to the Agreement dated
as of April 1, 1998 (the "Fourth Amendment") identifying the PSC products that
AP has the right to distribute to accomplish the AP customer configuration for
AP's PROGRESS(R)-based application and specifying additional modifications to
the special pricing and distribution terms and conditions set forth in
Attachment A to the Third Amendment; and

     WHEREAS, PSC and AP entered into a Fifth Amendment to the Agreement dated
as of February 18, 1999 (the "Fifth Amendment") whereby PSC granted, and AP
accepted, a license to use, distribute, OEM and sub-license the Progress
Database in AP's Public Key Infrastructure ("PKI") Products; and

     WHEREAS, PSC and AP entered into a Sixth Amendment to the Agreement dated
as of October 26, 1999 (the "Sixth Amendment") that specified certain additional
terms and conditions pertaining to AP's ordering of additional quantities of PSC
products, and AP's use and distribution of said PSC products; and

     WHEREAS, PSC and AP desire to further amend the terms and conditions of the
Agreement and the prior Amendments to specify certain additional terms and
conditions pertaining to AP's ordering of additional quantities of PSC products,
and AP's use and distribution of said PSC products,

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     NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:


1.   Subject to the existing requirements as set forth in the previous
     Amendments and the Agreement and in consideration for AP paying to PSC,
     according to the payment terms as further specified herein, the
     non-refundable sum of [**] Dollars ($[**]) for license fees, AP can
     distribute up to [**] revenue copies of versions 8.3 and 9.1 deployment
     licenses, on HPUX, AIX, NT and Solaris platforms, for the following
     Progress product configuration:

     Progress ProVISION (up to 16 users)
     Progress Enterprise Database
     Progress Client Networking
     Progress Server Networking
     Progress E/SQL

     This Seventh Amendment commences on the Effective Date above. All copies
     must be deployed by the end of the one (1) year term. PSC shall provide
     unlimited phone support to AP at no additional charge.

     Except for Progress ProVISION, AP's distribution of such PSC products shall
     not be limited to any certain number of users, provided that, for each
     deployment of the above-mentioned Progress product configuration, or
     portion thereof, to an AP customer in conjunction with the AP
     Progress-based applications described herein, the number of users
     authorized to use such PSC products shall not exceed the number of users
     authorized to use AP's Progress-based application(s).

     Payment terms for the initial $[**] of license fees shall be as follows:

     $[**]   due by January 2, 2002
     $[**]   due by February 15, 2002
     $[**]   due by April 15, 2002
     $[**]   due by June 15, 2002

     Upon execution of this Amendment, all royalty obligations from prior
     amendments are hereby satisfied in full.

     AP shall have the right to distribute all or part of the above Progress
     products for each AP customer license for any one or more of the AP
     Progress-based applications currently identified as follows:

         ACE/Server
         RSA Keon Certificate Server
         RSA Advanced Public Key Infrastructure ("PKI")
         Keon Unix Platform Security

2.   The parties agree that, at the end of this one (1) year term or the
     depletion of the [**] revenue copies, whichever occurs first, to either
     extend the term of this Seventh Amendment according to the terms outlined
     in Section 3 below, or negotiate in good faith the terms and conditions
     that will govern a new agreement for any subsequent terms.

3.   After the expiration of this Seventh Amendment, AP may extend the term of
     this Seventh Amendment for an additional twelve (12) months for deployment
     of [**] revenue copies,

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     provided AP pays to PSC an up-front, non-refundable, pre-payment of $[**]
     (with 40% due upon execution of the extension, 20% due 45 days after
     execution, 20% due 105 days after execution, and the remaining 20% due 165
     days after execution), and provided such pre-payment occurs at the
     expiration of this Seventh Amendment or upon the depletion of the initial
     [**] revenue copies, whichever occurs first. After any second year term, AP
     may extend the term of this Seventh Amendment for an additional twelve (12)
     months for [**] revenue copies, provided AP pays to PSC an up-front,
     non-refundable, pre-payment of $[**] (with 40% due upon execution of the
     extension, 20% due 45 days after execution, 20% due 105 days after
     execution, and the remaining 20% due 165 days after execution), and
     provided such pre-payment occurs at the expiration of the second year term
     or upon the depletion of that term's [**] revenue copies, whichever occurs
     first.

4.   AP will continue to provide to PSC monthly license deployment reports
     detailing the number of licenses sold as required under the previous
     Amendments and the Agreement.

5.   The term of this Seventh Amendment shall commence as of the Effective Date
     defined above, and shall continue in force for the earlier of a period of
     one (1) year, or upon depletion of the [**] revenue copies, whichever
     occurs first.

6.   Except as specifically modified or amended by this Seventh Amendment, the
     terms and conditions of the Agreement (as previously amended by the Sixth,
     Fifth, Fourth, Third and Second Amendments thereto) shall remain in full
     force and effect until the termination of the Agreement. No other
     modifications or additions are made to the Agreement. The Agreement,
     Seventh, Sixth, Fifth, Fourth, Third, Second and First Amendments
     constitutes the entire agreement between the parties with respect to the
     subject matter hereof. In the event of any conflict among the terms and
     conditions of the Agreement, the Second Amendment, Third Amendment, Fourth
     Amendment, Fifth Amendment, the Sixth Amendment or this Seventh Amendment,
     the order of precedence shall be: first, this Seventh Amendment, second,
     the Sixth Amendment, third, the Fifth Amendment, fourth, the Fourth
     Amendment, fifth, the Third Amendment, sixth, the Second Amendment (which
     completely supersedes the earlier Addendum and Amendment) and seventh and
     finally, the Agreement.

     IN WITNESS WHEREOF, this Seventh Amendment has been executed under seal for
and on behalf of each of the parties hereto by their duly authorized
representative as of the date first set forth above.


RSA SECURITY INC.                           PROGRESS SOFTWARE CORPORATION


By: /s/ JOHN F. KENNEDY                     By: /s/ Jeff Ray
   -------------------------------             ---------------------------------

Name: John F. Kennedy                       Name: Jeff Ray
     -----------------------------               -------------------------------

Title: SVP & CFO                            Title: VP
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