Exhibit 10.10

Amendment No. 1 to the Master Support AgreementbetweenSun
Microsystems, Inc. and Inprise Corporation

THIS AMENDMENT NO. 1 (the MSA Amendment) to the Master Support
Agreement No. 55709 (the MSA) between Sun Microsystems, Inc., located at 901 San
Antonio Road, Palo Alto, California 94303 (Sun) and Inprise Corporation, (formerly
known as Borland International, Inc.), and located at 100 Enterprise Way, Scotts Valley,
CA 95066, (Borland or Customer), is made and entered into by and between the same
parties. The parties agree as follows:

WHEREAS
Borland has been receiving support under a Master Support Agreement, dated June
15, 2000, (Sun legal files index agreement no. 55709), including Updates and
Upgrades, Java Engineering Connection and TCK Support for Suns Java 2
Platform Enterprise Edition Technology (J2EE),

WHEREAS
Borland has been receiving support for Suns Java 2 Platform Standard
Edition Development Kit under a Technology License and Distribution Agreement
(TLDA) dated October 31, 1995,

WHEREAS
Borland desires to begin receiving support for Suns Java 2 Micro Edition
Connected Limited Device Configuration (CLDC), Java 2 Micro Edition
Mobile Information Device Profile (MIDP), and Personal Java
Platform,

NOW
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.        Section 2.1 of the MSA is hereby deleted in its entirety and replaced
with the following:

| | 2.1    
Term and Termination. Notwithstanding the Effective Date of the MSA, the term of support
as amended hereunder, shall commence on December 29, 2000 and end on December 28, 2001.
Thereafter, Borland may renew the MSA for up to four, one-year terms, upon thirty days
written notice prior to the end of the preceding year. Fees for any renewal term are as
set forth in the Sun Software and Technology Worldwide Price List and are nonrefundable
and due in advance. Either party may terminate this Agreement by written notice (i)
immediately, upon material breach by the other party of the confidentiality provisions of
this Agreement; or (ii) if the other party fails to cure any material remediable breach
within thirty (30) days of receipt of written notice of the breach.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.        Support Program Fees. Upon execution of this MSA Amendment, Borland
shall pay to Sun, a nonrefundable payment in the amount of *****, less a credit of *****
for a total of ***** for the right to receive support under the MSA as amended hereunder,
for the one year term commencing on December 29, 2000.

3.        With respect to the Java Application Environment, and Java 2 Platform
Standard Edition, this MSA Amendment supersedes Section 3.0 (page 7-8) and Section 3. of
Exhibit C of the TLDA entered into by the parties hereto. Upon execution of this MSA
Amendment and payment of the fees due under section 2., no support or upgrades, and no
Updates and Support Fee shall be due for the Java Application Environment or the Java 2
Platform Standard Edition Development Kit under the TLDA.

|***** | Confidential treatment has been requested for the redacted portions. The confidential
redacted portions have been filed separately with the Securities and Exchange Commission.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1

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4.        The parties agree to
add the following Java Technology Program Modules:

a.
Attachment A-4: Updates and Upgrades [PersonalJava and J2SE]

b.
Attachment A-5: Java Engineering Connection [PersonalJava and J2SE]

c.
Attachment A-6: TCK [PersonalJava and J2SE]

d.
Attachment A-7: Base Porting Kit [CLDC, MIDP]

e.
Attachment A-8: Java Engineering Connection - Gold [CLDC, MIDP]

5.        Section 1.2 of
Attachment A-3 Java Technology Program Module (TCK Support for J2EE) of the MSA is hereby
amended to add the following to the list of Customer Product Line(s): JBuilder,
JBuilder Handheld Express, JdataStore, MIDAS Client for Java, AppCenter, and VisiBroker,
Customers integrated developer tool environments and integrated developer tool
environment supplemental products using Java platform technology.

Except as expressly amended herein, the MSA shall remain
unaltered and in full force and effect. The parties have caused this Amendment
to be executed by their authorized representatives.

|                       |  |                     |  |        |  |                                                             
|---------------------- |  | ------------------- |  | ------ |  | ------------------------------------------------------------
|Sun Microsystems, Inc. |  | Inprise Corporation
|                      
|                      
|                      
|By:                    |  | /s/ Sheila R. Kerr  |  | By:    |  | /s/ Keith E. Gottfried                                      
|                       |  |                     |  |        |  |                                                             
|                       |  | FOR NEAL CIVJAN     |  |        |  |                                                             
|                      
|Name:                  |  | Sheila R. Kerr      |  | Name:  |  | Keith E. Gottfried                                          
|                       |  |                     |  |        |  |                                                             
|                       |  | (printed or typed)  |  |        |  | (printed or typed)                                          
|                      
|Title:                 |  | Manager, Sales OPS  |  | Title: |  | Senior Vice President, General Counsel & Corporate Secretary
|                       |  |                     |  |        |  |                                                             
|                      
|Date:                  |  | 12/29/00            |  | Date:  |  | 12/29/00                                                    
|                       |  |                     |  |        |  |                                                             

2

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ATTACHMENT A-4JAVA TECHNOLOGY PROGRAM MODULE(UPDATES AND UPGRADES)

This
Program Module sets forth the Updates and Upgrades (defined below) program
provided by Sun directly to Customer for Supported Products and Technologies.
For purposes of this Program Module, Technology License means an
agreement in effect with Sun or any of its affiliated companies at the time of
an Incident and pursuant to which, Customer has been granted at a minimum the
right to use Supported Products and Technology(ies) in source form.

|1.0 | Supported
Products and Technologies:
|--- | ------------------------------------

| | Java
2 Platform Standard Edition Development Kit (source)
| | ---------------------------------------------------------

| | Personal
Java Platform Technology (source)
| | ------------------------------------------

|2.0 | Definitions
|--- | -----------

2.1       Updates means
modifications, variations and enhancements, to the extent included in a patch or release
of the Supported Product or Technology unless otherwise specified herein, which Sun
generally licenses as a part of a Supported Product or Technology. This term does not
include additional reference implementations or ports of any Java technology unless
specifically licensed in the Technology License.

2.2       Upgrades means
new versions of the Supported Products and Technologies designated exclusively by Sun as
an Upgrade and released by Sun from time to time.

|3.0 | Support Features
|--- | ----------------

*
Access to Java Technology Licensee Website: On-line access to: Each Supported Product
or Technology in source form, Upgrades, Updates, early access versions and interim builds
of the same. As available, on-line access to: additional documentation, such as,
technology specifications, white papers, and frequently asked questions (FAQs). Ability
to submit, query, edit and retrieve Incident and Error reports related to Customers
account and access Error Corrections. All Java Technology Licensee Website Updates,
Upgrades, interim builds and early access versions related to a Supported Product or
Technology shall be made available to Customer at the same time that other Customers who
have purchased Update and Upgrade Support from Sun for such Supported Product or
Technology, which in some cases, may be earlier than other Customers with a Technology
License from Sun who have not purchased these Support services.

*Learning
Modules: Customer shall have access to the learning modules that Sun makes available
from time to time for certain of the Supported Products and Technologies.

*Response
Time: Sun will use reasonable commercial efforts to acknowledge receipt of service
requests related to downloading issues within three (3) business days. Acknowledgments
are measured from the time Customer first contacts Sun with a service request to the time
Sun makes its response.

*
Product Release Information and Updates: Periodic description of plans for Supported
Products and Technologies.

*Customer
Contacts: One (1) Customer Contact.

*
Unique User ID: Sun will provide the Customer Contact with an unique user ID and
password which cannot be transferred to other Customer employees, contractors or agents.

|4.0 | Customer Obligations and Exclusions
|--- | -----------------------------------

4.1       Customer Contact. The
Customer Contact must be identified in writing to Sun within thirty (30) days of the
Effective Date. The Customer Contact must be located at Customer Site. Customer must
notify Suns Licensee

3

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Support Engineer in writing whenever the Customer Contact changes. Sun
will not be responsible for any delays or damages resulting from Customers failure
to notify Sun of a change in its Customer Contact.

|5.0 | Payments
|--- | --------

5.1       Fees. In order to
receive the Support described in this Program Module, Customer must pay a Program fee per
Supported Product and Technology specified in this Program Module. Fees will be invoiced
annually in advance. Program Fees shall be non-refundable and shall be due at Sun upon
execution of this Agreement by the parties. The Program Fee for the initial year of
Support under this Program Module is as specified in Amendment No. 1 to the MSA, for the
two Supported Technologies indicated above.

5.2       Additional Supported
Products. The term of Support for any additional Supported Products and
Technologies hereunder will be coterminous with the term of the Agreement. Fees due for
such Support will be prorated on a twelve (12) month basis. The commencement date of
additional Support will be the date the parties execute an additional Program Module for
such additional Supported Products and Technologies.

|6.0 | Customer Site: 100 Enterprise Way, Scotts Valley, CA 95066
|--- | ----------------------------------------------------------

|                       |  |                    |  |                               |  |                                                             
|---------------------- |  | ------------------ |  | ----------------------------- |  | ------------------------------------------------------------
|Sun Microsystems, Inc. |  |                    |  | Customer: Inprise Corporation
|                      
|Signed:                |  | /s/ Sheila R. Kerr |  | Signed:                       |  | /s/ Keith E. Gottfried                                      
|                       |  |                    |  |                               |  |                                                             
|                       |  | FOR NEAL CIVJAN    |  |                               |  |                                                             
|                      
|Name:                  |  | Sheila R. Kerr     |  | Name:                         |  | Keith E. Gottfried                                          
|                       |  |                    |  |                               |  |                                                             
|                       |  | (printed or typed) |  |                               |  | (printed or typed)                                          
|                      
|Title:                 |  | Manager Sales OPS  |  | Title:                        |  | Senior Vice President, General Counsel & Corporate Secretary
|                       |  |                    |  |                               |  |                                                             
|                      
|Date:                  |  | 12/29/00           |  | Date:                         |  | 12/29/00                                                    
|                       |  |                    |  |                               |  |                                                             

4

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ATTACHMENT A-5JAVA TECHNOLOGY PROGRAM MODULE(JAVA ENGINEERING
CONNECTION)

This
Program Module sets forth the Support provided by Sun directly to Customer for
Supported Products and Technologies. For purposes of this Program Module,
Technology Licensemeans an agreement in effect with Sun or any
of its affiliated companies at the time of an Incident and pursuant to which,
Customer has been granted at a minimum the right to use Supported Products and
Technology(ies) in source form.

1.0 Customer Support Information

|1.1 | Supported
Products and Technologies:
|--- | ------------------------------------

| | Java
2 Platform Standard Edition Development Kit (source)
| | ---------------------------------------------------------

| | Personal
Java Platform Technology (source)
| | ------------------------------------------

|1.2 | Customer Site:
|--- | --------------

| | Address:
100 Enterprise Way, Scotts Valley, CA 95066
| | ----------------------------------------------------

|2.0 | Support Features
|--- | ----------------

*
Access to Java Technology Licensee Website: On-line access to: porting guides;
additional documentation (as available), such as, white papers; frequently asked
questions (FAQs), and technology-related informational updates. Ability to submit, query,
edit and retrieve Incident and Error reports related to Customers account and
access Error Corrections. Access to contact information for business and non-technical
issues related to the Supported Products and Technologies. All Java Technology Licensee
Website contents related to a Supported Product or Technology shall be made available to
Customer at the same time that Sun, in its sole discretion, makes it available to
Customers with a Technology License from Sun for that Supported Product or Technology.

*Areas
Covered: Architectural advice, Error and Incident tracking, and questions regarding
building a binary version of the Supported Product or Technology for one of Sun's
reference platforms on the supported hardware and operating system

configurations specified by
Sun. TCK-related Incidents and Errors are specifically excluded.

*
Licensee Support Engineer. Includes the following:

 A
Licensee Support Engineer (LSE) designated by Sun will serve as a point
of contact for the Customer and assist the Customer in evaluating service levels and
resolving outstanding technical issues related to Supported Products and Technologies.
The LSE will also provide first-hand information about Java technology source
development. The LSE will contact Customer within thirty (30) days from the Agreement
Effective Date to schedule an initial meeting or conference call, as appropriate. As a
result of the initial meeting, the LSE will produce a Customer Support needs and
requirements document which will serve to guide Suns delivery of Support Services
to Customer.

 Customer
and the LSE may hold further meetings or calls as necessary to finalize the needs and
requirements document for Customers project. The LSE and Customer, at minimum, will
meet at the start of any new Customer project involving the Supported Products and
Technologies.

5

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 Each
party generally will be responsible for its own travel expenses related to all meetings.
However, Sun in its sole discretion, may agree to pay certain travel expenses for
Customer if a meeting is held at Suns facilities.

*
Product Release Information: Periodic description of plans for Supported Products and
Technologies.

*Technical
Assistance and Support: Access to Sun Java technology support staff composed
of one (1) LSE which Sun will identify to Customer in writing and other advisory
personnel as needed by telephone, e-mail, facsimile and internet communications
to receive up to 20 staff hours per week of debugging advice, porting assistance
and bug or other issue tracking. Customer cannot carry forward, transfer or
obtain a refund for unused support hours. Such Sun personnel will be
available Monday through Friday, excluding Sun holidays.

Hours
of Support Coverage:

Europe, Middle East and Africa  8:30AM to 4:30PM United Kingdom time zone

Americas
 8:00AM to 5:00 PM Pacific time zone

Asia/Pacific
 9:00AM to 6:00PM Singapore time.

*Response
Time: Sun will use reasonable commercial efforts to acknowledge receipt of
service requests within three (3) business days. Acknowledgments are measured
from the time Customer first contacts Sun with a service request to the time Sun
makes its response.

*Error
Corrections: When made generally available by Sun to commercial licensees of
the applicable Java Technology. Also made available in response to an Incident
if Sun, in its sole discretion, deems it appropriate.

*Customer
Contacts: Up to three (3) Customer Contacts.

*
Unique User ID: Sun will provide the Customer Contacts with a unique user ID
and password which cannot be transferred to other Customer employees,
contractors or agents.

*
Product Release Information: Periodic description of plans for Supported Products and
Technologies.

*Technology
Forums: Subject to availability and space limitations, Customer may send up
to two (2) employees to attend one (1) technology-specific event sponsored by
Sun during the term of this Agreement at no charge. Sun, at its option, may
charge Customer for attendance at additional technology events within the
Agreement term. These technology events are provided by Sun on a periodic basis
at Sun-designated sites. Customer is responsible for all travel, lodging and
other expenses for its employees attending such events.

|3.0 | Customer Responsibilities
|--- | -------------------------

3.1       Error Corrections. Customer
may make identical copies of Error Corrections for its internal use only. Customer may
make no more copies than the number of Sun authorized copies of the Supported Products
and Technologies permitted in the Technology License. Each copy of an Error Correction
made by Customer must contain a label (a legend, for on-line versions) which includes the
information included on the original copy provided by Sun, including all applicable
copyright and trademark notices.

3.2Unmodified Supported
Product.

A.        
Binary Code. To the extent portions of a Supported Product or Technology are provided by
Sun in binary form only, Customer may obtain Support for such binary code portions only
if: (i) Customer is requesting Support for an unmodified portion of the Supported Product
or Technology, and (ii) Customer is able to demonstrate the problem with an unmodified
copy of the Supported Product or Technology to Suns satisfaction.

B.        Source
Code. Customer may obtain Support for the source code version of the Supported Product or
Technology under this Agreement only if: (i) Customer is requesting Support for an
unmodified portion of the Supported Product or Technology running on platforms then
currently supported by Sun and licensed to Customer in the Technology License; (ii)
Customer is able to demonstrate the problem with an unmodified copy of the

6

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Supported Product or Technology to Suns satisfaction; and (iii)
Customer makes reasonable efforts to identify the lines of source code related to a
service request. If Customer cannot correctly identify the lines of source code related
to a problem, Sun will use commercially reasonable efforts to meet the response times
described in this Program Module but will not be obligated to provide Support within such
response times.

3.3       Customer Contacts. Customer
Contacts must be identified in writing to Sun within thirty (30) days of the Effective
Date. All Customer Contacts must be located at Customer Site. Customer must notify Suns
Licensee Support Engineer in writing whenever the Customer Contacts change. Sun will not
be responsible for any delays or damages resulting from Customers failure to notify
Sun of a change in its Customer Contacts.

3.4       End User Support. Customer shall provide technical and maintenance support services to Customers
Distributors and End Users in accordance with Customers standard support practices.
Sun shall not be responsible for providing any support to Customers Distributors
and End Users for the Supported Products and Technologies.

|4.0 | Exclusions
|--- | ----------

4.1       Exceptions to Support
Obligations. Sun has no obligation to provide Support under this Program Module,
should such Support be required because of: (i) failure of Supported Product or
Technology due to improper use; (ii) any alterations or modifications not authorized by
Sun; (iii) causes external to Supported Product or Technology, including but not limited
to, degrading effects caused by other software, hardware or environmental factors which
prevents Supported Product or Technology from functioning properly. Support of the source
code version of a Supported Product or Technology will not include writing or testing new
source code, modified source code or device drivers on behalf of the Customer.

4.2       Customer Sites. Support
under this Program Module is provided only for Supported Product or Technology located at
the Customer Site. Support for additional Customer Sites may be purchased from Sun at an
additional fee.

4.3       Supported Releases. Support
is only available for the most current release, and in Suns sole discretion, one
(1) previous version release of the Supported Product or Technology.

|5.0 | Payments
|--- | --------

In
order to receive the Support described in this Program Module, Customer must pay the
Program Fees specified in this Program Module. Fees will be invoiced annually in advance.
Program Fees shall be non-refundable and shall be due at Sun upon execution of this
Agreement by the parties. The Program Fee for the initial year of Support under this
Program Module is as specified in Amendment No. 1 to the MSA, for the two Supported
Technologies indicated above.

|6.0 | Additional
Supported Products
|--- | -----------------------------

The
term of Support for any additional Supported Products and Technologies hereunder will be
coterminous with the term of the Agreement. Fees due for such Support will be prorated on
a twelve (12) month basis. The commencement date of additional Support will be the date
the parties execute an additional Program Module for such additional Supported Products
and Technologies.

|                       |  |                             |  |                               |  |                                                                               
|---------------------- |  | --------------------------- |  | ----------------------------- |  | ------------------------------------------------------------------------------
|Sun Microsystems, Inc. |  |                             |  | Customer: Inprise Corporation
|                      
|Signed:                |  | /s/ Sheila R. Kerr          |  | Signed:                       |  | /s/ Keith E. Gottfried                                                        
|                       |  |                             |  |                               |  |                                                                               
|                       |  | FOR NEAL CIVJAN             |  |                               |  |                                                                               
|                      
|Name:                  |  | Sheila R. Kerr              |  | Name:                         |  | Keith E. GottfriedSenior Vice President, General Counsel & Corporate Secretary
|                       |  |                             |  |                               |  |                                                                               
|                       |  | (printed or typed) 12/29/00 |  |                               |  | (printed or typed) 12/29/00                                                   

7

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|       |  |                    |  |        |  | 
|------ |  | ------------------ |  | ------ |  | 
|Title: |  | Manager, Sales OPS |  | Title: |  | 
|       |  |                    |  |        |  | 
|       |  | /s/ Sheila R. Kerr |  |        |  | 
|      
|Date:  |  | 12/29/00           |  | Date:  |  | 
|       |  |                    |  |        |  | 

8

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ATTACHMENT A-6JAVA TECHNOLOGY PROGRAM MODULE(TCK SUPPORT)

This
Program Module sets forth the Support provided by Sun directly to Customer for the
Technology Compatibility Kit (TCK) for Supported Products and Technologies.
For purposes of this Program Module, Technology Licensemeans an
agreement in effect with Sun or any of its affiliated companies at the time of an
Incident and pursuant to which, Customer has been granted, at a minimum, the right to use
Supported Products and Technology(ies) in source form.

1.0 Customer Support Information.

|1.1 | Supported Products and Technologies:
|--- | ------------------------------------

| | Java
2 Platform Standard Edition Development Kit (source)
| | ---------------------------------------------------------

| | Personal
Java Platform Technology (source)
| | ------------------------------------------

|1.2 | Customer Product Line(s):
|--- | -------------------------

JBuilder,
JBuilder Handheld Express, JdataStore, MIDAS Client for Java, AppCenter, and VisiBroker,
Customers integrated developer tool environments and developer tool supplemental
products using Java platform technology. AppServer, Customers enterprise
application deployment product using J2SE Technology.

|1.3 | Customer Site(s):
|--- | -----------------

| | Address:
100 Enterprise Way, Scotts Valley, CA 95066
| | ----------------------------------------------------

|2.0 | Definitions
|--- | -----------

2.1       Product Line means
one (1) or more Customer products that, in addition to implementing or incorporating the
same Supported Product or Technology, have substantially similar specifications for
hardware, software, processors and other design elements. The Customer Product Lines for
which Sun will provide Support shall be specified in this Program Module.

|3.0 | Support Features
|--- | ----------------

*
Access to TCK: Customer will have on-line access to the TCK for each
Supported Product or Technology in binary and source form, the TCK User Guide,
Error Corrections to the same; frequently asked questions (FAQs) and TCK
informational updates. The TCK for each Supported Product or Technology shall be
made available to Customer at the same time that Sun, in its sole discretion,
makes it available to commercial licensees of that Supported Product or
Technology.

*Test
Harness Set-Up Support: Customer will submit Incidents and receive Support
related to the TCK test harness set-up via an email alias that Sun will provide
Customer.

*Technical
TCK Assistance and Support: Access to an e-mail alias through which Customer
can receive up to five (5) staff hours per week of technical assistance related
to setting up, running and interpreting the tests in the TCK, and Error or
Incident tracking. Customer cannot carry forward, transfer or obtain a refund
for unused support hours. In the event Sun requires third-party TCK
certification and/or validation, this Program Module will exclude Incidents
related to TCK certification and/ or validation issues.

*Compatibility
Logo: Provided that Customer is in compliance with the applicable Sun
trademark license and upon receipt of Customers, or a third partys
(if required by Sun) certification that the compatibility requirements in the
Users Guide and the applicable Technology License have been met, Sun
personnel will assist

9

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Customer in obtaining the appropriate compatibility and other logos for
each of the Supported Products and Technologies that have fulfilled such compatibility
requirements.

*Response
Time: Sun will use reasonable commercial efforts to acknowledge receipt of
service requests within three (3) business days. Acknowledgments are measured
from the time Customer first contacts Sun with a service request to the time Sun
makes its response.

*
Customer Product Lines: Support in connection with Customer Product Line(s)
includes any new versions, updates or upgrades to the same created by Customer
during the term of this Program Module.

*
Customer Contacts: One.

*
Unique User ID: Sun will provide each Customer Contact with an unique user
ID and password which cannot be transferred to other Customer employees,
contractors or agents.

|4.0 | Customer Responsibilities
|--- | -------------------------

4.1       Customer Contacts. Customer
Contacts must be identified in writing to Sun within thirty (30) days of the Effective
Date. All Customer Contacts must be located at Customer Site. Customer must notify Suns
Licensee Support Engineer in writing whenever the Customer Contacts change. Sun will not
be responsible for any delays or damages resulting from Customers failure to notify
Sun of a change in its Customer Contacts.

4.2       Compatibility Testing.
Customer shall be responsible for running and passing the TCK tests as required by the
Technology License, including Attachment E of the Sun Community Source License as
applicable. Any product tested or used with the TCK cannot be deployed or distributed
unless such product is subject to and in compliance with a valid Technology License
permitting commercial redistribution.

4.3       No Modifications.
 Customer shall not modify the source or binary code of the TCK test suites.

|5.0 | Exclusions
|--- | ----------

5.1       Exceptions to Support
Obligations. Sun has no obligation to provide debugging assistance for Customer's
applications under this Program Module.

5.2       Customer Sites. Support
under this Program Module is provided only for TCKs located at the Customer Site. Support
for additional Customer Sites may be purchased from Sun at an additional fee.

5.3       Supported Releases. Support
is only available for the most current release of a TCK, and in Suns sole
discretion, certain previous version releases of the TCK for a particular Supported
Product or Technology.

|6.0 | Payments
|--- | --------

In
order to receive the Support described in this Program Module, Customer must pay
the Program Fees specified in this Program Module. Fees will be invoiced
annually in advance. Program Fees shall be non-refundable and shall be due at
Sun upon execution of this Agreement by the parties. The Program Fee for the
initial year of Support under this Program Module is as specified in Amendment
No. 1 to the MSA, for the two Supported Technologies indicated above.

|7.0 | Additional Supported Products
|--- | -----------------------------

The
term of Support for any additional Supported Products and Technologies hereunder
will be coterminous with the term of the Agreement. Fees due for such Support
will be prorated on a twelve (12) month

10

---

basis. The commencement date of additional Support will be the date the
parties execute an additional Program Module for such additional Supported Products and
Technologies.

|                       |  |                    |  |                               |  |                                                             
|---------------------- |  | ------------------ |  | ----------------------------- |  | ------------------------------------------------------------
|Sun Microsystems, Inc. |  |                    |  | Customer: Inprise Corporation
|                      
|Signed:                |  | /s/ Sheila R. Kerr |  | Signed:                       |  | /s/ Keith E. Gottfried                                      
|                       |  |                    |  |                               |  |                                                             
|                       |  | FOR NEAL CIVJAN    |  |                               |  |                                                             
|                      
|Name:                  |  | Sheila R. Kerr     |  | Name:                         |  | Keith E. Gottfried                                          
|                       |  |                    |  |                               |  |                                                             
|                       |  | (printed or typed) |  |                               |  | (printed or typed)                                          
|                      
|Title:                 |  | Manager, Sales OPS |  | Title:                        |  | Senior Vice President, General Counsel & Corporate Secretary
|                       |  |                    |  |                               |  |                                                             
|                      
|Date:                  |  | 12/29/00           |  | Date:                         |  | 12/29/00                                                    
|                       |  |                    |  |                               |  |                                                             

11

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ATTACHMENT A-7J2ME JAVA TECHNOLOGY PROGRAM MODULE(BASE PORTING KIT)

This
Program Module sets forth the Support provided by Sun directly to Customer for the Base
Porting Kit program for Supported Products and Technologies. For purposes of this Program
Module, Technology License means an agreement in effect with Sun or any of its
affiliated companies at the time of an Incident and pursuant to which, Customer has been
granted, at a minimum, the right to use Supported Products and Technology(ies) in source
form.

1.0 Customer Support Information.

|1.1 | Supported Products and Technologies:
|--- | ------------------------------------

| | Java
2 Micro Edition Connected Limited Device Configuration (source)
| | --------------------------------------------------------------------

| | Java
2 Micro Edition Mobile Information Device Profile (source)
| | ---------------------------------------------------------------

| | 1.2        
Customer Product Line(s):
| | -------------------------------------

JBuilder,
JBuilder Handheld Express, JdataStore, MIDAS Client for Java, AppCenter, and VisiBroker,
Customers integrated developer tool environments and developer tool environment
supplemental products using Java platform technology.

|1.3 | Customer Site(s):
|--- | -----------------

| | Address:
100 Enterprise Way, Scotts Valley, CA 95066
| | ----------------------------------------------------

|2.0 | Definitions
|--- | -----------

2.1       Product Line means
one (1) or more Customer products that, in addition to implementing or incorporating the
same Supported Product or Technology, have substantially similar specifications for
hardware, software, processors and other design elements. The Customer Product Lines for
which Sun will provide Support shall be specified in this Program Module.

2.2       Updates means
modifications, variations and enhancements, to the extent included in a patch or release
of the Supported Product or Technology unless otherwise specified herein, which Sun
generally licenses as a part of a Supported Product or Technology. This term does not
include additional reference implementations or ports of any Java technology unless
specifically licensed in the Technology License.

2.3       Upgrades means
new versions of the Supported Products and Technologies designated exclusively by Sun as
an Upgrade and released by Sun from time to time.

|3.0 | Support Features
|--- | ----------------

*
Access to Technology Compatibility Kit (TCK): Customer will have on-line access to the
TCK for each Supported Product or Technology in binary and source form, the TCK User
Guide, Error Corrections to the same; frequently asked questions (FAQs) and TCK
informational updates. The TCK for each Supported Product or Technology shall be made
available to Customer at the same time that Sun, in its sole discretion, makes it
available to commercial licensees of that Supported Product or Technology.

*
Access to Java Technology Licensee Website: On-line access to: Each
Supported Product or Technology in source reference form, Upgrades, Updates,
early access versions and interim builds of the same. As available, on-line
access to: additional documentation, such as, technology specifications, white
papers, and frequently asked questions (FAQs). Ability to submit, query, edit
and retrieve Incident and Error reports related to Customers

12

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account and
access Error Corrections. All Java Technology Licensee Website Updates,
Upgrades, interim builds and early access versions related to a Supported Product or Technology shall
be made available to Customer at the same time as other Customers who have purchased
Update and Upgrade Support from Sun for such Supported Product or Technology, which in
some cases, may be earlier than other Customers with a Technology License from Sun who
have not purchased these Support services.

*Compatibility
Logo: Provided that Customer is in compliance with the applicable Sun
trademark license and upon receipt of Customers, or a third partys
(if required by Sun) certification that the compatibility requirements in the
Users Guide and the applicable Technology License have been met, Sun
personnel will assist Customer in obtaining the appropriate compatibility and
other logos for each of the Supported Products and Technologies that have
fulfilled such compatibility requirements.

*Customer
Product Lines: Support in connection with Customer Product Line(s) includes
any new versions, updates or upgrades to the same created by Customer during the
term of this Program Module.

*Response
Time: Sun will use reasonable commercial efforts to acknowledge receipt of
service requests related to downloading issues within one (1) business day.
Acknowledgments are measured from the time Customer first contacts Sun with a
service request to the time Sun makes its response.

*Product
Release Information and Updates: Periodic description of plans for Supported Products and
Technologies.

*Customer
Contacts: One (1) Customer Contact.

*
Unique User ID: Sun will provide the Customer Contact with an unique user ID
and password which cannot be transferred to other Customer employees,
contractors or agents.

*Test
Validity: Sun will provide reasonable assistance to determine validity of
TCK tests, if requested by Customer.

|4.0 | Customer
Responsibilities
|--- | -------------------------

4.1       Customer Contact. Customer
Contacts must be identified in writing to Sun within thirty (30) days of the Effective
Date. The Customer Contact must be located at Customer Site. Customer must notify Suns
Licensee Support Engineer in writing whenever the Customer Contact changes. Sun will not
be responsible for any delays or damages resulting from Customers failure to notify
Sun of a change in its Customer Contact.

4.2       Compatibility
Testing. Customer shall be responsible for running and passing the TCK tests as
required by the Technology License, including Attachment E of the Sun Community Source
License as applicable. Any product tested or used with the TCK cannot be deployed or
distributed unless such product is subject to and in compliance with a valid Technology
License permitting commercial redistribution.

4.3       No Modifications.
Customer shall not modify the source or binary code of the TCK test suites.

|5.0 | Exclusions
|--- | ----------

5.1       Exceptions to Support
Obligations. Sun has no obligation to provide debugging assistance for Customer's
applications under this Program Module.

5.2       Customer Sites. Support
under this Program Module is provided only for TCKs located at the Customer Site. Support
for additional Customer Sites may be purchased from Sun at an additional fee.

5.3       Supported Releases. Support
is only available for the most current release of a TCK, and in Suns sole
discretion, certain previous version releases of the TCK for a particular Supported
Product or Technology.

|6.0 | Payments
|--- | --------

In
order to receive the Support described in this Program Module, Customer must pay
the Program Fees per Supported Product and Technology specified in this Program
Module. Fees will be invoiced annually in advance.

13

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Program Fees shall be
non-refundable and shall be due at Sun upon execution of this Agreement by the
parties. The Program Fee for the initial year of Support under this Program Module is
as specified in Amendment No. 1 to the MSA, for the three Supported Technologies
indicated above.

|7.0 | Additional Supported Products
|--- | -----------------------------

The
term of Support for any additional Supported Products and Technologies hereunder
will be coterminous with the term of the Agreement. Fees due for such Support
will be prorated on a twelve (12) month basis. The commencement date of
additional Support will be the date the parties execute an additional Program
Module for such additional Supported Products and Technologies.

|                       |  |                    |  |                               |  |                                                             
|---------------------- |  | ------------------ |  | ----------------------------- |  | ------------------------------------------------------------
|Sun Microsystems, Inc. |  |                    |  | Customer: Inprise Corporation
|                      
|Signed:                |  | /s/ Sheila R. Kerr |  | Signed:                       |  | /s/ Keith E. Gottfried                                      
|                       |  |                    |  |                               |  |                                                             
|                       |  | FOR NEAL CIVJAN    |  |                               |  |                                                             
|                      
|Name:                  |  | Sheila R. Kerr     |  | Name:                         |  | Keith E. Gottfried                                          
|                       |  |                    |  |                               |  |                                                             
|                       |  | (printed or typed) |  |                               |  | (printed or typed)                                          
|                      
|Title:                 |  | Manager, Sales OPS |  | Title:                        |  | Senior Vice President, General Counsel & Corporate Secretary
|                       |  |                    |  |                               |  |                                                             
|                      
|Date:                  |  | 12/29/00           |  | Date:                         |  | 12/29/00                                                    
|                       |  |                    |  |                               |  |                                                             

14

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ATTACHMENT A-8J2ME JAVA TECHNOLOGY PROGRAM MODULE(JAVA ENGINEERING
CONNECTION  GOLD)

This
Program Module sets forth the Support provided by Sun directly to Customer for
Supported Products and Technologies. For purposes of this Program Module,
Technology License means an agreement in effect with Sun or any of
its affiliated companies at the time of an Incident and pursuant to which,
Customer has been granted at a minimum the right to use Supported Products and
Technology(ies) in source form.

|1.0 | Customer Support Information
|--- | ----------------------------

|1.1 | Supported Products and Technologies:
|--- | ------------------------------------

| | Java
2 Micro Edition Connected Limited Device Configuration (source)
| | --------------------------------------------------------------------

| | Java
2 Micro Edition Mobile Information Device Profile (source)
| | ---------------------------------------------------------------

|1.2 | Customer Site(s):
|--- | -----------------

| | Address:
100 Enterprise Way, Scotts Valley, CA 95066
| | ----------------------------------------------------

|1.3 | Field of Use: For use in JBuilder, JBuilder Handheld Express, JdataStore, MIDAS Client
for Java, Customers integrated developer tool environments using Java platform
technology.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.0 | Support Features
|--- | ----------------

Sun will provide Support within the Field of Use specified above as
follows:

*
Access to Java Technology Licensee Website: On-line access to: porting guides; additional
documentation (as available), such as, white papers; frequently asked questions (FAQs),
and technology-related informational updates. Ability to submit, query, edit and retrieve
Incident and Error reports related to Customers account and access Error
Corrections. All Java Technology Licensee Website contents related to a Supported Product
or Technology shall be made available to Customer at the same time that Sun, in its sole
discretion, makes it available to Customers with a Technology License from Sun for that
Supported Product or Technology.

*Areas
Covered: TCK test harness set-up assistance, architectural consulting,
porting and tuning assistance, Error and Incident tracking, and questions
regarding building a binary version of the Supported Product or Technology for
one of Suns reference platforms on the supported hardware and operating
system configurations specified by Sun.

*
Technical Account Manager. Includes the following:


A Technical Account Manager (TAM) designated by Sun will serve
as the primary point of contact for the Customer. A Licensee Support Engineer
(LSE) will also be designated by Sun for Customer. One individual
may serve as TAM and LSE for Customer, at Suns discretion. The TAM and/or
the LSE will assist the Customer in evaluating service levels and resolving
outstanding technical issues related to Supported Products and Technologies, and
will provide assistance for business and non-technical issues. The LSE and/or
TAM will also provide first-hand information about Java technology source
development. The TAM and/or LSE will contact Customer within thirty (30) days
from the Agreement Effective Date to schedule an initial meeting or conference
call, as appropriate. As a result of the initial meeting, the TAM and/or LSE
will produce a Customer Support needs and requirements document which will serve
to guide Suns delivery of Support Services to Customer.

15

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The TAM and/or LSE will meet with Customer at least four (4) times per
year regarding Customers project, at Customers site if requested by Customer.


Customer and the TAM/LSE may hold further meetings or calls as necessary to
finalize the needs and requirements document for Customers project. The
TAM/LSE and Customer, at minimum, will meet at the start of any new Customer
project involving the Supported Products and Technologies.


Each party generally will be responsible for its own travel expenses related to
all meetings. However, Sun in its sole discretion, may agree to pay certain
travel expenses for Customer if a meeting is held at Suns facilities.

*
Product Release Information: Periodic description of plans for Supported Products and
Technologies.

*Technical
Assistance and Support: Access to Sun Java technology support staff composed
of one (1) TAM and (1) LSE as described above and other advisory personnel as
needed by telephone, e-mail, facsimile and internet communications to receive
debugging advice, porting assistance, compatibility testing assistance, and bug
or other issue tracking. Such Sun personnel will be available Monday through
Friday, excluding Sun holidays.

Hours
of Support Coverage:

Europe,
Middle East and Africa  8:30AM to 4:30PM United Kingdom time zone

Americas
 8:00AM to 5:00 PM Pacific time zone

Asia/Pacific
 9:00AM to 6:00PM Singapore time.

*Response
Time: Sun will use reasonable commercial efforts to acknowledge receipt of
service requests within one (1) business day. Acknowledgments are measured from
the time Customer first contacts Sun with a service request to the time Sun
makes its response.

*Error
Corrections: When made generally available by Sun to commercial licensees of
the applicable Java Technology. Also made available in response to an Incident
if Sun, in its sole discretion, deems it appropriate.

*Customer
Contacts: Up to three (3) Customer Contacts or three (3) Customer Sites.

*
Unique User ID: Sun will provide the Customer Contacts with a unique user ID
and password which cannot be transferred to other Customer employees,
contractors or agents.

*Technology
Forums: Subject to availability and space limitations, Customer may send up
to three (3) employees to attend three (3) technology-specific events sponsored
by Sun during the term of this Agreement at no charge. Sun, at its option, may
charge Customer for attendance at additional technology events within the
Agreement term. These technology events are provided by Sun on a periodic basis
at Sun-designated sites. Customer is responsible for all travel, lodging and
other expenses for its employees attending such events.

|3.0 | Customer Responsibilities
|--- | -------------------------

3.1       Error Corrections. Customer
may make identical copies of Error Corrections for its internal use only. Customer may
make no more copies than the number of Sun authorized copies of the Supported Products
and Technologies permitted in the Technology License. Each copy of an Error Correction
made by Customer must contain a label (a legend, for on-line versions) which includes the
information included on the original copy provided by Sun, including all applicable
copyright and trademark notices.

3.2       Unmodified Supported
Product.

A.
Binary Code. To the extent portions of a Supported Product or Technology are
provided by Sun in binary form only, Customer may obtain Support for such binary
code portions only if: (i) Customer is requesting Support for an unmodified
portion of the Supported Product or Technology, and (ii) Customer is able to
demonstrate the problem with an unmodified copy of the Supported Product or
Technology to Suns satisfaction.

B.
Source Code. Customer may obtain Support for the source code version of the
Supported Product or Technology under this Agreement only if: (i) Customer is
requesting Support for an unmodified portion of the

16

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Supported Product or
Technology running on platforms then currently supported by Sun and licensed to
Customer in the Technology License; (ii) Customer is able to demonstrate the
problem with an unmodified copy of the Supported Product or Technology to
Suns satisfaction; and (iii) Customer makes reasonable efforts to identify
the lines of source code related to a service request. If Customer cannot
correctly identify the lines of source code related to a problem, Sun will use
commercially reasonable efforts to meet the response times described in this Program
Module but will not be obligated to provide Support within such response times.

3.3       Customer Contacts. Customer
Contacts must be identified in writing to Sun within thirty (30) days of the Effective
Date. All Customer Contacts must be located at Customer Site. Customer must notify Suns
Licensee Support Engineer in writing whenever the Customer Contacts change. Sun will not
be responsible for any delays or damages resulting from Customers failure to notify
Sun of a change in its Customer Contacts.

3.4       End User Support. Customer shall provide technical and maintenance support services to Customers
Distributors and End Users in accordance with Customers standard support practices.
Sun shall not be responsible for providing any support to Customers Distributors
and End Users for the Supported Products and Technologies.

|4.0 | Exclusions
|--- | ----------

4.1       Exceptions to Support
Obligations. Sun has no obligation to provide Support under this Program Module,
should such Support be required because of: (i) failure of Supported Product or
Technology due to improper use; (ii) any alterations or modifications not authorized by
Sun; (iii) causes external to Supported Product or Technology, including but not limited
to, degrading effects caused by other software, hardware or environmental factors which
prevents Supported Product or Technology from functioning properly. Support of the source
code version of a Supported Product or Technology will not include writing or testing new
source code, modified source code or device drivers on behalf of the Customer.

4.2       Customer Sites. Support
under this Program Module is provided only for Supported Product or Technology located at
the Customer Site. Support for additional Customer Sites may be purchased from Sun at an
additional fee.

4.3       Supported Releases. Support
is only available for the most current release, and in Suns sole discretion, one
(1) previous version release of the Supported Product or Technology.

|5.0 | Payments
|--- | --------

In
order to receive the Support described in this Program Module, Customer must pay
the Program Fees specified in this Program Module. Fees will be invoiced
annually in advance. Program Fees shall be non-refundable and shall be due at
Sun upon execution of this Agreement by the parties. The Program Fee for the
initial year of Support under this Program Module is as specified in Amendment
No. 1 to the MSA, for the three Supported Technologies indicated above.

|6.0 | Additional
Supported Products
|--- | -----------------------------

The
term of Support for any additional Supported Products and Technologies hereunder will be
coterminous with the term of the Agreement. Fees due for such Support will be prorated on
a twelve (12) month basis. The commencement date of additional Support will be the date
the parties execute an additional Program Module for such additional Supported Products
and Technologies.

|                       |  |                    |  |                               |  |                                                             
|---------------------- |  | ------------------ |  | ----------------------------- |  | ------------------------------------------------------------
|Sun Microsystems, Inc. |  |                    |  | Customer: Inprise Corporation
|                      
|Signed:                |  | /s/ Sheila R. Kerr |  | Signed:                       |  | /s/ Keith E. Gottfried                                      
|                       |  |                    |  |                               |  |                                                             
|                       |  | For Neal Civjan    |  |                               |  |                                                             
|                      
|Name:                  |  | Sheila R. Kerr     |  | Name:                         |  | Keith E. Gottfried                                          
|                       |  |                    |  |                               |  |                                                             
|                       |  | (printed or typed) |  |                               |  | (printed or typed)                                          
|                      
|Title:                 |  | Manager, Sales OPS |  | Title:                        |  | Senior Vice President, General Counsel & Corporate Secretary
|                       |  |                    |  |                               |  |                                                             
|                      
|Date:                  |  | 12/29/00           |  | Date:                         |  | 12/29/00                                                    
|                       |  |                    |  |                               |  |                                                             

17

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