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                                                                      EXHIBIT 12

September 16, 1999

Frederick A. Ball
18930 Cyril Place
Saratoga, CA 95070

Dear Fred,

     On behalf of INPRISE Corporation, I am pleased to offer you the position of
Vice President and Chief Financial Officer. In such position you will report to
Dale Fuller, CEO, and your office will be located in our Scotts Valley
headquarters. It is anticipated that your start date in this position will be
September 20, 1999.

     Base Salary. Your initial base salary will be $300,000 per year ($11,538.46
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bi-weekly), payable at the same frequency as payroll is distributed to other
INPRISE employees.

     Management by Objective (MBO) Bonus. You shall be eligible for an MBO bonus
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of $100,000, based upon objectives and timetable set by Dale Fuller and yourself
during the first 15 days of your employment at INPRISE.

     Options.  I am also pleased to confirm that you will be granted options for
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the purchase of 500,000 shares of the company's Common Stock. The exercise price
will be equal to the fair market value of INPRISE's common stock as of the date
of the next Board of Director's Meeting. The options will be subject to monthly
vesting over a forty-eight (48) month period, with 1/48/th/ of the shares
vesting the first month and the remaining shares vesting in 1/48/th/ increments
over the remaining 47 months. Notwithstanding the foregoing, in the event the
company is acquired or is subject to a change in control, the vesting of the
option will be accelerated and the option shall be exercisable in full. For
these purposes an "acquisition of the company" shall mean a merger or other
transaction in which the company or substantially all of its assets is sold or
merged and as a result of such transaction, the holders of the company's common
stock prior to such transaction do not own or control a majority of the
outstanding shares of the successor corporation and a "change in control" shall
mean the election of nominees constituting a majority of the Company's Board of
Directors of the company which nominees were not approved by a majority of the
Company's Board of Directors prior to such election or the acquisition by a
third party of twenty percent (20%) or more of the company's outstanding shares
which acquisition was without the approval of a majority of the Board of
Directors of the company in office prior to such acquisition.

     Benefits.  You will be eligible to participate in INPRISE's fringe benefits
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program as of your first day of full time work (subject to standard plan waiting
periods, if applicable). These benefits include, but are not limited to, medical
and dental insurance, 401(k) plan and vacation and will be further explained
upon reporting for work.
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     Confidentiality.  INPRISE is very impressed with the skills and experience
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that you will bring to us and we hope that you will consider this offer
carefully. Should you accept this offer, I would like to remind you that it is
INPRISE's policy to avoid situations where information or materials might come
into our hands that are considered proprietary by individuals or companies other
than INPRISE. Indeed, as a condition of employment, you will be required to sign
an agreement not to expose either you or us to legal liability by divulging
trade secrets or confidential information of any employer. We are interested in
employing you because of your skills and abilities, not because of any trade
secrets you may have learned elsewhere. Thus, it is important that you take care
not to bring, even inadvertently, any books, drawings, notes, materials, etc.,
except your personal effects as you leave your current employer.

     Termination.  As with all employment at INPRISE, your employment is
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considered "at will." That means that both you and INPRISE have the right to
terminate employment at any time with or without advance notice, and with or
without cause. Notwithstanding the foregoing, if the company terminates your
employment for other than cause or there is a constructive termination, the
company agrees that you will be entitled to a severance payment equal to 12
months of base salary. The foregoing severance benefits are net of any benefits
you are entitled to under law or otherwise.

     For purposes of this Agreement, termination for "cause" shall mean
termination of your employment relationship with INPRISE for any of the
following reasons: (i) your engaging in an act of theft, embezzlement,
misappropriation of funds or property, or fraud against, or with respect to the
business of INPRISE; (ii) a willful breach by you of any material term of this
Agreement and, if such breach is capable of being cured, the failure by you to
cure such breach within thirty (30) days of written notice of such breach; (iii)
if you are convicted of a felony that materially impairs your performance of
duties for INPRISE; or (iv) as a result of your reckless or willful misconduct,
you commit any act that causes, or knowingly fails to take reasonable and
appropriate action to prevent, any material injury to the financial condition or
business reputation of INPRISE.

     "Constructive termination" shall mean any one or more of the following: (i)
without your express written consent, the relocation of the principal place of
your employment to a location that is more than fifty (50) miles from the
company's current headquarters; (ii) any failure by INPRISE to pay, or any
material reduction by INPRISE of, your base salary or benefits (unless
reductions comparable in amount and duration are concurrently made for all other
employees of INPRISE with responsibilities, organizational level and title
comparable to yours) or (iii) a material diminution of your responsibilities.

     In the event of any dispute or claim relating to or arising out of your
employment relationship with INPRISE, this agreement, or the termination of your
employment with INPRISE for any reason (including, but not limited to, any
claims of breach of contract, wrongful termination or age, sex, race, national
origin, disability or other discrimination or harassment), you and INPRISE agree
that all such disputes shall be fully, finally and exclusively resolved by
binding arbitration conducted by the American Arbitration Association in Santa
Clara County, California. You and INPRISE hereby waive that this arbitration
provision shall not apply to any disputes or
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claims relating to or arising out of the actual or alleged misuse or
misappropriation of INPRISE's property, including, but not limited to, its trade
secrets or proprietary information.

     This agreement, the confidentiality and stock option agreements referred to
above constitute the entire agreement between you and INPRISE regarding the
terms and conditions of your employment, and they supersede all prior
negotiations, representations or agreements between you and INPRISE. The
provisions of this agreement regarding "at will" employment and arbitration may
only be modified by a document signed by you and the President of INPRISE.

                                    * * * *

     We are very excited about the possibility of you joining us. Please take
the time to review this letter and, if appropriate, to sign and return a copy to
me. We all look forward to a mutually beneficial relationship and in the
meantime, should you have any questions, please do not hesitate to contact me at
any time.

Sincerely,

INPRISE CORPORATION


/s/__________________________________
Dale Fuller
Chief Executive Officer

AGREED AND ACCEPTED:



/s/__________________________________
Frederick A. Ball


Date:  September 16, 1999