Exhibit 10.4

Addendum No. 3 to the Technology License And Distribution Agreement
Between Sun Microsystems, Inc. and Inprise, Inc.

This Addendum No. 3 (Addendum) to the Technology
License And Distribution Agreement (Agreement) between Inprise,
Inc., (formerly known as Borland International, Inc.) having a principal place
of business at 100 Enterprise Way, Scotts Valley, CA 95066
(Licensee) and Sun Microsystems, Inc., having a principal place of
business at 901 San Antonio Road, Palo Alto, CA 94303 (Sun), as
amended, is entered into by and between those same parties on 6-15-2000 (the
Effective Date). This Addendum is in addition to the Agreement. In
the event of a conflict between the terms of the Agreement and the terms of this
Addendum, the terms of this Addendum shall govern. All capitalized terms used
herein shall have the same meaning set forth in the Agreement, unless otherwise
stated. The parties agree as follows:

Exhibit C-13 Java2 Platform, Enterprise Edition is hereby added
to the Agreement and attached hereto.

Except as expressly amended herein, the Agreement shall remain
unaltered and in full force and effect.

|                       |  |                       |  |        |  |                              
|---------------------- |  | --------------------- |  | ------ |  | -----------------------------
|Sun Microsystems, Inc. |  | Inprise, Inc.         | 
|                      
|By:                    |  | /s/ Richard M. Larsen |  | By:    |  | /s/ Edward M. Shelton        
|                       |  |                       |  |        |  |                              
|                      
|Name:                  |  | LARSEN                |  | Name:  |  | Edward M. Shelton            
|                       |  |                       |  |        |  |                              
|                      
|Title:                 |  | DIRECTOR              |  | Title: |  | Sr. V.P. Business Development
|                       |  |                       |  |        |  |                              
|                      
|Date:                  |  | 6/15/00               |  | Date:  |  | 6/3/2000                     
|                       |  |                       |  |        |  |                              

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EXHIBIT C-13

JAVA 2 PLATFORM, ENTERPRISE EDITION

|I.                                                                                                                            | Description of Technology and Documentation
|----------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------
|The source code form of Java 2 Platform,
Enterprise Edition, as of the Effective Date, consists of the following Source Code:
|a.  All the .java files from the following javax packages:                                                                   

javax.activation javax.ejb javax.ejb.deployment javax.jms
javax.servlet javax.servlet.http javax.servlet.jap javax.mail javax.mail.event
javax.mail.internet javax.mail.search javax.naming javax.naming.spl
javax.naming.idap javax.naming.directory javax.naming.event javax.rmi
javax.rmi.CORBA javax.transaction javax.transaction.xa javax.sql

b.  Supporting .java files in packages with names beginning with "sun.",
"com.sun.", "org.xml.", or "org.w3c."

c.  Supporting C (.c), C++ (.cpp), and "Include" (.h) files.

d.  Supporting Unix Shell (.sh) and DOS "bat" (.bat) files. An updated list
of files may be published by Sun for each release.

e.  Documentation: Java 2 Platform, Enterprise Edition OEM Specification
and related API specifications. Java 2 Platform, Enterprise Edition Compatibility Test
Suite Users Guide.

|II. | Field(s) of Use: Inprise Application Server on the following platforms: Win32, Solaris,
HP-UX, Linux, AIX
|--- | ---------------------------------------------------------------------------------------------------------

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|III.                                                                  | Products List:
|--------------------------------------------------------------------- | --------------
|a.  Licensee's Products as
of the Effective Date: Inprise App. Server

b.  For purposes of the
Java 2 Platform, Enterprise Edition, the definition of Product(s) in Section
1.10 of the Agreement is replaced with the following definition:

| | Product(s) means
a Licensee product into which the Technology is implemented or integrated. A Product: (i)
must have a principal purpose which is substantially different from that of the
stand-alone Technology; (ii) must represent a significant functional and value
enhancement to the Technology; (iii) must operate in conjunction with the Technology;
(iv) must not be marketed as a technology which replaces or substitutes for
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | the
Technology; (v) must be configured to run on additional server software used to certify
that the Product meets the compatibility requirements in Section V, below, and which may
not be included in the Technology, including but not limited to a database, a naming and
directory server, an object request broker, a web server, a transaction server, and any
additional software services as set forth in the Specifications; (vi) must include all
such additional server software as set forth in the Specifications, other than a database
and related database driver software; and (vii) requires, and must be configured to run
only in conjunction with, an implementation of the version of the Java 2 Platform,
Standard Edition from Sun or a third party that meets Suns compatibility
requirements, in binary form and as specified in the Documentation set forth in Section
1.e, above. A list of Products current as of the Effective Date is included in Exhibit C
for each Technology. Licensee may add Products within the designated Field of Use for
such Products by written notification to Sun.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|IV. | Schedule of Fees and Royalties
|--- | ------------------------------

a.  
Upfront Source License Fee:

Not
applicable.

b.  
Source Support (if applicable):

As
set forth in the separate support agreement.

c.  
Java Test Suite Support Fee:

As
set forth in the separate Java Test Suite support agreement.

d.  
Compatibility Logo Fees:

The
greater of ***** per year or ***** percent (*****) of Net Sales. Net Sales means
the aggregate top-line list price of all sales or licenses of the Products during each
calendar quarter during the Term, less deductions for (a) any tax, duties, import fees or
other government charge on the sale, transportation or delivery of Products which is
absorbed by Licensee and not transferred; (b) actual cost of freight charges borne by
Licensee; (c) credit and cash refunds actually given by Licensee for returned Products;
(d) allowances for damaged, obsolete or defective Products; and

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

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(e) standard trade, volume or cash discounts actually deducted by
Licensee (other than discounts for early payment). In the event Product(s) are discounted
greater than the discounts applicable to other products or services bundled or sold in
connection therewith, then all such discounts shall be averaged across all such products
and services. Net Sales shall also include the fair market value of any services, barter,
or other non-monetary consideration Licensee receives, directly or indirectly, from sales
or licenses of the Products.

Products
may not be internally used or distributed by Licensee, or transferred at no charge to
entities affiliated with or related to Licensee, without Suns prior written
consent.

The
parties agree to enter discussions at Licensees request concerning a nonrefundable
prepayment of royalties in lieu of the above royalty percentage.

|V. | Compatibility Requirements
|-- | --------------------------

a.  
For purposes of the Java 2 Platform, Enterprise Edition, the definition of Shared
Part in Section 1.11 of the Agreement is replaced with the following definition:

| | Shared
Part means those Source Code files (and corresponding binary code) of the Technology
which are identified as shared (or words of similar meaning) or which are in
any share directory or subdirectory thereof, except those files specifically
designated by Sun as modifiable.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

b.  
Products must fully comply with the requirements of the Documentation specified in
Section 1.e, above, and pass the Java Test Suites for the Java 2 Platform, Enterprise
Edition running on a compatible implementation of the Java 2 Platform, Standard Edition,
pursuant to the requirements of Section 2.4 of the Agreement. Successful compatibility
testing must be completed in accordance with the CTS Users Guide described in
Section 1.e., above. Licensee may self-certify such compatibility, provided that Sun may
require that Licensee submit specific test documentation to an independent third party
audit facility designated by Sun, for verification of proper compatibility testing, prior
to shipment of Licensees Product. Such audit shall be at Licensees expense.
Sun may publish or otherwise distribute such test results.

c.  
Notwithstanding Section 2.4 of the Agreement, access to the Java Test Suites is subject
to a separate agreement, including, but not limited to, an additional fee for Java Test
Suite support. Licensee is not authorized to create derivative works of the Java Test
Suites, and may only utilize the Java Test Suites to verify compatibility of Products
with the specification for the Java 2 Platform Enterprise Edition. Licensee may not
publish test results or make claims of comparative compatibility with respect to other
implementations of the specification for the Java 2 Platform Enterprise Edition. Licensee
agrees not to develop any other test suites intended to validate compatibility with the
specification for the Java 2 Platform Enterprise Edition.

d.  
All Products must include a description of the specific configuration(s) Licensee used to
achieve compliance with the Java Test Suites. Such description must include the system
configuration, applicable operating system and version, applicable database and version,
and all other required software services and installations, and which must be installed
for end users to operate the Products. This information must be publicly available and
freely and readily accessible to potential end users of the Product prior to the
licensing or purchase of the Products.

|VI.                                  | Compatibility Logo
|------------------------------------ | ------------------
|Java Compatible, Enterprise Edition.

|VII. | Description of Support and Upgrades
|---- | -----------------------------------

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Java Test Suite support must be purchased by Licensee prior to
distribution of Products, subject to the terms of a separate support agreement. Source
Support, including provision of upgrades, updates, and/or engineering support, is
optional and subject to the terms of a separate agreement.

|VIII. | End User License Terms
|----- | ----------------------

Licensee shall include the following terms and conditions,
provided that Licensee shall substitute Licensees name in place of Sun as
appropriate.

1.    Restrictions. Software is confidential copyrighted information of Sun
and title to all copies is retained by Sun and/or its licensors. Customer shall not
modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer Software.
Software may not be leased, assigned, or sublicensed, in whole or in part.

2.    Export Regulations. Software, including
technical data, is subject to U.S. export control laws, including the U.S.
Export Administration Act and its associated regulations, and may be subject to
export or import regulations in other countries. Customer agrees to comply
strictly with all such regulations and acknowledges that it has the
responsibility to obtain licenses to export, re-export, or import Software.
Software may not be downloaded, or otherwise exported or re-exported (i) into,
or to a national or resident of, Cuba, Iraq, Iran, North Korea, Libya, Sudan,
Syria or any other country to which the U.S. has embargoed goods; or (ii) to
anyone on the U.S. Treasury Departments list of Specially Designated
Nations or the U.S. Commerce Departments Table of Denial Orders.

3.    Restricted Rights. Use, duplication or disclosure by the United States
government is subject to the restrictions as set forth in the Rights in Technical Data
and Computer Software Clauses in DFARS 252.227-7013(c) (1) (II) and FAR 52.227-19(c) (2)
as applicable.

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