Exhibit 10.11

Software License AgreementBetweenSun Microsystems, Inc. and Inprise Corporation

THIS Software License Agreement, (the SLA),
including Exhibits A-1 through A-5 hereto (collectively, the SLA
Exhibits), is made and entered into December 29, 2000, by and between Sun
Microsystems, Inc., located at 901 San Antonio Road, Palo Alto, California 94303
(Sun) and Inprise Corporation, located at 100 Enterprise Way, Scotts
Valley, CA 95066, (Licensee or Customer OR
Borland). The parties agree as follows:

WHEREAS
Borland wishes to license Suns Java 2 Platform Standard Edition
Development Kit (J2SE) and Java 2 Platform Enterprise Edition
(J2EE) for use with Borlands AppServer application
server software product,

WHEREAS
Borland wishes to license Suns 1) J2SE, 2) J2EE , 3) Java 2 Micro Edition
Connected Limited Device Configuration (CLDC), 4) Java 2 Micro
Edition Mobile Information Device Profile (MIDP), 5) Java TV 1.0
Source Technology (Java TV), 6) PersonalJava Platform Technology
(PJava), and other Sun Technologies which the parties may later
agree to license, for use with Borlands integrated development
environments (developer tools),

WHEREAS
Borland (formerly known as Borland International, Inc.), is party to a Sun
Technology License and Distribution Agreement dated October 31, 1995 (as amended
through the date hereof, the TLDA), for use of Suns Java
Application Environment (JAE) and J2SE,

WHEREAS
Borland desires to license Suns CLDC, MIDP, PJava, and Java TV, for use
with Borlands developer tools,

NOW
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.        Glossary. 
            a.      
Sun Technologies means the Java software products identified in the SLA Exhibits.             b.      TCK Compliant means
code which complies with the requirements of the Technology Compatibility Kit or TCK for
the respective Sun Technologies.

|2.
       Upon execution of this SLA, Borland shall make
a nonrefundable, non-transferable payment of royalties in the amount of ***** for the
right to distribute an unlimited number of copies of TCK Compliant binary implementations
of:
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                            

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

1

---

| | License version 2.7 (SCSL 2.7) for Java 2 Platform, Micro Edition, Mobile
Information Device Profile, as supplemented and amended by Attachment D (Commercial Use
License) thereto in the form attached as Exhibit A-3 to this SLA,                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | e.      
Java TV, subject to the terms and conditions contained in the Sun Community Source
License version 2.9 (SCSL 2.9) for Java TV Technology, as supplemented and
amended by Attachment D (Commercial Use License) thereto in the form attached as Exhibit
A-4 to this SLA, and                                            
| | f.      PJava, subject to the terms and conditions of the Sun Community Source License version 2.4 for
PersonalJava (SCSL 2.4 and, collectively with SCSL 2.5, SCSL, 2.7 and SCSL
2.9, the SCSL) as supplemented and amended by Attachment D (Commercial Use
License) thereto in the form attached as Exhibit A-5 to this SLA.

3.        The payment by Borland of
***** pursuant to Section 2 above shall supercede and be in lieu of any royalties,
license fees or support fees required to be made by Borland to Sun under the TLDA, or
SCSL for the use and distribution of the Sun Technologies as licensed herein and in the
TLDA, SCSL and SLA Exhibits.

4.        Capitalized terms used and
not otherwise defined in this SLA and the SLA Exhibits hereto have the same meaning as
defined in the TLDA, SCSL and Commercial Use Attachments for the respective Sun
Technologies.

5.        This SLA includes a set of
SLA Exhibits, which are themselves, independent agreements between the parties. A breach
of one of the SLA Exhibits shall not, in and of itself, necessarily constitute a breach
of another or of this Agreement generally.

6.        In the event of a conflict
of terms or conditions between the SLA Exhibits and pages 1-2 of this SLA, pages 1-3 of
this SLA shall govern.

7.        This SLA, together with all
exhibits and attachments hereto and all documents incorporated herein and therein by
reference is the partiesentire agreement relating to its subject matter. It
supersedes all prior or contemporaneous oral or written communications, proposals,
conditions, representations and warranties and prevails over any conflicting or
additional terms of any quote, order, acknowledgment, or other communication between the
parties relating to its subject matter during the term of this SLA. No modification to
this SLA will be binding, unless in writing and signed by an authorized representative of
each party.

/ / / / / // // ///

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

2

---

8.        This SLA may be executed in
one or more counterparts which, when taken together, in original or facsimile form, shall
constitute one and the same agreement.

|                       |  |                     |  |        |  |                                                               
|---------------------- |  | ------------------- |  | ------ |  | --------------------------------------------------------------
|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 and Corporate Secretary
|                       |  |                     |  |        |  |                                                               
|                      
|Date:                  |  | 12/29/00            |  | Date:  |  | 12/29/00                                                      
|                       |  |                     |  |        |  |                                                               

3

---

Exhibit ASun Technology Terms and Conditions

The Sun technologies licensed hereunder are those initialed by
both parties below:

|            |  |                                | 
|----------- |  | ------------------------------ | 
|Exhibit     |  | Sun Technology                 | 
|           
|           
|Exhibit A-1 |  | J2SE and J2EE                  | 
|           
|Exhibit A-2 |  | J2ME CLDC                      | 
|           
|Exhibit A-3 |  | J2ME MIDP                      | 
|           
|Exhibit A-4 |  | J2ME Java TV Technology v. 1.0 | 
|           
|Exhibit A-5 |  | PersonalJava Platform          | 

4

---

Exhibit A-1:   J2SE and J2EE

---

Amendment No. 4 to the TLDAbetween Sun Microsystems, Inc. and Inprise
Corporation[Sun legal files index agreement number 80614]

THIS AMENDMENT NO. 4, ( Amendment 4) to the
Technology License and Distribution Agreement dated October 31, 1995 (the
TLDA) between Sun Microsystems, Inc., located at 901 San Antonio
Road, Palo Alto, California 94303 (Sun) and Inprise Corporation,
(formerly known as Borland International, Inc.), located at 100 Enterprise Way,
Scotts Valley, CA 95066, (Borland or Customer), is made
and entered into by and between the same parties. This Amendment 4 is being
entered into simultaneously with, and is incorporated as Exhibit A-1 into, that
certain Software License Agreement between Sun and Borland dated the date hereof
(the SLA). The parties agree as follows:

1.        Field of Use Amendment.
Section II. Field of Use, in Exhibit C-13 Java 2 Platform, Enterprise Edition, attached
to Amendment No. 3 to the TLDA (Sun legal files index agreement no. 55786), (referred to
in this Amendment as Exhibit C-13) is hereby deleted in its entirety and replaced with
the following:

| | II.
Field of Use:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. Application Server use. For use in Borlands App Server Product on any OS
platforms where a Sun licensee has ported a Java compliant VM including but not limited
to Win32, Win64, Solaris, HP-UX, Linux, AIX, and Apple Mac OS X.                                                                                                                                                                                                                                                                                                                             
| | b.
Developer Tool Environment. For use in Borlands integrated developer tool
environments using Java platform technology, including but not limited to JBuilder,
JBuilder Handheld Express, JdataStore, MIDAS Client for Java Products which Borland may
distribute only to end users for the sole purpose of permitting the end user to develop
and test applications it develops by running those applications on the Product. Licensee
must not permit the end user to deploy, distribute or make commercial use of the Sun
Technology or derivatives thereof.

2.        Products List
Amendment. Section III. Products List, in Exhibit C-13 is hereby deleted in its
entirety and replaced with the following:

| | Section
III. Products List:                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.  App
Server, Borlands application server software.                                                                                                                                                                                                                                               
| | b.  Borlands
integrated developer tool environments using Java platform technology including but not
limited to JBuilder, JBuilder Handheld Express, JdataStore, MIDAS Client for Java, and
developer tool environment supplemental products including but not limited to, AppCenter
and VisiBroker.

3.        J2EE Royalties. The first
paragraph of subsection d. of Section IV. of Exhibit C-13 is deleted and is superseded in
its entirety by section 2 of the SLA.

4.        JAE, J2SE Royalties.
With respect to the Java Application Environment and Compiler only, the Per

5

---

copy and Per Subscription Royalties stated in Exhibit C Schedule of Fees
and Royalties of the TLDA are deleted and are superseded in their entirety by
Section 2 of the SLA.

5.        Licensee Products to be
used with or which integrate TCK compliant implementations of J2SE. Exhibit B of the
TLDA Description of Licensee Products is hereby amended by deleting The
IDE for Java, and replacing it with:

| | Borlands
     integrated developer tool environments using Java platform technology including
     but not limited to JBuilder, JBuilder HandHeld Express, JdataStore, MIDAS Client
     for Java, Borlands integrated developer tool environment supplemental
     products including but not limited to AppCenter and VisiBroker, and
     Borlands application deployment product AppServer.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.        Field of Use for J2SE:

| | a.
Application Server use. For use in Borlands App Server Product on any OS
platforms where a Sun licensee has ported a Java compliant VM including but not limited
to Win32, Win64, Solaris, HP-UX, Linux, AIX, and Apple Mac OS X..                                                                                                                                                                                                                                                                                                                                                                     
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b.
Developer Tool Environment. For use in Borlands integrated developer tool
environments using Java platform technology, including but not limited to JBuilder,
JBuilder Handheld Express, JdataStore, MIDAS Client for Java, and any other integrated
developer tool environment products which Borland may distribute only to end users for
the sole purpose of permitting the end user to test applications it develops by running
those applications on the Product. Licensee must not permit the end user to deploy,
distribute or make commercial use of the Sun Technology or derivatives thereof.

7.        Term of TLDA. Section 10.1
of the TLDA is hereby deleted in its entirety and replaced with the following:

| | 10.1
Term. The term of this Agreement shall begin on the Effective Date and shall
continue until December 28th, 2005, or until terminated as provided below.
Termination is permitted either for material breach of this Agreement, upon thirty (30)
days written notice to the other party and an opportunity to cure within such thirty (30)
day period, or upon any action for infringement of Intellectual Property Rights relating
to the Technology by Licensee against SUN or any of SUNs licensees of the
Technology.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

This Amendment 4 may be executed in one or more counterparts
which, when taken together, in original or facsimile form, shall constitute one
and the same agreement.

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

6

---

Exhibit A-2:   J2ME CLDC

---

ATTACHMENT DCOMMERCIAL USE LICENSE[Sun legal files index number 80615]

1. Effect. This Attachment D is to the Sun Community Source
License version 2.5 for Java 2 Platform, Micro Edition, Connected Limited Device
Configuration (SCSL). You have agreed to the terms of the SCSL by
selecting the Accept button at the end of the SCSL. You acknowledge
that the SCSL is binding on You. This Attachment D is effective only if signed
below by You and Original Contributor, and applies to Your Commercial Use of
Original Code and Upgraded Code. This Attachment D is being entered into
simultaneously with, and is incorporated as Exhibit A-2 into, that certain
Software License Agreement between Sun and Borland dated the date hereof (the
SLA). All capitalized terms used herein shall have the same meaning
set forth in the SCSL, unless otherwise stated.

2. Term. Upon execution of this Attachment D by You and Original
Contributor, this Commercial Use license shall have a term of five (5) years
commencing on December 29, 2000, and ending on December 28, 2005.

3. Commercial Use License Grant. Subject to Your compliance with
Section 4 below, Section 8.10 of the Research Use license, and the TCK license;
in addition to the Research Use license, the TCK license, and the Internal
Deployment Use license, Original Contributor grants to You a worldwide,
non-exclusive, non-transferable license, to the extent of Original
Contributors Intellectual Property Rights covering the Original Code,
Upgraded Code and Specifications, to do the following within the specified field
of use:

| | a)
reproduce and distribute Compliant Covered Code;
| | ---------------------------------------------------

| | b)
compile Compliant Covered Code and reproduce and distribute the same in Executable form
through multiple tiers of distribution; and
| | --------------------------------------------------------------------------------------------------------------------------------------

| | c)
reproduce and distribute Reformatted Specifications in association with Compliant Covered
Code.
| | --------------------------------------------------------------------------------------------------

4. Additional Requirements and Responsibilities. In addition to
the requirements and responsibilities specified in the Research Use license, the
TCK license and the Internal Deployment license, and as a condition to
exercising the rights granted in Section 3 above, You agree to the following
additional requirements and responsibilities:

a) Distribution of Source Code. Source Code of Compliant Covered Code may
be distributed only to another Licensee of the same Technology.

b) Distribution of Executable Code. You may distribute the
Executable version(s) of Compliant Covered Code under a license of Your choice,
which may contain terms different from this License, provided (i) that You are
in compliance with the terms of this License, and (ii) You must make it
absolutely clear that any terms which differ from this License are offered by
You alone, not by Original Contributor or any other Contributor.

c) Branding. Products integrating Compliant Covered Code used
for Commercial Use must be branded with the Technology compliance logo under a
separate trademark license required to be executed by You and Original
Contributor concurrent with execution of this Attachment D.

5. Indemnity/Limitation of Liability. The provisions of Section 7.1 of
the Research Use license are superseded by

7

---

the following:

a) Your Indemnity Obligation. You hereby agree to defend, at
Your expense, any legal proceeding brought against Original Contributor or any
Licensee to the extent it is based on a claim: (i) that the use, reproduction or
distribution of any of Your Error Corrections or Shared Modifications is an
infringement of a third party trade secret or a copyright in a country that is a
signatory to the Berne Convention; (ii) arising in connection with any
representation, warranty, support, indemnity, liability or other license terms
You may offer in connection with any Covered Code; or (iii) arising from Your
Commercial Use of Covered Code, other than a claim covered by Section 5.b)
below, or a patent claim based solely on Covered Code not provided by You. You
will pay all damages, costs and fees awarded by a court of competent
jurisdiction, or such settlement amount negotiated by You, attributable to such
claim.

b) Original Contributors Indemnity Obligation. Original
Contributor will defend, at its expense, any legal proceeding brought against
You, to the extent it is based on a claim that Your authorized Commercial Use of
Original Code and Upgraded Code is an infringement of a third party trade secret
or a copyright in a country that is a signatory to the Berne Convention, and
will pay all damages, costs and fees awarded by a court of competent
jurisdiction, or such settlement amount negotiated by Original Contributor,
attributable to such claim. The foregoing shall not apply to any claims of
intellectual property infringement based upon the combination of code or
documentation supplied by Original Contributor with code, technology or
documentation from other sources.

c) Right of Intervention. Original Contributor will have the
right, but not the obligation, to defend You, at Original Contributors
expense, in connection with a claim that Your Commercial Use of Original Code
and Upgraded Code is an infringement of a third party patent and will, if
Original Contributor chooses to defend You, pay all damages, costs and fees
awarded by a court of competent jurisdiction, or such settlement amount
negotiated by Original Contributor, attributable to such claim. Notwithstanding
the foregoing, Original Contributor shall not compromise, settle or otherwise
resolve any such claim on terms which are prejudicial or detrimental to Your
rights or interests without first providing notice to You of such terms and
making reasonable efforts to discuss reasonable less prejudicial or detrimental
alternatives with You.

d) Prerequisites. Under Sections 5.b) and c) above, You must,
and under Section 5.a) above, Original Contributor or any Licensee must: (i)
provide notice of the claim promptly to the party providing an indemnity; (ii)
give the indemnifying party sole control of the defense and settlement of the
claim; (iii) provide the indemnifying party, at indemnifying partys
expense, all available information, assistance and authority to defend; and (iv)
not have compromised or settled such claim or proceeding without the
indemnifying partys prior written consent.

e) Additional Remedies. Should any Original Code, Upgraded Code,
TCK, Specifications, or Modifications become, or in the indemnifying
partys opinion be likely to become, the subject of a claim of infringement
for which indemnity is provided above, the indemnifying party may, at its sole
option, attempt to procure on reasonable terms the rights necessary for the
indemnified party to exercise its license rights under this License with respect
to the infringing items, or to modify the infringing items so that they are no
longer infringing without substantially impairing their function or performance.
If the indemnifying party is unable to do the foregoing after reasonable
efforts, then the indemnifying party may send a notice of such inability to the
indemnified party together with a refund of any license fees received by the
indemnifying party from the indemnified party for the infringing items
applicable to the indemnified partys future use or distribution of such
infringing items, in which case the indemnifying party will not be liable for
any damages resulting from infringing activity with respect to the infringing
items occurring after such notice and refund.

8

---

6. Support Programs.

Support to You. Technical support is not provided to You by
Original Contributor under this License. You may contract for one or more
support programs from Original Contributor relating to the Technology which are
described on the SCSL Webpage.

Customer Support. You are responsible for providing technical and
maintenance support services to Your customers for Your products and services.

7. Royalties and Payments.

Technology specified in Attachment B.

Field of Use. For use in Borlands integrated developer
tool environments using Java platform technology, including but not limited to
JBuilder, JBuilder Handheld Express, JdataStore, MIDAS Client for Java Products
which Borland may distribute only to end users for the sole purpose of
permitting the end user to develop and test applications it develops by running
those applications on the Product. Licensee must not permit the end user to
deploy, distribute or make commercial use of the Sun Technology or derivatives
thereof.

b) Royalty Payments. Royalties are as stated in Section 2 of the SLA.

c) Taxes. All payments required by this License shall be made in
United States dollars, are exclusive of taxes, and You agree to bear and be
responsible for the payment of all such taxes, including, but not limited to,
all sales, use, rental receipt, personal property or other taxes and their
equivalents which may be levied or assessed in connection with this License
(excluding only taxes based on Original Contributors net income). To the
extent You are required to withhold taxes based upon Original Contributors
income in any country, You agree to provide Original Contributor with written
evidence of such withholding, suitable for Original Contributor to obtain a tax
credit in the United States.

d) DELETED

e) DELETED

f) DELETED

8. Notice of Breach or Infringement. Each party shall notify the
other immediately in writing when it becomes aware of any breach or violation of
the terms of this License, or when You become aware of any potential or actual
infringement by a third party of the Technology or Original Contributors
Intellectual Property Rights therein.

9. Proprietary Rights Notices. You may not remove any copyright notices,
trademark notices or other proprietary legends of Original Contributor or its suppliers
contained on or in the Original Code, Upgraded Code and Specifications.

9

---

10. Notices. All written notices required by this License must be
delivered in person or by means evidenced by a delivery receipt and will be effective
upon receipt by the persons at the addresses specified below.

|                            | 
|--------------------------- | 
|Original Contributor:       | 
|                           
|Sun Microsystems, Inc.      | 
|                           
|901 San Antonio Road        | 
|                           
|Palo Alto, California 94303 | 
|                           
|Attn.: VP, Sun Software     | 
|and Technology Sales        | 
|cc: Sun Software and        | 
|Technology, General         | 
|Counsel                     | 

11. Disclaimer of Agency. The relationship created hereby is
that of licensor and licensee and the parties hereby acknowledge and agree that
nothing herein shall be deemed to constitute You as a franchisee of Original
Contributor. You hereby waive the benefit of any state or federal statutes
dealing with the establishment and regulation of franchises.

12. Confidentiality. You shall keep and maintain in confidence the terms
and conditions of this Attachment D.

This Attachment D may be executed in one or more counterparts
which, when taken together, in original or facsimile form, shall constitute one
and the same agreement.

Agreed:

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

10

---

Exhibit A-3:   J2ME MIDP

---

ATTACHMENT DCOMMERCIAL USE LICENSE[Sun legal files index number 80616]

1. Effect. This Attachment D is to the Sun Community
Source License version 2.7 for Java 2 Platform, Micro Edition, Mobile
Information Device Profile (SCSL). You have agreed to the terms of
the SCSL by selecting the Accept button at the end of the SCSL or
executing a hardcopy SCSL with Original Contributor. You acknowledge that the
SCSL is binding on You. This Attachment D is effective only if signed below by
You and Original Contributor, and applies to Your Commercial Use of Original
Code and Upgraded Code. This Attachment D is being entered into simultaneously
with, and is incorporated as Exhibit A-3 into, that certain Software License
Agreement between Sun and Borland dated the date hereof (the SLA).
All capitalized terms used herein shall have the same meaning set forth in the
SCSL, unless otherwise stated.

2. Term. Upon execution of this Attachment D by You and
Original Contributor, this Commercial Use license shall have a term of five (5)
years commencing on December 29, 2000, and ending on December 28, 2005.

3. Commercial Use License Grant. Subject to Your
compliance with Section 4 below, Section 8.10 of the Research Use license, and
the TCK license, in addition to the Research Use license, the TCK license, and
the Internal Deployment Use license, Original Contributor grants to You a
worldwide, non-exclusive, non-transferable license, to the extent of Original
Contributors Intellectual Property Rights covering the Original Code,
Upgraded Code and Specifications, to do the following within the specified field
of use:

| | a)
reproduce and distribute Compliant Covered Code;
| | ---------------------------------------------------

| | b)
compile Compliant Covered Code and reproduce and distribute the same in Executable form
through multiple tiers of distribution; and
| | --------------------------------------------------------------------------------------------------------------------------------------

| | c)
reproduce and distribute Reformatted Specifications in association with Compliant Covered
Code.
| | --------------------------------------------------------------------------------------------------

4. Additional Requirements and Responsibilities. In
addition to the requirements and responsibilities specified in the Research Use
license, the TCK license and the Internal Deployment license, and as a condition
to exercising the rights granted in Section 3 above, You agree to the following
additional requirements and responsibilities:

a) Integration with Configuration. Compliant Covered Code
must be tightly integrated with an implementation of the Java(tm) 2 Platform,
Micro Edition, Connected Limited Device Configuration from Original Contributor
or a third party which meets Original Contributors compatibility
requirements.

b) Distribution of Source Code. Source Code of Compliant Covered Code may
be distributed only to another Licensee of the same Technology.

c) Distribution of Executable Code. You may distribute
the Executable version(s) of Compliant Covered Code under a license of Your
choice, which may contain terms different from this License, provided (i) that
You are in compliance with the terms of this License, and (ii) You must make it
absolutely clear that any terms which differ from this License are offered by
You alone, not by Original Contributor or any other Contributor.

d) Branding. Products integrating Compliant Covered Code
used for Commercial Use must be branded with the

11

---

Technology compliance logo
under a separate trademark license required to be executed by You and Original
Contributor concurrent with execution of this Attachment D.

5. Indemnity/Limitation of Liability. The provisions of Section 7.1 of
the Research Use license are superseded by the following:

a) Your Indemnity Obligation. You hereby agree to defend,
at Your expense, any legal proceeding brought against Original Contributor or
any Licensee to the extent it is based on a claim: (i) that the use,
reproduction or distribution of any of Your Error Corrections or Shared
Modifications is an infringement of a third party trade secret or a copyright in
a country that is a signatory to the Berne Convention; (ii) arising in
connection with any representation, warranty, support, indemnity, liability or
other license terms You may offer in connection with any Covered Code; or (iii)
arising from Your Commercial Use of Covered Code, other than a claim covered by
Section 5.b) below, or a patent claim based solely on Covered Code not provided
by You. You will pay all damages, costs and fees awarded by a court of competent
jurisdiction, or such settlement amount negotiated by You, attributable to such
claim.

b) Original Contributors Indemnity Obligation.
Original Contributor will defend, at its expense, any legal proceeding brought
against You, to the extent it is based on a claim that Your authorized
Commercial Use of Original Code and Upgraded Code is an infringement of a third
party trade secret or a copyright in a country that is a signatory to the Berne
Convention, and will pay all damages, costs and fees awarded by a court of
competent jurisdiction, or such settlement amount negotiated by Original
Contributor, attributable to such claim. The foregoing shall not apply to any
claims of intellectual property infringement based upon the combination of code
or documentation supplied by Original Contributor with code, technology or
documentation from other sources.

c) Right of Intervention. Original Contributor will have
the right, but not the obligation, to defend You, at Original Contributors
expense, in connection with a claim that Your Commercial Use of Original Code
and Upgraded Code is an infringement of a third party patent and will, if
Original Contributor chooses to defend You, pay all damages, costs and fees
awarded by a court of competent jurisdiction, or such settlement amount
negotiated by Original Contributor, attributable to such claim. Notwithstanding
the foregoing, Original Contributor shall not compromise, settle or otherwise
resolve any such claim on terms which are prejudicial or detrimental to Your
rights or interests without first providing notice to You of such terms and
making reasonable efforts to discuss reasonable less prejudicial or detrimental
alternatives with You.

d) Prerequisites. Under Sections 5.b) and c) above, You
must, and under Section 5.a) above, Original Contributor or any Licensee must:
(i) provide notice of the claim promptly to the party providing an indemnity;
(ii) give the indemnifying party sole control of the defense and settlement of
the claim; (iii) provide the indemnifying party, at indemnifying partys
expense, all available information, assistance and authority to defend; and (iv)
not have compromised or settled such claim or proceeding without the
indemnifying partys prior written consent.

e) Additional Remedies. Should any Original Code,
Upgraded Code, TCK, Specifications, or Modifications become, or in the
indemnifying partys opinion be likely to become, the subject of a claim of
infringement for which indemnity is provided above, the indemnifying party may,
at its sole option, attempt to procure on reasonable terms the rights necessary
for the indemnified party to exercise its license rights under this License with
respect to the infringing items, or to modify the infringing items so that they
are no longer infringing without substantially impairing their function or
performance. If the indemnifying party is unable to do the foregoing after
reasonable efforts, then the indemnifying party may send a notice of such
inability to the indemnified party together with a refund of any license fees
received by the indemnifying party from the indemnified party for the infringing
items applicable to the indemnified partys future use or distribution of
such infringing items, in which case the indemnifying party will not be liable
for any damages resulting from infringing activity with respect to the

12

---

infringing items occurring after such notice and refund.

6. Support Programs.

Support to You. Technical support is not provided to You
by Original Contributor under this License. You may contract for one or more
support programs from Original Contributor relating to the Technology which are
described on the SCSL Webpage.

Customer Support. You are responsible for providing technical and
maintenance support services to Your customers for Your products and services.

7. Field of Use; Royalties and Payments.

Technology specified in Attachment B.

Field of Use: For use in Borlands integrated developer
tool environments using Java platform technology, including but not limited to
JBuilder, JBuilder Handheld Express, JdataStore, MIDAS Client for Java, and any
other integrated developer tool environment products, which Borland may
distribute only to end users for the sole purpose of permitting the end user to
test applications it develops by running those applications on the Product.
Licensee must not permit the end user to deploy, distribute or make commercial
use of the Sun Technology or derivatives thereof.

b) Royalty Payments. As stated in section 2 of the SLA.

c) Taxes. All payments required by this License shall be
made in United States dollars, are exclusive of taxes, and You agree to bear and
be responsible for the payment of all such taxes, including, but not limited to,
all sales, use, rental receipt, personal property or other taxes and their
equivalents which may be levied or assessed in connection with this License
(excluding only taxes based on Original Contributors net income). To the
extent You are required to withhold taxes based upon Original Contributors
income in any country, You agree to provide Original Contributor with written
evidence of such withholding, suitable for Original Contributor to obtain a tax
credit in the United States.

d) DELETED

e) DELETED

f) DELETED

8. Notice of Breach or Infringement. Each party shall
notify the other immediately in writing when it becomes aware of any breach or
violation of the terms of this License, or when You become aware of any
potential or actual infringement by a third party of the Technology or Original
Contributors Intellectual Property Rights therein.

9. Proprietary Rights Notices. You may not remove any copyright notices,
trademark notices or other proprietary legends of Original Contributor or its suppliers
contained on or in the Original Code, Upgraded Code and Specifications.

/ /

13

---

// 10. Notices. All written notices required by this License must be
delivered in person or by means evidenced by a delivery receipt and will be effective
upon receipt by the persons at the addresses specified below.

|                            | 
|--------------------------- | 
|Original Contributor:       | 
|                           
|Sun Microsystems, Inc.      | 
|                           
|901 San Antonio Road        | 
|                           
|Palo Alto, California 94303 | 
|                           
|Attn.: VP, Sun Software     | 
|and Technology Sales        | 
|cc: Sun Software and        | 
|Technology, General         | 
|Counsel                     | 

11. Disclaimer of Agency. The relationship created hereby
is that of licensor and licensee and the parties hereby acknowledge and agree
that nothing herein shall be deemed to constitute You as a franchisee of
Original Contributor. You hereby waive the benefit of any state or federal
statutes dealing with the establishment and regulation of franchises.

12. Confidentiality. You shall keep and maintain in confidence the terms
and conditions of this Attachment D.

This Attachment D may be executed in one or more counterparts
which, when taken together, in original or facsimile form, shall constitute one
and the same agreement.

Agreed:

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

14

---

Exhibit A-4:   J2ME Java TV Profile

---

ATTACHMENT DCOMMERCIAL USE LICENSE [Sun legal files index number 80617]

1. Effect. This Attachment D is to the Sun Community
Source License version 2.9 for Java TV Technology (SCSL). You have
agreed to the terms of the SCSL by selecting the Accept button at
the end of the SCSL or executing a hardcopy SCSL with Original Contributor. You
acknowledge that the SCSL is binding on You. This Attachment D is effective only
if signed below by You and Original Contributor, and applies to Your Commercial
Use of Original Code and Upgraded Code. This Attachment D is being entered into
simultaneously with, and is incorporated as Exhibit A-4 into, that certain
Software License Agreement between Sun and Borland dated the date hereof (the
SLA). All capitalized terms used herein shall have the same meaning
set forth in the SCSL, unless otherwise stated.

2. Term. Upon execution of this Attachment D by You and
Original Contributor, this Commercial Use license shall have a term of five (5)
years commencing on December 29, 2000, and ending on December 28, 2005.

3. Commercial Use License Grant. Subject to Your
compliance with Section 4 below, Section 8.10 of the Research Use license, and
the TCK license, and Your compliance with a PersonalJava License (as defined in
Section 7(a) below); in addition to the Research Use license, the TCK license,
and the Internal Deployment Use license, Original Contributor grants to You a
worldwide, non-exclusive, non-transferable license, to the extent of Original
Contributors Intellectual Property Rights covering the Original Code,
Upgraded Code and Specifications, to do the following within the specified field
of use:

a) reproduce and distribute Compliant Covered Code;

b) compile Compliant Covered Code and reproduce and distribute the same
in Executable form through multiple tiers of distribution; and

c) reproduce and distribute Reformatted Specifications in association
with Compliant Covered Code.

4. Additional Requirements and Responsibilities. In
addition to the requirements and responsibilities specified in the Research Use
license, the TCK license and the Internal Deployment license, and as a condition
to exercising the rights granted in Section 3 above, You agree to the following
additional requirements and responsibilities:

a) Integration with PersonalJava. Compliant Covered Code
must be tightly integrated and configured to run in conjunction with a
PersonalJava Solution or PersonalJava Technology (as both terms are defined in
Section 7(a) below).

b) Distribution of Source Code. Source Code of Compliant Covered Code may
be distributed only to another Licensee of the same Technology.

c) Distribution of Executable Code. You may distribute
the Executable version(s) of Compliant Covered Code under a license of Your
choice, which may contain terms different from this License, provided (i) that
You are in compliance with the terms of this License, and (ii) You must make it
absolutely clear that any terms which differ from this License are offered by
You alone, not by Original Contributor or any other Contributor.

15

---

d) Branding. Products integrating Compliant Covered Code
used for Commercial Use must be branded only with the Technology compliance logo
under a separate trademark license required to be executed by You and Original
Contributor concurrent with execution of this Attachment D. You shall not use
the technology compliance/compatibility logo applicable to a PersonalJava
Solution or PersonalJava Technology (as both terms are defined in Section 7(a)
below) in connection with Covered Code governed by this License.

5. Indemnity/Limitation of Liability. The provisions of Section 7.1 of
the Research Use license are superseded by the following:

a) Your Indemnity Obligation. You hereby agree to defend,
at Your expense, any legal proceeding brought against Original Contributor or
any Licensee to the extent it is based on a claim: (i) that the use,
reproduction or distribution of any of Your Error Corrections or Shared
Modifications is an infringement of a third party trade secret or a copyright in
a country that is a signatory to the Berne Convention; (ii) arising in
connection with any representation, warranty, support, indemnity, liability or
other license terms You may offer in connection with any Covered Code; or (iii)
arising from Your Commercial Use of Covered Code, other than a claim covered by
Section 5.b) below, or a patent claim based solely on Covered Code not provided
by You. You will pay all damages, costs and fees awarded by a court of competent
jurisdiction, or such settlement amount negotiated by You, attributable to such
claim.

b) Original Contributors Indemnity Obligation.
Original Contributor will defend, at its expense, any legal proceeding brought
against You, to the extent it is based on a claim that Your authorized
Commercial Use of Original Code and Upgraded Code is an infringement of a third
party trade secret or a copyright in a country that is a signatory to the Berne
Convention, and will pay all damages, costs and fees awarded by a court of
competent jurisdiction, or such settlement amount negotiated by Original
Contributor, attributable to such claim. The foregoing shall not apply to any
claims of intellectual property infringement based upon the combination of code
or documentation supplied by Original Contributor with code, technology or
documentation from other sources.

c) Right of Intervention. Original Contributor will have
the right, but not the obligation, to defend You, at Original Contributors
expense, in connection with a claim that Your Commercial Use of Original Code
and Upgraded Code is an infringement of a third party patent and will, if
Original Contributor chooses to defend You, pay all damages, costs and fees
awarded by a court of competent jurisdiction, or such settlement amount
negotiated by Original Contributor, attributable to such claim. Notwithstanding
the foregoing, Original Contributor shall not compromise, settle or otherwise
resolve any such claim on terms which are prejudicial or detrimental to Your
rights or interests without first providing notice to You of such terms and
making reasonable efforts to discuss reasonable less prejudicial or detrimental
alternatives with You.

d) Prerequisites. Under Sections 5.b) and c) above, You
must, and under Section 5.a) above, Original Contributor or any Licensee must:
(i) provide notice of the claim promptly to the party providing an indemnity;
(ii) give the indemnifying party sole control of the defense and settlement of
the claim; (iii) provide the indemnifying party, at indemnifying partys
expense, all available information, assistance and authority to defend; and (iv)
not have compromised or settled such claim or proceeding without the
indemnifying partys prior written consent.

e) Additional Remedies. Should any Original Code,
Upgraded Code, TCK, Specifications, or Modifications become, or in the
indemnifying partys opinion be likely to become, the subject of a claim of
infringement for which indemnity is provided above, the indemnifying party may,
at its sole option, attempt to procure on reasonable terms the rights necessary
for the indemnified party to exercise its license rights under this License with
respect to the infringing items, or to modify the infringing items so that they
are no longer infringing without substantially impairing their function or
performance. If the indemnifying party is unable to do the foregoing after
reasonable efforts, then the indemnifying party may send a notice of such
inability to the indemnified party

16

---

together with a refund of any license fees
received by the indemnifying party from the indemnified party for the infringing
items applicable to the indemnified partys future use or distribution of
such infringing items, in which case the indemnifying party will not be liable for any damages resulting
from infringing activity with respect to the infringing items occurring after
such notice and refund.

6. Support Programs.

Support to You. Technical support is not provided to You
by Original Contributor under this License. You may contract for one or more
support programs from Original Contributor relating to the Technology which are
described on the SCSL Webpage.

Customer Support. You are responsible for providing technical and
maintenance support services to Your customers for Your products and services.

7. Field of Use; Royalties and Payments.

Technology specified in Attachment B.

Field of Use: For use in Borlands integrated developer
tool environments using Java platform technology, including but not limited to
JBuilder, JBuilder Handheld Express, JdataStore, MIDAS Client for Java, and any
other integrated developer tool environment products which Borland may
distribute only to end users for the sole purpose of permitting the end user to
test applications it develops by running those applications on the Product.
Licensee must not permit the end user to deploy, distribute or make commercial
use of the Sun Technology or derivatives thereof.

a) Definitions. For purposes of this Section 7, the terms below shall
have the following meanings:

(i)        PersonalJava Solution means
any and all software: (A) relating to Original Contributors PersonalJava
technology; (B) provided to You by a third party authorized by Original Contributor; and
(C) which meets Original Contributors PersonalJava compatibility and added value
requirements.

(ii)        PersonalJava
Technology means any and all software: (A) implementing PersonalJava technology; (B)
directly provided to You by Original Contributor; and (C) which meets Original Contributors
compatibility and added value requirements.

b) Royalty Payments. As stated in Section 2. of the SLA.

c) Taxes. All payments required by this License shall be
made in United States dollars, are exclusive of taxes, and You agree to bear and
be responsible for the payment of all such taxes, including, but not limited to,
all sales, use, rental receipt, personal property or other taxes and their
equivalents which may be levied or assessed in connection with this License
(excluding only taxes based on Original Contributors net income). To the
extent You are required to withhold taxes based upon Original Contributors
income in any country, You agree to provide Original Contributor with written
evidence of such withholding, suitable for Original Contributor to obtain a tax
credit in the United States.

d) DELETED

e) DELETED

17

---

f) DELETED

8. Notice of Breach or Infringement. Each party shall
notify the other immediately in writing when it becomes aware of any breach or
violation of the terms of this License, or when You become aware of any
potential or actual infringement by a third party of the Technology or Original
Contributors Intellectual Property Rights therein.

9. Proprietary Rights Notices. You may not remove any copyright notices,
trademark notices or other proprietary legends of Original Contributor or its suppliers
contained on or in the Original Code, Upgraded Code and Specifications.

10. Notices. All written notices required by this License must be
delivered in person or by means evidenced by a delivery receipt and will be effective
upon receipt by the persons at the addresses specified below.

|                                                 | 
|------------------------------------------------ | 
|Original Contributor:                            | 
|Sun Microsystems, Inc.                           | 
|901 San Antonio Road                             | 
|Palo Alto, California 94303                      | 
|Attn.: VP, Sun Software and Technology Sales     | 
|cc: Sun Software and Technology, General Counsel | 
|                                                 | 

11. Disclaimer of Agency. The relationship created hereby
is that of licensor and licensee and the parties hereby acknowledge and agree
that nothing herein shall be deemed to constitute You as a franchisee of
Original Contributor. You hereby waive the benefit of any state or federal
statutes dealing with the establishment and regulation of franchises.

12. Confidentiality. You shall keep and maintain in confidence the terms
and conditions of this Attachment D.

This Attachment D may be executed in one or more counterparts
which, when taken together, in original or facsimile form, shall constitute one
and the same agreement.

AGREED TO AND ACCEPTED BY:

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

18

---

Exhibit A-5:   PersonalJava Platform Technology

---

ATTACHMENT DCOMMERCIAL USE LICENSE [Sun legal files index number 80618]

1.Effect. This Attachment D is to the Sun Community
Source License version 2.4 for PersonalJava (SCSL). You have agreed
to the terms of the SCSL by selecting the Accept button at the end
of the SCSL. You acknowledge that the SCSL is binding on You. This Attachment D
is effective only if signed below by You and Original Contributor, and applies
to Your Commercial Use of Original Code and Upgraded Code. This Attachment D is
being entered into simultaneously with, and is incorporated as Exhibit A-5 into,
that certain Software License Agreement between Sun and Borland dated the date
hereof (the SLA). All capitalized terms used herein shall have the
same meaning set forth in the SCSL, unless otherwise stated.

2. Term. Upon execution of this Attachment D by You and
Original Contributor, this Commercial Use license shall have a term of five (5)
years commencing on December 29, 2000, and ending on December 28, 2005.

3. Commercial Use License Grant. Subject to Your
compliance with Section 4 below, Section 8.10 of the Research Use license, and
the TCK license; in addition to the Research Use license, the TCK license, and
the Internal Deployment Use license, Original Contributor grants to You a
worldwide, non-exclusive, non-transferable license, to the extent of Original
Contributors Intellectual Property Rights covering the Original Code,
Upgraded Code and Specifications, to do the following within the specified field
of use:

| | a)
reproduce and distribute Compliant Covered Code;
| | ---------------------------------------------------

| | b)
compile Compliant Covered Code and reproduce and distribute the same in Executable form
through multiple tiers of distribution; and
| | --------------------------------------------------------------------------------------------------------------------------------------

| | c)
reproduce and distribute Reformatted Specifications in association with Compliant Covered
Code.
| | --------------------------------------------------------------------------------------------------

4. Additional Requirements and Responsibilities. In
addition to the requirements and responsibilities specified in the Research Use
license, the TCK license and the Internal Deployment license, and as a condition
to exercising the rights granted in Section 3 above, You agree to the following
additional requirements and responsibilities:

a) Distribution of Source Code. Source Code of Compliant Covered Code may
be distributed only to another Licensee of the same Technology.

b) Distribution of Executable Code. You may distribute
the Executable version(s) of Compliant Covered Code under a license of Your
choice, which may contain terms different from this License, provided (i) that
You are in compliance with the terms of this License, and (ii) You must make it
absolutely clear that any terms which differ from this License are offered by
You alone, not by Original Contributor or any other Contributor.

c) Branding. Products integrating Compliant Covered Code
used for Commercial Use must be branded with the Technology compliance logo
under a separate trademark license required to be executed by You and Original
Contributor concurrent with execution of this Attachment D.

5. Indemnity/Limitation of Liability. The provisions of Section 7.1 of
the Research Use license are superseded by the following:

19

---

a) Your Indemnity Obligation. You hereby agree to defend,
at Your expense, any legal proceeding brought against Original Contributor or
any Licensee to the extent it is based on a claim: (i) that the use,
reproduction or distribution of any of Your Error Corrections or Shared
Modifications is an infringement of a third party trade secret or a copyright in
a country that is a signatory to the Berne Convention; (ii) arising in
connection with any representation, warranty, support, indemnity, liability or
other license terms You may offer in connection with any Covered Code; or (iii)
arising from Your Commercial Use of Covered Code, other than a claim covered by
Section 5.b) below, or a patent claim based solely on Covered Code not provided
by You. You will pay all damages, costs and fees awarded by a court of competent
jurisdiction, or such settlement amount negotiated by You, attributable to such
claim.

b) Original Contributors Indemnity Obligation.
Original Contributor will defend, at its expense, any legal proceeding brought
against You, to the extent it is based on a claim that Your authorized
Commercial Use of Original Code and Upgraded Code is an infringement of a third
party trade secret or a copyright in a country that is a signatory to the Berne
Convention, and will pay all damages, costs and fees awarded by a court of
competent jurisdiction, or such settlement amount negotiated by Original
Contributor, attributable to such claim. The foregoing shall not apply to any
claims of intellectual property infringement based upon the combination of code
or documentation supplied by Original Contributor with code, technology or
documentation from other sources.

c) Right of Intervention. Original Contributor will have
the right, but not the obligation, to defend You, at Original Contributors
expense, in connection with a claim that Your Commercial Use of Original Code
and Upgraded Code is an infringement of a third party patent and will, if
Original Contributor chooses to defend You, pay all damages, costs and fees
awarded by a court of competent jurisdiction, or such settlement amount
negotiated by Original Contributor, attributable to such claim. Notwithstanding
the foregoing, Original Contributor shall not compromise, settle or otherwise
resolve any such claim on terms which are prejudicial or detrimental to Your
rights or interests without first providing notice to You of such terms and
making reasonable efforts to discuss reasonable less prejudicial or detrimental
alternatives with You.

d) Prerequisites. Under Sections 5.b) and c) above, You
must, and under Section 5.a) above, Original Contributor or any Licensee must:
(i) provide notice of the claim promptly to the party providing an indemnity;
(ii) give the indemnifying party sole control of the defense and settlement of
the claim; (iii) provide the indemnifying party, at indemnifying partys
expense, all available information, assistance and authority to defend; and (iv)
not have compromised or settled such claim or proceeding without the
indemnifying partys prior written consent.

e) Additional Remedies. Should any Original Code,
Upgraded Code, TCK, Specifications, or Modifications become, or in the
indemnifying partys opinion be likely to become, the subject of a claim of
infringement for which indemnity is provided above, the indemnifying party may,
at its sole option, attempt to procure on reasonable terms the rights necessary
for the indemnified party to exercise its license rights under this License with
respect to the infringing items, or to modify the infringing items so that they
are no longer infringing without substantially impairing their function or
performance. If the indemnifying party is unable to do the foregoing after
reasonable efforts, then the indemnifying party may send a notice of such
inability to the indemnified party together with a refund of any license fees
received by the indemnifying party from the indemnified party for the infringing
items applicable to the indemnified partys future use or distribution of
such infringing items, in which case the indemnifying party will not be liable
for any damages resulting from infringing activity with respect to the
infringing items occurring after such notice and refund.

6. Support Programs.

Support to You. Technical support is not provided to You
by Original Contributor under this License. You may

20

---

contract for one or more support programs from Original Contributor
relating to the Technology which are described on the SCSL Webpage.

Customer Support. You are responsible for providing technical and
maintenance support services to Your customers for Your products and services.

7. Field of Use; Royalties and Payments.

Technology specified in Attachment B.

a) Field of Use: For use in Borlands integrated developer
tool environments using Java platform technology, including but not limited to
JBuilder, JBuilder Handheld Express, JdataStore, MIDAS Client for Java and any
other integrated developer tool environment products which Borland may
distribute only to end users for the sole purpose of permitting the end user to
test applications it develops by running those applications on the Product.
Licensee must not permit the end user to deploy, distribute or make commercial
use of the Sun Technology or derivatives thereof.

b) Royalty Payments. As stated in Section 2. of the SLA.

c) Taxes. All payments required by this License shall be
made in United States dollars, are exclusive of taxes, and You agree to bear and
be responsible for the payment of all such taxes, including, but not limited to,
all sales, use, rental receipt, personal property or other taxes and their
equivalents which may be levied or assessed in connection with this License
(excluding only taxes based on Original Contributors net income). To the
extent You are required to withhold taxes based upon Original Contributors
income in any country, You agree to provide Original Contributor with written
evidence of such withholding, suitable for Original Contributor to obtain a tax
credit in the United States.

d) DELETED

e) DELETED

f) DELETED

8. Notice of Breach or Infringement. Each party shall
notify the other immediately in writing when it becomes aware of any breach or
violation of the terms of this License, or when You become aware of any
potential or actual infringement by a third party of the Technology or
Suns Intellectual Property Rights therein.

9. Proprietary Rights Notices. You may not remove any copyright notices,
trademark notices or other proprietary legends of Original Contributor or its suppliers
contained on or in the Original Code, Upgraded Code and Specifications.

21

---

10. Notices. All written notices required by this License must be
delivered in person or by means evidenced by a delivery receipt and will be effective
upon receipt by the persons at the addresses specified below.

|                            | 
|--------------------------- | 
|Original Contributor:       | 
|                           
|Sun Microsystems, Inc.      | 
|                           
|901 San Antonio Road        | 
|                           
|Palo Alto, California 94303 | 
|                           
|Attn.: VP, Sun Software     | 
|and Technology Sales        | 
|cc: Sun Software and        | 
|Technology, General         | 
|Counsel                     | 

11. Disclaimer of Agency. The relationship created hereby
is that of licensor and licensee and the parties hereby acknowledge and agree
that nothing herein shall be deemed to constitute You as a franchisee of
Original Contributor. You hereby waive the benefit of any state or federal
statutes dealing with the establishment and regulation of franchises.

12. Confidentiality. You shall keep and maintain in confidence the terms
and conditions of this Attachment D.

This Attachment D may be executed in one or more counterparts
which, when taken together, in original or facsimile form, shall constitute one
and the same agreement.

Agreed:

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

22

---