ISV SOFTWARE DISTRIBUTION AGREEMENT

This ISV Software Distribution Agreement  ("Agreement") is made and entered into
the ____ day of the  ___________  month of the year  ______  ("Effective  Date")
between SilverStream Software,  Inc.  ("SilverStream") with offices at 2 Federal
Street, Billerica, MA, 01821, USA, and  _______________________________  ("ISV")
with offices at

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This  Agreement  provides  for  ISV to  develop,  reproduce  and  distribute  an
Application  incorporating  specified Embedded Runtime Software  identified on a
schedule  ("Schedule")  attached to this Agreement as Schedule 1 or subsequently
executed by both parties referencing this Agreement.  The parties may, but shall
be under no obligation to, execute  multiple  Schedules for distribution of more
than one Application or Embedded Runtime Software.

The parties agree as follows:

1.   DEFINITIONS

1.1  "APPLICATION"  means each value-added  application  software program and/or
computer hardware product specified in a Schedule 1 that (i) is developed by ISV
for commercial distribution;  (ii) contains significant added functionality than
the Embedded  Runtime  Software;  and (iii)  incorporates  the Embedded  Runtime
Software.

1.2  "DEMONSTRATION  COPY"  means  a  copy  of  the  Embedded  Runtime  Software
incorporated  into an Application  and used by ISV or a Distributor  pursuant to
Section 2.2 solely for purposes of providing  supervised  demonstrations  of the
Application to prospective customers.

1.3  "DEVELOPMENT  SOFTWARE"  means the Software  used  internally by ISV on the
Machine(s)  and at the site(s)  specified  by ISV to  develop,  test and provide
technical support for the Application, and from which copies of Embedded Runtime
Software are made.

1.4  "DISTRIBUTOR"  means a third party duly  authorized by ISV to distribute an
Application pursuant to written agreement that complies with the requirements of
this  Agreement.   1.5  "DOCUMENTATION"  means  SilverStream  technical  manuals
relating to the end use of the Software. 1.6 "EMBEDDED RUNTIME SOFTWARE" means a
restricted  version  of the  Software  such  that it is  incorporated  into  the
Application  identified  in a Schedule and that it may only be  distributed  and
licensed to an End User for the purposes of an End User running the Application.
The Embedded  Runtime  Software  shall not include  beta,  pre-release  or other
restricted release products.

1.7 "END USER" means a third party  licensed to use an  Application  for its own
use  and not  for  redistribution.  1.8  "EVALUATION  COPY"  means a copy of the
Embedded  Runtime Software  incorporated  into an Application and distributed by
ISV pursuant to Section 2.3 solely for evaluation  purposes for a limited period
of time. 1.9 "MACHINE" means a specified hardware platform running a single copy
of the operating system software in a supported Operating Environment.

1.10 "MASTER DISK" means the disk(s) delivered by SilverStream to ISV containing
Development  Software from which ISV can make Demonstration  Copies,  Evaluation
Copies and Embedded Runtime Software copies. 1.11 "OPERATING  ENVIRONMENT" means
the hardware  platform and  operating  system  combinations  that  correspond to
specific versions of the Software generally available from SilverStream.

1.12 "PROCESSOR" means each central  processing unit (CPU) designated for use on
a specific Machine.

1.13  "SOFTWARE"  means all or any portion of the object code software  products
commercially  available  as of the  Effective  Date on the  supported  Operating
Environments  and  specified  in  the  Schedule(s)  together  with  all  related
Documentation  and Updates thereof supplied by  SilverStream.  All references in
this Agreement to "Software" shall include Development  Software,  Demonstration
Copies,  Evaluation  Copies and Embedded  Runtime  Software  (unless the context
otherwise  indicates) and, if more than one Schedule is executed by the parties,
shall refer  collectively to the  SilverStream  software  products listed in all
Schedules.

1.14 "SUBLICENSE  AGREEMENT" means an end user license agreement between ISV and
its End Users that  complies  with  Section 6.2 of this  Agreement.  1.15 "TERM"
means the period set forth in Section 3.1 of this Agreement.

1.16 "TERRITORY" means that territory set forth in the Schedule,  subject to the
exclusions and  limitations  set forth in this  Agreement.  1.17 "UPDATES" means
Maintenance  Releases and New Versions of the Software made generally  available
by  SilverStream  to  customers  who have  paid for such  Updates,  but does not
include new products  available for an additional  fee.  "MAINTENANCE  RELEASES"
means  patches,  work-arounds  and error  corrections  to the  Software and "NEW
VERSIONS" means a new major release of the Software  containing new features and
functions as well as error  corrections.  1.18 "UPGRADE" means any change in the
usage of the Software  (for  example,  any increase in the number of  Processors
originally licensed that would result in additional fees hereunder).
<PAGE>

2.   GRANT OF LICENSES

2.1 MASTER DISKS. During the Term and subject to the terms,  conditions and fees
set  forth  in  this   Agreement,   SilverStream   grants   ISV  the   following
non-exclusive,  non-transferable  (except  as  specifically  set  forth  herein)
licenses in the Territory:

     (a) make copies of the Development  Software,  and Demonstration Copies and
Evaluation  Copies,  from the  Master  Disk  solely  in  connection  with  ISV's
development,  marketing and support of the  Application  in accordance  with the
terms of this Agreement;

     (b) use  Development  Software on the Machine(s)  solely in connection with
ISV's  development,  marketing and support of the Application in accordance with
the terms of this Agreement;

     (c) to use  Development  Software on back-up  equipment at the same site as
the  originally  designated  Machine(s)  in the event,  and for as long as, such
Machine(s)  are  inoperative  and to make a  reasonable  number of copies of the
Development Software solely for inactive back-up and archival purposes; and

     (d)  to  incorporate   portions  of  Documentation  in  ISV's   Application
documentation  provided ISV properly  incorporates and conspicuously  references
SilverStream's copyrights, logos, trademarks, service marks and trade names. 2.2
DEMONSTRATION  COPIES.  SilverStream  grants  ISV the  right  to copy  from  the
Development Software a reasonable number of Demonstration Copies; and to use, or
permit use of, such  Demonstration  Copies at ISV and Distributor  facilities in
the Territory solely for purposes of providing supervised  demonstrations of the
Application to potential End Users. Demonstration Copies may not be transferred,
distributed or sublicensed to third parties (other than authorized Distributors)
or used for development or production purposes.

2.3  EVALUATION  COPIES.  SilverStream  grants  ISV the  right to copy  from the
Development  Software and distribute a reasonable number of Evaluation Copies to
prospective customers in the Territory pursuant to a Sublicense Agreement solely
for purposes of allowing  potential  customers to evaluate  the  Application  to
assess  whether  or not to  acquire a license  of such  Application.  Evaluation
Copies may not be provided to any  prospective  customer for periods longer than
ninety  (90) days  without  SilverStream's  prior  approval.  ISV may not use or
permit the use of Evaluation Copies for any development or production purposes.

2.4  DISTRIBUTION OF EMBEDDED RUNTIME  SOFTWARE.  During the Term and subject to
the fees,  terms and conditions of this Agreement,  SilverStream  grants ISV the
following  non-exclusive,  non-transferable  (except as  specifically  set forth
herein) licenses in the Territory:

     (a) to copy and reproduce the Embedded Runtime Software (including portions
of the related  Documentation)  from the Development  Software for incorporation
within the Application (all such copies shall contain  SilverStream  proprietary
notices and remain subject to this Agreement);

     (b) to market and distribute to End Users,  directly and indirectly through
Distributors,  Embedded Runtime Software  incorporated into an Application.  ISV
may only  distribute  the  Embedded  Runtime  Software  pursuant to a Sublicense
Agreement for use in  conjunction  with the specified  Application.  ISV may not
distribute  Embedded  Runtime  Software  on a  stand-alone  basis or with  other
software  other  than  the  Application  without  SilverStream's  prior  written
approval;

     (c)  to  distribute   and  authorize,   directly  and  indirectly   through
Distributors,  Upgrades of existing  Application and Embedded  Runtime  Software
licenses subject to Section 5.3; and

     (d) to manufacture updates to the Application as provided in Section 4.3
below.

2.5  DISTRIBUTION LIMITATIONS.

     (a) ISV may  distribute  its  Applications  including the Embedded  Runtime
Software through  Distributors  provided ISV and such Distributor sign a written
distribution agreement that is consistent in substance in all respects with this
Agreement.  Only  Embedded  Runtime  Software  may  be  provided  by  ISV to its
Distributors  and  no  Development  Software  may  be  provided  by  ISV  to any
Distributor.  Distributors  wishing to customize  the  Application  or otherwise
requiring  Development  Software or other  Software  licenses  must acquire such
licenses  from   SilverStream   or  a  SilverStream   subsidiary  or  authorized
distributor. ISV shall use all reasonable efforts to enforce its agreements with
Distributors and shall inform SilverStream of any known breach thereof.

     (b) Neither ISV nor its  Distributors  or End Users shall be permitted  to:
(i) copy any Software  (except as authorized  herein);  (ii) translate,  modify,
adapt, enhance,  decompile,  disassemble or reverse engineer the Software; (iii)
rent or lease the  Software;  (iv) grant a license at any time that  allows more
than one End User to use an Application license on a shared basis; or (v) exceed
the number of Processors for which the Software is properly  licensed nor tamper
with the license  string  provided by  SilverStream  that controls the number of
Processors  licensed as purchased by ISV  hereunder  for ISV's  sublicensing  as
stipulated hereunder. The Software may be used in a multiple-user arrangement or
remote  access  arrangement  subject  to  the  limitations  set  forth  in  this
Agreement.
<PAGE>

     (c) The following clarifications and limitations apply:
         (i) ISV shall not  transfer,  directly or  indirectly,  any Software or
technical data received from  SilverStream  or its  subsidiaries,  or the direct
product of such data, to any destination  subject to export  restrictions  under
U.S. law,  unless prior written  authorization  is obtained from the appropriate
U.S. agency.

     (ii) If any Software or Documentation is acquired by or on behalf of the U.
S. Government,  the U. S. Government  agrees that such Software or Documentation
is   "commercial   computer   software"   or   "commercial   computer   software
documentation"  and,  absent a  written  agreement  to the  contrary,  the U. S.
Government's  rights with respect to such Software or Documentation  are limited
by the terms of this  Agreement  pursuant to FARss.  12.212(a)  and/or  DFARSss.
227.7202-1(a), as applicable.

     (iii)  The  Software  is  owned by  SilverStream  or its  suppliers  and is
protected by copyright laws of the United States and other applicable  copyright
law and international treaty provisions.

     (iv) Any license  granted  under this  Agreement  is for use of the English
version of the Software only.

2.6  OTHER LIMITATIONS.

     (a) Without SilverStream's prior written consent, ISV may not (i) transfer,
assign,  sublicense or distribute Development Software to third parties; or (ii)
use Development Software for ISV's own internal general production use.

     (b) ISV must maintain adequate security over the Master Disk and authorized
license codes and shall allow only a limited  number of employees to make copies
from Master Disk.  ISV shall fully account for all copies of the  Software.  ISV
shall not modify or alter any proprietary  rights notices  contained  within the
Software.  ISV is strictly  prohibited from providing access or transferring the
Masters Disk or license codes to any third party

3.   GENERAL TERMS AND CONDITIONS

3.1 TERM.  The Initial Term of this  Agreement  shall  commence on the Effective
Date and shall  continue  for a period of three  (3)  years  thereafter,  unless
sooner  terminated as otherwise  provided in this  Agreement.  After the Initial
Term, this Agreement shall  automatically renew for 1-year periods subject to at
least ninety (90) days advance  written  notice of  termination  by either party
prior to  expiration  of the  1-year  term then in effect.  Notwithstanding  the
foregoing language of this Section 3.1, ISV may terminate this Agreement without
cause  as of the  end  of the  first  year  of  this  Agreement  or at any  time
thereafter  during the  Initial  Term by  providing  SilverStream  not less than
thirty (30) days advance written notice;  provided,  however,  that ISV pays all
fees required hereunder and understands that no such termination shall give it a
right of refund of any fee owed or paid hereunder. "Term" means the Initial Term
and any renewal  periods.  Upon ISV's  execution  of any  Schedule  against this
Agreement,  it is expected by the parties hereto that ISV shall first deploy its
Application set forth in such Schedule within one (1) year of such execution. If
ISV does not  expect to so  deploy  within  such  timeframe,  ISV  shall  advise
SilverStream  before  executing  any such  applicable  Schedule and both parties
shall place a statement  into such Schedule so indicating  within what timeframe
ISV expects to first deploy said Application.

3.2  AUDIT.  During  the  Term  and for a  period  of at  least  two  (2)  years
thereafter,  ISV shall keep full,  true and  accurate  records  and  accounts in
accordance with generally accepted accounting practices to show the fees payable
to  SilverStream  under this  Agreement.  SilverStream  shall have the right, on
notice to ISV, to examine such  records or to have such  records  examined by an
auditor during normal  business hours to determine  ISV's  compliance  with this
Agreement.  All such ISV records and accounts shall include,  at a minimum,  for
each Application  distributed,  directly or indirectly,  by ISV: (i) End User or
Distributor  to whom  shipped;  (ii) the date of shipment and  Embedded  Runtime
Software shipped;  (iii) the number of Processors  licensed;  (iv) a copy of the
End User or  Distributor  order;  and (v) records  concerning  Embedded  Runtime
Software,   Upgrades  and  Updates   provided  to  End  Users  or  Distributors.
SilverStream  will maintain all  information  in confidence  (subject to Section
6.4) and abide by ISV's reasonable security regulations. SilverStream shall bear
the expenses of such audit;  however,  in the event any such audit  reveals that
ISV has understated the amount of fees that it is obligated to pay  SilverStream
by more than five (5) percent of the amount  reported during the period audited,
ISV shall pay (in addition to any other fees  contractually  due) all reasonable
costs associated with the audit.

3.3  ORDERS; REPORTS AND PAYMENTS; TAXES.

     (a) ISV shall place orders under this Agreement by executing and delivering
SilverStream's then-standard paperwork.
<PAGE>

     (b)  ISV  shall  copy  all  Development  Software,   Demonstration  Copies,
Evaluation  Copies and Embedded Runtime Software from the Master Disk. ISV shall
complete and submit to SilverStream a quarterly  report in the form of Exhibit B
listing all copies of the Application  distributed by ISV by name of Application
and showing  quantities  distributed by ISV directly or through any  Distributor
and all fees  due  SilverStream  with  respect  thereto.  All  Embedded  Runtime
Software  license and Update fees shall be reported in such quarterly report and
ISV's payment to  Silverstream  of all associated  fees therewith  shall be made
upon ISV's  receipt of an invoice for said fees.  ISV shall be  responsible  for
duplication and authorized distribution of all Demonstration Copies,  Evaluation
Copies and Embedded Runtime Software to ISV's Distributors and End Users and for
payment of all fees due to SilverStream  with respect thereto in accordance with
this  Section  3.3(b).  Except as  otherwise  set forth in this Section 3.3 (b),
terms of payment on any invoices from SilverStream shall be net thirty (30) days
from the date of the invoice.  Except if otherwise indicated in the Schedule(s),
all fees  hereunder are in U.S.  Dollars and all payments  shall be made in U.S.
Dollars to  SilverStream's  address  for  payment  indicated  on  SilverStream's
invoice to ISV or such other  address  as  advised  by  SilverStream  by written
notice.

     (c)  All  prices  listed  in the  Schedules  are  exclusive  of all  taxes,
including  sales, use or value added taxes where  applicable.  ISV shall pay all
applicable  tariffs,  duties or taxes (other than franchise and income taxes for
which SilverStream is responsible) imposed or levied by any government or agency
and included in SilverStream's invoices, including, without limitation, federal,
state and local sales, use, value added and personal property taxes. Any claimed
exemption  from  such  taxes or  duties  must be  supported  by a tax  exemption
certificate and other proper documentary evidence delivered to SilverStream.

4.   CUSTOMER SUPPORT AND UPDATES

4.1 FIRST LEVEL SUPPORT. ISV shall be responsible for providing its Distributors
and End Users with First Level Support for the Application and Embedded  Runtime
Software.  "First Level Support"  shall include call  acceptance and response to
the End User by qualified, properly trained ISV technical staff, problem trouble
shooting and identification and provision of fixes,  work-arounds and updates to
the Application  (including  those based on Updates  provided by  SilverStream).
SilverStream  shall not have any obligation to support any ISV Application or to
provide support services directly to any of ISV's End Users.

4.2 SECOND LEVEL SUPPORT.  ISV shall purchase annual technical telephone support
from  SilverStream  for support of the Software as required  under the Schedule,
for which  SilverStream  will provide ISV with support  services  during  normal
SilverStream  business hours from SilverStream's  support centers subject to the
support  fees set forth in the  Schedules  and  provided  that ISV  follows  the
following procedures:

     (a) Qualified ISV technical  staff who have received  appropriate  training
regarding  the Embedded  Runtime  Software  shall review all reported  errors to
determine  if the error  occurs in the  Embedded  Runtime  Software  or in other
products not supplied by  SilverStream.  If ISV determines that the error occurs
in a current,  unmodified version of the Embedded Runtime Software, ISV may then
submit the error to SilverStream; and

     (b) ISV shall  submit  detailed  descriptions  of any reported  errors.  If
SilverStream  is not  able  to  replicate  the  error,  ISV  shall  provide  any
additional  information or assistance  reasonably required by SilverStream.  ISV
will also make its personnel  available to assist in problem  identification and
resolution.

4.3  UPDATES.  In  consideration  of  the  fees  set  forth  in  the  Schedules,
SilverStream  will  provide  ISV with one copy of all Updates via Master Disk of
the Software made generally available by SilverStream during the Term. ISV shall
be responsible for developing and  manufacturing  the Application  updates (from
the Updates  provided by  SilverStream)  and for  distributing  such Application
updates only to properly licensed End Users subject to the fees set forth in the
Schedules.

5.   LICENSE AND SUPPORT FEES

5.1 LICENSE FEES. All fees are as set forth in the  Schedules.  For each copy or
partial copy of the Embedded  Runtime  Software  distributed  by ISV (other than
Demonstration  and  Evaluation  Copies  as  permitted  herein),  ISV  shall  pay
SilverStream  the applicable  fees set forth in the Schedules in accordance with
Section  3.3.  ISV shall  license to End Users the same  number of copies of the
Embedded  Runtime  Software and the same number of Processors of the Software as
for ISV's  Application and for which ISV has purchased the appropriate  licenses
hereunder  unless  otherwise set forth in the Schedules.  ISV is free to set its
own prices for Applications, Embedded Runtime Software and related services. 5.2
SUPPORT  FEES.  ISV shall pay the  support  and/or  Update fees set forth in the
Schedules.  All support and Update fees are due and payable annually in advance.
Embedded Runtime Software Update fees shall be reported and paid to SilverStream
as set forth in the Schedules.

5.3  UPGRADE  FEES.  ISV shall be  responsible  for  tracking  Upgrades  for all
Software used or distributed,  directly or indirectly,  by ISV and reporting and
paying any additional fees related thereto.

5.4 OTHER FEES. ISV shall pay the applicable fees set forth in the Schedules for
training, education and other products or services.
<PAGE>

6.   OTHER TERMS AND CONDITIONS

6.1 TRADEMARKS. ISV may use the trademarks, service marks, logos and trade names
that relate to  SilverStream  or the Software (the "Marks") solely in connection
with  this  Agreement;  provided  that  ISV  clearly  identifies  SilverStream's
ownership of such Marks. The Marks remain the exclusive property of SilverStream
and ISV agrees not to  register  the Marks or take any action  that  jeopardizes
SilverStream's  proprietary rights in the Marks. ISV shall only use the Marks in
unaltered  form and agrees to cooperate  with  SilverStream's  instructions  and
quality  procedures.   SilverStream   reserves  the  right  to  require  ISV  to
discontinue any advertising or marketing materials relating to SilverStream, the
Marks or the Software.  SilverStream  may identify ISV as an ISV in  appropriate
SilverStream advertising and marketing materials.

6.2 SUBLICENSE  AGREEMENTS.  ISV shall,  and shall require its  Distributors to,
sublicense  all  Embedded  Runtime  Software  pursuant  to a written  Sublicense
Agreement (signed by the End Users or a "shrinkwrap" or "click-through"  license
accepted  by an  affirmative  action  of the  End  User)  containing  all of the
mandatory  terms set forth in Exhibit A  attached  hereto.  Upon  SilverStream's
request from time to time, ISV shall provide  SilverStream  with a copy of ISV's
and its Distributors'  Sublicense  Agreements.  SILVERSTREAM SHALL NOT BE LIABLE
FOR ANY SPECIAL,  INDIRECT,  CONSEQUENTIAL OR INCIDENTAL  DAMAGES ARISING OUT OF
USAGE OR DISTRIBUTION OF THE SOFTWARE.  ISV agrees to use all reasonable efforts
to enforce the terms and conditions of each Sublicense Agreement.

6.3  REPRESENTATIONS.  ISV shall not make (i) any  representation or warranty on
behalf  of  SilverStream;   (ii)  any  representation  concerning  the  quality,
performance or other  characteristics of the Software other than those which are
consistent  in all  respects  with its  applicable  Documentation;  or (iii) any
commitment to modify any of the Software. 6.4 PROPRIETARY INFORMATION.

     (a) SilverStream (or its licensors)  retains  ownership of all intellectual
property rights  (including,  without  limitation,  patents,  copyrights,  trade
secrets and  trademarks)  in and relating to the Software and all  enhancements,
modifications,   Updates  and   Upgrades   thereof.   Except  for  the  licenses
specifically granted in this Agreement, no other express or implied licenses are
granted by SilverStream with respect to the Software.

     (b) The Software and other proprietary information provided by SilverStream
hereunder contain and constitute trade secrets, information and data proprietary
to and copyrighted by SilverStream. ISV shall use a reasonable degree of care to
protect the  confidentiality  of the Software and shall not cause or permit such
confidential  information or data to be disclosed to third parties or duplicated
except  as  permitted  in this  Agreement.  ISV  acknowledges  and  agrees  that
unauthorized  disclosure,  use or copying of the Software may cause SilverStream
serious  financial  loss.   Accordingly,   in  the  event  of  any  unauthorized
disclosure,  use or copying of the Software,  ISV agrees that SilverStream shall
have the right to seek injunctive or other equitable relief.

     (c) Each party  will not  disclose  or use any  business  and/or  technical
information  of the other  designated  orally or in  writing  as  "Confidential"
("Confidential  Information")  without  the prior  written  consent of the other
party.  Such  restrictions do not extend to any item of information which (a) is
or becomes  available in the public  domain  without the fault of the  receiving
party;  (b) is disclosed or made  available  to the  receiving  party by a third
party  without   restriction   and  without  breach  of  any   relationship   of
confidentiality;  (c) is independently  developed by the receiving party without
access to the disclosing party's Confidential  Information,  (d) is known to the
recipient  at the time of  disclosure,  or (e) is  produced in  compliance  with
applicable  law or court  order,  provided  that the  disclosing  party is given
reasonable notice of such law or order and an opportunity to attempt to preclude
or limit such production.  Upon termination of this Agreement,  each party shall
immediately  return all copies of  Confidential  Information  received  from the
other party.

6.5  LIMITED WARRANTY.

     (a) SilverStream warrants that the then-current,  unmodified version of the
Software  provided by SilverStream to ISV will operate in all material  respects
in conformity to SilverStream's  published  Documentation for a period of thirty
(30) days from the date of initial  shipment  to ISV. If the  Software  does not
perform as  warranted,  ISV's sole remedy,  at  SilverStream's  option,  will be
replacement of the  non-conforming  Software or a refund of the license fee paid
by ISV for such  non-conforming  Software.  SilverStream does not represent that
the  Software  is  error-free  or will  satisfy  all of ISV's or its End  User's
requirements.  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES.  TO THE MAXIMUM
EXTENT  PERMITTED  UNDER  APPLICABLE LAW, ALL OTHER  WARRANTIES,  CONDITIONS AND
REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR VERBAL, STATUTORY OR OTHERWISE, AND
WHETHER  ARISING  UNDER  THIS  AGREEMENT  OR  OTHERWISE,  ARE  HEREBY  EXCLUDED,
INCLUDING,  WITHOUT  LIMITATION,  THE  IMPLIED  WARRANTIES  OF  MERCHANTABILITY,
NON-INFRINGEMENT  AND FITNESS FOR A PARTICULAR  PURPOSE.  ISV  acknowledges  its
obligation to adequately test the Application prior to first commercial shipment
in an environment that reasonably simulates the production environment for which
such Application is intended.

     (b) The Software is not fault-tolerant and is not designed, manufactured or
intended for the on-line control of nuclear  facilities,  aircraft navigation or
communication  systems,  air traffic control,  direct life support machines,  or
weapons  systems,  in which the failure of the Software  could lead  directly to
death,  personal injury, or severe physical or environmental  damage ("High Risk
Activities").  SilverStream and its licensors  specifically disclaim any express
or implied warranty of fitness for High Risk Activities.
<PAGE>

     (c)  SilverStream's  maximum  liability  for damages  under this  Agreement
(regardless of the form of action, whether in contract or tort) shall not exceed
the amount paid by ISV to SilverStream  for the Software or services as to which
the claim relates.  IN NO EVENT SHALL  SILVERSTREAM (OR ITS SUPPLIERS) BE LIABLE
TO ISV OR ANY  OTHER  PARTY,  WHETHER  IN  CONTRACT  OR TORT,  FOR ANY  SPECIAL,
INCIDENTAL,   INDIRECT  OR  CONSEQUENTIAL  LOSS  OR  DAMAGE  (INCLUDING  WITHOUT
LIMITATION  LOSS OF  PROFITS,  REVENUE OR DATA) OF ANY KIND OR NATURE,  THAT MAY
ARISE FROM THE USE,  OPERATION OR MODIFICATION OF THE SOFTWARE,  EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED.

6.6  INDEMNIFICATION.

     (a)  SilverStream,  at its own expense,  shall (i) defend, or at its option
settle,  any claim or suit against ISV on the basis of  infringement of any U.S.
patent,  trademark,  copyright, or trade secret ("Intellectual Property Rights")
by the Software or use thereof,  and (ii) pay any final judgment entered against
ISV on such issue or any settlement thereof,  provided (a) SilverStream has sole
control of the defense and/or settlement; (b) ISV notifies SilverStream promptly
in writing of such claim or suit and gives SilverStream all information known to
ISV relating thereto, and (c) ISV cooperates with SilverStream in the settlement
and/or  defense.  (ISV  shall be  reimbursed  for all  reasonable  out-of-pocket
expenses  incurred in providing any cooperation  requested by  SilverStream.) If
all or any part of the  Software  are,  or in the  opinion of  SilverStream  may
become,  the subject of any claim or suit for  infringement of any  Intellectual
Property Rights, SilverStream may, and in the event of any adjudication that any
Software or any part  thereof  does  infringe or if the use of a Software or any
part  thereof is  enjoined,  SilverStream  shall,  at its  expense do one of the
following  things:  (1)  procure  for ISV the  right to use and  distribute  the
Software or the affected part thereof; (2) replace the Software or affected part
with non-infringing  Software;  (3) modify the Software or affected part to make
it  non-infringing;  or (4) if none of the foregoing  remedies are  commercially
feasible,  refund the  aggregate  payments paid by ISV to  SilverStream  for the
Software or the affected part thereof.  SilverStream  shall have no  obligations
under  this  Section  6.6 (a) to the extent a claim is based upon (A) the use of
any version of the Software  other than a current,  unaltered  release,  if such
infringement would have been avoided by the use of a current, unaltered release;
(B) the  combination,  operation or use of the Software with software  which was
not provided by SilverStream,  if such  infringement  would have been avoided in
the  absence  of  such  combination,  operation  or  use;  or (C) the use of the
Software in a manner not authorized by this Agreement.  The foregoing states the
entire   obligation  of  SilverStream   with  respect  to  the  infringement  of
intellectual property rights.

     (b) ISV shall indemnify and hold SilverStream harmless from and against all
claims, judgments,  awards, costs, expenses,  damages and liabilities (including
reasonable attorneys' fees) of any kind and nature that may be asserted, granted
or imposed  against  SilverStream  directly  or  indirectly  arising  from or in
connection with: (i) any claims that any Application or other software  supplied
by ISV (other than the  Software  provided by  SilverStream)  infringe any third
party  intellectual  property  rights;  (ii) any  misrepresentation  made by ISV
regarding  SilverStream  or the  Software;  (iii)  any  breach  by  ISV of  this
Agreement,  including any failure to include the Mandatory Terms of Exhibit A in
any Sublicense Agreement; or (iv) any warranty, representation or guarantee made
by ISV  with  respect  to the  Software  in  addition  to the  limited  warranty
specified in Section 6.5 (a) of this Agreement.

6.7  DEFAULT AND TERMINATION.

     (a) All  Embedded  Runtime  Software  sublicenses  properly  granted by ISV
pursuant to this Agreement shall survive termination of this Agreement.  If this
Agreement  expires or is  terminated  by either  party for any reason,  ISV will
immediately pay all sums due and owing to SilverStream.

     (b) If ISV  fails to pay any sum of money  past due and  owing  under  this
Agreement within fifteen (15) days of written notice thereof from  SilverStream,
SilverStream  shall have the right to terminate this Agreement  without  further
notice  to ISV.  If  either  party  breaches  any of the  terms,  conditions  or
provisions of this  Agreement,  and fails to cure such breach within thirty (30)
days after  written  notice  thereof,  the other  party  shall have the right to
terminate this Agreement without any further notice.

     (c) If the  event  of a  party's  uncured  breach  of this  Agreement,  the
non-breaching  party may, in addition to the right to withhold  its  performance
under  and/or  terminate  this  Agreement,  avail  itself of all  other  rights,
remedies and causes of action available at law, in equity or otherwise,  against
such party for damages as a result of such breach.  Unless otherwise provided in
this Agreement, remedies shall be cumulative and there shall be no obligation to
exercise a particular remedy. Except as set forth below in Section 6.7 (d), upon
any expiration or termination of this Agreement,  ISV shall immediately  destroy
or return to  SilverStream,  at ISV's  expense,  all copies of the Software used
internally  or  not  yet   distributed  by  ISV  and  all  other  materials  and
Confidential   Information   provided  by  SilverStream  under  this  Agreement.
SilverStream   shall  be  under  no  obligation  to  refund  any  fees  paid  to
SilverStream  by ISV  for  any  undistributed  copies  of the  Embedded  Runtime
Software held by ISV upon any expiration or termination of this Agreement.
<PAGE>

     (d) In the event of any expiration or termination of this Agreement  (other
than  termination by  SilverStream  under Sections 6.7 (b) above),  ISV shall be
entitled  to:  (i) retain all  Development  Software  for which ISV has paid the
applicable  fees solely for purposes of providing  support to ISV's existing End
Users; and (ii) to distribute,  for a period not to exceed ninety (90) days, any
Embedded  Runtime  Software already paid for and held in its inventory as of the
termination date. Thereafter,  ISV may continue to provide support,  Updates and
Upgrades of the Embedded Runtime Software to its existing End Users,  subject to
its continuing  compliance with this Agreement,  including payment of applicable
support,  Update and Upgrade fees based on SilverStream's  then-current  prices.
Expiration  or  termination  of this  Agreement  shall not  prejudice,  limit or
restrict  any other  rights or  remedies  arising  prior to such  expiration  or
termination.  In addition to this Section 6.7,  Sections  3.2, 6.4, 6.5, 6.6 and
6.8 shall survive termination of this Agreement.

6.8  GENERAL.
     (a) This Agreement shall be governed by, and construed in accordance  with,
the laws of the Commonwealth of  Massachusetts  without regard to their conflict
of law rules or the  United  Nations  Convention  on the  International  Sale of
Goods.  If either party is compelled to seek judicial  enforcement of its rights
under this Agreement,  the prevailing party in any such action shall be entitled
to recover its costs and expenses  incurred in enforcing  its rights,  including
reasonable  attorneys'  fees. The parties have requested that this Agreement and
all documents contemplated hereby be drawn up in English.

     (b) The  parties  shall  be  deemed  for  all  purposes  to be  independent
contractors.  This  Agreement  shall not  constitute  either party the employee,
legal  representative  or agent of the other,  nor shall  either  party have the
right or authority to assume,  create,  or incur any liability or any obligation
of any kind on behalf of the other party.

     (c) All  notices  and  demands  of any  kind  or  nature  relating  to this
Agreement  shall  be in  writing  and may be  served  personally  or by  prepaid
standard  mail (return  receipt  requested)  or by private  mail service  (e.g.,
Federal  Express) if a confirmation  of delivery is obtained,  in either case to
the  addresses  shown on page 1 of this  Agreement.  Copies  of all  notices  to
SilverStream shall be sent to the attention of its Legal/Contracts  Dept. Either
party may,  by notice in  writing  to the other  party,  designate  a  different
address to which all further notices or demands are thereafter to be addressed.

     (d)  Each  provision  of  this  Agreement  is  severable  from  the  entire
Agreement,  and  in  the  event  that  any  provision  is  declared  invalid  or
unenforceable,  that provision  shall be amended if possible to be  enforceable,
but in any event,  the remaining  provisions  hereof shall remain in effect.  No
waiver by either  party of any  default  shall  operate as a waiver of any other
default or of a similar default on a future occasion.  No waiver or amendment of
any term or  condition  shall be  effective  unless in writing and signed by the
party against whom enforcement is sought.  Neither party shall be liable for any
failure to perform  any  obligation  hereunder  (except a failure to pay) due to
causes beyond its reasonable control.

     (e) This Agreement  (including any attached  Schedules and Exhibits and any
subsequent Schedules executed by both parties and referencing this Agreement) is
the complete and exclusive  statement of the  agreement  between the parties and
supersedes all prior agreements and representations between them relating to the
subject  matter.  No provisions in ISV's purchase orders or business forms shall
amend or supersede any term or condition of this Agreement.  In the event of any
conflict  between the terms and  conditions of this  Agreement and the terms and
conditions of any Schedule,  the following order of precedence  shall apply: (1)
the Schedule for the applicable  Software;  and (2) the terms of this Agreement.
ISV may  not  assign  this  Agreement  or any of its  rights  hereunder  without
SilverStream's prior written consent which shall not be unreasonably withheld.

By signing below, the undersigned authorized representatives of the parties have
affixed their signatures as of the Effective Date.

ISV: ___________________________            SilverStream Software, Inc.



By: __________________________________      By: ________________________________

Name: ___________________________________   Name: ______________________________

Title: ___________________________________  Title: _____________________________

Date: ___________________________________   Date: ______________________________




<PAGE>

                                    EXHIBIT A

                    Mandatory Terms of Sublicense Agreements

    All Sublicense  Agreements for the Embedded  Runtime  Software shall include
    substantially the following provisions:

         (1) The End  User is only  granted  a  non-exclusive,  non-transferable
    right to use the Application and Embedded  Runtime Software for its own use.
    The End User may only use the Embedded  Runtime Software with and as part of
    ISV's  Application  and is  prohibited  from  using  such  Embedded  Runtime
    Software for application development purposes or otherwise outside the scope
    defined in Section 1.6 of this Agreement.

         (2) The End  User's  usage  of the  Application  and  Embedded  Runtime
    Software shall be restricted to the number of Processors licensed consistent
    with the pricing terms of this  Agreement.  The End User shall be prohibited
    from renting or leasing the Application.

         (3) ISV's licensor  (SilverStream)  retains title to the Software,  and
    all copies thereof, and associated intellectual property rights therein. The
    End User may not copy the Software,  except for inactive backup and archival
    purposes only, and must include on all copies of the Software all copyright,
    government  restricted  rights  and other  proprietary  notices  or  legends
    included on the Software when it was shipped to such licensee.

         (4) ISV and its licensors  (including  SilverStream  or its  suppliers)
    shall  not  be  responsible  for  any  indirect,   incidental,  special  and
    consequential damages.

         (5) Only object code  versions of the  Software are licensed to the End
    User and reverse engineering,  disassembly or decompilation to derive source
    code  shall be  prohibited  (except to the extent  expressly  allowed  under
    applicable law).

         (6) The End User must agree to comply  with all  export  and  re-export
    restrictions  and  regulations  ("Export   Restrictions")   imposed  by  the
    government  of the  United  States.  If any  Software  or  Documentation  is
    acquired  by or on  behalf  of the U. S.  Government,  the U. S.  Government
    agrees that such Software or Documentation is "commercial computer software"
    or  "commercial  computer  software  documentation"  and,  absent a  written
    agreement to the  contrary,  the U. S.  Government's  rights with respect to
    such Software or  Documentation  are limited by the terms of this  Agreement
    pursuant to FAR ss. 12.212(a) and/or DFARS ss. 227.7202-1(a), as applicable.

         (7)  Although  copyrighted,   the  Application  (and  Embedded  Runtime
    Software)  is  unpublished  and  contains   proprietary   and   confidential
    information of ISV and its licensor (SilverStream or its suppliers). The End
    User will agree to  maintain  the  Software  in  confidence  and shall use a
    reasonable degree of care to protect the confidentiality of the Software.

         (8) Upon  termination  of the  license for the  Software,  the End User
    shall be required to destroy or return all copies of the Software.

         (9) ISV shall have the right to conduct  and/or  direct an  independent
    accounting  firm to conduct,  during normal  business hours, an audit of the
    appropriate  records  of the End User to verify  (i) the number of copies of
    the Embedded  Runtime  Software in use,  (ii) the computer  systems on which
    such copies are installed, and (iii) the number of Processors for which such
    copies are used.