BUSINESS PARTNER AGREEMENT

This Business Partner Agreement  ("Agreement") is made effective the ____ day of
_____,   2000   ("Effective   Date")   between   SILVERSTREAM   SOFTWARE,   INC.
("SilverStream")  with  offices at 2 Federal  Street,  Billerica,  Massachusetts
01821,   and    ___________________________    ("Partner")   with   offices   at
___________________________________________.  1. BUSINESS PARTNER  PROGRAM.  The
Business Partner Program to which Partner has subscribed,  and the benefits (the
"Program  Benefits")  and fees and  requirements  (the  "Program  Requirements")
associated  with the  Business  Partner  Program,  are as set forth in Exhibit A
attached  hereto  and  made an  integral  part  hereof  and as set  forth in the
"Program Benefits and Requirements"  matrix attached hereto and made an integral
part hereof.  SilverStream may from time to time change the Program Benefits and
Program  Requirements  by giving Partner thirty (30) days' prior written notice.
Partner  represents  that it meets or will meet  within  sixty  (60) days of the
Effective   Date  the  Program   Requirements   and  agrees  to  maintain   such
qualification  during the period of this Agreement.  Partner shall undertake all
obligations  set forth as Program  Requirements.  SilverStream  shall provide to
Partner all Program Benefits.

2. TERM. This Agreement will become effective as of the Effective Date and shall
continue in force for a period of one (1) year (the "Initial Term"),  subject to
earlier termination as herein provided. Thereafter, provided that Partner is not
then in default of this Agreement,  this Agreement shall automatically renew for
additional  one (1) year periods (each a "Renewal  Term",  and together with the
Initial Term,  the "Term")  unless  written  notice of  termination  is given by
either  party at least thirty (30) days prior to the  expiration  of the Initial
Term or the  then-current  Renewal Term, as the case may be. 3. FEES AND PAYMENT
TERMS. For each year of this Agreement,  Partner shall pay SilverStream the fees
set forth in the Program  Requirements.  The initial  enrollment fee is due upon
execution of this Agreement and renewal fees are due at or prior to renewal. All
fees  hereunder  are due and  payable  within  thirty  (30)  days of the date of
SilverStream's  invoice for such fees. Any past-due  invoice may subject Partner
to  immediate   termination  of  this  Agreement  at  the  sole   discretion  of
SilverStream.  All fees under this Agreement are stated in United States Dollars
and all payments  from Partner to  SilverStream  shall be made in United  States
Dollars and sent to Partner at the address set forth above, Attention:  Accounts
Receivable.

4. TAXES.  All fees and other amounts paid by Partner to SilverStream  hereunder
are exclusive of all federal, state, municipal, excise, sales, use, value added,
property or other  similar taxes and import  duties,  now in force or enacted in
the future by any  community of nations or any nation or political  subdivision,
all of which shall be paid by  Partner,  except for such taxes as are imposed on
SilverStream's  income,  which  shall  be  paid  by  SilverStream.   Partner  is
responsible  for obtaining  and providing to  SilverStream  any  certificate  of
exemption  or similar  document  required to exempt any sale from sales,  use or
similar tax liability.

5.    TRADEMARKS, ETC.

5.1 All patents,  trademarks,  tradenames,  domain names, copyrights,  logos and
designs used by SilverStream in connection with its business shall be and remain
the property of SilverStream, or the owner of such, as applicable, and no rights
to duplicate  such property shall accrue to Partner  unless  expressly  provided
herein or unless written  permission is granted by  SilverStream or the owner of
such,  as  applicable.  Partner  shall  include and shall not alter,  obscure or
remove any  trademark  or  tradename  used or claimed  by  SilverStream,  or any
markings,  logos,  colors  or other  insignia  which are  contained  on or in or
affixed to any materials supplied to Partner by SilverStream  (collectively with
any domain name including the word "SilverStream", the "SilverStream Marks").
<PAGE>

5.2 Subject to the terms and conditions of this Agreement,  SilverStream  hereby
grants  to  Partner  during  the  Term  a  non-exclusive,   non-assignable   and
non-transferable  right and license to use the SilverStream Marks in the conduct
of its business in a style and manner  approved by SilverStream in writing prior
to such use.  Partner  shall forward to  SilverStream  for its prompt review and
approval any and all forms of proposed  advertising or promotional  materials of
Partner  which  include  a  SilverStream  Mark.  Partner  may,  in  advertising,
promotional materials,  letterheads,  invoices, and other appropriate documents,
describe  itself as an  "Authorized  Partner  of  SilverStream  Software,  Inc."
Nothing  herein  shall  give  Partner  any  right,  title,  or  interest  in the
SilverStream  Marks  except  the  right to use the same  during  the Term and in
accordance  with its  terms.  Any use of the  SilverStream  Marks by or with the
authority of Partner  shall inure to the benefit of  SilverStream.  Partner will
not, during or after the Term, claim any ownership or similar interest in any of
the SilverStream  Marks.  Partner agrees it shall not, and it shall not cause or
assist any third party to,  register or attempt to register,  in its own name or
otherwise, any of the SilverStream Marks or any other trademarks, service marks,
or slogans owned by or associated with  SilverStream or any derivative of any of
these. In the event that Partner secures or has secured in any  jurisdiction any
rights to any of the  SilverStream  Marks or any of such other  marks or slogans
which  are prior to or  greater  than the  rights  owned by  SilverStream,  then
Partner shall immediately notify  SilverStream of same and, upon written request
from SilverStream, assign all of Partner's right, title, and interest therein to
SilverStream (or its designee). Partner agrees to notify SilverStream in writing
of any apparent  infringement of any of the SilverStream  Marks,  which comes to
the attention of Partner. Upon termination of this Agreement for any reason, all
rights and licenses  granted to Partner  hereunder  shall  terminate  and revert
immediately  to  SilverStream  and  Partner  shall  immediately  cease using the
SilverStream Marks.  Partner acknowledges and agrees that the SilverStream Marks
have a unique  character  giving them a peculiar value, the loss of which cannot
reasonably or adequately be compensated  for by monetary  damages,  and that the
violation  by  Partner  of the  provisions  hereof  concerning  the  same  or of
SilverStream's rights therein are likely to cause irreparable damage and injury.
Partner hereby expressly agrees that  SilverStream will be entitled to equitable
relief to prevent or cure any violation or infringement or threatened  violation
or infringement of SilverStream's rights in the SilverStream Marks.

5.3 SilverStream  shall be entitled to review  Partner's  operation from time to
time and, upon reasonable notice to Partner, conduct periodic quality reviews of
Partner's  operation.   Partner  shall  comply  with  all  SilverStream  quality
standards established from time to time by SilverStream.

6. INDEPENDENT CONTRACTORS. Partner and SilverStream are independent contractors
and are not agents or representatives of each other. Neither party has the right
to bind the other party and shall not misstate or misrepresent  its relationship
with the other party.  SilverStream may identify Partner as a "Business Partner"
in SilverStream  advertising and marketing  materials.  SilverStream and Partner
will contract  separately and  independently of each other with their respective
customers. Each party will be solely responsible for and liable to its customers
for its own products and services.

7.    TERMINATION; REMEDIES.
7.1   Termination.
      -----------
     (a) By  Either  Party.  After  the  Initial  Term,  this  Agreement  may be
terminated by either party,  without cause, upon ninety (90) days' prior written
notice to the other party.

     (b) By Either  Party  upon  Default.  In  addition  to any other  rights or
remedies  which  either  party may have  under  this  Agreement  or at law or in
equity,  each party  (except in the case of (v) below) shall have the right,  at
such party's sole option,  to terminate this Agreement  immediately:  (i) if the
other  party  fails to pay any fees or  charges or any other  payments  required
under this Agreement  when due and payable;  or (ii) if the other party fails to
perform or observe any other covenant, condition or agreement to be performed or
observed by it under this  Agreement,  and such failure or breach shall continue
unremedied for a period of thirty (30) days after the other party is notified in
writing by such party of such  failure  or breach;  or (iii) if the other  party
becomes insolvent,  dissolves,  liquidates,  terminates its existence or assigns
its  assets for the  benefit  of its  creditors,  or upon the  institution  of a
bankruptcy  or  reorganization  proceeding  by the  other  party;  or  (iv) if a
custodian or receiver is appointed for the other party or any of its property or
upon the institution of a bankruptcy or reorganization  proceeding filed against
the other  party,  and such  appointment  or  proceeding  is not  terminated  or
dismissed within thirty (30) days; or (v) in the case of SilverStream only, upon
any  assignment  or attempted  assignment  by Partner in violation of Section 12
hereof.

     (c) By Partner upon Change in Program Benefits or Requirements. Partner may
terminate  this  Agreement by giving thirty (30) days' prior  written  notice to
SilverStream  if  SilverStream  has  changed  the  Program  Benefits  or Program
Requirements pursuant to Section 1 and such changes are adverse to Partner.
<PAGE>

7.2 Remedies. If either party terminates this Agreement under Section 7.1(b), in
addition to any other rights and  remedies  such party may have,  the  breaching
party shall pay all costs and expenses  incurred by the  non-breaching  party in
the  enforcement or  preservation  of such party's rights or remedies under this
Agreement, including reasonable attorney's fees. Termination or expiration shall
not release  either party from its  obligation to pay any fees accruing prior to
the  date  of the  termination  or  expiration.  Upon  the  termination  of this
Agreement for any reason,  Partner shall (i) cease  immediately from acting as a
Partner of  SilverStream,  (ii) pay to  SilverStream,  in full within 30 days of
such  termination,  all amounts owed to  SilverStream  and (iii)  cooperate with
SilverStream  in  completing  all   outstanding   obligations  to  customers  8.
CONFIDENTIAL INFORMATION. Neither party will disclose or use any business and/or
technical   information  of  the  other  designated  orally  or  in  writing  as
"Confidential" or "Proprietary" or otherwise provided by the other party whether
or not marked as such  ("Confidential  Information")  without the prior  written
consent  of the other  party.  Such  restrictions  do not  extend to any item of
information  which (a) is now or later  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  restrictions 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 or
expiration of this Agreement,  each party shall immediately return all copies of
Confidential Information received from the other party.

9. DISCLAIMER OF WARRANTY.  Except as expressly  provided herein,  NO EXPRESS OR
IMPLIED  WARRANTY OR  CONDITION IS MADE WITH RESPECT TO ANY PRODUCTS OR SERVICES
PROVIDED  HEREUNDER  BY  SILVERSTREAM  OR ITS  SUBSIDIARIES,  INCLUDING  WITHOUT
LIMITATION ANY IMPLIED WARRANTY OF  MERCHANTABILITY,  NONINFRINGEMENT OR FITNESS
FOR A PARTICULAR PURPOSE.

10.  LIMITATION OF LIABILITY.  The aggregate  liability to SilverStream  and its
subsidiaries,  if any, for any losses or damages arising out of or in connection
with this Agreement,  whether the claim is in contract, tort or otherwise, shall
not exceed the amount paid by Partner to  SilverStream  under this Agreement for
the affected products or services.  UNDER NO CIRCUMSTANCES  SHALL  SILVERSTREAM,
ITS  SUBSIDIARIES OR ITS LICENSORS BE LIABLE FOR SPECIAL,  INDIRECT,  EXEMPLARY,
INCIDENTAL AND/OR CONSEQUENTIAL  DAMAGES,  INCLUDING,  BUT NOT LIMITED TO, LEGAL
FEES,  LOSS OF  PROFITS,  LOSS OR  INACCURACY  OF  DATA OR LOSS  RESULTING  FROM
BUSINESS DISRUPTION, EVEN IF SILVERSTREAM HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.  IN NO EVENT WILL SILVERSTREAM BE LIABLE TO PARTNER'S CUSTOMERS OR
OTHER THIRD  PARTIES  FOR ANY DAMAGES  INCLUDING,  WITHOUT  LIMITATION,  DAMAGES
CAUSED BY PARTNER'S FAILURE TO PERFORM COVENANTS AND  RESPONSIBILITIES.  PARTNER
SHALL INDEMNIFY  SILVERSTREAM  AGAINST ALL SUCH CLAIMS ASSERTED BY ITS CUSTOMERS
OR OTHER THIRD PARTIES AGAINST SILVERSTREAM.

11.   INDEMNIFICATION.   Partner   indemnifies,   defends  and  holds   harmless
SilverStream,  its  affiliates,  directors,  employees and agents from all third
party claims,  including court costs and reasonable fees of attorneys and expert
witnesses,  arising in connection  with its  activities or inactivity  hereunder
unless such liability is caused by the gross negligence or willful misconduct of
SilverStream.  SilverStream indemnifies, defends and holds harmless Partner, its
affiliates,  directors,  employees  and  agents  from all  third  party  claims,
including  court costs and  reasonable  fees of attorneys and expert  witnesses,
arising in connection  with its activities or inactivity  hereunder  unless such
liability is caused by the gross negligence or willful misconduct of Partner.

12. ASSIGNMENT.  The rights granted to Partner under this Agreement are personal
in  character.  Neither  this  Agreement  nor any rights  granted  hereby may be
assigned by Partner  voluntarily  or by operation of law without  SilverStream's
prior written consent and any such attempted  assignment shall be null and void.
For  purposes  of this  Agreement,  "assignment"  shall be deemed to include the
transfer of all or  substantially  all of the assets of, or all or a majority of
the voting stock or other equity  interest of Partner,  or the merger of Partner
with one or more entities.  This Agreement  shall inure to the benefit of and be
binding upon any successor or assign of SilverStream.
<PAGE>

13. NOTICES. All notices,  requests,  demands and other communications hereunder
shall be in writing to the address set forth above (and if to  SilverStream,  to
the attention of the Legal  Department) or to such other address as SilverStream
or Partner may  designate  by written  notice to each other.  Any such  notices,
requests,  demands  or other  communications  shall be  deemed to have been duly
given (a) if  delivered  personally,  upon  receipt;  (b) if  mailed,  three (3)
business  days  after sent by  registered  or  certified  mail,  return  receipt
requested,  postage  prepaid;  (c) if by  Federal  Express  or  other  reputable
overnight  courier service,  one (1) business day after delivery to such courier
service  or (d) if by  facsimile  or  e-mail  transmission,  upon  receipt.  14.
GOVERNING LAW; JURISDICTION.  This Agreement shall be governed by, and construed
in accordance with, the laws of The Commonwealth of Massachusetts without regard
to  its  conflict  of  laws  rules  or  the  United  Nations  Convention  on the
International  Sale of Goods.  Partner submits to the exclusive  jurisdiction of
The  Commonwealth  of  Massachusetts  and the state and federal  courts  located
within Suffolk or Middlesex  County within The  Commonwealth  of  Massachusetts.
Service of process commencing any suit relating to this Agreement in such courts
may be made on either  party in the  manner  specified  in Section 14 hereof for
notice.  Anything  contained in this Agreement to the contrary  notwithstanding,
either party shall have the right to institute judicial  proceedings against the
other or anyone acting by,  through or under the other,  in order to enforce the
instituting party's rights hereunder through  reformation of contract,  specific
performance, injunction or similar equitable relief. 15. GENERAL. This Agreement
(including  any  Schedules,  Exhibits,  Annexes and Addenda  attached  hereto or
subsequently  executed by both parties and  referencing  this Agreement) and any
documents  explicitly  referred  to herein or  therein,  constitute  the  entire
agreement  between  the  parties,  supersede  any  and all  previous  agreements
authorizing Partner hereunder, and no representation,  condition,  understanding
or  agreement  of any kind,  oral or written,  shall be binding upon the parties
unless incorporated  herein. This Agreement may not be modified or amended,  nor
will the rights of either  party be deemed  waived,  except by an  agreement  in
writing signed by authorized representatives of Partner and SilverStream. If any
provision  of this  Agreement  is held to be  unenforceable,  the parties  shall
substitute   for  the  affected   provision  an  enforceable   provision   which
approximates the intent and economic effect of the provision.  In the event that
either party fails to perform any of its obligations under this Agreement due to
any act of God, fire, casualty,  flood, war, strike, lock out, failure of public
utilities,  injunction  or  any  act,  exercise,  intervention  of  governmental
authority,  epidemic,  insurrection,  or any other cause  beyond the  reasonable
control  of the party  invoking  this  provision,  then,  except  for  Partner's
obligation  to make payments to  SilverStream  hereunder,  the affected  party's
performance  shall be excused and the time for performance shall be extended for
the period of delay or inability to perform due to such occurrence.  The parties
agree to comply with all U.S.  state and  federal  laws,  regulations  or orders
pertaining to the  fulfillment  of this  Agreement  including but not limited to
export control laws,  anti-boycott  laws, and the Foreign Corrupt Practices Act,
which  prohibits  certain  payments to parties who are not Partner.  No delay or
omission on the part of either party to this Agreement in requiring  performance
by the other  party or in  exercising  any right  hereunder  shall  operate as a
waiver of any  provision  hereof or of any  right or rights  hereunder;  and the
waiver,  omission or delay in  requiring  performance  or  exercising  any right
hereunder  on any one  occasion  shall not be construed as a bar to or waiver of
such  performance or right, or of any right or remedy under this  Agreement,  on
any future  occasion.  This Agreement may be executed in  counterparts,  each of
which shall be deemed an original but all of which shall  constitute one and the
same  instrument.  Whenever the context may require,  any pronouns  used in this
Agreement shall include the corresponding  masculine,  feminine or neuter forms,
and the singular forms of nouns and pronouns shall include the plural,  and vice
versa.  The word  "including" is not a word of limitation  and means  "including
without  limitation".  The  captions of the sections of this  Agreement  are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement. Sections 3, 4, 5, 7.2, 8, 9, 10, 11,
13, 14 and 15 of this  Agreement  shall survive any expiration or termination of
this Agreement.

The parties hereto have executed this Agreement as of the Effective Date.

Partner: ____________________________         SILVERSTREAM SOFTWARE, INC.


By: ________________________________          By: ______________________________

Name: _____________________________           Name: ____________________________

Title: ______________________________         Title: ___________________________

Date: ______________________________          Date: ____________________________


                                   EXHIBIT A

                          TO BUSINESS PARTNER AGREEMENT

                                  (VAR PARTNER)

1.    APPOINTMENT. SilverStream appoints Partner as a non-exclusive member of
                   the SilverStream VAR Partner Program.

2.    GRANT OF LICENSES.

2.1 Subject to the terms and  conditions of the Agreement,  SilverStream  hereby
grants to  Partner,  and Partner  hereby  accepts,  the license  pursuant to the
Software  License  Agreement  attached  hereto  as Annex A for the  SilverStream
software  products  (the  "Products"),  as  designated in Annex A. To the extent
permitted herein, the distribution of any Product by Partner shall be subject to
the terms and conditions of  SilverStream's  shrink-wrap  sublicense  agreements
under which each  sublicensee  agrees,  among other  things:  (a) to operate and
process the Product for its own  business  purposes  only,  without the right to
further  sublicense;  (b) not to copy or reproduce  the Product,  in whole or in
part,  except as  permitted  in writing;  (c) not to modify,  adapt,  translate,
decompile, disassemble or reverse engineer (except to the extent SilverStream is
required by  applicable  law to allow you to reverse  engineer the software) the
Product  in any  manner;  and (d) that the  sublicense  agreement  inures to the
benefit of SilverStream, and that SilverStream may directly enforce the terms of
the sublicense agreement in order to protect its interest in the Products.

2.2  Neither  Partner nor any persons or  entities  who  directly or  indirectly
purchase or license Products from, or who have the Products marketed to them by,
Partner in accordance with this Agreement  ("Customers") shall have any right to
merge or embed the Products  into any other  computer  program or work or create
derivative works of the Products.
<PAGE>

2.3 Title to and  ownership of the Products,  including all patents,  copyrights
and property  rights  applicable  thereto,  shall at all times remain solely and
exclusively  with  SilverStream  or its licensors,  and neither  Partner nor any
Customer shall take any action inconsistent with such title and ownership.  Upon
termination  of  the  Agreement,  Partner  shall  abstain  from  making  further
distribution of Products.

2.4 SilverStream may, at its option, make available to Partner certain software,
media  and/or  related  documentation  for  products or versions of products not
generally commercially available ("Pre-released Software). Partner agrees to use
Pre-released  Software for testing and  evaluation  purposes  only, and to treat
Pre-released  Software as Confidential  Information and trade secrets subject to
the  provisions of this  Agreement.  Partner agrees to abide by the terms of the
shrink-wrap license associated with such Pre-released Software.

3.    PRICES, PAYMENT AND AUDIT.

3.1 Partner agrees to pay the prices for each Product  ordered  hereunder as set
forth under Program Benefits.  Such prices shall equal SilverStream's  suggested
MSRP ("Base  Price") for Products  ordered,  less the  applicable  discount (the
"Discount"),  as set forth under  Program  Benefits.  All such prices are F.O.B.
SilverStream's point of shipment.

3.2 SilverStream in its sole discretion, shall have the right from time to time,
to change the Base Prices and Discounts and/or add or delete products to or from
the Price List by giving  thirty  (30) days'  prior  written  notice to Partner.
Orders accepted by  SilverStream  prior to the effective date of any such change
and  scheduled for delivery  within 30 days  following  receipt by  SilverStream
shall be processed at the lower of (i) the Base Prices and/or  Partner Prices in
effect on the date of  acceptance  of the order or (ii) the Base  Prices  and/or
Partner Prices in effect on the scheduled shipment date.

3.3 The payment  terms for Product  ordered shall be net thirty (30) days and if
Partner fails to pay any amounts when due, Partner shall pay SilverStream a late
payment charge equal to 1.5% per month or if lesser the maximum amount permitted
by law.  SilverStream  reserves the right to require full or partial  payment in
advance,  or to revoke any credit  previously  extended,  if, in  SilverStream's
judgment, Partner's financial condition does not warrant proceeding on the terms
specified.

3.4 SilverStream shall have the right,  subject to reasonable advance notice, to
have an independent auditor acceptable to Partner (which acceptance shall not be
unreasonably  withheld or delayed) inspect such books and records of Partner, at
Partner's  principal  place of business,  as are necessary to verify the reports
provided by Partner to  SilverStream.  Any such audit shall be at the expense of
SilverStream,  unless such audit  discloses an underpayment by Partner in excess
of five  percent (5%) in any  three-month  period,  in which case Partner  shall
reimburse  SilverStream for such expenses.  Any underpayment by Partner shall be
promptly paid to SilverStream  together with interest as provided in Section 5.3
hereof.

4. PURCHASE ORDERS; SHIPMENT; DELIVERY; TITLE. Partner shall order Products from
SilverStream by submitting a written purchase order identifying the quantity and
Products ordered,  prices, ship to location,  requested delivery date(s) and any
export/import and shipping  information  required to enable SilverStream to fill
the order.  All  purchase  orders for  Products  are  subject to  acceptance  by
SilverStream.   All  shipping   charges  and   insurance   costs  shall  be  the
responsibility of Partner. Unless otherwise agreed, SilverStream will select the
common carrier on behalf of Partner,  but such carrier shall not be construed as
SilverStream's  agent.  Risk of loss shall pass to Partner upon  delivery to the
common carrier.  Partner acknowledges that it is responsible for credit and cash
collection  risks  with its  customers.  Upon the  occurrence  of a  default  by
Partner,  SilverStream,  in its sole discretion,  shall have the right to cancel
any or all unfilled  orders for Products  submitted by Partner.  Purchase orders
shall be binding upon  SilverStream  only if consistent  with this Agreement and
Schedules  and  Exhibits  hereto and with  respect to: the  designated  services
ordered and fees therefor;  payment terms; site for performance of services; and
delivery  dates set forth on the face side of, or a special  attachment  to, the
purchase  order.  Pre-printed  or other printed terms on or attached to any such
purchase order shall be void and of no effect.

5. OWNERSHIP OF PRODUCTS.  SilverStream software products ("Products") are owned
by  SilverStream  or its  licensors and are  protected by copyright  law,  trade
secret  laws  and  international  conventions.  All  rights  in and to  patents,
copyrights,  trademarks  and trade  secrets in the Products are and shall remain
with SilverStream and its licensors.  No title to, or ownership of, the Products
are  transferred  to  Partner  or any  end-user.  Partner  shall  not  make  any
representations   concerning   the   Products   that   are   inconsistent   with
SilverStream's marketing materials and advertising.

6.    INFRINGEMENT INDEMNIFICATION BY SILVERSTREAM.

6.1 If notified  promptly in writing of any action brought against Partner based
on a claim  that the  Products  infringe  any  valid  United  States  patent  or
copyright,  SilverStream  shall  defend  such  action at its expense and pay all
costs  and  damages  finally  awarded  in such  action or  settlement  which are
attributable to such claim.  SilverStream shall have sole control of the defense
of any such  action  and all  negotiations  for its  settlement  or  compromise.
Partner shall  cooperate fully with  SilverStream in the defense,  settlement or
compromise of any such action.  In the event that a final injunction is obtained
against  Partner's  use of the  Product  by  reason of  infringement  of a valid
patent,  copyright,  trade secret or other intellectual property right, or if in
the  opinion of  SilverStream  the  Product is likely to become the subject of a
successful  claim of such  infringement,  SilverStream  may,  at its  option and
expense,  (a) procure for Partner and its Customers the right to continue  using
the Product, (b) replace or modify the Product so that it becomes non-infringing
so long as its functionality is essentially unchanged, or (c) if neither (a) and
(b) are  reasonably  available to  SilverStream,  terminate  the license for the
Product.
<PAGE>

6.2  Notwithstanding  the  foregoing,  SilverStream  shall have no  liability to
Partner to the extent that any  infringement  or claim thereof is based upon (a)
use of any Product in  combination  with  equipment  or software not supplied by
SilverStream  where the Product would not itself be  infringing,  (b) compliance
with designs, specifications or instructions of Partner or any of its Customers,
(c) use of any Product in an  application  or  environment  for which it was not
designed or contemplated hereunder,  (d) modifications of the Products by anyone
other  than  SilverStream,  or (e) any  claims of  infringement  of any  patent,
copyright  or trade secret in which  Partner or any  affiliate of Partner has an
interest or license.

6.3  Partner  shall not bring any suit or action  against  SilverStream  for any
reason  whatsoever  more than one year  after the  related  cause of action  has
occurred.

6.4 THE  FOREGOING  INDEMNIFICATION  PROVISIONS  STATE THE ENTIRE  LIABILITY  OF
SILVERSTREAM  WITH RESPECT TO INFRINGEMENT  OR ALLEGED  INFRINGEMENT OF PATENTS,
COPYRIGHTS,  TRADEMARKS,  TRADE  SECRETS  AND  OTHER  INTELLECTUAL  PROPERTY  OR
PROPRIETARY RIGHTS BY THE PRODUCTS.

7. INFRINGEMENT, INDEMNIFICATION BY PARTNER. Partner shall indemnify, defend and
hold harmless SilverStream against all claims,  liabilities,  damages, expenses,
judgments and losses  (including  reasonable  attorneys'  fees) arising from (a)
infringement  or alleged  infringement of any patent,  copyright,  trade secret,
trademark or other  intellectual  property or  proprietary  right as a result of
compliance by SilverStream  with the designs,  specifications or instructions of
Partner or any of its Customers,  (b) Partner's breach of any of its obligations
hereunder, and (c) Partner's misuse of the Products.

Accepted and Agreed to as of the Effective Date.

Partner: ____________________________       SILVERSTREAM SOFTWARE, INC.


By: ________________________________        By: ________________________________

Name: _____________________________         Name: ______________________________

Title: ______________________________       Title: _____________________________

Date: ______________________________        Date: ______________________________



<PAGE>
                                     ANNEX A

                                       TO

                                    EXHIBIT A

                                       TO

                           BUSINEES PARTNER AGREEMENT

                                  (VAR PARTNER)

                     SILVERSTREAM SOFTWARE LICENSE AGREEMENT

                       (THIS IS A LICENSE AND NOT A SALE)

              IMPORTANT - READ CAREFULLY BEFORE INSTALLING SOFTWARE

YOU MAY USE THE ENCLOSED SOFTWARE ONLY IN ACCORDANCE WITH THIS LICENSE AGREEMENT
("AGREEMENT")  (UNLESS YOU HAVE A SIGNED LICENSE  AGREEMENT WITH SILVERSTREAM OR
ONE OF ITS  SUBSIDIARIES  COVERING  THIS  SOFTWARE).  USE OF  THIS  SOFTWARE  IS
EXPRESSLY  CONDITIONED  ON YOUR  AGREEING TO THIS  AGREEMENT.  YOU INDICATE YOUR
ACCEPTANCE OF THIS AGREEMENT BY CLICKING ON THE "YES" BUTTON DURING INSTALLATION
OF THE  SOFTWARE.  IF YOU DO NOT AGREE  WITH THESE  TERMS,  DO NOT  INSTALL  THE
SOFTWARE  AND  PROMPTLY  RETURN THE  SOFTWARE  (AND ALL OTHER  PRODUCT  CONTENTS
INCLUDING  DOCUMENTATION)  WITH  YOUR  RECEIPT  OR OTHER  PROOF OF  PURCHASE  TO
SILVERSTREAM  FOR A FULL REFUND.  If you should have any difficulty in obtaining
such refund,  or if you have any questions  concerning  this  Agreement,  please
write to the  attention  of the  Legal &  Contracts  Dept at the  United  States
headquarters   of   SilverStream   Software,   Inc.,   which  can  be  found  at
SilverStream's website at www.silverstream.com.

IF YOU PURCHASED THE SOFTWARE FROM AN AUTHORIZED  RESELLER OF SILVERSTREAM,  YOU
UNDERSTAND THAT SUCH RESELLER IS NOT SILVERSTREAM'S  AGENT AND IS NOT AUTHORIZED
TO MAKE ANY REPRESENTATIONS,  CONDITIONS OR WARRANTIES,  STATUTORY OR OTHERWISE,
ON  SILVERSTREAM'S  BEHALF  NOR TO VARY ANY OF THE TERMS OR  CONDITIONS  OF THIS
AGREEMENT.

1. LICENSE TERMS.  SilverStream grants you a non-exclusive and  non-transferable
(except as otherwise  expressly  stated in this Agreement)  right and license to
use the object code version of the Software in  accordance  with the  applicable
license  detailed  below that you have  purchased.  All rights not  specifically
granted to you in this Agreement are retained by SilverStream and its licensors.

LICENSE CONFIGURATIONS CHART
<TABLE>
<S>    <C>
<CAPTION>
=====================================================================================================================
DEVELOPMENT SOFTWARE                          LICENSE CONFIGURATIONS

=====================================================================================================================
=====================================================================================================================
SILVERSTREAM DEVELOPER EDITION (SDE) Available in "1 developer" or "5 developer"
configurations.

=====================================================================================================================
DEPLOYMENT SOFTWARE                           LICENSE CONFIGURATIONS

=====================================================================================================================
=====================================================================================================================
SILVERSTREAM WORKGROUP EDITION (SWE)          Available in "concurrent user" configurations of 5, 10 or 25.
=====================================================================================================================
=====================================================================================================================
SILVERSTREAM   ENTERPRISE   EDITION   (SEE)   Available   in   "Per   Processor"
configurations of 1, 2, 4, or 6.

=====================================================================================================================
=====================================================================================================================
ENTERPRISE DATA CONNECTORS (EDC)              Available in "Per Processor"  configurations  of 1, 2 or 4; Windows NT
                                              only.
=====================================================================================================================
</TABLE>

(A)  DEVELOPMENT  USE  LICENSES.  Licensed  solely  for your  internal  software
application   development   use  for  the  number  of  developers   within  your
organization  commensurate  with the type of license  purchased as designated in
the chart  above.  You may use the media on which the 5-pack SDE resides to copy
the SDE onto those computing devices used by licensed developers.

(B)  DEPLOYMENT  USE LICENSES.  Licensed  solely for your  software  application
deployment  use for the  number of users  commensurate  with the type of license
purchased as designated  in the above chart.  The SEE and EDC may be accessed by
an unlimited number of users per Processor.  Though deployment Software does not
include  development  Software  tools or applicable  documentation,  you may use
deployment Software for your application development testing purposes.
<PAGE>

2. FEES AND PAYMENT.  All fees resulting from this Agreement are due and payable
within  thirty  (30) days  after  your  receipt  of the  invoice if related to a
product  or  Support  Service(s)  (as  defined  below)  acquired  directly  from
SilverStream;  otherwise  such fees are due and payable in  accordance  with the
applicable authorized reseller's policies. You shall pay all applicable shipping
charges, and sales, use, value added, personal property,  consumption or similar
taxes,  tariffs or  governmental  charges,  exclusive of  SilverStream's  or its
reseller's net income and corporate franchise taxes.

3.  SUPPORT  SERVICES.  You may purchase  technical  telephone  support,  update
assurance  and/or  training  services  in  support  of  the  Software  ("Support
Service(s)") in accordance with then-current plans for such Support  Service(s),
current  versions  of  which  can be  found  within  SilverStream's  website  at
"www.silverstream.com".

4.    RESTRICTIONS AND OTHER CONDITIONS.
(A) You may not copy the Software  except as expressly  allowed  under  Sections
1(A)  and  4(e) of this  Agreement.  (B) You may not  modify,  enhance,  reverse
engineer,  decompile,  disassemble,  supplement,  create  derivative  work from,
adapt, translate or otherwise reduce the Software to human readable form (except
as specifically  permitted in the  Documentation);  except,  however, if you are
located in the European  Economic Area and require  access to the source code of
the Software in order to achieve  interoperability  of the  Software  with other
software,  then you will inform  SilverStream  accordingly and  SilverStream can
then  decide   either  (i)  to  perform  the  work  in  order  to  achieve  such
interoperability and charge its then-standard rates for such work to you or (ii)
to permit you to reverse  engineer parts of the Software in order to obtain such
source code, but only to the extent necessary to achieve such  interoperability.
(C) You may not rent or lease the  Software  nor allow use of the  Software  for
service bureau, timesharing or any other form of shared use.

(D) Except as otherwise expressly permitted in this Agreement, you may not cause
or permit the disclosure,  copying, renting, licensing,  sublicensing,  leasing,
dissemination or other  distribution of the Software or its Documentation by any
means or in any form to any third party including,  without limitation, any form
of distributor or reseller without a signed agreement with SilverStream granting
such right(s).

(E) You may make one copy of the Software and Documentation solely for archival,
emergency back-up, or disaster recovery purposes;  provided,  however,  that all
copyright and other  proprietary  notices of SilverStream  and its licensors are
reproduced on such copies.

(F) You acknowledge that, although the Software media may contain other software
products,  you are  hereby  licensed  to  install  and  use  only  the  Software
designated by the license key provided to you for operation of the Software. (G)
The  Software  may not be  transferred,  sold,  assigned or  otherwise  conveyed
(whether  by  operation  of law or  otherwise)  to another  party or outside the
country in which it was originally delivered to you without SilverStream's prior
written  consent  subject  to your  compliance  with all  applicable  export and
re-export  regulations  and  restrictions;  provided,  however,  that if you are
located  in the  European  Economic  Area,  you may  transfer  your  copy of the
Software  together with its  Documentation  on a permanent basis, so long as you
notify SilverStream as to the name and address of the recipient of your copy and
that such  recipient  agrees in  writing  to the  terms and  conditions  of this
Agreement.  (H)  Results  of  benchmark  or other  performance  tests run on the
Software may not be disclosed to any third party  without  SilverStream's  prior
written consent.

(I) The Software contains software programs written in Java. The Software is not
fault-tolerant  and is not designed,  manufactured or intended for use or resale
in the on-line control,  design,  construction,  operation or maintenance of any
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
suppliers  specifically  disclaim any express or implied warranty of fitness for
High Risk  Activities.  You  acknowledge  that you are not  licensed  to use the
Software for High Risk Activities and you warrant that you will not do so.

(J) Third party software products supplied with the Software are provided to you
subject to such third party's license agreement with SilverStream,  the terms of
which may change from time to time. The Sybase Adaptive Server Anywhere database
may only be used as a part of SilverStream's development Software.

(K) Any form of evaluation  Software is licensed  solely for your evaluation and
trial  purposes,  and begins upon your  installation  of the  Software  and ends
forty-five (45) days thereafter.

GENERAL TERMS AND CONDITIONS

5. COPYRIGHT AND  OWNERSHIP.  Title to the Software and its  Documentation,  and
patents,  copyrights and all other property rights applicable thereto,  shall at
all times remain solely and exclusively with SilverStream and its licensors, and
you shall not take any action  inconsistent  with such  title.  The  Software is
protected by copyright laws and international  treaty provisions.  You shall not
remove any copyright notices or other  proprietary  notices from the Software or
its Documentation, and you must reproduce such notices on all copies or extracts
of the Software or its Documentation. You do not acquire any rights of ownership
in the Software.
<PAGE>

6. U.S.  GOVERNMENT  RIGHTS. If the Software or its Documentation is acquired by
or on behalf of the United States  Government,  the Government  agrees that such
Software and  Documentation  is  "commercial  computer  software" or "commercial
computer software  documentation"  and that use,  modification,  duplication and
disclosure  of the  Software and its  Documentation  by the U.S.  Government  is
subject to restrictions set forth in this Agreement or in a written agreement to
the  contrary  specifying  the  Government's  right to use the  Software and its
Documentation,  pursuant to FAR ss. 12.212(a) and/or DFARS ss. 227.7202-1(a), as
applicable.  SilverStream  reserves all unpublished  rights under U.S. copyright
laws.

7. TERM OF LICENSE. Either party may terminate this Agreement if the other party
breaches any of its  obligations  hereunder and fails to cure such breach within
thirty (30) days after written notice.  Upon termination,  you shall cease using
the Software and shall return to SilverStream all copies of the Software and its
Documentation in any form.

8.  LIMITED  WARRANTY.  For the period of thirty (30) days from the date of your
receipt of the Software,  SilverStream warrants that the Software, when properly
used,   will  operate  in  all  material   respects  in   conformity   with  its
Documentation,  and the  Software  media shall be free of defects.  SilverStream
warrants  that  Software  telephone  support  and  training  services  ("Related
Service(s)") will be performed by qualified personnel in a professional  manner.
In the event of non-conforming  Software or Related Service(s),  or if the media
is defective,  your sole remedy and SilverStream's exclusive liability shall be,
as applicable and at SilverStream's option, replacement of the affected Software
or media, or re-performance of the Related  Service(s) at no additional  charge,
or a refund of the fees paid for the  affected  Software or Related  Service(s).
Some  jurisdictions  do  not  allow  the  exclusion  or  limitation  of  relief,
incidental or  consequential  damages,  so the above limitation or exclusion may
not apply to you.  EVALUATION SOFTWARE AND ANY THIRD PARTY SOFTWARE ARE PROVIDED
TO YOU "AS IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE.
SILVERSTREAM DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS,  EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE,  INCLUDING WITHOUT  LIMITATION THE IMPLIED WARRANTIES OR
CONDITIONS  OF  MERCHANTABLE  QUALITY,   NONINFRINGEMENT,   AND  FITNESS  FOR  A
PARTICULAR PURPOSE, AND WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A
COURSE  OF  DEALING  OR  USAGE OF  TRADE,  WITH  RESPECT  TO THE  SOFTWARE,  ITS
DOCUMENTATION, SUPPORT OR OTHER SERVICES RELATED TO THE SOFTWARE. NO WARRANTY IS
MADE REGARDING THE RESULTS OF SOFTWARE OR RELATED SERVICES OR THAT ALL ERRORS IN
THE SOFTWARE WILL BE CORRECTED,  OR THAT THE SOFTWARE'S  FUNCTIONALITY WILL MEET
YOUR REQUIREMENTS.  YOU ACKNOWLEDGE YOUR RESPONSIBILITY TO (I) REGULARLY BACK UP
DATA  MAINTAINED ON ANY COMPUTER  SYSTEM USING THE SOFTWARE AND (II)  ADEQUATELY
TEST  PRIOR  TO  DEPLOYMENT  EACH  PRODUCTION  VERSION  OF  THE  SOFTWARE  IN  A
CONFIGURATION  WHICH REASONABLY  SIMULATES YOUR PLANNED DEPLOYMENT OR PRODUCTION
ENVIRONMENT. This limited warranty gives you specific legal rights. You may have
other rights that vary among jurisdictions.  Some jurisdictions do not allow the
exclusion of implied  conditions or warranties,  statutory or otherwise,  so the
above exclusions may not apply to you.

9.  LIMITATIONS ON LIABILITY.  SILVERSTREAM'S  LICENSORS SHALL NOT BE LIABLE FOR
DIRECT DAMAGES AND  SILVERSTREAM  SHALL NOT BE LIABLE FOR DIRECT DAMAGES ARISING
FROM ANY SOFTWARE PRODUCT OR RELATED SERVICE BEYOND THE AMOUNT YOU PAID FOR SUCH
SOFTWARE PRODUCT OR RELATED SERVICE. NEITHER SILVERSTREAM,  ITS SUBSIDIARIES NOR
ANY OF ITS LICENSORS SHALL BE LIABLE FOR ANY LOSS OR INACCURACY OF DATA, LOSS OF
PROFITS OR INDIRECT,  SPECIAL,  INCIDENTAL,  CONSEQUENTIAL OR EXEMPLARY DAMAGES,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NEITHER
SILVERSTREAM NOR ANY OF ITS SUBSIDIARIES TOTAL LIABILITY, IF ANY, ARISING OUT OF
THIS AGREEMENT OR YOUR USE OF THE SOFTWARE OR RELATED  SERVICES SHALL EXCEED THE
FEES PAID BY YOU FOR THE AFFECTED SOFTWARE OR RELATED  SERVICE(S) GIVING RISE TO
THE CLAIM. THE FOREGOING RESTRICTIONS,  DISCLAIMERS AND LIMITATIONS SHALL REMAIN
IN FORCE EVEN IN THE EVENT OF A FUNDAMENTAL  BREACH BY  SILVERSTREAM OR A BREACH
BY SILVERSTREAM OF A CONDITION OR FUNDAMENTAL TERM HEREUNDER. Some jurisdictions
do not allow the  exclusion  or  limitation  of indirect,  special,  incidental,
consequential  or exemplary  damages or the limitation of liability to specified
amounts, so the above limitations or exclusions may not apply to you.

10. GOVERNING LAW; COMPLETE AGREEMENT;  TRANSLATION.  This Agreement constitutes
the complete  agreement  between the parties with respect to the  Software,  its
Documentation  and  services  hereunder  and  is  governed  by the  laws  of the
Commonwealth of Massachusetts excluding (i) its conflict of law provisions, (ii)
the United Nations  Convention on Contracts for the International Sale of Goods,
(iii) the 1974 Convention on the Limitation Period in the International  Sale of
Goods (the "1974  Convention"),  and (iv) the Vienna  Protocol  of 11 April 1980
amending the 1974 Convention. The terms of this Agreement supersede the terms of
any purchase order or other  document  issued or signed by you to authorize your
purchase of the license of the Software or related services. If any provision of
this Agreement is held to be  unenforceable,  such  provision  shall be limited,
modified or severed as  necessary  to eliminate  its  unenforceability,  and all
other provisions shall remain  unaffected.  The failure or delay of either party
to exercise any of its rights shall not be deemed a waiver of such rights and no
waiver of any breach of this  Agreement  shall  constitute a waiver of any other
breach.  The parties hereto have requested that this Agreement and all documents
contemplated hereby be drawn up in English.

The  parties  agree that the  federal and state  courts of the  Commonwealth  of
Massachusetts shall be the exclusive forum for resolving all disputes that arise
from or in connection with this Agreement or the  interpretation  or termination
thereof  and you  hereby  submit to the  jurisdiction  of such  courts  for such
purposes; provided, however, that either party shall have the right to institute
judicial  proceedings  against the other party or anyone  acting by,  through or
under the other party, in order to enforce such party's rights hereunder through
reformation of contract,  specific performance,  injunction or similar equitable
relief.
<PAGE>

11. DEFINITIONS.  "Documentation"  means the publications prepared and delivered
to you by SilverStream that accompanies the Software,  such as reference,  user,
installation, systems administrator and technical guides. "Processor" means each
central processing unit (CPU) designated for use on a specific computing device.
"Software" means those items of software, in object code form only,  proprietary
to SilverStream  and/or its suppliers that you have ordered from SilverStream in
the accompanying  package or your accepted  order(s) and supplied  together with
this Agreement and any patch, update, upgrade, modification or other enhancement
thereto provided to you by SilverStream.


                                    EXHIBIT A

                          TO BUSINESS PARTNER AGREEMENT

                              (CONSULTING PARTNER)

1.      APPOINTMENT.  SilverStream appoints Partner as a non-exclusive member of
the  SilverStream  Consulting  Partner  Program to provide  consulting  services
relating to the SilverStream software products (the "Products").

2.      GRANT  OF  LICENSES.  Subject  to the  terms  and  conditions  of  this
Agreement,  SilverStream  hereby grants to the Partner,  and the Partner  hereby
accepts a non-exclusive and non-transferable license to:

2.1     use  SilverStream  documentation  ("Documentation")  in connection  with
providing consulting services; and

2.2  utilize  applicable  Products  only in  connection  with the  provision  of
consulting  services.  This Agreement does not provide Partner with any right to
sell Products to its customers or any third party.

This Agreement  does not provide  Partner with any right to sell Products to its
customers  or any third party.  The Products are provided to Partner  solely for
the  purpose  of  providing   supervised   demonstrations  of  the  Products  to
prospective  customers.  The Products  may not be  transferred,  distributed  or
sublicensed  to third parties or used for  development  or production  purposes.
Partner may, for such purpose,  make a reasonable number of demonstration copies
of the Products.

3.       OBLIGATIONS OF PARTNER.

3.1  Partner  shall  arrange  for one or more of its  employees  to  complete  a
designated  training course offered by  SilverStream or a SilverStream  Training
Partner  within  sixty  (60)  days  after  entering  into this  Agreement.  Upon
completion  of the  training  course,  the employee  shall  become  certified by
submitting a certification application and passing a certification  examination.
In  order  to  retain   certification   status,   certified  personnel  must  be
re-certified  based  upon new  versions  of  Products.  If any of the  Partner's
employees  who then have  SilverStream  certification  status shall no longer be
employed by  Partner,  SilverStream  shall have the right to require  Partner to
arrange for another of its  employees to complete a designated  training  course
offered by SilverStream or another Training Partner within sixty (60) days after
the termination of such certified  employee and to require such employee to take
an examination to become so certified.

3.2 Partner shall provide,  at its own expense,  appropriate  computer equipment
for the consulting services.

3.3 Partner shall not make any representations concerning the Products which are
inconsistent with SilverStream's marketing materials and advertising.

3.4 Partner  acknowledges  that  SilverStream  retains all title,  copyright and
other proprietary  rights in and to the SilverStream  Products and Documentation
including  any  and all  copies,  modifications  and  translations  thereof  and
derivative works based thereon.

3.5  Partner  shall not make  copies  of any of the  SilverStream  Products  and
Documentation without the written permission of SilverStream.  Partner shall not
remove any copyright or proprietary  rights notice  included in or on any of the
SilverStream Products and Documentation, and shall reproduce all such notices in
or on all copies made by Partner.

3.6 Partner will not use the Products and Documentation, any portion thereof, or
any works  derived  therefrom for any purpose  other than  providing  consulting
services as authorized hereunder.

4. PURCHASE ORDERS.  Purchase orders shall be binding upon  SilverStream only if
consistent  with this  Agreement  and  Schedules  and  Exhibits  hereto and with
respect to: the designated  services  ordered and fees therefor;  payment terms;
site for performance of services;  and delivery dates set forth on the face side
of, or a special attachment to, the purchase order. Pre-printed or other printed
terms on or attached to any such purchase order shall be void and of no effect.

Accepted and Agreed to as of the Effective Date.

Partner: ____________________________                SILVERSTREAM SOFTWARE, INC.


By: _______________________________       By: _________________________________

Name: _____________________________       Name: _______________________________

Title: ____________________________       Title: ______________________________

Date: _____________________________       Date: _______________________________

<PAGE>


                                    EXHIBIT A

                          TO BUSINESS PARTNER AGREEMENT

                              (INTEGRATOR PARTNER)

1.      APPOINTMENT.  SilverStream appoints Partner as a non-exclusive member of
the SilverStream  Integrator Partner Program to provide services relating to the
SilverStream software products (the "Products").

2.      GRANT  OF  LICENSES.  Subject  to the  terms  and  conditions  of  this
Agreement,  SilverStream  hereby grants to the Partner,  and the Partner  hereby
accepts, a non-exclusive and non-transferable license to:

2.1     use  SilverStream  documentation  ("Documentation")  in connection with
providing services; and

2.2     utilize  applicable  Products only in  connection  with the provision of
services hereunder.

This Agreement  does not provide  Partner with any right to sell Products to its
customers  or any third party.  The Products are provided to Partner  solely for
the  purpose  of  providing   supervised   demonstrations  of  the  Products  to
prospective  customers.  The Products  may not be  transferred,  distributed  or
sublicensed  to third parties or used for  development  or production  purposes.
Partner may, for such purpose,  make a reasonable number of demonstration copies
of the Products.

3.    OBLIGATIONS OF PARTNER.

3.1 Partner shall not make any representations  concerning the Products that are
inconsistent with SilverStream's marketing materials and advertising.

3.2 Partner  acknowledges  that  SilverStream  retains all title,  copyright and
other proprietary  rights in and to the SilverStream  Products and Documentation
including  any  and all  copies,  modifications  and  translations  thereof  and
derivative works based thereon.

3.3  Partner  shall not make  copies  of any of the  SilverStream  Products  and
Documentation without the written permission of SilverStream.  Partner shall not
remove any copyright or proprietary  rights notice  included in or on any of the
SilverStream Products and Documentation, and shall reproduce all such notices in
or on all copies made by Partner.

3.4 Partner will not use the Products and Documentation, any portion thereof, or
any works derived  therefrom for any purpose  other than  providing  services as
authorized hereunder.

4. PURCHASE ORDERS.  Purchase orders shall be binding upon  SilverStream only if
consistent  with this  Agreement  and  Schedules  and  Exhibits  hereto and with
respect to: the designated  services  ordered and fees therefor;  payment terms;
site for performance of services;  and delivery dates set forth on the face side
of, or a special attachment to, the purchase order. Pre-printed or other printed
terms on or attached to any such purchase order shall be void and of no effect.

Accepted and Agreed to as of the Effective Date.

Partner: ____________________________                SILVERSTREAM SOFTWARE, INC.


By: ________________________________       By: _________________________________

Name: _____________________________        Name: ______________________________

Title: _____________________________       Title: ______________________________

Date: ______________________________       Date: _______________________________