[GUPTA LOGO] PREMIUM INTERNATIONAL DISTRIBUTION AGREEMENT

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Exhibit 10.56

[GUPTA LOGO]

PREMIUM

INTERNATIONAL DISTRIBUTION AGREEMENT

This Agreement ("Agreement") is made this 1st of January, 2004 ("Effective

Date") between GUPTA TECHNOLOGIES, LLC, a Delaware limited liability company

with offices at 975 Island Drive, Redwood Shores, California, 94065, USA

("GUPTA"), and ADN DISTRIBUTION GMBH, a German entity with offices at Auf der

Heide 3, 44803 Bochum, Germany (tel: +49-234-9735-0, fax +49-234-9735-540)

("DISTRIBUTOR"), and is as follows:

1. APPOINTMENT

1.1. APPOINTMENT AS DISTRIBUTOR.

1.1.1. APPOINTMENT.

GUPTA hereby appoints DISTRIBUTOR as an authorized distributor of GUPTA's

commercially available software (the "Products"), Gupta License Services ("GLS")

and other services (such GLS and other authorized services to be the "Services")

in the territory specified in Exhibit A ("Territory"), as further described

herein. DISTRIBUTOR hereby accepts such appointment. DISTRIBUTOR's appointment

means that GUPTA has granted DISTRIBUTOR the non-exclusive and non-transferable

right to (a) authorize third party resellers ("VARs") to market and distribute

one or more of the Products in object code form only, and sell the Services, in

accordance with this Agreement, to end users ("End Users") for their internal

business use in the Territory; (b) operate a GUPTA authorized technical support

("ASC") center in accordance with the Authorized Support Center Addendum, if

included, and (c) operate a GUPTA authorized training ("ATC") center in

accordance with the Authorized Training Center Addendum, if included.

DISTRIBUTOR shall prohibit VARs from soliciting End Users outside of the

Territory; provided, however, if the Territory is a member state of the European

Community ("EC") then VAR may fill any unsolicited order for Products and

Services received from an End User within any member state of the EC. Under no

circumstances shall VAR be permitted to fill any order for the Products and

Services from outside the EC. DISTRIBUTOR shall not distribute the Products and

Services to End Users unless authorized in writing by GUPTA.

1.1.2 ACTIVITIES BY GUPTA.

DISTRIBUTOR's appointment hereunder is non-exclusive as to all persons,

including GUPTA, its affiliates, and their respective licensors, distributors

and agents, and such parties may, directly or indirectly, sell, license, or

otherwise make the Products and Services available within the Territory. Unless

otherwise expressly agreed to in writing, no compensation shall be payable to

DISTRIBUTOR with respect to any such transactions.

1.2. ENROLLMENT FEE.

Upon execution of this Agreement, DISTRIBUTOR shall pay to GUPTA a nonrefundable

fee (the "Enrollment Fee") in the amount specified on Exhibit A. The Enrollment

Fee covers the cost of training, unlimited internal use of the Products solely

for purposes related to this Agreement and external usage for demonstration

purposes related to this Agreement.

1.3. QUALIFIED EMPLOYEES; TRAINING.

DISTRIBUTOR shall at all times employ at least one person who has successfully

completed GUPTA's reseller training program and at least one person to fulfill

the obligation to provide Services pursuant to Exhibit C. Training will be held

at GUPTA's offices in Redwood Shores, California or as specified otherwise.

GUPTA will supply classroom materials. DISTRIBUTOR shall bear all costs of

attending the training sessions, including transportation, food, and lodging.

1.4. CROSS-LINKS ON WEBSITE.

Upon successful completion of the training program referenced in Section 1.3,

GUPTA shall identify DISTRIBUTOR as a distributor on GUPTA's website and shall

provide a link to DISTRIBUTOR's website that is as prominent as the links to

other distributors and or resellers on GUPTA's website. DISTRIBUTOR shall at the

same time identify GUPTA as a vendor on DISTRIBUTOR's website and shall provide

a link to GUPTA's website that is as prominent as the links to other vendors on

DISTRIBUTOR's website. The home page of the website of each party shall visibly

display the required link or a single link to another page that contains the

required link.

1.5. OTHER SOURCES OF REVENUE.

DISTRIBUTOR represents and warrants to GUPTA that DISTRIBUTOR does not expect

more than forty percent (40%) of DISTRIBUTOR's future gross sales to derive from

the resale of GUPTA Products and Services.

1.6. RELATIONSHIP OF DISTRIBUTOR TO GUPTA.

DISTRIBUTOR is an independent contractor with respect to GUPTA. DISTRIBUTOR is

not a joint venture, agent, employer, or employee of GUPTA. All obligations

associated with DISTRIBUTOR's business are the sole responsibility of

DISTRIBUTOR. DISTRIBUTOR shall have no authority to act for or bind GUPTA in any

manner not specified in this Agreement.

2. OBLIGATIONS OF DISTRIBUTOR

2.1 QUOTAS; MINIMUM REVENUE COMMITMENTS.

During each calendar year of this Agreement, DISTRIBUTOR shall, through the

activities of its VARs, achieve each of the applicable Minimum Revenue

Commitments specified in Exhibit A. If at any time during the term of this

Agreement, any Minimum Revenue Commitment specified in Exhibit A is not achieved

or agreed upon, GUPTA may take such action as may be permitted under this

Agreement including, but not limited to, Termination as provided in Section 14.

DISTRIBUTOR____ GUPTA____

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2.2 END-USER AGREEMENTS.

DISTRIBUTOR shall and shall require that each VAR shall, ship each Product with

the accompanying click-wrap or shrink-wrap license agreement ("End-User

Agreement") intact. DISTRIBUTOR may not and shall require that VAR shall not

modify the terms of the End-User Agreements without GUPTA's prior written

consent and shall consult with GUPTA at any time DISTRIBUTOR or its VARs

believes that changes to the End-User Agreements may be required to conform to

local law or custom. DISTRIBUTOR shall require that End Users agree in writing

to be bound by the terms of the End User Agreement prior to shipping Products to

End Users in those countries where click-wrap or shrink-wrap license agreements

are either not enforceable or customary. GUPTA may change the End-User

Agreements at any time.

2.3 DUPLICATION.

DISTRIBUTOR may not and shall require that VARs shall not reproduce the Products

or GLS releases in any form. DISTRIBUTOR shall, at its expense, deliver to VARs

for the re-distribution to End Users only those copies of the Products and GLS

releases that DISTRIBUTOR receives from GUPTA pursuant to the terms of this

Agreement.

2.4 USE OF MARKS.

DISTRIBUTOR shall not and shall require that its VARs shall not use (i) the name

"GUPTA", "Platinum", or anything deceptively similar thereto, or (ii) the name

of any of GUPTA's licensors or anything deceptively similar thereto, as one of

its business or corporate names; provided, however, that DISTRIBUTOR may

represent itself as "An authorized distributor of GUPTA." Notwithstanding the

foregoing, DISTRIBUTOR may, with GUPTA's prior review and approval and in a

manner consistent with GUPTA policy in effect from time to time, use the

trademarks, trade names and logos that GUPTA uses for the Products in connection

with DISTRIBUTOR's activities hereunder. DISTRIBUTOR shall not affix any

trademark, trade name or logo belonging or licensed to GUPTA to any non-GUPTA

product.

3. APPOINTMENT OF RESELLERS

3.1 APPROVAL OF GUPTA.

Prior to DISTRIBUTOR appointing a reseller as a VAR pursuant to this Agreement,

DISTRIBUTOR shall secure the approval of GUPTA of such party as a VAR. Such

approval shall be subject to such criteria as GUPTA, in its sole and absolute

discretion, may determine.

3.2 VAR AGREEMENT.

Prior to selling any Products or Services to End Users, VAR shall enter into

such written agreement with DISTRIBUTOR as GUPTA may approve, which agreement

shall (i) be subordinate to this Agreement, (ii) contain terms and conditions

that are consistent with the terms of this Agreement, and (iii) notify the VAR

that GUPTA is a third party beneficiary of such VAR Agreement to the extent that

it relates to the GUPTA Products and Services, and VAR's activities related

thereto. GUPTA may, at its discretion, require that it be a party to any

agreement between VAR and DISTRIBUTOR.

3.3 TERMINATION OF VARS.

GUPTA may terminate, or may require that DISTRIBUTOR terminate, any VAR

(including DISTRIBUTOR in its capacity as VAR) under the same terms and

conditions as GUPTA has in its agreements with other resellers.

4. OBLIGATIONS OF GUPTA

4.1 DEMONSTRATOR/EVALUATION PRODUCTS.

During the term of this Agreement, GUPTA shall provide DISTRIBUTOR with at least

one copy for each VAR of such demonstration or evaluation versions of GUPTA

Products as GUPTA may release from time to time. GUPTA will not charge any

additional amounts for such copies. Except as provided in Section 4.2,

DISTRIBUTOR's license to use such copies shall be nonexclusive, nonassignable,

nonsublicensable, and limited to the term of DISTRIBUTOR's appointment.

DISTRIBUTOR's license to use demonstration or evaluation versions shall be

further limited by any terms and conditions included with the copy of the

software, all of which are incorporated by reference into this Agreement.

4.2 RIGHT TO DISTRIBUTE EVALUATION COPIES.

GUPTA hereby grants DISTRIBUTOR a non-exclusive, non-transferable, royalty-free,

right and license to sublicense, and distribute to VARs the object code versions

only of those GUPTA Products that GUPTA may designate as evaluation versions

from time to time (the "Evaluation Software") for the purpose of permitting VARs

to provide such Evaluation Software to End Users or potential End Users. The

license granted by this Section 4.2 shall terminate upon the expiration or

termination of the term of DISTRIBUTOR's appointment.

5. PROGRAM MAINTENANCE, UPGRADES, AND

TECHNICAL SUPPORT WITH RESPECT TO

PRODUCTS

5.1 DEFINITIONS.

For purposes of this Section 5, the terms below shall have the meanings given to

them in this Section 5:

SERVICES:

"Gupta License Services" ("GLS") means GUPTA's program to furnish commercially

available new major releases, minor releases, maintenance releases, updates,

upgrades, and bug fixes of the Products to End Users.

TECHNICAL SUPPORT:

"First Line Support" means (a) receiving and acknowledging problems from End

Users, (b) checking lists of known problems and workarounds, and (c) if the

reported problem is known, giving the published answer to the End User and

helping the End User implement the solution.

"Second Line Support" means (a) isolating, identifying, and reproducing an

unknown problem reported by an End User, (b) researching a workaround and/or

solution to the problem, (c) working with GUPTA to help develop a workaround

and/or fix, and (d) dialing into an End User system to implement a complex

workaround or to apply a patch.

5.2 DISTRIBUTOR'S TECHNICAL SUPPORT OBLIGATION.

For the term of this Agreement, DISTRIBUTOR shall require that its VARs take

responsibility for providing First Line Support for the Products to End Users,

and

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DISTRIBUTOR shall provide Second Line Support for the Products to its VARs.

GUPTA has no obligation to accept support requests directly from DISTRIBUTOR's

VAR or its End Users.

5.3 GUPTA'S TECHNICAL SUPPORT OBLIGATION.

For the term of this Agreement, GUPTA shall use all commercially reasonable

efforts to respond to and fix problems in the Products that a DISTRIBUTOR VAR is

unable to resolve as reported by DISTRIBUTOR in accordance with Exhibit C. GUPTA

may discontinue support of any version of the Products at any time after 12

months after GUPTA has released a new version of the Product. The DISTRIBUTOR

shall and shall require that its VARs shall use all commercially reasonable

efforts to provide to GUPTA information necessary (including, where appropriate,

reproducible test cases and other diagnostic information) to diagnose and repair

such problems as the DISTRIBUTOR may report to GUPTA. GUPTA shall make such

repair at GUPTA's option either by (a) modifying the Product or (b) providing an

updated commercial version of the Product.

5.4 DISTRIBUTION OF GLS.

For the term of this Agreement, DISTRIBUTOR may authorize its VARs to sell GLS

to End Users. GUPTA shall provide VARs for the benefit of End Users with all

product updates and new versions that GUPTA makes generally available, provided

such VARs furnish GUPTA with a signed purchase order for GLS that identifies the

End User and number of licenses required for each such End User. In no event

shall product updates and new versions be distributed for any purpose other than

to replace an existing End User license under GLS.

6. PAYMENTS

6.1. REGISTRATION OF OPPORTUNITIES

To be eligible to purchase Products and Services for a discount under this

Agreement with respect to any particular transaction, DISTRIBUTOR or any of

DISTRIBUTOR's VARs, as the case may be, must provide to GUPTA a valid purchase

order before the sale using a purchase order form that GUPTA will provide to

DISTRIBUTOR. DISTRIBUTOR must fill out the form completely. GUPTA may update the

form from time to time.

6.2. PROCEDURE; ACCRUALS.

GUPTA shall establish reasonable procedures for processing orders for and

delivering Products and Services. DISTRIBUTOR or any of DISTRIBUTOR's VARs, as

the case may be, shall comply with these procedures as they are in effect from

time to time. GUPTA's right to be paid for Products and Services shall accrue on

the invoiced date of shipment or where the DISTRIBUTOR otherwise takes delivery

of the Products.

6.3. CREDIT RISK.

DISTRIBUTOR bears all credit risk with respect to all sales of Products and

Services by DISTRIBUTOR or VAR. Failure of the VAR or End-User to pay

DISTRIBUTOR for Products or Services does not relieve DISTRIBUTOR of

DISTRIBUTOR'S obligation to pay GUPTA for such Products and Services.

6.4. DISCOUNTS.

GUPTA shall resell Products and Services to DISTRIBUTOR at a discount from

GUPTA's published list prices as the same are revised from time to time. The

discount from list price will be in the amount specified on Exhibit A.

6.5. MONTHLY REPORTS.

Within fifteen (15) days after the end of each calendar month, DISTRIBUTOR shall

deliver a report to GUPTA showing (i) all purchase orders received during the

calendar month by all VARs engaged by DISTRIBUTOR, (ii) the names of the End

Users, (iii) the total amount of fees owed to GUPTA with respect to each

purchase order, and (iv) the amount remaining due. The report shall be

accompanied with a purchase order from DISTRIBUTOR for the Products, GLS, and

Services that were purchased by DISTRIBUTOR VARs. In addition, within fifteen

(15) days of the end of each calendar quarter, DISTRIBUTOR shall submit to GUPTA

the Quarterly License Report for SQLBase TE Encryption Product Export Compliance

(attached hereto as Exhibit B). GUPTA may change the report content and

requirements at its sole discretion.

6.6. PAYMENT.

6.6.1. BY DISTRIBUTOR.

GUPTA shall invoice DISTRIBUTOR for all Products, GLS, and Services sold to

DISTRIBUTOR, DISTRIBUTOR VARs, or End Users. DISTRIBUTOR shall pay all invoices

by the end of the following month of receipt of invoice. Payment shall be by

wire transfer in U.S. Dollars, with the sender responsible for any fees charged

by the sending bank and the recipient responsible for any fees charged by the

receiving bank. DISTRIBUTOR shall make all such payments without offset.

7. PRODUCTS AND TERMS OF SALE

7.1 RIGHT TO DISCONTINUE PRODUCTS AND SERVICES.

GUPTA may discontinue the sale of any of the Products and Services from time to

time on thirty (30) days prior written notice to DISTRIBUTOR. GUPTA is not

obligated to offer, or to continue to offer, any Product or Services. GUPTA may

discontinue offering GLS with respect to any Product upon termination of the

initial term of the service agreement with respect to the Product.

7.2 TERMS AND CONDITIONS.

DISTRIBUTOR shall purchase all Products and Services from GUPTA in accordance

with the terms of this Agreement. Any licenses for Products shall be in

accordance with this Agreement and the form of license included with the Product

documentation. To permit DISTRIBUTOR to continue to use DISTRIBUTOR's standard

form of purchase order, the parties agree that terms or conditions contained in

any purchase order submitted by DISTRIBUTOR shall be of no force or effect

unless accepted in writing and signed by an authorized officer of GUPTA. GUPTA

may require DISTRIBUTOR to submit orders through GUPTA's website using a form

specified by GUPTA. DISTRIBUTOR expressly waives any requirement that GUPTA

notify DISTRIBUTOR that GUPTA does not accept any terms of DISTRIBUTOR's

purchase order that are in addition to, or inconsistent with, this Agreement.

7.3 TAXES.

Distributor shall be solely responsible for the collection and payment of all

value-added, sales, use, property, withholding, and other taxes, duties, and

assessments ("Taxes") which may be imposed upon or arise in connection with this

Agreement, excluding, however, any taxes based upon GUPTA's net income. When

GUPTA has a legal obligation to collect such

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taxes or duties, GUPTA will add the applicable amount to the monthly statement.

DISTRIBUTOR shall pay this amount unless DISTRIBUTOR provides GUPTA with a valid

exemption certificate authorized by the applicable taxation authority. If

Distributor is required by law to deduct or withhold any Taxes from any sum

payable hereunder, then the sum payable by DISTRIBUTOR upon which the deduction

or withholding is based shall be increased to the extent necessary to ensure

that, after deduction of all Taxes, GUPTA receives a net amount equal to the

amount GUPTA would have received in the absence of such Taxes.

7.4 PRICE INCREASES.

GUPTA may increase the list price of any Product or Services or GLS by giving at

least thirty (30) days prior notice to DISTRIBUTOR. Increases shall apply to all

orders received after the effective date of the increase.

7.5 PAYMENT.

Product and Service prices do not include any taxes, fees, duties,

transportation costs, returnable containers, cartage, or storage unless

otherwise stated. Payments to GUPTA are due at 975 Island Drive, Redwood Shores,

California, 94065, USA, in United States dollars free of collection or exchange

charges. Late payments are subject to a late fee of 5% of the amount owed plus

interest at a rate of 1.5% per month, compounded, from the date past due.

7.6 SHIPPING EXPENSES.

All prices for Product and GLS placed with GUPTA are FOB GUPTA's point of

origin, and DISTRIBUTOR shall: (i) reimburse GUPTA for any shipping expenses

incurred by GUPTA, and (ii) bear the risk of loss damage or theft upon shipment

by GUPTA to DISTRIBUTOR.

7.7 LOCAL CURRENCY PRICING

The Local Currency Price for Products and GLS is set at DISTRIBUTOR's

discretion. Local Currency Pricing will not be more or less than GUPTA's list

prices (as converted from dollars to Local Currency) without the prior approval

of GUPTA. DISTRIBUTOR will notify GUPTA thirty (30) days prior to any changes in

their Local Currency Price.

8. ADDITIONAL OBLIGATIONS OF

DISTRIBUTOR

8.1. APPOINTMENT CONDITIONED ON SATISFACTORY PERFORMANCE.

As a material condition to the obligations of GUPTA under this Agreement and to

the continued effectiveness of DISTRIBUTOR's appointment, DISTRIBUTOR shall at

all times meet the performance standards set forth in this Agreement.

8.2. KNOWLEDGE OF GUPTA PRODUCTS AND SERVICES.

DISTRIBUTOR's personnel shall be sufficiently knowledgeable of the Products and

Services to be able to configure and install the hardware, software, and

connections for the Products. In addition, DISTRIBUTOR's personnel shall be

sufficiently knowledgeable of the Products and Services to be able to

demonstrate to VARs and End Users (a) all of the commonly used features of the

Products and Services without resort to Product and Services documentation and

(b) all of the advanced features of the Products discussed in the Product

documentation after reference to such documentation.

8.3. PRODUCT AND SERVICE PROMOTION.

DISTRIBUTOR shall enthusiastically promote the goodwill, name, and reputation of

GUPTA, the Products, and the Services, in connection with all of DISTRIBUTOR's

activities under this Agreement. DISTRIBUTOR shall consistently recommend GUPTA

Products over competing products. DISTRIBUTOR shall stay in contact with

existing and potential customers on a regular basis, consistent with good

business practice. DISTRIBUTOR shall solicit customer feedback on the Products

and Services, including desired new products and ways to make the Products and

Services more valuable to customers, and regularly convey such information to

GUPTA .

8.4. DEMONSTRATION CAPABILITY.

DISTRIBUTOR shall maintain the capability to demonstrate the Products to

potential VARs and End Users.

8.5. ETHICAL BUSINESS PRACTICES.

DISTRIBUTOR shall adhere to high standards of honesty, integrity, fair dealings,

and ethical conduct in all of its dealings with customers, potential customers,

and the general public, and shall refrain from any business or advertising

practice, which may be injurious to the business or reputation of GUPTA.

DISTRIBUTOR shall not make any false or misleading representations to customers

or others regarding GUPTA or the Products and Services. DISTRIBUTOR shall not

make any representations, warranties, or guarantees concerning the Products and

Services that are inconsistent with the documentation accompanying the Products

or GUPTA's literature describing the Products and Services.

8.6. INDEMNIFICATION.

DISTRIBUTOR shall defend, indemnify, and hold harmless GUPTA from any activities

of DISTRIBUTOR that (a) relate to the discretion DISTRIBUTOR exercises in

performing DISTRIBUTOR's obligations under this Agreement, (b) DISTRIBUTOR

performs in a negligent manner, or (c) constitute a breach of this Agreement.

DISTRIBUTOR shall ensure that each agreement it signs with a VAR contain a

comparable indemnification for the benefit of GUPTA as the one set forth in this

Section 8.6.

8.7 AUDIT RIGHTS.

DISTRIBUTOR shall and shall require that its VARs shall keep full, accurate and

complete books of account and all other related records of all matters relating

to this Agreement for a period of three (3) years from the end of each calendar

year. GUPTA, its licensors, or their respective authorized representatives shall

have the right to examine and copy such books of account and other related

records at all reasonable times during such period, to verify the correctness of

amounts paid to GUPTA, DISTRIBUTOR's and each VAR's compliance with, and for any

other matters arising out of, this Agreement. If any such examination discloses

a deficiency in any payments made by DISTRIBUTOR to GUPTA of more than three

percent (3%) of such payment, DISTRIBUTOR shall reimburse GUPTA for all of the

expenses connected with such examination and the next subsequent examination, in

addition to the payment of the amount of any such deficiency.

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9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

9.1 LIMITED SERVICE WARRANTY; NO THIRD PARTY WARRANTIES.

GUPTA does not warrant that the operation of the Products will be uninterrupted

or error free, and otherwise licenses the Products "AS IS." ALL OTHER

WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES

OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. As

between DISTRIBUTOR and GUPTA, DISTRIBUTOR ASSUMES AND SHALL ENSURE THAT VAR

ASSUMES, FULL RESPONSIBILITY for selecting Products and for ensuring that the

Products selected are compatible and appropriate for use with the computers and

other software with which they will be used.

9.2 NO WARRANTY FOR INTERACTION WITH USER COMPUTER.

GUPTA DOES NOT WARRANT that any Product or GLS release is FREE FROM ERROR or

that it will INTERFACE WITHOUT ANY PROBLEMS with the other components of an

End-User's computer system. DISTRIBUTOR or applicable VAR shall advise each

End-User that it is the responsibility of the End-User to BACK UP its computer

or otherwise SAVE important data BEFORE INSTALLING any Product and to continue

to back-up its important data regularly.

9.3 LIMITATION ON DAMAGES.

GUPTA SHALL NOT BE LIABLE TO DISTRIBUTOR, ANY VAR, OR ANY END-USER, OR ANY THIRD

PARTY FOR THE COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR FOR ANY

SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, OR OTHERWISE,

NOTWITHSTANDING THE FAILURE OF ANY PRODUCT OR SERVICE. GUPTA is not an insurer.

The purchase price of the Products do not include any undertaking by GUPTA to

deliver a Product or provide a service at any particular time, even if GUPTA is

aware of the consequences of late delivery or unavailability. DISTRIBUTOR shall

ensure that each agreement it signs with a VAR contain a comparable limitation

on GUPTA's damages as the one set forth in this Section 9.3.

10. INTELLECTUAL PROPERTY

10.1 OWNERSHIP OF INTELLECTUAL PROPERTY.

DISTRIBUTOR acknowledges that, as between GUPTA and DISTRIBUTOR, GUPTA owns or

has the exclusive right to use any patents, trademarks, copyrights, trade

secrets, and other intellectual property rights ("Intellectual Property")

associated with the Products and Services. DISTRIBUTOR shall do nothing

inconsistent with GUPTA's ownership of such Intellectual Property. All use of

GUPTA's Intellectual Property by DISTRIBUTOR shall inure solely to the benefit

of and shall be on solely behalf of GUPTA. DISTRIBUTOR shall not challenge

GUPTA's ownership of GUPTA's trademarks, service marks, and trade names (the

"Marks") or the validity of the terms of DISTRIBUTOR's use of the Marks.

10.2 NO IMPLIED RIGHTS.

Sale of the Products to DISTRIBUTOR does not convey any license, expressly or by

implication, to manufacture, duplicate, or otherwise copy or reproduce any of

the Products.

10.3 NO REVERSE ENGINEERING.

DISTRIBUTOR shall not, and shall not help others, reverse engineer any Product

or any portion of any Product. DISTRIBUTOR shall promptly notify GUPTA if

DISTRIBUTOR becomes aware of any attempt to reverse engineer any Product or any

portion of any Product.

10.4 QUALITY STANDARDS.

The nature and quality of all services rendered by DISTRIBUTOR in connection

with the Marks, all goods sold by DISTRIBUTOR under the Marks, and all related

advertising, promotional, and other related uses of the Marks by DISTRIBUTOR

shall conform to the standards set by GUPTA. GUPTA shall have the sole

discretion to change such standards. DISTRIBUTOR shall not use any trademark or

service mark in combination with any of the Marks without prior written approval

of GUPTA.

10.5 INFRINGEMENT PROCEEDINGS.

DISTRIBUTOR shall notify GUPTA of any unauthorized use of the Intellectual

Property by others promptly as it comes to DISTRIBUTOR's attention. GUPTA shall

have the sole right and discretion to bring infringement or unfair competition

proceedings involving the Intellectual Property.

11. INFRINGEMENT INDEMNITY

11.1. INDEMNIFICATION.

GUPTA shall have the right to defend or settle, and shall defend or settle, any

claim, proceeding, or suit ("Claim") against DISTRIBUTOR or any VAR for

infringement of any United States patent, copyright, trademark, mask work, trade

secret, or other intellectual property right arising from the sale or use of any

Product, subject to the limitations set forth below. GUPTA shall have sole

control of any action or settlement and shall pay any final judgment entered

against DISTRIBUTOR on such issue in any Claim that GUPTA defends.

11.2. NOTICE AND COOPERATION.

DISTRIBUTOR shall (a) notify GUPTA promptly in writing of any Claim, (b) give

GUPTA all information in DISTRIBUTOR's actual knowledge with respect to the

Claim, (c) cooperate with GUPTA in all reasonable respects at DISTRIBUTOR's

expense, and (d) at GUPTA's request give GUPTA any additional authority GUPTA

needs to defend or settle such Claim. GUPTA shall be relieved of its obligations

under this Section 11 to the extent GUPTA is prejudiced by any failure of

DISTRIBUTOR to give timely notice or cooperate.

11.3. RIGHT TO SUSPEND SALES.

If GUPTA determines that DISTRIBUTOR or VAR cannot sell a Product without a

material risk of incurring a Claim that would give rise to a right of

indemnification under this Agreement, GUPTA may at GUPTA's sole option suspend

any further sales of Products pursuant to this Agreement.

11.4. REMEDIES WITH RESPECT TO SERVICES.

If GUPTA determines that GUPTA cannot offer a Service without a material risk of

incurring a Claim that would give rise to a right of indemnification under this

Agreement, GUPTA may at GUPTA's sole option and expense (a) procure for End

Users the right under such patent, copyright, trademark, mask work, trade

secret, or other intellectual property to use the Service; or (b) terminate the

Service without further liability. GUPTA shall not be liable for any cost or

expense incurred without GUPTA's prior written authorization.

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11.5. EXCLUSIONS.

Notwithstanding anything to the contrary in this Agreement, GUPTA shall have no

liability for (a) infringement caused by use of the Products, or any portion of

a Product, in combination with any other good, method, or process if the

infringement is caused by the combination; (b) any claim for infringement with

respect to the sale by DISTRIBUTOR or VAR of a Product after DISTRIBUTOR or VAR

has notice that the Product is alleged to so infringe; (c) infringement

involving any mark not applied to a Product by GUPTA; or (d) infringement

resulting from modification or servicing of a Product by a person whom GUPTA has

not authorized to service Products.

11.6. NO OTHER LIABILITIES OR REMEDIES.

This Section 11 states the entire liability of GUPTA and the exclusive remedy of

DISTRIBUTOR for any claim that a Product infringes any Intellectual Property

right or otherwise. GUPTA is not obligated to indemnify DISTRIBUTOR for any

claim that a Product infringes any Intellectual Property right outside of the

Territory.

12. EXPORT

DISTRIBUTOR hereby acknowledges that the Products, in particular without

limitation the encryption technology contained in certain Products, and all

technical data pertaining to those Products, are subject to export controls

under the laws and regulations of the United States, including the Export

Administration Regulations, 15 C.F.R. Parts 730-774. In the distribution of all

Products, DISTRIBUTOR shall comply and shall ensure that VAR complies strictly

with all such United States export controls, and, without limiting the

generality of this Section 12, DISTRIBUTOR shall not and shall ensure that VAR

not export, reexport, transfer or divert any of the Products, and technical data

pertaining to such Products, or any direct product thereof to any destination,

end-use or End User that is prohibited or restricted under such United States

export control laws and regulations, except as specifically authorized by the

United States Department of Commerce. DISTRIBUTOR's obligations under this

Section 12 shall survive the expiration or termination of this Agreement, and

DISTRIBUTOR's licenses for the Products. The U.S. Export Administration

Regulations, and answers to questions about them, can be found online at

http://www.bis.doc.gov. In addition, before DISTRIBUTOR or any VAR uses or sells

any Product outside the United States or the Territory, DISTRIBUTOR shall (a)

fully comply with all then current and applicable regulations of any government

in whose country any of the Products or Services are used or distributed

pursuant to this Agreement; and (b) confirm with GUPTA that DISTRIBUTOR and VAR

has taken such steps as GUPTA deems appropriate to protect the proprietary

rights of GUPTA in each foreign country in which any Products or Services are to

be used or distributed.

13. CONFIDENTIALITY

Each party shall take all steps which are reasonable to safeguard the

confidentiality of, and proprietary rights to, the confidential information

("Confidential Information") of the other party which may be disclosed hereunder

(including, but not limited to, product plans, designs, business plans,

technical specifications, research, customer or financial data) (but excluding

aggregated data) and shall not, without the prior written consent of the other

party, (a) use such Confidential Information for its own benefit or the benefit

of any third party except for purposes expressly provided for in this Agreement,

or (b) disclose such Confidential Information to any third party; provided,

however, that this Section 13 shall not be construed to restrict the disclosure

of information which (i) is publicly known in its complied form at the time of

its disclosure to a party, (b) is lawfully received by a party from a third

party not bound in a confidential relationship to GUPTA or DISTRIBUTOR, (c) was

already known by GUPTA or DISTRIBUTOR in its complied form before entering into

this Agreement, or (d) after notice and an opportunity to object, is required by

law to be disclosed. This provision shall survive termination of this Agreement

for a period of three years.

14. TERM AND TERMINATION

14.1. TERM OF APPOINTMENT.

14.1.1. INITIAL TERM.

The initial term of DISTRIBUTOR's appointment shall end twenty-four (24) months

from the Effective Date of this Agreement unless terminated earlier under the

provisions of this Agreement.

14.2. TERMINATION FOR CAUSE BY EITHER PARTY.

Either party may terminate DISTRIBUTOR's appointment upon a material default

that has not been cured within thirty (30) days after delivery of written notice

describing the facts constituting the default. In addition, any party may

terminate DISTRIBUTOR's appointment by giving written notice to the other if (a)

the other party files a voluntary petition commencing bankruptcy or other

proceedings for the general settlement of its debts which is not dismissed

within sixty (60) days; (b) an involuntary bankruptcy proceeding is commenced

against the other party and is not dismissed within sixty (60) days; (c) a

receiver has been appointed ov