OEM SOFTWARE LICENSE AGREEMENT

<PAGE>

Exhibit 10.61

[GUPTA LOGO]

OEM SOFTWARE LICENSE AGREEMENT

(SIGNATURE PAGES)

PREAMBLE: The following are the Signature Pages of an agreement ("Agreement")

which consists of (i) the General Terms and Conditions and (ii) these Signature

Pages. The documents are referenced together by the contract number and are to

be taken together and not separately. THIS AGREEMENT SHALL BE EFFECTIVE AS OF

THE "EFFECTIVE DATE" SPECIFIED BELOW ONLY WHEN THESE SIGNATURE PAGES ARE

EXECUTED BY BOTH PARTIES AND ALL PAGES OF BOTH THE GENERAL TERMS AND CONDITIONS

AND THESE SIGNATURE PAGES ARE INITIALED WHERE INDICATED BY BOTH PARTIES.

IN CASE OF CONFLICT BETWEEN THE TERMS AND CONDITIONS SPECIFIED IN THE SIGNATURE

PAGES BELOW AND THE GENERAL TERMS AND CONDITIONS, THE TERMS AND CONDITIONS OF

THESE SIGNATURE PAGES SHALL CONTROL.

NOTATIONAL CONVENTION: Provisions of the General Terms and Conditions shall be

referred to as "Section X.Y(z) GTC". Provisions of these Signature Pages shall

be referred to as "Item A.B(c) SP"

1. UPS

"UPS" shall mean United Parcel Service General Services Co., a Delaware

corporation with its principal place of business located at 55 Glenlake Pkwy.,

N.E., Atlanta, GA 30328, together with its parent company and direct and

indirect subsidiaries of such parent company, (collectively "UPS").

2. EFFECTIVE DATE OF AGREEMENT: September 29,1994

3. TERMINATION DATE: December 31, 1999, subject to the following agreements and

understandings:

(b) UPS may, at its option, notify GUPTA of its desire to acquire the rights to

use, sublicense and distribute additional Program Copies (over and above those

used, distributed and/or sublicensed by UPS during the term of this Agreement)

for a maximum two-year period (ending December 31, 2001) beyond the expiration

date of the Agreement subject to the payments specified in Item 5(c) SP below;

(c) UPS shall have the option to extend the maintenance, support, update and

upgrade provisions of this Agreement through December 31, 2004 subject to the

payments specified in Item 6(e) SP below.

4. PROGRAMS [LIST]: SQLBase Multitasking Engine For Windows

Report Windows (Component of GUPTA Quest)

Quest Query Activity (Component of GUPTA Quest)

SQLBase Server (all versions, subject to 8(b) below)

UPS_____ GUPTA_____

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5. LICENSE FEE PAYMENTS:

(a) As provided in Section 4.1 GTC and solely in consideration for the rights

granted in Section 3.1 GTC, UPS shall pay to GUPTA upon execution of this

Agreement the nonrefundable, noncontingent sum of $2,050,000 (Two million fifty

thousand U.S. dollars), such payment to be made by UPS to GUPTA on or before

September 29, 1994. Such payment shall be considered payment in full for UPS's

use, sublicensing and/or distribution of the Programs as provided in the

Agreement through December 31, 1997.

(b) GUPTA shall give UPS written notice at least ninety (90), but not more than

one hundred and twenty (120), days prior to December 1, 1995, of UPS's ability

to extend the Agreement as provided herein. Provided that UPS notifies GUPTA on

or before December 1, 1995 of its intent to extend the Agreement for an

additional one (1) year period (through December 31, 1998), then UPS shall make

an additional payment of $1,400,000 (one million four hundred thousand U.S.

dollars) to GUPTA in two installments:

(i) $700,000 on or before January 15, 1996; and

(ii) $700,000 on or before January 15, 1997

Such payment shall be considered payment in full for UPS's use, sublicensing

and/or distribution of the Programs as provided in the Agreement, for the period

January 1, 1998 through December 31,1998.

(c) Provided that UPS notifies GUPTA no later than ninety (90) days prior to the

expiration date of this Agreement (December 31, 1997 or December 31, 1998 as

applicable) of its intent to acquire the rights to use, sublicense and

distribute additional Copies of the Programs, then UPS may acquire such Copies

in minimum increments of 10,000 Copies at $20 per copy, payment to be made by

UPS to GUPTA in advance.

6. MAINTENANCE FEE:

(a) In consideration for the support and maintenance services, upgrade and

update rights for the period ending December 31, 1995, UPS shall pay the sum of

$125,000 to GUPTA on or before September 29, 1994.

(b) In consideration for the support and maintenance services, upgrade and

update rights for the period beginning January 1, 1996 and ending December

31,1996, UPS shall pay the sum of $150,000 to GUPTA on or before September 29,

1994.

(c) In consideration for the support and maintenance services, upgrade and

update rights for the period beginning January 1, 1997 and ending December 31,

1997, UPS shall pay the sum of $175,000 to GUPTA on or before September 29,

1994.

(d) In the event that UPS exercises its option to extend the Agreement through

December 31 1998 (as provided in Item 5(b) SP above) and in consideration for

the support and maintenance services, upgrade and update rights for the period

beginning January 1,1998 and ending December 31, 1998, UPS shall pay the sum of

$200,000 to GUPTA in two installments, as follows:

(i) $100,000 on or before January 15, 1996; and

(ii) $100,000 on or before January 15, 1997

UPS_____ GUPTA_____

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(e) MAINTENANCE CONTINUATION: Provided that this Agreement has not been renewed

or extended, UPS shall have the right to extend its support, maintenance update

and upgrade rights subsequent to the expiration of this Agreement on a yearly

basis through December 31, 2004. Commencing with calendar year 1997 and for each

year that UPS extends this Agreement or its support, maintenance update and

upgrade rights, GUPTA shall give UPS written notice at least ninety (90), but

not more than one hundred and twenty (120), days prior to December 31 st of each

applicable year, of UPS's ability to extend its support, maintenance update and

upgrade rights as provided herein. In order to exercise this right, for each

applicable year, UPS shall notify GUPTA in writing at least sixty (60) days

prior to the beginning of such year. In consideration for such support,

maintenance, update and upgrade rights in the event that such option is elected

UPS shall pay GUPTA in advance and no later than January 1 of the applicable

year as follows:

(i) If the first year of such continuation is calendar year 1998 the fee shall

be $200,000;

(ii) If the first year of such continuation is calendar year 1999, then the fee

shall be $220,000;

(iii) For years subsequent to the first continuation year, the fee shall be the

lesser of (i) the previous year's fee raised by ten percent (10%) or (ii) 6% of

the cumulative fees paid by (or due to be paid by) UPS to GUPTA for Program

Licenses as of September 30 (Items 5(a), 5(b) and 5(c) SP above) of the

immediate prior year; provided, however, that the fee shall not be less than the

fee for the immediately preceding calendar year.

7. UPS PRODUCT: For purposes of this Agreement, the "UPS Product" shall mean the

UPS MaxiShip(R) and a related family of shipping, manifesting, tracking, and

receiving applications, and their respective successors as installed for use by

a UPS customer. It is understood by UPS and GUPTA that applications outside this

family are not covered by this Agreement.

8. OTHER TERMS:

(a) INTERNAL USE LICENSE: Internal use by UPS and its authorized contractors and

consultants of the Programs is covered by the license fees paid by UPS at no

additional charge provided that such use is related to the development and

support of the UPS Product. During the term of this Agreement, and provided that

all license fees have been paid, UPS shall have the right to copy and use

internally the Programs as reasonably necessary to support the current and

future development efforts of Products; training of UPS personnel in the UPS

Products; UPS Help Desk copies for first and second level support of the UPS

Products; and external sales and internal demonstrations of the UPS Products.

All such use shall respect GUPTA's and GUPTA's licensors intellectual and other

proprietary rights in and to the Programs as provided in this Agreement.

Internal use by UPS of the Programs or other GUPTA products for other purposes

is subject to a separate agreement between UPS and GUPTA.

(b) SQLBASE SERVER PROGRAM USAGE: UPS agrees and acknowledges that the License

Fees paid by UPS hereunder are based on the forecast by UPS that no more than

20% of its overall user base for the UPS Product(s) shall use or access the

SQLBase Server Programs. UPS agrees to measure such usage and to report to GUPTA

on or before September 30, 1996 the exact percentage such user base accessing

the SQLBase Server Programs as of June 30, 1996. If such percentage exceeds the

20% forecast UPS agrees to negotiate in good faith with GUPTA no later than

December 31, 1996 the additional compensation, if any, for such excess

percentage.

UPS_____ GUPTA_____

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(c) MODIFICATION TO THE QUEST QUERY ACTIVITY PROGRAM: Independent from UPS and

GUPTA other rights and obligations under this Agreement, GUPTA agrees to

undertake a minor modification of the Quest Query Activity Program to ease UPS's

integration of such Program into the UPS Product. Such modification shall

involve providing a C++ wrapper to such Quest Query Activity Program and provide

the following functionality:

(i) C++ class tied to Microsoft Foundation Class using the query engine

dynamic link library. This class will be able to drive the GUPTA Report

engine class; and

(ii) C++ class tied to Microsoft Foundation Class to provide query design

and table window preview. This class will integrate into the UPS Product

as an MDI child window. It would also allow the file save dialogue to be

overridden and allow query access to be restricted to specific tables and

columns.

GUPTA shall use all commercially reasonable efforts to provide such modification

to UPS before December 31, 1994. In consideration for GUPTA's separate agreement

to undertake such work, UPS agrees to pay GUPTA $100,000 net thirty (30) days

from delivery to UPS of such modification; provided, however, that if GUPTA

fails to deliver such modification to UPS on or before January 5, 1995, UPS

shall not be obligated to acquire the modification in which case GUPTA shall be

relieved of any obligation to provide such modification to UPS. Such

modification shall remain GUPTA's sole and exclusive property and shall have the

same licensing rights in the modification as it does to the Programs, (i.e.,

licensed by GUPTA to UPS for use, sublicensing and distribution in conjunction

with its rights to the Programs under this Agreement)

(d) TECHNICAL COOPERATION: GUPTA shall use all commercially reasonable efforts

to incorporate UPS Product test scripts as part of GUPTA's quality assurance

efforts for the Programs.

IN WITNESS WHEREOF, the parties hereby confirm that this Agreement is effective

at the date set forth above and that all terms and conditions have been agreed

to:

UPS: GUPTA:

By: /s/ Jerome F. Avrelio By: /s/ Richard M. Noling

------------------------------- -----------------------------

Name: Jerome F. Avrelio Name: Richard M. Noling

Title: I.S. Administrations Manager Title: Senior Vice President & CFO

Date: 9/23/94 Date: 9/21/94

UPS_____ GUPTA_____

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EXHIBIT A

TRADEMARK USE POLICY

GUPTA CORPORATION

GUIDELINES FOR DISTRIBUTORS, OEMS, RESELLERS, BUSINESS PARTNERS

AND OTHER LICENSEES REGARDING USE OF GUPTA'S TRADEMARKS,

SERVICE MARKS, TRADE NAMES AND LOGOS IN YOUR PRODUCT

AND MARKETING MATERIALS

EFFECTIVE JANUARY 1, 1994

Gupta claims trademark and service mark rights in the stylized "GUPTA" and

"GUPTA POWERED" logos and all of its product names. Gupta also claims copyrights

in each of its products, manuals and associated packaging.

Your agreement with Gupta does not give you any ownership rights in our

trademarks, service marks or copyrights. All trademarks, service marks, trade

names and logos under which Gupta markets or promotes its various products and

services are and shall remain the exclusive property of Gupta Corporation. You

only have the limited licenses granted in your agreement. All goodwill arising

out of your use of our marks pursuant to your agreement inures to Gupta's

benefit. Your limited right to use the Gupta marks immediately ceases upon

termination or expiration of your agreement with Gupta.

As part of your relationship with Gupta, you are required to follow the

guidelines set out below regarding trademarks and copyrights. Gupta intends to

update these Guidelines from time to time. You must immediately use best efforts

to update your advertising materials to conform to the updated Guidelines and in

any event must do so within sixty (60) days of Gupta's release of an update to

the Guidelines.

1. WHAT YOUR UNITED STATES MATERIALS MUST INCLUDE REGARDING GUPTA'S FEDERALLY

REGISTERED MARKS

Gupta is the owner or exclusive authorized user of the federally

registered marks set out below. You may use these marks in your advertising,

subject to the limitations below. You may use any font you wish, you may use

UPPER CASE only (NOTE: CERTAIN LETTERS MUST BE LARGER THAN OTHERS IF YOU USE

UPPER CASE) or you may use UPPER CASE and lower case (NOTE: CERTAIN LETTERS MUST

ALWAYS BE IN UPPER CASE). Set out below is the manner in which you must depict

Gupta's federally registered marks.

UPS_____ GUPTA_____

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IF UPPER CASE IS USED:

QUEST(R)

SQLBASE(R)

SQLGATEWAY(R)

SQLHOST(R)

SQLROUTER(R)

SQLTALK(R)

SQLWINDOWS(R)

IF UPPER CASE AND LOWER CASE IS USED:

Quest(R)

SQLBase(R)

SQLGateway(R)

SQLHost(R)

SQLRouter(R)

SQLTalk(R)

SQLWindows(R)

When referring to these names in printed materials, you must:

(1) Identify the mark in either UPPER CASE or UPPER CASE and lower case as

shown above and include the (R) symbol in the manner depicted

above at least once in the first most prominent usage of the

mark.

(2) Include the following statement:

"[insert mark] is a United States registered trademark of

Gupta Corporation." (NOTE: IN THE CASE OF SQLWINDOWS, THIS

STATEMENT MUST STATE "SQLWINDOWS IS A REGISTERED MARK

EXCLUSIVELY LICENSED TO GUPTA CORPORATION").

(3) You may use any font you wish but the first letter (and some other

letters) in these names must appear capitalized in UPPER CASE to

make it recognizable from the surrounding text.

II. WHAT YOUR UNITED STATES MATERIALS MUST INCLUDE REGARDING GUPTA

UNREGISTERED MARKS

Gupta is the owner or exclusive authorized user of the unregistered marks

set out below. You may use these marks in your advertising, subject to the

limitations below. You may use any font you wish. You may use UPPER CASE or you

may use UPPER CASE and lower case (NOTE: CERTAIN LETTERS MUST ALWAYS BE IN UPPER

CASE). Set out below is the manner in which you must depict Gupta's unregistered

marks.

UPS_____ GUPTA_____

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IF UPPER CASE IS USED:

EDITWlNDOWS(TM)

FAST FACTS(TM)

GUPTA(TM)

QUICKOBJECTS(TM)

SQLCONSOLE(TM)

TEAMWINDOWS(TM)

IF UPPER CASE AND LOWER CASE ARE USED:

EDITWindows(TM)

Fast Facts(TM)

GUPTA(TM)

QuickObjects(TM)

SQLConsole(TM)

TEAMWindows(TM)

When referring to these names in printed materials, you must:

(1) Identify the mark in either UPPER CASE or UPPER CASE and lower case as

shown above and include the (TM) or (SM) symbol (NOTE: DO NOT USE A

CIRCLE) in the manner depicted above at least once in the first most

prominent usage of the mark.

(2) Include the following statement for all the unregistered marks above:

"[insert mark] is a trademark of Gupta Corporation." (NOTE: IN

THE CASE OF EDITWINDOWS AND TEAMWINDOWS THIS STATEMENT MUST

STATE "[INSERT MARK] IS A TRADEMARK EXCLUSIVELY LICENSED TO

GUPTA CORPORATION").

(3) You may use any font you wish but the first letter (and some other

letters) in these names must appear capitalized in UPPER CASE to

make it recognizable from the surrounding text.

Gupta may obtain federal registrations of all or some of the currently

unregistered marks. You will be advised of any such registration in an update to

these Guidelines. You then must identify the newly registered mark in the manner

described above under II.

III. USE OF GUPTA MARKS IN MATERIALS DISTRIBUTED OUTSIDE THE UNITED STATES

(1) You may not use any Gupta mark or name in printed advertising or other

materials distributed outside the United States unless you are

permitted to distribute in such jurisdictions pursuant to your

agreement with Gupta.

UPS_____ GUPTA_____

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(2) If you are permitted to distribute outside the United States, you may

only advertise Gupta products in the jurisdictions noted in your

agreement with Gupta.

(3) Gupta has international registrations for several of its marks and is

in the process of applying for registration for many other marks in

certain foreign jurisdictions.

(4) When referring to a Gupta mark in printed advertising or other

materials intended solely for distribution outside the United

States, you must:

(a) Include the (R) symbol as applicable in the manner

depicted in I.

(b) Include the (SM) or (TM) symbol as applicable in the

manner depicted in II.

(c) Include the following statement for all marks except for

SQLWindows, EDITWindows, and TEAMWindows:

"[insert mark] is a [and where applicable 'registered']

trademark of Gupta Corporation."

(d) Include the following statement for SQLWindows,

EDITWindows, and TEAMWindows:

"[insert mark] is a [and where applicable 'registered']

trademark exclusively licensed to Gupta Corporation."

IV. OUR LOGOS

(1) "GUPTA" Company Logo: Upon request and provided you have been

authorized to use the "GUPTA" logo, We will provide you with

camera-ready art of the latest version of the logo. You must

discontinue use of all previous versions of our logo. The following

design rules will apply to the use of the GUPTA logo:

(a) The GUPTA logo must be accurately shown in standard

proportions and placement and must NEVER be distorted,

superimposed, reversed, outlined or rotated;

(b) The GUPTA logo must not be incorporated into any other symbol

or mark or be used as a border on any ad;

(c) If the GUPTA logo is used on store signage, stationery or

business cards, care must be taken to create the overall

impression that the advertising is for Gupta products and/or

services, not that you are Gupta or that the logo belongs to

you.

(2) "GUPTA POWERED" Logo: If you are interested in using this logo and

satisfy the criteria, you must enter into a separate Logo License

Agreement with Gupta.

UPS_____ GUPTA_____

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V. GENERAL RULES FOR PRINTED MATERIALS

(1) The marks must be used as an adjective to identify Gupta's products

(trademarks) or services (service marks). They should never be used

as a noun or verb; the mark must modify a product or service.

For example: You may state You may not state

SQLBase(R) Server SQLBase(R) [by itself]

(2) The marks should never appear in the plural or possessive:

For example: You may state You may not state

SQLBase(R) Server's SQLBase(R)'s

(3) The marks should never be abbreviated or made into an acronym:

For example: You may state You may not state

SQLWindows(R) Software SQLWin Software

(4) The marks or the Gupta company name should never be used as or

incorporated into another company's name (whether a corporate name

or d/b/a) to avoid confusion in the marketplace

For example: You may not state

SQLWindows Solutions, Inc.

XYZ Gupta Ltd.

(5) You may not at any time or in any way indicate ownership of or any

rights in Gupta's marks or logos. For example, you MAY NOT say

"SQLBase Server for NetWare by [name of distributor, OEM, Reseller

Business Partner or other licensee]."

(6) You may not attached, remove or disfigure any Gupta marks on our

software products or advertising literature and may not attach any

additional marks to our software products or advertising materials.

You may not attached the Gupta marks to any other products other

than our products unless you have a specific license agreement to do

so.

(7) You may not alter or remove or obscure any copyright or other

proprietary notices on or in our products or related documentation

or materials.

(8) You may not use any Gupta mark or logo as part of your business name

and must at all times conduct business only under your own name.

(9) You may not use Gupta's marks and logos in violation of any federal,

state or local law, or any regulation or order of any administrative

agency or governmental authority.

UPS_____ GUPTA_____

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(10) You may not use Gupta's trademarks, service marks, trade names or

logos in a manner which is misleading in any manner (e.g., price,

product features or specifications).

(11) You may not use Gupta's marks and logos to advertise another

vendors' products -- even if they are compatible with Gupta's

products. Also, they may not be used for general promotion that are

not specifically related to Gupta products.

VI. COMPLIANCE

(1) Gupta reserves the right to require you to submit to Gupta for its

prior approval any and all of your advertising and sales literature

which refer to Gupta or include any of the Gupta marks, trade names

or logos. If Gupta has not notified you of its disapproval of such

materials within five (5) business days or receipt, the materials

shall be deemed approved. You must make all modifications to the

materials deemed necessary by Gupta to protect the goodwill of the

Gupta marks, trade names and logos.

(2) Misuse of our marks, logos and copyrights is a violation of your

agreement with Gupta.

(3) IF THERE ARE ANY QUESTIONS RELATING TO THE MATERIAL CONTAINED WITHIN

THESE GUIDELINES, CONTACT THE LEGAL DEPARTMENT, GUPTA CORPORATION

(415) 321-9500.

UPS_____ GUPTA_____

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Exhibit B

GUPTA STAR Support Services to UPS

For purposes of this Agreement, and subject to payment by UPS of the Maintenance

Fees as provided in Item 6 SP above, GUPTA shall provide UPS with the following

services:

1. Two designated senior support contacts available during the Prime Coverage

hours set forth in 3 below, subject to personnel changes upon written

notification by GUPTA to UPS.

2. Two business hour maximum response time to all support calls.

3. Prime coverage hours from 6:00 A.M. to 6:00 P.M. Pacific Time, Monday through

Friday, excluding holidays. Off hours are 3:00 A.M. to 6:00 A.M. Pacific Time

and 6:00 P.M. to 9:00 P.M. Pacific time, Monday through Friday, excluding

holidays, where senior technical support representatives may be contacted for

emergency situations (i.e., Priority 1 problems as defined in Exhibit C) via a

designated telephone or beeper number.

4. Priority escalation (according to the defined Escalation Procedures and Call

Priorities set forth in Exhibit C) and product update service (covered products

only).

5. Monthly conference calls and tracking and bug status reports.

6. Periodic management conferences.

The approach is defined to provide UPS with access to a team of support

professionals knowledgable in the Programs and UPS's use thereof and to expedite

resolution of problems.

UPS_____ GUPTA_____

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Exhibit C

Escalation Procedures and Call Priorities

It is important for customers to understand the call flow process within the

Technical Services organization and throughout the company. This escalation

process is designed to make sure that support resources are leveraged to best

serve our customers (i.e., calls) with the severest problems given immediate

attention. Below are two charts outlining the escalation procedure followed for

any call placed into a GUPTA Technical Support facility. The way in which a

specific situation is handled depends on the severity of the call logged into

Technical Services. GUPTA's call priority rankings are detailed in the first

chart. GUPTA will use its commercially reasonable efforts to escalate calls

throughout the organization as reflected in the second chart.

<TABLE>

<CAPTION>

Priority Description

---------- --------------------------------------------------------------

<S> <C>

Priority 1 Production system is down and unable to continue

Priority 2 Development system is down and unable to continue

Priority 3 Installation problem or serious software problem that not stop

production or does development

Priority 4 Less serious software problem or product usage question or

documentation bug

</TABLE>

<TABLE>

<CAPTION>

Priority 1 Priority 2 Priority 3 Priority 4

Steps Call Call Call Call Escalation Path

----------------------- ------------ -------------- ------------- ------------ ---------------

<S> <C> <C> <C> <C> <C>

1 . Initial Customer Within 2 Within 2 Within 2 Within 2 Star Manager

Contact hours hours hours hours

2. Diagnosis/Recreation

Determine if bug or

user error - may

involve Engineering

at this point

2a. Frequency of At Least: At Least At least At least Star Manager

customer contact: every other once every

day 5 days

Up and running Daily Every other

day

Not up and Twice Daily

running Daily

2b. Backline TSE Within 5 days Within 10 Star Manager

involved days

Up and running Within 1 day Within 2 days Backline Manager

Not up and running Within 4 Within 1 day

hours

2c Escalate after Star Manager

Up and running Within 1 day Within 3 days Backline Manager

Not up and running Within 1/2 Within 1 day Engineering

day

VP Tech Services.

</TABLE>

UPS_____ GUPTA_____

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[GUPTA LOGO]

OEM SOFTWARE LICENSE AGREEMENT

(GENERAL TERMS AND CONDITIONS)

PREAMBLE: The following are the general terms and conditions of an agreement

("Agreement") which consists of (i) these General Terms and Conditions and (ii)

the Signature Pages. The documents are referenced together by the contract

number and are to be taken together and not separately. THIS AGREEMENT SHALL BE

EFFECTIVE AS OF THE "EFFECTIVE DATE" SPECIFIED ON THE SIGNATURE PAGES ONLY WHEN

THE SIGNATURE PAGES ARE EXECUTED BY BOTH PARTIES AND ALL PAGES OF BOTH THE

GENERAL TERMS AND CONDITIONS AND THESE SIGNATURE PAGES ARE INITIALED WHERE

INDICATED BY BOTH PARTIES.

IN CASE OF CONFLICT BETWEEN THE TERMS AND CONDITIONS SPECIFIED IN THE GENERAL

TERMS AND CONDITIONS BELOW AND THOSE OF THE SIGNATURE PAGES, THE TERMS AND

CONDITIONS OF THE SIGNATURE PAGES SHALL CONTROL.

NOTATIONAL CONVENTION: Provisions of these General Terms and Conditions shall be

referred to as "Section X.Y(z) GTC". Provisions of the Signature Pages shall be

referred to as "Item A.B(c) SP".

1. PURPOSE OF THIS AGREEMENT

This Agreement is between GUPTA Corporation ("GUPTA"), a California corporation,

with offices at 1060 Marsh Road, Menlo Park, CA 94025 and United Parcel Service

General Services Co., 55 Glenlake Pkwy., N.E., Atlanta, GA 30328 ("UPS"). GUPTA

is engaged in the business of designing and developing database management

software and has developed proprietary software programs collectively called

"SQL" and UPS wishes to incorporate one or more of such software programs into

UPS Products as provided herein. GUPTA and UPS desire to establish the terms and

conditions under which GUPTA will provide such software programs for

manufacturing and integration into UPS Product(s) for subsequent sublicensing

and distribution by UPS and its distributors to end users for their own internal

use and to UPS employees and others for development, training, demonstration,

and other internal uses related to the UPS Product(s).

2. CERTAIN DEFINITIONS

2.1 "Distributor" shall mean a UPS affiliate, value added reseller, dealer,

software developer or other third party which is granted certain non-exclusive

rights by UPS in accordance with the terms of this Agreement such as the right

to distribute the Programs.

2.2 "End User" shall mean an individual, business or governmental customer of

UPS (or a Distributor) who acquires a valid license to use the UPS Product (and

the Programs as an embedded component) for personal or internal business

purposes in accordance with the End User License Agreement, and not for transfer

to others.

2.3 "End User License Agreement" shall mean the standard UPS license agreement

accompanying each copy of the UPS Product which specifies the terms and

conditions of the license to use the UPS Product and the Programs as an embedded

component.

UPS_____ GUPTA_____

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2.4 "Maintenance Release(s)" shall mean any modification of the Programs which

is denoted by GUPTA by changing a number to the right of the second decimal

point in then-current version number, e.g., a change from version 3.1.1 to

3.1.2.

2.5 "Major Version Release(s)" shall mean any modification of the Programs which

is denoted by GUPTA by changing a number to the left of the first decimal point

in then-current version number, e.g., a change from version 3.1.2 to 4.0.

2.6 "Marks" shall mean the trademarks, service marks and logos of GUPTA and /or

its licensors identified in the attached Exhibit A.

2.7 "Minor Version Release(s)" shall mean any modification of the Programs which

is denoted by GUPTA by changing a number to the right of the first decimal point

in then-current version number, e.g., a change from version 3.1.2 to 3.2.

2.8 "UPS Product" shall mean only the UPS software programs or products

specifically described or listed on the Signature Pages, and shall also include

any Derivative Works.

Any UPS Product:

(a) must not provide a general purpose programming interface to the Programs or

links to one;

(b) must not intentionally make GUPTA's SQL/API (as described in GUPTA's SQL/API

documentation which accompanies the SQLBase Programs when delivered in package

form) or the SQL language (as described in GUPTA's SQL Language guide which

accompanies the SQLBase Programs when delivered in package form) directly

accessible to users.

2.9 "Product Update(s)" shall mean all Maintenance Releases and certain other

modifications to the Programs designed to provide bug fixes or minor function

improvements which may be denoted as such by GUPTA from time to time in its

generally published programs and policies, or which may be otherwise provided

generally to GUPTA licensees.

2.10 "Product Upgrade(s)" shall mean all Minor Version Releases and Major

Version Releases, product successors, and certain other modifications to the

Programs which may be denoted as such by GUPTA from time to time in its

generally published programs and policies.

2.11 "Program(s)" shall mean only the proprietary GUPTA software program(s),

including Product Updates and Product Upgrades, and their successors, in object

code form specified on the Signature Pages to this Agreement.

2.13 "Trademark Use Policy" shall mean the written guidelines, as amended by

GUPTA from time-to- time, which contains GUPTA's policies and procedures

describing the proper usage of the Marks. The current version of such policy is

attached as Exhibit A.

2.14 "Derivative Works" shall mean a revision, modification, enhancement,

abridgment, condensation or expansion of a work or any form in which such work

may be recast, transformed, or adapted.

2.15 "UPS" shall mean United Parcel Service General Services Co., a Delaware

corporation with its principal place of business located at 55 Glenlake Pkwy.,

N.E., Atlanta, GA 30328, together with its parent company and direct and

indirect subsidiaries of such parent company, (collectively "UPS").

UPS_____ GUPTA_____

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2.16 "STAR Support" shall be the services provided to UPS under the support

provisions of this Agreement. The specific levels of service are as defined in

Exhibit B.

3. GRANT OF RIGHTS

3.1 Nonexclusive License Grant

GUPTA hereby grants UPS, during the term of this Agreement, the following

nontransferable, nonexclusive, rights and licenses which may be exercised during

the term of this Agreement and provided the Program is for use only in

conjunction with and as an embedded component of a UPS Product:

(a) To manufacture and package copies of the Programs.

(b) To distribute (including electronic distribution, e.g., via bulletin board)

and sublicense UPS manufactured copies of the Programs to End Users directly and

through Distributors.

(c) To grant Distributors the right to distribute UPS manufactured copies of the

Programs to End users.

(d) To use, in unaltered form, the Maries solely to promote the UPS Product and

as otherwise agreed in writing by both parties.

3.2 License Restrictions and Requirements

The rights and licenses granted in Section 3.1 GIC are expressly limited and

restricted by the following:

(a) GUPTA's Intellectual property and Proprietary Rights

(1) GUPTA and/or its licensors shall retain all and sole right, title and

interest in and to the programs.

(2) Other than for exercising the rights expressly granted to UPS hereunder, UPS

shall not, nor shall UPS cause a third party (except as required by law with

written notice to GUPTA) to, copy, manufacture, adapt, rent, lease, lend,

trade-in, translate, reverse engineer, disassemble or decompile or otherwise

modify the Programs.

(3) UPS must ensure that the End User License Agreement contains a provision

prohibiting End Users from using a UPS Product or any components thereof for

general purpose application development.

(4) UPS shall not, nor shall UPS cause a third party to, delete GUPTA's

copyright notice as it appears anywhere in the Programs.

(5) UPS agrees to sublicense the Programs to End Users directly and through

Distributors only under an End User License Agreement, which may be

shrinkwrapped (or which may be posted and distributed electronically in the

event that UPS elects to distribute the UPS Products and the Programs in an

electronic format, e.g., via a bulletin board), between UPS and End Users, which

(i) acknowledges GUPTA's (and/or any of GUPTA's licensors') intellectual

property and proprietary rights and title to the Programs, and (ii) which

contains a provision that expressly prohibits the End User from using the

Programs for any purpose other than that permitted by the UPS Product.

UPS_____ GUPTA_____

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(6) UPS agrees to provide reasonable assistance to GUPTA, at GUPTA's sole

expense, in protecting the Marks and GUPTA's copyrights in the Programs. UPS

further agrees that it will, at GUPTA's request, execute any documents

reasonably required by GUPTA in perfecting its intellectual and proprietary

rights in the Marks. UPS agrees to promptly notify GUPTA of any improper or

unlawful use of the Marks or any intellectual property rights of GUPTA in the

Programs which comes to the attention of UPS.

(7) The use of the Marks by UPS and Distributors shall strictly adhere to the

terms and conditions of GUPTA's Trademark Use Policy attached hereto as Exhibit

A, and to reasonable written instructions GUPTA may issue from time to time. UPS

will not in any way identify itself as the owner of, or register or attempt to

register the Marks in UPS's name or any other namet. GUPTA reserves the right to

(i) review, upon request, UPS's use of the Marks in advertising and other

materials, and (ii) revoke UPS's license to use the Marks, at GUPTA's sole

discretion.

(8) UPS acknowledges GUPTA's representation that (i) Quest, SQLBase, SQLGateway,

SQLRouter, SQLHost, and SQLTalk are registered trademarks of GUPTA Corporation,

(ii) SQL/API, SQLNetwork and the GUPTA logo are trademarks of GUPTA Corporation,

and (iii) SQLWindows is a registered trademark and TeamWindows, ReportWindows

and EditWindows are trademarks exclusively used and licensed by GUPTA

Corporation. UPS agrees that all use of the Marks by UPS or its Distributors

will inure to the benefit of GUPTA.

(b) Distributors

(1) UPS shall have no authority to grant any rights to a Distributor other than

those set forth in Section 3.1(c) GTC.

(2) Each agreement between UPS and Distributor shall (i) contain provisions

which are fully consistent with the terms of this Agreement and do not exceed

the distribution rights granted to UPS herein, (ii) include the provisions of

Sections 3, 6, 7, 8, 9, 10 and 11 GTC in substantially similar terms, and (iii)

provide that the Distributor shall be obligated pursuant to terms substantially

similar to UPS's relevant obligations under this Agreement. UPS shall make

commercially reasonable efforts to ensure that each Distributor respects GUPTA's

intellectual property and proprietary rights in and to the Programs (and other

GUPTA proprietary material licensed to UPS by GUPTA hereunder), do not make

unauthorized copies of the Programs, and otherwise comply with the Distributor's

obligations under its agreement with UPS.

(3) UPS agrees that none of its obligations under this Agreement, including, but

not limited to its payment obligations to GUPTA, are conditioned in any way on

any Distributor's performance of its payment or other obligations to UPS.

4. FEES AND PAYMENTS

4. Payments of License Fees

(a) In consideration for the rights granted in Section 3.1 GTC, upon the

execution of this Agreement, UPS shall make the nonrefundable, noncontingent

payment to GUPTA as provided on the Signature Pages.

(b) Additional payments of License Fees may be made by UPS as provided in the

Signature Pages.

UPS_____ GUPTA_____

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4.2 Maintenance Fee

In consideration for the STAR Support, the delivery by GUPTA of Updates and

Upgrades, and Maintenance services provided by GUPTA as specified in Section 5

GTC, upon execution of this Agreement, UPS shall make the nonrefundable,

noncontingent payment to GUPTA as specified on the Signature Pages.

4.4 Reports and Payments

(a) All payments under this Agreement shall be made in U.S. dollars.

(b) Initial Payments shall be made as specified on the Signature Pages.

(c) Payments other than the Initial Payments or other payments for which payment

terms have been agreed to by UPS and GUPTA shall be paid by UPS to GUPTA within

thirty(30) days after receipt of a valid invoice from GUPTA.

4.6 Records and Review

UPS shall keep accurate records reasonably designed to verify compliance with

the licensing and payment terms of this Agreement, along with reasonable detail.

UPS shall upon reasonable advance request from GUPTA not more than once annually

send copies of these records to GUPTA for review.

4.7 Shipping Expenses

All prices specified are FOB UPS's designated destination, and UPS shall (i)

reimburse GUPTA for reasonable and actual shipping and insurance expenses

incurred by GUPTA under this Agreement for the transportation of Programs, and

(ii) bear the risk of loss damage or theft of the physical property while the

Programs are in transit to UPS.

5. SUPPORT AND MAINTENANCE

5. Technical Support

GUPTA shall provide UPS with STAR Support as provided in this Agreement

5.2 Support of UPS's End Users and/or Distributors

UPS shall be responsible for supporting UPS's End Users and/or Distributors.

5.3 Product Updates

Provided that UPS has paid the Maintenance Fee as provided in Section 4.2 GTC,

during the term of this Agreement Product Updates will be provided to UPS as and

when made available by GUPTA to any of its other OEM's or licensees. UPS shall

have the right to sublicense and distribute (on the same basis as provided in

Section 3.1 GTC) such Product Updates to its existing customers for the UPS

Products without payment of additional fees to GUPTA.

UPS_____ GUPTA_____

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5.4 Product Upgrades

Provided that UPS has paid the Maintenance Fee as provided in Section 4.2 GTC,

during the term of this Agreement, Product Upgrades will be provided to UPS as

and when made available by GUPTA to any of its other OEM's or licensees GUPTA

shall use reasonable efforts to provide information to UPS for such Product

Upgrades four(4) to six(6) months in advance of when such Product Upgrades are

commercially available. Such Product Upgrades shall include versions of the

Programs adapted to run on additional operating system platforms if and when

made commercially available by GUPTA. Product Upgrades will be provided to UPS

contemporaneously with when GUPTA first makes such Product Upgrades commercially

available to its other OEM customers. UPS shall have the right to sublicense and

distribute such Product Upgrades to its existing customers for the UPS Products

to the same extent that UPS is permitted to sublicense and distribute Programs

as provided in Section 3.1(a) GTC, subject to the payment of Maintenance Fees

as provided in Section 4.2 above.

5.5 Training and Consulting

Training and Consulting Services may be provided by GUPTA to UPS subject to a

separate Master Consulting Agreement between GUPTA and UPS.

5.6 Translations and Adaptations

GUPTA agrees to provide UPS with access to any fo