0000950130-02-007028 Sample Contracts

STARBASE CORPORATION LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 11th, 2002 • Starbase Corp • Services-prepackaged software • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2002, by and between BORLAND SOFTWARE CORPORATION (“Lender”) and STARBASE CORPORATION (“Borrower”).

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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • October 11th, 2002 • Starbase Corp • Services-prepackaged software • Delaware

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2002, by and between STARBASE CORPORATION (“Grantor”) and BORLAND SOFTWARE CORPORATION (“Lender”).

BUSINESS DEVELOPMENT MUTUAL NONDISCLOSURE AGREEMENT
Business Development Mutual Nondisclosure Agreement • October 11th, 2002 • Starbase Corp • Services-prepackaged software • California

This Nondisclosure Agreement (this “Agreement”) is dated and effective as of September 17, 2001 (the “Effective Date”), by and between Borland Software Corporation, a Delaware corporation, (“BORLAND”) and Starbase Corporation, a Delaware corporation (“Company”).

EXCLUSIVITY LETTER AGREEMENT September 15, 2002
Exclusivity Letter Agreement • October 11th, 2002 • Starbase Corp • Services-prepackaged software • California

Borland Software Corporation, a Delaware corporation (“Borland”), and Starbase Corporation, a Delaware corporation (“Starbase”), have been engaged in discussions concerning a possible business combination or other similar transaction involving Borland and Starbase (the “Transaction”).

FORM OF SEPARATION AGREEMENT
Form of Separation Agreement • October 11th, 2002 • Starbase Corp • Services-prepackaged software • California

SEPARATION AGREEMENT dated as of , , by and between StarBase Corporation, a Delaware corporation with an address at 4 Hutton Centre, Santa Ana, California 92707 (the “Company”), and , an individual residing at , , California (“Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 11th, 2002 • Starbase Corp • Services-prepackaged software • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and effective as of the 1st day of June, 2002 by and between STARBASE CORPORATION, a Delaware corporation (the “Company”), and James A. Harrer (the Employee), with respect to the following facts:

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