SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Rule 13d-101

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

Gensym Corp
- -----------------------------------------------
(Name of Issuer)

Common Stock, par value $.01 per share
- -----------------------------------------------
(Title of Class of Securities)

37245R107
- -----------------------------------------------
(CUSIP Number)

Alexander S. Glovsky
Nutter, McClennen & Fish, LLP
World Trade Center West
155 Seaport Boulevard
Boston, MA  02210-2604
617-439-2000
- -----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

08/13/2007
- -----------------------------------------------
(Date of Event which Requires Filing of this Statement)

- -----------------------------------------------
      If the filing person has previously filed
a statement on Schedule 13G to report the
acquisition that is the subject of this
Schedule 13D, and is filing this schedule
because of ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. |_|

      NOTE: Schedules filed in paper format
shall include a signed original and five copies
of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are
to be sent.

      * The remainder of this cover page shall
be filled out for a reporting person's initial
filing on this form with respect to the subject
class of securities, and for any subsequent
amendment containing information which would
alter disclosures provided in a prior cover
page.

      The information required on the remainder
of this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that
section of the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).

CUSIP No. 37245R107
- -----------------------------------------------
(1) Names and I.R.S. Identification Nos.(entities only)
of reporting persons.

    Ashton, Robert
- -----------------------------------------------
(2) Check the appropriate box if a member of a group
(see instructions)
(a)|_|
(b)|X|
- -----------------------------------------------
(3) SEC use only.

- -----------------------------------------------
(4) Source of funds (see instructions).

    PF
- -----------------------------------------------
(5) Check if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e).   |_|

- -----------------------------------------------
(6) Citizenship or place of organization.

    USA
- -----------------------------------------------
Number of shares beneficially owned by each
reporting person with:

    (7) Sole voting power:
        1,322,811 (1)

    (8) Shared voting power:
        N/A

    (9) Sole dispositive power:
        1,322,811 (1)

    (10) Shared dispositive power:
         N/A

- -----------------------------------------------
(11) Aggregate amount beneficially owned by each
reporting person.

     1,322,811 (1)
- -----------------------------------------------
(12) Check if the aggregate amount in Row (11) excludes
certain shares (see instructions). |_|

- -----------------------------------------------
(13) Percent of class represented by amount in Row (11).

     16.69%
- -----------------------------------------------
(14) Type of reporting person (see instructions).

     IN
- -----------------------------------------------

(1)     Includes 1,310,311 shares of Common
Stock and options for 12,500 shares of Common
Stock


Item 1. Security and Issuer.

           This statement (the "Statement") relates to the
common stock, par value $.01 per share (the "Common Stock"),
of Gensym Corporation, a Delaware corporation (the
"Issuer").  The principal executive office of the Issuer
is located at 52 Second Ave., Burlington,
Massachusetts 01803.

Item 2. Identity and Background.

          (a) The name of the person filing
this Statement is Robert B. Ashton ("the
Reporting Person").

          (b) The Reporting Person's address is
6 Occom Ridge, Hanover, NH 03755.

          (c) The present principal occupation
of the Reporting Person is that of private
investor and interim President and Chief
Executive Officer of the Issuer.

          (d) During the past five years, the
Reporting Person has not been convicted in a
criminal proceeding (excluding traffic
violations or similar misdemeanors).

          (e) During the past five years, the
Reporting Person was not a party to a civil
proceeding of a judicial or administrative body
of competent jurisdiction as a result of which
the Reporting Person was or is subject to any
judgment, decree or final order enjoining
future violations of, or prohibiting or
mandating activities subject to, Federal or
State securities laws or finding any violation
with respect to such laws.

          (f) The Reporting Person is a citizen
of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

           N/A

Item 4. Purpose of Transaction.

           Item 4 is hereby amended to add the following:

           On August 13, 2007, the Board of Directors of
the Issuer (of which the Reporting Person is a member)
announced that it had signed an Agreement and Plan of Merger
(the "Merger Agreement") pursuant to which the Issuer
will be acquired by Versata Enterprises, Inc. ("Versata").
As a condition to Versata entering into the Merger Agreement,
the Reporting Person entered into the Stockholder Agreement,
dated as of August 13, 2007, among the Reporting Person,
the Issuer, Versata, the Reporting Person, John A. Shane,
David A. Smith and Thomas E. Swithenbank
(the "Stockholder Agreement"), pursuant to which the
Reporting Person and the other signing stockholders, in
their respective capacities as stockholders of the Issuer,
each agreed, among other things, to vote his shares of
the Issuer's stock in favor of the Merger Agreement and
the transactions contemplated therein.  The Reporting
Person also irrevocably granted to and appointed
Versata as his proxy, to vote his shares in favor
of the Merger Agreement and the transactions contemplated
therein at any meeting of the Issuer's stockholders.

Item 5. Interest in Securities of the Issuer.

          (a) The Reporting Person is the beneficial
owner of 1,310,311 shares of the Issuer's Common Stock
pursuant to Rule 13d-3. Additionally, the Reporting Person
has options to purchase 12,500 shares of the Issuer's
Common Stock.  Such shares constitute approximately 16.69%
of the issued and outstanding shares of the Issuer's Common
Stock.

	On August 13, 2007, in connection with the
Merger Agreement, the Reporting Person entered into the
Stockholder Agreement, pursuant to which the Reporting Person,
in his capacity as a stockholder of the Issuer, agreed among
other things to vote his shares of the Issuer's stock in favor
of the Merger Agreement and the transactions contemplated
therein.  The Reporting Person also irrevocably granted to
and appointed Versata as his proxy, to vote his shares in
favor of the Merger Agreement and the transactions contemplated
therein at any meeting of the Issuer's stockholders.  Other than
the obligations of the Reporting Person contained in the Stockholder
Agreement, The Reporting Person possesses the sole power to vote
or to direct the vote and the sole power to dispose or to
direct the disposition of these shares.

          (b) The Reporting Person is the beneficial owner
of 1,310,311 shares of the Issuer's Common Stock pursuant
to Rule 13d-3. Additionally, the Reporting Person has options
to purchase 12,500 shares of the Issuer's Common Stock. Such
shares constitute approximately 16.69% of the issued and
outstanding shares of the Issuer's Common Stock.

	On August 13, 2007, in connection with the Merger
Agreement, the Reporting Person entered into the Stockholder
Agreement, pursuant to which the Reporting Person, in his
capacity as a stockholder of the Issuer, agreed among other things
to vote his shares of the Issuer's stock in favor of the
Merger Agreement and the transactions contemplated
therein.  The Reporting Person also irrevocably granted to and
appointed Versata as his proxy, to vote his shares in favor of
the Merger Agreement and the transactions contemplated therein
at any meeting of the Issuer's stockholders.  Other than
the obligations of the Reporting Person contained in the Stockholder
Agreement, The Reporting Person possesses the sole power to vote
or to direct the vote and the sole power to dispose or to
direct the disposition of these shares.

          (c) N/A

          (d) N/A

          (e) N/A

Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of
the Issuer.

	On August 13, 2007, the Board of Directors of the
Issuer (of which the Reporting Person is a member) announced
that it had signed the Merger Agreement.  As a condition to
Versata Enterprises, Inc. entering into the Merger Agreement,
the Reporting Person entered into the Stockholder Agreement,
pursuant to which the Reporting Person, in his capacity as
a stockholder of the Issuer, agreed among other things to
vote his shares of the Issuer's stock in favor of the Merger
Agreement and the transactions contemplated therein.  The
Reporting Person also irrevocably granted to and appointed
Versata as his proxy, to vote his shares in favor of the Merger
Agreement and the transactions contemplated therein at any
meeting of the Issuer's stockholders.

Item 7. Material to be Filed as Exhibits.

	1.	Stockholder Agreement, dated as of August 13, 2007,
among Gensym Corporation, Versata Enterprises, Inc., Robert B. Ashton,
John A. Shane, David A. Smith and Thomas E. Swithenbank



After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.


Date: 08/13/2007		/s/ Robert B. Ashton
			Name:  Robert B. Ashton

The original statement shall be signed by each person
on whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a
person by his authorized representative (other than an
executive officer or general partner of the filing person),
evidence of the representative's authority to sign on behalf of
such person shall be filed with the statement: Provided,
however, That a power of attorney for this purpose which
is already on file with the Commission may be incorporated
by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his
signature.

ATTENTION--Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
(Secs. 13(d), 13(g), 14(d), 23, 48 Stat. 894, 895, 901; sec.
8, 49 Stat. 1379; sec. 203(a), 49 Stat. 704; sec. 10,
78 Stat. 88a; Secs. 2, 3, 82 Stat.
454, 455; secs. 1, 2, 3-5, 84 Stat. 1497; sec. 18, 89 Stat. 155;
secs. 202, 203, 91 Stat. 1494, 1498, 1499;
15 U.S.C. 78m(d), 78m(g), 78n(d), 78w) [44 FR 2145, Jan. 9, 1979;
44 FR 11751, Mar. 2, 1979; 44 FR 70340, Dec. 6, 1979; 47 FR 11466,
Mar. 16, 1982; 61 FR 49959, Sept. 24, 1996; 62 FR 35340, July 1, 1997;
63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998]

EX-1

Execution Version

STOCKHOLDER AGREEMENT

STOCKHOLDER AGREEMENT, dated as of August  __, 2007
(this "Agreement"), among the stockholders listed on the
signature page(s) hereto (collectively, "Stockholders" and
each individually, a "Stockholder"), Gensym Corporation, a
Delaware corporation (the "Company") and Versata Enterprises,
Inc., a Delaware corporation ("Parent").  Capitalized terms
used and not otherwise defined herein shall have the
respective meanings assigned to them in the Merger Agreement
referred to below.

WHEREAS, as of the date hereof, the Stockholders collectively
own of record and beneficially shares of capital stock of
the Company, as set forth on Schedule I hereto (such shares,
or any other voting or equity of securities of the Company
hereafter acquired by any Stockholder prior to the termination
of this Agreement, being referred to herein collectively as
the "Shares");

WHEREAS, concurrently with the execution of this Agreement,
Parent and the Company are entering into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), pursuant to which, upon the terms and subject
to the conditions thereof, a subsidiary of Parent will be
merged with and into the Company, and the Company will be
the surviving corporation (the "Merger"); and

WHEREAS, as a condition to the willingness of Parent to
enter into the Merger Agreement, Parent has required that
the Stockholders agree, and in order to induce Parent to
enter into the Merger Agreement, the Stockholders are
willing to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and
intending to be legally bound hereby, the parties hereby
agree, severally and not jointly, as follows:

Section 1. Voting of Shares.

(a) Each Stockholder covenants and agrees that until the
termination of this Agreement in accordance with the terms
hereof, at the Company Meeting or any other meeting of the
stockholders of the Company, however called, and in any
action by written consent of the stockholders of the Company,
such Stockholder will vote, or cause to be voted, all of his,
her or its respective Shares (i) in favor of adoption of the
Merger Agreement and approval of the Merger contemplated by the
Merger Agreement, as the Merger Agreement may be modified or
amended from time to time in a manner not adverse to the
Stockholders, (ii) against any merger agreement or merger
(other than the Merger Agreement and the Merger), consolidation,
combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of
or by the Company or any other proposal, offer or agreement
concerning any merger, reorganization, consolidation,
recapitalization, business combination, liquidation, share
exchange, sale of stock, sale of material assets or similar
business transaction involving the Company, any subsidiary
of the Company or any division of the Company and (iii)
against any other action, agreement or transaction submitted
for the vote or written consent of Stockholders that would
reasonably be expected to impede, interfere with, delay,
postpone, discourage, frustrate the purposes of or adversely
affect the Merger or the other transactions contemplated by the
Merger Agreement or this Agreement or the performance by the
Company of its obligations under the Merger Agreement or by such
Stockholder of its obligations under this Agreement.

(b) Each Stockholder hereby irrevocably grants to, and appoints,
Parent, and any individual designated in writing by it, and each
of them individually, as its proxy and attorney-in-fact (with
full power of substitution), for and in its name, place and stead,
to vote his, her or its Shares at any meeting of the stockholders
of the Company called with respect to any of the matters specified
in, and in accordance and consistent with this Section 1.  Each
Stockholder understands and acknowledges that Parent is entering
into the Merger Agreement in reliance upon the Stockholder's execution
and delivery of this Agreement.  Each Stockholder hereby affirms that
the irrevocable proxy set forth in this Section 1(b) is given in
connection with the execution of the Merger Agreement, and that
such irrevocable proxy is given to secure the performance of the
duties of such Stockholder under this Agreement.  Except as otherwise
provided for herein, each Stockholder hereby (i) affirms that the
irrevocable proxy is coupled with an interest and may under no
circumstances be revoked, (ii) ratifies and confirms all that
the proxies appointed hereunder may lawfully do or cause to be
done by virtue hereof and (iii) affirms that such irrevocable
proxy is executed and intended to be irrevocable in accordance
with the provisions of Section 212(e) of the Delaware General
Corporation Law.  Notwithstanding any other provisions of this
Agreement, the irrevocable proxy granted hereunder shall
automatically terminate upon the termination of this Agreement.

(c) Each Stockholder covenants and agrees that until the
termination of this Agreement in accordance with the terms
hereof, at the Company Meeting or any other meeting of the
stockholders of the Company, however called, and in any action
by written consent of the stockholders of the Company, such
Stockholder shall appear at each such meeting or otherwise
cause the Shares as to which such Stockholder controls the right
to vote to be counted as present thereat for purposes of calculating
a quorum.

(d) The obligations of each Stockholder specified in this Section
1 shall, subject to Section 6, apply whether or not the Merger or
any action described above is recommended by the Board of Directors
of the Company.

Section 2. Transfer of Shares.  Each Stockholder covenants and
agrees that such Stockholder will not directly or indirectly
(i) sell, assign, transfer (including by merger, testamentary
disposition, interspousal disposition pursuant to a domestic
relations proceeding or otherwise by operation of law), pledge,
encumber or otherwise dispose of any of the Shares, (ii) deposit
any of the Shares into a voting trust or enter into a voting
agreement or arrangement with respect to the Shares or grant
any proxy or power of attorney with respect thereto which is
inconsistent with this Agreement or (iii) enter into any contract,
option or other arrangement or undertaking with respect to the
direct or indirect sale, assignment, transfer (including by
merger, testamentary disposition, interspousal disposition
pursuant to a domestic relations proceeding or otherwise by
operation of law) or other disposition of any Shares.

Section 3. Representations and Warranties of the Stockholders.
Each Stockholder on its own behalf hereby severally represents
and warrants to Parent with respect to itself and its, his or
her ownership of the Shares as follows:

(a) Ownership of Shares.  The Stockholder beneficially owns all
of the Shares as set forth on Schedule I hereto and has good
and marketable title to such Shares, free and clear of any
claims, liens, encumbrances and security interests whatsoever.
The Stockholder owns no shares of Common Stock other than the
Shares as set forth on Schedule I hereto.  The Stockholder has
sole voting power, without restrictions, with respect to all of
the Shares.

(b) Power, Binding Agreement.  The Stockholder has the legal
capacity and all requisite power and authority to enter into
and perform all of its obligations, under this Agreement. This
Agreement has been duly and validly executed and delivered by
the Stockholder and constitutes a valid and binding obligation
of the Stockholder, enforceable against the Stockholder in
accordance with its terms.

(c) No Conflicts.  The execution and delivery of this Agreement
do not, and the consummation of the transactions contemplated
hereby will not, conflict with or result in any violation of,
or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to loss of a material benefit
under, any provision of any loan or credit agreement, note, bond,
mortgage, indenture, lease, or other agreement, instrument, permit,
concession, franchise, license, judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to the Stockholder,
the Shares or any of the Stockholder's properties or assets. Except
as expressly contemplated hereby, the Stockholder is not a party
to, and the Shares are not subject to or bound in any manner by,
any contract or agreement relating to the Shares, including without
limitation, any voting agreement, option agreement, purchase
agreement, stockholders' agreement, partnership agreement or
voting trust. Except for any informational filings with the
Securities and Exchange Commission, no consent, approval, order or
authorization of, or registration, declaration or filing with, any
court, administrative agency or commission or other governmental
authority or instrumentality, domestic, foreign or supranational,
is required by or with respect to the Stockholder in connection
with the execution and delivery of this Agreement or the consummation
by the Stockholder of the transactions contemplated hereby.

Section 4. No Solicitation.  Prior to the termination of this
Agreement in accordance with its terms, each Stockholder agrees,
in its individual capacity as a stockholder of the Company, that
(i) it will not, nor will it authorize or permit any of its employees,
agents and representatives to, directly or indirectly, (a) initiate,
solicit or encourage any inquiries or the making of any Acquisition
Proposal, (b) enter into any agreement with respect to any Acquisition
Proposal, or (c) participate in any discussions or negotiations regarding,
or furnish to any person any information with respect to, or take any
other action to facilitate any inquiries or the making of any proposal
that constitutes, or may reasonably be expected to lead to, any Acquisition
Proposal, and (ii) it will notify Parent as soon as possible if any such
inquiries or proposals are received by, any information or documents is
requested from, or any negotiations or discussions are sought to be
initiated or continued with, it or any of its affiliates in its individual
capacity.

Section 5. Stock Dividends, etc.  In the event of a stock split, stock
dividend or distribution, or any change in the common stock by reason of
any split-up, reverse stock split, recapitalization, combination,
reclassification, exchange of shares or the like, the term "Shares" shall
be deemed to refer to and include such shares as well as all such stock
dividends and distributions and any securities into which or for which any
or all of such shares may be changed or exchanged or which are received in
such transaction; provided that the foregoing shall not prevent the conversion
of any of the Shares into the right to receive Merger Consideration pursuant
to the Merger in accordance with the terms of the Merger Agreement.

Section 6. Termination.  This Agreement shall terminate upon the earlier to
occur of (i) the Effective Time or (ii) any termination of the Merger Agreement
in accordance with the terms thereof; provided that no such termination shall
relieve any party of liability for a willful breach hereof prior to termination.

Section 7. Specific Performance.  The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties shall
be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or in equity.

Section 8. Fiduciary Duties.  Each Stockholder is signing this Agreement
solely in such Stockholder's capacity as an owner of his, her or its respective
Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder
from taking or not taking any action in his or her capacity as an officer or
director of the Company, to the extent permitted by the Merger Agreement.

Section 9. Consent and Waiver.  Each Stockholder hereby gives any consents or
waivers that are reasonably required for the consummation of the Merger under
the terms of any agreement to which such Stockholder is a party or pursuant to
any rights such Stockholder may have in its capacity as a Stockholder of the
Company.

Section 10. Waiver of Appraisal Rights.  To the fullest extent permitted by
applicable law, each Stockholder hereby waives any rights of appraisal or
rights to dissent from the Merger that it may have under applicable law.

Section 11. Miscellaneous.
(a) Entire Agreement.  This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, both written
and oral, between the parties with respect thereto. This Agreement may
not be amended, modified or rescinded except by an instrument in
writing signed by each of the parties hereto.

(b) Severability.  If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent
permitted by applicable law in a mutually acceptable manner in order
that the terms of this Agreement remain as originally contemplated
to the fullest extent possible.

(c) Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the
principles of conflicts of law thereof.

(d) Counterparts.  This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall
constitute one and the same instrument.

(e) Notices.  All notices and other communications hereunder shall be
in writing and shall be deemed duly delivered (i) three business days
after being sent by registered or certified mail, return receipt
requested, postage prepaid, or (ii) one business day after being sent
for next business day delivery, fees prepaid, via a reputable nationwide
overnight courier service, in each case to the intended recipient as
set forth below:

(i) if to a Stockholder to the address set forth on the respective signature
page of this Agreement;

(ii) if to the Parent to:
Versata Enterprises, Inc.
6011 West Courtyard Drive, Suite 300
Austin, TX  78730
Attn:  Lance A. Jones
Telecopy:  512-874-3502
with a copy to:
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, TX  75202
Attn:  Dennis R. Cassell
Telecopy:  214-200-0788

(iii) if to the Company to:
Gensym Corporation
52 Second Avenue
Burlington, MA 01803
Attn:  President
Telecopy:  (781) 265-7101
with a copy to:
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA  02109
Attn:	David Westenberg, Esq.
	Edward Young, Esq.
Telecopy: (617) 526-6000

(f) No Third Party Beneficiaries.  This Agreement is not intended, and shall
not be deemed, to confer any rights or remedies upon any person other than
the parties hereto and their respective successors and permitted assigns, to
create any agreement of employment with any person or to otherwise create any
third-party beneficiary hereto.

(g) Assignment.  Neither this Agreement nor any of the rights,
interests or obligations under this Agreement may be assigned or
delegated, in whole or in part, by operation of law or otherwise
by any of the parties hereto without the prior written consent of
the other parties, and any such assignment without such prior written
consent shall be null and void, except that the Parent may assign
this Agreement to any direct or indirect wholly owned subsidiary of
the Parent without the consent of the Company or the Stockholder,
provided that the Parent shall remain liable for all of its obligations
under this Agreement.  Subject to the preceding sentence, this Agreement
shall be binding upon, inure to the benefit of, and be enforceable by,
the parties hereto and their respective successors and permitted
assigns.

(h) Interpretation.  When reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement, unless
otherwise indicated.  The headings contained in this Agreement are for
convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.  The language used in
this Agreement shall be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction
shall be applied against any party.  Whenever the context may require,
any pronouns used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns and
pronouns shall include the plural, and vice versa.  Any reference to any
federal, state, local or foreign statute or law shall be deemed also to
refer to all rules and regulations promulgated thereunder, unless the
context requires otherwise.  Whenever the words "include," "includes"
or "including" are used in this Agreement, they shall be deemed to
be followed by the words "without limitation."  No summary of this
Agreement prepared by the parties shall affect in any way the meaning or
interpretation of this Agreement.

(i) Submission to Jurisdiction.  Each of the parties to this Agreement
(i) consents to submit itself to the personal jurisdiction of any
state or federal court sitting in the State of Delaware in any action
or proceeding arising out of or relating to this Agreement or any of
the transactions contemplated by this Agreement, (ii) agrees that
all claims in respect of such action or proceeding may be heard and
determined in any such court, (iii) agrees that it will not attempt
to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court and (iv) agrees not to bring any action
or proceeding arising out of or relating to this Agreement or any of
the transactions contemplated by this Agreement in any other court.
Each of the parties hereto waives any defense of inconvenient forum
to the maintenance of any action or proceeding so brought and waives
any bond, surety or other security that might be required of any other
party with respect thereto.  Any party hereto may make service on
another party by sending or delivering a copy of the process to the
party to be served at the address and in the manner provided for the
giving of notices in Section 11(e).  Nothing in this Section, however,
shall affect the right of any party to serve legal process in any
other manner permitted by law.

(j) WAIVER OF JURY TRIAL.  EACH OF THE PARENT, THE COMPANY AND
EACH STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE
ACTIONS OF THE PARENT, THE COMPANY OR EACH STOCKHOLDER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF
THIS AGREEMENT.

[Signature Page to follow]

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed individually or by its respective duly
authorized officer as of the date first written above.

GENSYM CORPORATION
By:  /s/ Robert B. Ashton
Name: Robert B. Ashton
Title: President and Chief Executive Officer

VERSATA ENTERPRISES, INC.
By:  /s/ Sean Fallon
Name: Sean Fallon
Title: Vice President of Finance and Chief Financial Officer

STOCKHOLDERS:
/s/ Robert B. Ashton
Robert B. Ashton

Address

Address


/s/ John A. Shane
John A. Shane

Address

Address


/s/ David A. Smith
David A. Smith

Address

Address


/s/ Thomas E. Swithenbank
Thomas E. Swithenbank

Address

Address

Schedule I
Stockholder    Number of Shares of Common Stock Owned
Robert A. Ashton		1,310,311
John A. Shane		47,875
David A. Smith		13,171
Thomas E. Swithenbank	20,286