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                                                                    Exhibit 10.3

[Inprise Letterhead]

May 30, 2000

Mr. Frederick A. Ball
[ADDRESS INTENTIONALLY OMITTED]

Dear Fred,

         On behalf of Inprise Corporation, I am very pleased to report that as a
result of your extraordinary efforts, the Board has approved an increase to your
base salary and annual bonus opportunity. In addition, the Board has approved a
special bonus payment to be made to you. The details of these increases and the
special bonus are described below.

-        BASE SALARY. Effective as of May 22, 2000, your base salary will
         increase from $300,000 to $350,000 per year ($13,461.54 bi-weekly),
         payable at the same frequency as payroll is distributed to other
         Inprise employees.

-        BONUS. Commencing with Inprise's current fiscal year, you shall be
         eligible to receive an annual bonus of up to seventy percent 70(%) of
         your base salary. Fifty percent 50(%) of the bonus opportunity will be
         based upon your achievement of personal management goals to be
         established jointly by you and the Chief Executive Officer, and the
         remaining fifty percent 50(%) of the bonus opportunity will be based
         upon your achievement of corporate goals established by the
         Organization and Compensation Committee for all senior officers of
         Inprise.

-        SPECIAL RECOGNITION BONUS. The Board has approved payment to you of a
         special bonus in the amount of $250,000 to reflect your extraordinary
         performance over the past eight months. This sum will be paid to you
         within 10 days following the date of this letter and will be payable in
         full satisfaction of your bonus entitlement under the Management by
         Objective Bonus as described in your offer letter of employment, dated
         September 16, 1999 (the "Offer Letter").

                  Other than as expressly modified above, all of the other terms
         and conditions of your employment with Inprise, including those set
         forth in the Offer Letter, will remain unchanged.

                  We look forward to continuing our excellent working
         relationship with you. Please review, sign and return copy of this
         letter to me.


         Sincerely,

         INPRISE CORPORATION

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         /s/ Dale Fuller
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         Dale Fuller
         Interim President & Chief Executive Officer

         AGREED AND ACCEPTED

        /s/ Frederick A. Ball
        ---------------------------------
        Frederick A. Ball

        Dated this 30th day of May, 2000