Borland Software Corp. ▼

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

by and among

BORLAND SOFTWARE CORPORATION,

BETA MERGER SUB, INC.

and

SEGUE SOFTWARE, INC.

Dated as of February 7, 2006

Table of Contents

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND TERMS

Section 1.1

ARTICLE II THE MERGER

Section 2. . . .

CONSULTING AGREEMENT

                This Consulting Agreement (this �Agreement�) is entered into on May 18, 2001 between BORLAND SOFTWARE CORPORATION, a Delaware corporation (the �Company�), and DAVID HELLER (the �Consultant�).

                WHEREAS, the Company desires to obtain the benefit of the Consultant�s knowledge and experience by retaining the Consultant, and the Consultant desires to accept such position, for the term  . . .

BORLAND SOFTWARE CORP
_____________

EMPLOYMENT AGREEMENT

This Employment Agreement is entered into as of November 1, 2005, by and between Borland Software Corporation, a Delaware corporation (the �Company�), and Tod Nielsen (the �Executive�).

WHEREAS, the Executive and the Company wish to enter into this employment agreement to govern the terms of the Executive�s employment relationship with the Company;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth below, the parties hereto, intending to be legally bound hereby, agree as  . . .

                              EMPLOYMENT AGREEMENT

     This Employment Agreement is entered into as of January 1, 2001 (the
"Effective Date"), by and between Borland Software Corporation, a Delaware
corporation and formerly known as Inprise Corporation (the "Company"), and Dale
L. Fuller (the "Executive").

     WHEREAS, the Executive is currently employed by the Company as its
President and Chief Executive pursuant to a letter agreement dated April 9,
1999, as amended (the "Prior Agreement"); and

     WHEREAS, the Executive and the Company  . . .