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                                                                   EXHIBIT 10.03


                                    EXHIBIT E

                           DEBT CANCELLATION AGREEMENT

        The Company and Vertex Technology Fund, Ltd entered into a Note Purchase
Agreement dated October 16, 1998 along with related documentation. The parties
agreed on the Effective Date of the Preferred Stock and Warrant Purchase
Agreement (the "Agreement") that all outstanding obligations of the Company
pursuant to the Note Purchase Agreement will be cancelled in consideration of
the issuance of Preferred Stock and Warrants pursuant to such Agreement.
Therefore:

- -   The convertible secured subordinated promissory note of the Company to
    Vertex Technology Fund, Ltd dated October 16, 1998 is deemed satisfied in
    full, the Debt is cancelled and the holder shall tender the original of such
    note to the Company at such time.

- -   The Security Agreement dated October 16, 1998 between the parties is
    terminated along with all security interests created thereby and the
    beneficiary of such interests shall execute all releases of such interests
    upon request by the Company.

All capitalized terms have the meanings ascribed to them in the Preferred Stock
and Warrant Purchase Agreement dated June 28, 1999, unless otherwise
specifically provided.


VERSANT CORPORATION                                VERTEX TECHNOLOGY FUND, LTD


By:                                                By:
   -------------------------------                    --------------------------
Name:                                              Name:
     -----------------------------                     -------------------------
Title:                                             Title:
      ----------------------------                       -----------------------


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