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                                                                   EXHIBIT 10.26


                                 PROMISSORY NOTE


$100,000                                                  Emeryville, California
                                                                 January 2, 1998


      For value received, Eric L. Miles ("Miles"), promises to pay to Sybase,
Inc., a Delaware corporation, or order ("Payee"), at 6475 Christie Avenue,
Emeryville, California 94608, the sum of One Hundred Thousand Dollars (U.S.
$100,000), with interest in arrears on the unpaid balance at the rate of seven
percent (7%) per annum. Interest shall compound annually, and accordingly, on
each anniversary of the date of this Note, accrued interest shall be added to
the principal amount of this Note. Twenty five thousand (U.S. $25,000) of
principal shall be forgiven on each anniversary of the date of this Note,
provided Miles is an employee of Sybase, Inc. as of such date. On the date
Miles' employment with Sybase, Inc. terminates for any reason, the full amount
of unpaid principal and all accrued and unpaid interest shall become immediately
due and payable.

      Principal and accrued interest not paid when due shall bear interest in
arrears at the rate of ten percent (10%) per annum, compounded monthly, from the
date such amounts became due until paid. Notwithstanding any other provisions of
this Note or any document or instrument executed or delivered in connection with
this Note, interest, fees and the like shall not exceed the maximum rate
permitted by applicable law.

      Should (i) default be made in the payment of principal or interest or (ii)
Miles apply for or consent to the appointment of any receiver, trustee or
similar officer for it or for all or any substantial part of its property or
institute any bankruptcy, insolvency, or similar proceeding relating to it under
the laws of any jurisdiction, or any such proceeding be instituted against Miles
and is not dismissed within 60 days the Payee may, at its election, declare the
entire principal and accrued interest balance hereof immediately due and
payable.

      Miles hereby waives grace, presentment, demand, protest, notice of
dishonor, notice of delinquency, notice of protest and nonpayment, notice of
intent to accelerate, notice of acceleration, notice of costs, expenses and
losses and interest thereon and notice of interest on interest and diligence in
taking any action to collect any amounts Miles owes under this Note. In the
event of any action to collect or enforce this Note, the prevailing party shall
be entitled to an award from the losing party of reasonable attorney's fees in
addition to the other proper costs of action. This Note shall be governed by and
construed in accordance with the laws of the State of California, Miles and
Payee each submit to the appropriate state or federal courts in California and
Miles waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action.

      This Note shall constitute the complete and exclusive agreement of Miles
and Payee with respect to the payment of the amounts owing hereunder and
supersedes all prior oral or written understandings. No term or provision of
this Note may be amended, waived, discharged or terminated except by a written
instrument signed by Miles and the Payee. No extension of time for payment or a
part of any amount owing hereon nor any delay or omission on the part of the
Payee hereof in exercising any right hereunder at any time shall operate as a
waiver of the right of the Payee to enforce the terms of this Note or under any
other document or instrument executed or delivered in connection with this Note.
This Note and all covenants, promises and agreements contained herein shall be
binding upon the Miles and his successors, representatives, and assigns, and
shall inure to the benefit of the Payee and its successors and assigns.

      IN WITNESS WHEREOF, Miles has executed this Note as of the date first
written above.


                                       /s/ ERIC L. MILES
                                       -----------------------------------------
                                       Eric L. Miles