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                                                                   EXHIBIT 4.4

                        SCHEDULE OF INVESTOR'S AGREEMENTS

1)       Investor's Agreement by and between Factory Automation & Computer
         Technologies, Inc. and Warburg, Pincus Investors, L.P. dated as of
         February 14, 1996 for the purchase of 1,315,790 shares of Series D
         preferred stock for $3,000,000.

2)       Investor's Agreement by and between Factory Automation & Computer
         Technologies, Inc. and Warburg, Pincus Investors, L.P. dated as of
         April 25, 1996 for the purchase of 1,754,388 shares of Series D
         preferred stock for $4,000,000.

3)       Investor's Agreement by and between Factory Automation & Computer
         Technologies, Inc. and Warburg, Pincus Investors, L.P. dated as of
         August 20, 1996 for the purchase of 800,000 shares of Series D
         preferred stock for $2,000,000.

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                FACTORY AUTOMATION & COMPUTER TECHNOLOGIES, INC.

                              INVESTOR'S AGREEMENT



                  This Investor's Agreement (this "Agreement") is entered into
as of the (the "Effective Date") by and among Factory Automation & Computer
Technologies, Inc., a New York corporation (the "Company"), and (the
"Investor").

                  In consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement, the Company
and the Investor mutually agree as follows:

                  1.       Action by the Company.

                  1.1      Issuance of Stock. The Company issued and sold an
aggregate of ______ shares of Series D Preferred Stock of the Company to
Investor, for ____ per share, on [Date]. The issuance and delivery of the Series
D Preferred Stock by the Company to the Investor took place at the offices of
[Investor's office]. The Company hereby acknowledges it has received funds in
the aggregate amount of $______ from Investor as consideration for such
issuances and sales.

                  2.       Waiver of Anti-Dilution Provisions.

                  2.1      Waiver as to Series B and Series C Anti-Dilution
Rights. The Investor hereby waives the anti-dilution rights accorded to the
Series B and Series C Preferred Stock (originally issued and sold for $2.40 per
share) as granted in Section 5 of the Restated Certificate of Incorporation of
the Company, as currently in effect, with respect to the following transactions
(and only the following transactions):

                  (a)      The issuance as of May 11, 1995 of a Warrant
permitting the Investor to purchase up to either 578,531 or 1,301,696 shares of
Common Stock for $1.80 per share -- including any future exercise thereof; and

                  (b)      The issuance of the Series D Preferred Stock pursuant
to this Agreement for $2.28 per share -- including any future conversion
thereof.

                  2.2      Waiver as to Warrant Anti-Dilution Rights. The
Investor further waives the anti-dilution rights provided for the Warrant dated
as of September 19, 1995 (exercisable for $2.94 per share) as granted in Article
IV thereof, with respect to the following transaction (and only the following
transaction): the issuance of the Series D Preferred Stock pursuant to this
Agreement for $2.28 per share -- including any future conversion thereof. 1.1

                  3.       Representations and Warranties of the Company.

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                  The Company represents and warrants to the Investor that:

                  3.1      Authorization. The Company has all requisite
corporate power and authority to execute, deliver and perform this Agreement.
All corporate action on the part of the Company and its officers, directors and
stockholders necessary for the Company's authorization, execution, delivery and
performance of all obligations of the Company under this Agreement has been
taken. This Agreement constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms.

                  3.2      Validity of Stock. The Series D Preferred Stock that
was issued to the Investor on [Date] (the "Shares") is duly authorized and, is
duly and validly issued, fully paid and nonassessable with no personal liability
attaching to the ownership thereof, and is free and clear of all liens, charges,
restrictions, claims and encumbrances imposed by or through the Company.

                  3.3      Governmental Consents. All consents, approvals,
orders or authorizations of, or registrations, qualifications, designations or
filings with any federal or state governmental authority on the part of the
Company required in connection with the consummation of the transactions
described by this Agreement shall have been obtained prior to, and be effective
as of, the Effective Date except that any notices of sale required to be filed
with the Securities and Exchange Commission ("SEC") pursuant to Regulation D
promulgated under the Securities Act of 1933, as amended (the "Act"), or any
state securities law authority pursuant to applicable blue sky laws may be filed
within the applicable periods therefor.

                  3.4      Compliance with Other Instruments. The Company will
not, as of the Effective Date, be in violation of any provisions of its Restated
Certificate of Incorporation or its By-Laws, each as in effect as of such date,
or in any material respect of any provision of any indenture, instrument or
contract to which it is a party, or of any provision of any federal or state
judgment, writ, decree, order, statute, rule or governmental regulation
applicable to the Company. The execution, delivery and performance of this
Agreement and the Shares, or either of them, will not result in any such
violation or be in conflict with or constitute a default under any such
provision, or result in the creation or imposition of any lien, charge,
restriction, claim or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.

                  3.5      Private Sale. Neither the Company nor any person
authorized or employed by the Company as an agent, broker, dealer or otherwise
has sold or offered any of the Series D Preferred Stock authorized by the
Company or other securities of the Company or has solicited any offers to buy
any of such Series D Preferred Stock or other securities of the Company from, or
otherwise negotiated or sought to negotiate in respect thereof with, any person,
firm or corporation, or will take any other action (including, without
limitation, any offer, issuance or sale of any security of the Company under
circumstances that might require the integration of the offer or sale of such
security with the offer or sale of the Series D Preferred Stock under the Act or
the rules and regulations of the SEC thereunder), so as to bring the


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issuance and delivery of the Series D Preferred Stock under the circumstances
contemplated by this Agreement, within the provisions of Section 5 of the Act.
The issuance and delivery of the Series D Preferred Stock is exempt from the
registration requirements of the Act and any applicable state securities laws.

                  4.       Representations and Warranties of the Investor. The
Investor represents and warrants to the Company, that:

                  4.1      Authorization. All action on the part of the Investor
necessary for the Investor's authorization, execution, delivery and performance
of all obligations of the Investor under this Agreement has been taken. This
Agreement shall constitute a legal, valid and binding obligation of the
Investor, enforceable against the Investor in accordance with its terms.

                  4.2      Compliance with Other Instruments. The execution,
delivery and performance of this Agreement by the Investor will not conflict
with or result in a violation of any provision of the Investor's limited
partnership agreement or certificate of limited partnership, each as amended to
date.

                  4.3      Investment Representations.

                  4.3.1    This Agreement is made with the Investor in reliance
upon the Investor's representation to the Company, which by the acceptance
hereof the Investor hereby confirms, that the Shares were acquired for
investment for its own account, not as a nominee or agent, and not with a view
to the sale or distribution of all or any part thereof absent the registration
of such Shares under the Act and any applicable state securities laws, or
pursuant to a valid exemption from such registration requirements, and the
Investor has no present intention of selling, granting, participation in, or
otherwise distributing the same. By executing this Agreement, the Investor
further represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to such
person, or to any third person, with respect to any of the Shares.

                  4.3.2    The Investor understands that at the time of
issuance, the Shares may not have been registered under the Act on the ground
that the sale provided for in this Agreement and the issuance of the Shares was
made in reliance upon an exemption from the registration requirements of the Act
pursuant to Section 4(2) thereof as a transaction by an issuer not involving a
public offering or pursuant to Section 3(b) thereof, and is similarly exempt
under any other applicable state securities laws, and that the Company's
reliance on such exemption is predicated on the Investor's representations as
set forth herein.

                  4.3.3    The Investor represents that it is experienced in
evaluating and investing in private companies such as the Company, is able to
fend for itself in the transactions described by this Agreement, has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment, and has the ability to


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bear the economic risks of its investment. The Investor further represents that
it has had access, during the course of the transaction and prior to the
issuance of the Shares, to information concerning the Company and that it has
had during the course of the transaction and prior to the issuance of the
Shares, the opportunity to ask questions of, and receive answers from, the
Company concerning the terms and conditions of the offering and the Company's
business, management and financial affairs, and to obtain additional information
(to the extent the Company possessed such information or could acquire it
without unreasonable effort or expense) necessary to verify the accuracy of any
information furnished to it or to which had access.

                  4.3.4    The Investor represents that it is an "accredited
investor" as defined in Rule 501 of Regulation D promulgated under the Act.

                  4.3.5    The Investor understands that the Shares may not be
sold, transferred or otherwise disposed of without registration under the Act
and any applicable state securities laws absent an exemption therefrom, and that
in the absence of an effective registration statement covering the Shares or an
available exemption from registration under the Act and any applicable state
securities laws, the Shares must be held indefinitely. In particular, the
Investor is aware that the Shares may not be sold pursuant to Rule 144
promulgated under the Act unless all the conditions of that Rule are met. Among
the conditions for use of Rule 144 may be the availability of current and
adequate information to the public about the Company. Such information is not
now available and the Company has no current plans to make such information
available.

                  4.3.6    The Investor agrees that in no event will it sell,
transfer or otherwise dispose of any of the Shares (other than pursuant to an
effective registration statement under the Act and any applicable state
securities laws), unless and until it or its proposed transferee shall have
furnished to the Company an opinion, reasonably satisfactory to the Company, of
counsel reasonably satisfactory to the Company, prepared at the expense of the
Investor or its proposed transferee, to the effect that such transfer may be
made without registration under the Act and all applicable state securities
laws.

                  4.4      Legends.

                  4.4.1    All documents and certificates evidencing the Shares
shall bear a legend substantially to the following effect until the same is no
longer required under the Act:

         THESE SHARES OF SERIES D PREFERRED STOCK HAVE NOT BEEN REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
         SECURITIES LAWS AND TRANSFERRED, NOR WILL ANY ASSIGNEE OR ENDORSEE
         HEREOF BE RECOGNIZED AS AN OWNER OR HOLDER HEREOF BY THE COMPANY FOR
         ANY PURPOSE UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
         1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS APPLICABLE


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         TO THESE SHARES OF SERIES D PREFERRED STOCK SHALL THEN BE IN EFFECT OR
         UNLESS THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION WITH RESPECT
         TO ANY PROPOSED TRANSFER OR DISPOSITION OF THESE SHARES OF SERIES D
         PREFERRED STOCK SHALL BE ESTABLISHED IN AN OPINION OF COUNSEL
         SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                  4.4.2    The documents and certificates evidencing the Shares
shall also bear any legend required by any applicable state securities law.

                  5.       Miscellaneous.

                  5.1      Survival of Representations and Warranties. The
representations and warranties of the parties shall survive the Effective Date
and the issuance of the Shares.

                  5.2      Entire Agreement. This Agreement and the documents
referred to herein constitute the entire agreement among the parties and
supersede all prior communications, representations, understandings and
agreements of the parties with respect to the subject matter hereof and thereof,
and no party shall be liable or bound to any other party in any manner by any
warranties, representations or covenants except as specifically set forth herein
or therein. Nothing in this Agreement, express or implied, is intended to confer
upon any third party any rights, remedies, obligations or liabilities under or
by reason of this Agreement, except as expressly provided in this Agreement.

                  5.3      Governing, Law. This Agreement shall be governed by
and construed under the laws of the State of New York, as it applies to a
contract executed, delivered and performed in the State of New York.

                  5.4      Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  5.5      Titles and Subtitles. The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

                  5.6      Notices. Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon
personal delivery, upon transmission thereof if sent by facsimile transmission,
on the second business day after delivered to an air courier company for express
delivery or on the seventh business day after deposit with the United States
Post Office, by registered or certified mail, postage prepaid, addressed as
follows:

                           INVESTOR


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                           [Investor's name, address, fax number and contact
                           person]

                           COMPANY

                           Factory Automation & Computer Technologies, Inc.
                           3 Tallow Wood Drive
                           Clifton Park, New York 12065
                           Facsimile: (404) 447-4995
                           Attention: Chief Executive Officer

Any party may designate a new address by five days advance written notice to the
other party.

                  5.7      Finders' Fees. Each party hereto represents that it
neither is, nor will be, obligated for any finders' fee or commission in
connection with this transaction.

                  5.8      Expenses. The Company and the Investor shall pay all
costs and expenses that they incur with respect to the negotiation, execution
and delivery of this Agreement and the transactions contemplated hereby.

                  5.9      Amendments and Waivers. Any term of this Agreement
may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the Investor.

                  5.10     Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto. Except to the extent otherwise provided for herein, neither this
Agreement nor the rights of the parties hereunder may be assigned without the
written consent of the non-assigning party.


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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                    FACTORY AUTOMATION & COMPUTER
                                    TECHNOLOGIES, INC.

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


                                    [Investor]

                                    By:
                                       -----------------------------------------
                                    Name
                                    Position


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