AVID DRAFT JUNE 29, 1998
       GEMINI-NT FILE CLIENT SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT
       -----------------------------------------------------------------

     AUGMENT SYSTEMS,  Inc., a Delaware  corporation with its principal place of
business  located at Two Robbins  Road,  Westford,  MA  01886-4113  ("Augment"),
hereby agrees to license  certain  Software (as that term is herein  defined) to
Avid Technology,  Inc., a Delaware  corporation with a place of business located
at Metropolitan  Technology  Park, One Park West,  Tewksbury,  MA 01876 ("Avid")
pursuant to the terms and conditions set forth herein, all as of June 30, 1998.

     Whereas,  Augment  has  developed  certain  proprietary  software  for  the
     transfer and storage of large files over local and wide area networks;

     Whereas,  Avid is interested in developing a real-time video shared storage
     subsystem  and has  evaluated  the  feasibility  of using and/or  modifying
     Augment's proprietary software for use in such a shared storage system;

     Whereas,  Avid wishes to license certain of Augment's  proprietary software
     for the purpose of this product development;

     Now Therefore, for good and valuable consideration, the receipt of which is
     hereby acknowledged, the parties agree:

Section 1.  DEFINITIONS.

     The following  italicized terms shall have the  correspondent  meanings set
forth below.

     "Agreement"  shall mean this  Gemini-NT  File Client  Software  License and
     Distribution Agreement and any schedules hereto,  including any amendments,
     revisions, additions, or deletions thereto.

     "Avid  Derived  Works" shall mean  modifications  based upon or  derivative
works of the Software in any form.

     "Augment  Field of Use" shall  mean the  Geographical  Information  Systems
     Field of Use, the Medical Imaging Systems Field of Use and the Printing and
     Publishing Field of Use, but shall not include the Avid Field of Use.

     "Avid Field of Use" shall mean software,  systems and processes relating to
     (i) the capture, creation, manipulation, storage, transmission,  management
     and/or display of film,  video or other motion images or audio  (including,
     without  limitation,  still-frame  images  intended  to be used  in  motion
     images); or (ii) news or broadcast production.  The Avid Field of Use shall
     not include the Augment Field of Use.

     "Binary Code" shall refer to copies of the Software, including any Software
     incorporating  Avid Derived Works, in binary  language,  stored in whatever
     media.

     "Bug"  shall  mean  any  error  in  the  Software  which  causes   repeated
     malfunctions in the operations or functions of the Software.



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     "Designated  Location"  shall mean Avid's current  facility at Metropolitan
     Technology Park, One Park West,  Tewksbury,  MA 01876,  other Avid research
     and  development  sites  identified  on  Schedule D hereto,  and such other
     locations at which Avid shall conduct research and development from time to
     time,  provided,  however,  that no  Designated  Location  (other  than the
     Designated  Locations  identified  on  Schedule  D) shall be outside of the
     United States.

     "Geographical  Information  Systems  Field of Use" shall mean the following
     processes or activities  which utilize a large database of terrain data and
     scan,  digitize,  or enhance  for  analysis,  including  but not limited to
     photogrammetry,   land  visualization,   satellite  image  acquisition  and
     enhancement, spatial information systems, digital orthophoto, digital image
     acquisition, mapping, and aerial photography.

     "Independent  Contractor"  shall mean any Person  (other than  employees of
     Avid) to whom Avid grants access to the Source Code.

     "Medical  Imaging Systems Field of Use" shall mean the following  processes
     or  activities  which  utilize  a  large  database  of  computer   enhanced
     two-dimensional or three-dimensional  data for medical analysis,  including
     but not  limited  to MRI,  CT,  radiology  (x-ray),  radiology  information
     systems, healthcare information systems, nuclear medicine, ultrasound, cine
     imagery,  teleradiology,  picture  archiving  and  communications  systems,
     mini-PACS,  digital  imaging  communications  in medicine,  and  diagnostic
     viewing.

     "Person" shall mean and include any individual, partnership, joint venture,
     firm, limited liability company, corporation,  association, trust, or other
     enterprise,  or any entity or agency of local,  state,  federal, or foreign
     government.

     "Printing and  Publishing  Field of Use" shall mean processes or activities
     which utilize a database of image and text data, and which data is scanned,
     digitized, manipulated or enhanced for display or printing in the following
     industries:  newspapers (SIC 2711); periodicals (SIC 2721); book publishing
     (SIC 2731); book printing (SIC 2732);  miscellaneous publishing (SIC 2741);
     commercial printing,  lithographic (SIC2752);  commercial printing, gravure
     (SIC 2754); commercial printing, n.e.c. (SIC 2759); manifold business forms
     (SIC 2761);  greeting cards (SIC 2771);  blankbooks and loose-leaf  binders
     (SIC  2782);  bookbinding  and  related  work (SIC  2789);  printing  trade
     services (SIC 279); in-house printing;  in-plant printing;  graphic design;
     advertising design (SIC 731).


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     "Proprietary  Information"  shall have the  meaning  ascribed  to it in the
     Bilateral  Confidentiality  Agreement by and between  Augment and Avid (the
     "Confidentiality  Agreement"),   attached  as  hereto  as  Schedule  B  and
     incorporated into this Agreement.

     "Software" shall mean each computer program described in Schedule A to this
     Agreement.

     "Source  Code"  shall  refer to copies of the  Software  in any source code
     language, in whatever form.

Section 2.  GRANT OF SOURCE CODE LICENSE.

(a)  Augment  hereby  grants  to Avid a  non-exclusive,  irrevocable,  perpetual
     license to use,  modify,  copy, or make derivative works of the Source Code
     to the  extent  expressly  provided  in this  Section  2 and  solely at the
     Designated  Location  for the  consideration  set forth in Section 2(c) and
     subject to the terms and  conditions  otherwise set forth in this Agreement
     (the "Source Code  License").  Subject to the terms and  conditions of this
     Agreement,  Augment  further grants to Avid a  non-exclusive,  irrevocable,
     perpetual  license  under any patents,  copyrights,  trade secrets or other
     intellectual  property  rights  owned or  licensed  by  Augment at any time
     during the terms of this Agreement to the extent  necessary to exercise any
     right and license granted under this Agreement.  The Source Code License is
     non-transferable,  non-assignable,  and without  the right to  sub-license,
     except  in   connection   with  the  sale  to  any  Person  (a   "Permitted
     Sublicensee")  of a line of Avid's  business  that includes the transfer of
     substantially  all rights in one or more  products  related to the Software
     and  all  obligations  under  this  Agreement.  Notwithstanding  any  other
     provision in this Agreement,  the Source Code License shall not include any
     right to market, distribute, or publicly perform or display any form of the
     Source Code, or to make the Source Code available to any Person that is not
     an employee or an Independent  Contractor or Permitted  Sublicensee of Avid
     modifying or making derivative works of the Software on behalf of Avid.

(b)  RIGHTS GRANTED BY THE SOURCE CODE.

         (i)    Avid shall exclusively own all right, title, and interest in any
                Avid Derived Works of the Source Code and associated Binary Code
                only to the extent of Avid's modifications or alterations to the
                Source Code.

         (ii)   Avid agrees to give notice of Augment's  proprietary interest in
                the Software and the  provisions  of this  Agreement to any Avid
                employee to whom the Source Code is made  available.  Avid shall
                require  any  Independent   Contractor   granted  access  to  or
                information  about the Source  Code to execute a  Non-Disclosure
                Agreement  containing  substantially  the provisions in the form
                attached as Schedule C.

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         (iii)  In no case shall Avid have any  ownership  interest in Augment's
                SOURCE CODE OR  preexisting  work embodied in the Software,  nor
                shall any aspect of the Source  Code  License  affect the scope,
                duration,   ownership,   or  substance  of  Augment's  ownership
                interest in the SOURCE CODE OR THE Software.

(c)  Consideration. As consideration for the Source Code License, Avid agrees to
     pay to Augment,  upon the execution of this Agreement by both parties,  one
     hundred   thousand    dollars   (US   $100,000.00)    (the   "Source   Code
     Consideration").  The Source  Code  Consideration  shall take the form of a
     check or wire transfer to a financial  institution  of Augment's  selection
     and the  delivery  thereof  shall be a  condition  precedent  to  Augment's
     obligations under the Source Code License.

(d)  Change of Designated  Location.  Upon the written request of Augment,  Avid
     shall provide  Augment with a list of the  Designated  Locations  where the
     Source Code is maintained.

(e)  Acknowledgment  of Source Code. Upon receipt of the Source Code, Avid shall
     sign a hard copy reproduction of the Source Code  acknowledging  receipt of
     the Source Code.

(f)  Bug  Notification.  For a period of one year from the date of  execution of
     this Agreement and to the extent reasonably  practicable,  Avid and Augment
     agree to notify each other of any Bugs discovered by the respective parties
     or by any third party with access to the  Software  acting on such  party's
     behalf.  Such  notification  shall  include any  available  information  on
     conditions  under  which  the  Bug  arises  and  any  other  relevant  data
     concerning the existence of such Bug.

Section 3.  GRANT OF BINARY CODE LICENSE.

(a)  Except as provided in Section 10(e) of this  Agreement,  Augment  grants to
     Avid a non-exclusive  worldwide irrevocable perpetual license to use, copy,
     modify,  prepare  derivative  works  of,  market,   distribute,   sell  and
     sublicense the Binary Code  (including any Binary Code  incorporating  Avid
     Derived Works) for the consideration set forth in Section 3(d)(i) and (ii),
     subject to the terms and  conditions  otherwise set forth in this Agreement
     (the  "Binary  Code  License").  The Binary Code  License  permits  Avid to
     license the Binary Code to end-users,  resellers,  distributors,  VARs, and
     OEMs. Such resellers,  distributors,  VARs, and OEMs may grants sublicenses
     to end  users.  Within  forty-five  (45)  days of the end of each  calendar
     quarter,  Avid agrees to provide Augment a report indicating  royalties due
     and payment  received of or for all licenses  granted  during such calendar
     quarter.


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<PAGE>


(b)  Avid  hereby  grants  to  Augment  (and  any  certified  public  accountant
     designated by Augment) the right to audit Avid's books and records relative
     to the Binary Code License on reasonable  prior  written  notice and during
     Avid's normal  business  hours.  Such audits shall not take place more than
     twice per calendar year. In the event that such review determines that Avid
     has underrepresented  licensing royalties by more than ten percent (10%) in
     any period,  Avid shall assume the reasonable cost of such review,  and, in
     addition to the  royalties  due,  shall  immediately  pay to Augment a late
     payment charge of 1.5% per month based on royalties due.

(c)  All Avid licenses or  sub-licenses  of Binary Code shall contain  customary
     prohibitions  against the  sublicensee's  decompilation and modification of
     the Software, except to the extent that such prohibitions are restricted by
     law.

(d)  Consideration.

         (i)     Binary  Code  Royalty.  As  consideration  for the Binary  Code
                 License,  and subject to the  provisions of Sections  3(d)(iii)
                 and  3(d)(iv) of this  Agreement,  Avid agrees to pay Augment a
                 royalty  (the   "Binary   Code   Royalty")  on  all  of  Avid's
                 sublicenses of the Software  (including on sublicenses  granted
                 by VARs,  OEMs,  resellers,  and  distributors  insofar as such
                 VARs, OEMs, resellers, or distributors copy the Binary Code and
                 distribute such copies,  and do not merely sublicense copies of
                 the Binary Code as provided by Avid),  based upon the following
                 marginal rate schedule.  Only one (1) royalty  payment per copy
                 of the  Software  shall be due.  Payments  shall be due  within
                 forty-five  (45) days of the end of each  calendar  quarter  in
                 which such sublicenses were granted.  Avid shall be entitled to
                 grant up to seventy five (75)  sublicenses  of the Software for
                 evaluation,  demonstration,  or similar  purposes  without  the
                 payment of the Binary Code Royalty hereunder.


               COPY SUB-LICENCED          MARGINAL BINARY CODE ROYALTY
               -----------------          ----------------------------
            Copy #1 through #4,999            US $ 100.00 per copy
          Copy #5,000 through #9,999           US $75.00 per copy
         Copy #10,000 through #12,499          US $50.00 per copy
           Copy # 12,500 or greater            US $0.00 per copy



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<PAGE>

                For example,  if Avid  sublicensed  13,100  copies of the Binary
                Code,  the total Binary Code Royalty owed to Augment would be US
                $999,775  ($499,900  for copies 1 through  4,999;  $374,925  for
                copies 5,000 through  9,999;  $124,950 for copies 10,000 through
                12,499; and $0 for copies 12,500 through 13,100).

         (ii)    Incremental Royalty on Certain Sales. As further  consideration
                 for the Binary Code License, in the event that Avid or any Avid
                 VAR, OEM, reseller, or distributor  sublicenses the Binary Code
                 (including any Binary Code incorporating Avid Derived Works) or
                 the Mac Software (as defined  below) or any  derivations of the
                 Mac Software  created by or on behalf of Avid for use primarily
                 in the  Augment  Field of Use,  Avid  agrees to pay Augment (in
                 addition to the royalty set forth in Section 3(d)(i) above), an
                 incremental  royalty on each such  sublicense  in the amount of
                 two thousand  dollars (US $2,000) within thirty (30) days after
                 written notification thereof from Augment. In the event Augment
                 does not so notify Avid within one hundred eighty (180) days of
                 the  sublicense  or thirty  days  after  the date that  Augment
                 receives  actual  notice  of  such  sublicense,   whichever  is
                 earlier,  then no  incremental  royalty  will be required to be
                 paid.

         (iii)   Entertainment  Market  Buyout.  At any time prior to 5:00 pm on
                 December 31, 1998, Avid, in its sole  discretion,  may elect to
                 make a lump sum  payment  (the  "Entertainment  Buyout") of two
                 hundred   and   fifty    thousand    dollars   (US    $250,000)
                 ("Entertainment Buyout Fee") in lieu of the Binary Code Royalty
                 for  sub-licenses  of the Binary Code in the Avid Field of Use.
                 If Avid elects to pay the Entertainment  Buyout Fee, the Binary
                 Code License in the Avid Field of Use shall thereafter be fully
                 paid up and  royalty  free for an  unlimited  number of copies.
                 Election of the  Entertainment  Buyout shall be effective  upon
                 Augment's  receipt of the Entertainment  Buyout Fee;  Augment's
                 failure to receive the  Entertainment  Buyout Fee by 5:00 pm on
                 December   31,   1998   shall   constitute   a  waiver  of  the
                 Entertainment Buyout.

         (iv)   `Other Market' Buyout.  At any time prior to 5:00 pm on December
                31, 1998, Avid, in its sole discretion, may elect to make a lump
                sum  payment  of two  hundred  and fifty  thousand  dollars  (US
                $250,000)  ("`Other  Market'  Buyout Fee") in lieu of the Binary
                Code Royalty for  sub-licenses of the Binary Code to all markets
                except

                    (A) the Augment Field of Use; and

                    (B) the Avid Field of Use.


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<PAGE>

                If  Avid  elects  to  pay  the  `Other   Market'   Buyout,   all
                sub-licenses  of Binary  Code in all  markets  other  than those
                listed in this  Section  3(iv)(A)  and (B) shall  thereafter  be
                fully  paid up and  royalty  free  for an  unlimited  number  of
                copies. Election of the `Other Market' Buyout shall be effective
                upon  Augment's  receipt  of  the  `Other  Market'  Buyout  Fee;
                Augment's  failure to receive the `Other  Market'  Buyout Fee by
                5:00 pm on December  31, 1998 shall  constitute  a waiver of the
                `Other Market' Buyout.

         (v)     The  parties  acknowledge  and agree that  Augment  and Polybus
                 Systems  Corporation  ("Polybus")  are  parties  to  a  certain
                 agreement  dated  August  1,  1996  (the  "Polybus  Agreement")
                 related to the  development  and license of Augment's  existing
                 AFX 410 network file server  system (the "AFX  Software").  The
                 Polybus Agreement contains a certain non-competition  provision
                 pursuant  to which  Polybus  agreed not to  license,  sell,  or
                 transfer  the AFX  Software  to any party  for a  purpose  that
                 competes with Augment in the Printing and  Publishing  Field of
                 Use  without  the  express  written  consent  of  Augment  (the
                 "Polybus   Non-compete").   Avid  and  Polybus  are   presently
                 negotiating  an agreement  regarding the license,  modification
                 and  distribution  of a  certain  computer  program  (the  "Mac
                 Software")  which implements a Macintosh file system client and
                 was  derived  from the AFX  Software.  Augment  agrees that the
                 Polybus  Non-compete  shall not apply to Avid or  Polybus  with
                 respect to any license,  sale,  or transfer of the Mac Software
                 by Avid in the  Augment  Field of Use,  provided  that any such
                 license,  sale,  or transfer  shall be governed by the terms of
                 Section 3(d)(ii) above.

Section 4.  OWNERSHIP OF THE SOFTWARE.

(a)      Avid  acknowledges  that all right,  title and interest,  including all
         patents,  copyrights,  and trade secret rights, in the Software (except
         for Avid's right to ownership of the Avid Derived  Works  expressly set
         forth in Section 2(a)(i)) are the exclusive  property of Augment or its
         assigns.  Avid  further  acknowledges  that  nothing  contained in this
         Agreement  shall be  construed  to convey  any  rights  or  proprietary
         interest in the  Software,  other than the  specific  licenses  granted
         hereunder.  Avid covenants that it shall not, at any time, challenge or
         contest the validity,  ownership,  title in and to the Software (except
         for Avid's right to ownership of the Avid Derived  Works  expressly set
         forth in Section 2(a)(i)) or the validity of the Agreement. Avid agrees
         to execute any documents that Augment may reasonably  request from time
         to time so as to ensure that all right,  title,  and interest in and to
         the Software  (except for Avid's right to ownership of the Avid Derived
         Works expressly set forth in Section 2(a)(i)) resides in Augment.


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(b)      Augment acknowledges that all right, title and interest,  including all
         patents, copyrights, and trade secret rights, in the Avid Derived Works
         (except for  Augment's  right to  ownership  of the  preexisting  works
         embodied in the  Software)  are the  exclusive  property of Avid or its
         assigns.  Augment further  acknowledges  that nothing contained in this
         Agreement  shall be  construed  to convey  any  rights  or  proprietary
         interest in the Avid Derived  Works.  Augment  covenants  that it shall
         not, at any time, challenge or contest the validity,  ownership,  title
         in and to the  Avid  Derived  Works  (except  for  Augment's  right  to
         ownership of the  preexisting  works  embodied in the  Software) or the
         validity of the Agreement. Augment agrees to execute any documents that
         Avid may reasonably  request from time to time so as to ensure that all
         right, title, and interest in and to the Avid Derived Works (except for
         Augment's right to ownership of the  preexisting  works embodied in the
         Software) resides in Avid.

Section 5.  SOFTWARE SUPPORT.

         Augment  agrees to provide a total of twenty  (20)  hours of  telephone
         support service ("Telephone  Support") to assist Avid in development of
         Avid Derived Works,  without  additional  cost to Avid.  This Telephone
         Support shall consist of not more than five (5) hours of service in any
         seven (7) day period,  and in any event shall be concluded  (whether or
         not all 20 hours are  requested  or  provided)  no later than three (3)
         months from the date hereof.  In addition,  Augment will make available
         to Avid an Augment  representative who is reasonably  knowledgeable and
         trained in the  operation of the Software  (the  "Representative")  who
         will assist Avid with  installation of the Software for a period of two
         (2)  consecutive  days.  Such  Representative  shall, in Augment's sole
         discretion  provide service to Avid either at Augment's facility in San
         Diego, California, or at the Designated Location.

Section 6.  AUGMENT INDEMNIFICATION.

(a)      Augment  shall defend or, at its option,  settle  (with Avid's  written
         consent,  which  shall  not be  unreasonably  withheld),  any  claim or
         proceeding  brought  against  Avid to the extent that it is based on an
         assertion that the Software, as provided to Avid, infringes any patent,
         copyright,  trade secret or other  intellectual  property  right of any
         third party and shall  indemnify Avid against all costs,  damages,  and
         expenses (including  reasonable attorneys fees) finally awarded against
         Avid which result from any such claim,  provided that Avid shall notify
         Augment  promptly in writing of any such claim or proceeding  and gives
         Augment full and complete  authority,  information,  and  assistance to
         defend such claim or proceeding,  and further  provided that Avid gives
         Augment sole control of the defense of any such claim or proceeding and
         all negotiations for its compromise or settlement. No delay on the part
         of Avid in notifying  Augment shall relieve Augment from any obligation
         hereunder  unless (and then solely to the  extent)  Augment  thereby is
         prejudiced.  Should any Software, as

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         provided  by  Augment,  become,  or in  Augment's  opinion be likely to
         become, the subject of a claim of infringement,  Augment shall have the
         right, at Augment's option and expense:

         (i)  to procure for Avid the right to continue using it; or

         (ii) to  replace  or  modify  it  with  a  non-infringing   version  of
              substantially equivalent function and performance.

(b)      Augment shall have no liability or obligation to Avid hereunder for any
         infringement to the extent based upon:

         (i)  the  combination  of the Software with other products not produced
              by Augment if such infringement would not have arisen but for such
              combination;

         (ii) any use of  Software in the  practice of a process not  authorized
              pursuant to this Agreement; or

        (iii) modifications by Avid to the Software if such  infringement  would
              not have arisen but for such modifications.

(c)      Augment shall have no obligation for any costs incurred by Avid without
         Augment's  prior  written  authorization.  In no event shall  Augment's
         liability to indemnify Avid  hereunder  exceed the amounts paid by Avid
         to Augment for the infringing  Software.  In the event that Avid incurs
         or suffers  any costs,  damages,  liabilities  or expenses in excess of
         Augment's indemnification  obligation ("Infringement Costs"), the total
         amount of such Infringement Costs shall be treated as prepaid royalties
         under Section 3(d) hereof.

Section 7.  AVID INDEMNIFICATION.

(a)      Avid shall  defend or, at its option,  settle (with  Augment's  written
         consent,  which  shall  not be  unreasonably  withheld),  any  claim or
         proceeding brought against Augment to the extent that it is based on an
         assertion that Avid Derived Works infringe any patent, copyright, trade
         secret or other  intellectual  property  right of any  third  party and
         shall  indemnify  Augment  against  all costs,  damages,  and  expenses
         (including  reasonable  attorneys fees) finally awarded against Augment
         which result from any such claim,  provided  that Augment  shall notify
         Avid promptly in writing of any such claim or proceeding and gives Avid
         full and complete authority, information, and assistance to defend such
         claim or proceeding,  and further provided that Augment gives Avid sole
         control  of the  defense  of any  such  claim  or  proceeding  and  all
         negotiations for its compromise or settlement.  No delay on the part of
         Augment  in  notifying  Avid  shall  relieve  Avid from any  obligation
         hereunder  unless  (and then  solely to the  extent)  Avid  thereby  is
         prejudiced.

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<PAGE>

(b)  Avid shall have no liability or  obligation  to Augment  hereunder  for any
     infringement to the extent based upon:

     (i)      to the extent based on the Software as provided by Augment;

     (ii)     the  combination of the Avid Derived  Software with other products
              not  manufactured,  sold or licensed by Avid if such  infringement
              would not have arisen but for such combination;

     (iii)    modifications  to Avid Derived  Software not made or authorized by
              Avid if such  infringement  would  not  have  arisen  but for such
              modifications.

(c)      Avid shall have no obligation for any costs incurred by Augment without
         Avid's prior written authorization.

Section 8.  Warranty; Disclaimers; Limitation of Liability.

(a)  Augment and Avid  warrant and  represent to one another that that they have
     the right,  power,  and authority to enter into this  Agreement;  that this
     Agreement has been duly  executed and  delivered;  and that this  Agreement
     does not contravene any other  agreement to which either Augment or Avid is
     party or either of their charters or organizational documents.

(b) Augment further represents and warrants to Avid as follows:

         (i)    Augment has full and  exclusive  right to grant all licenses and
                rights granted  herein,  and that the Software does not infringe
                any patents,  copyrights,  trade secrets,  or other  proprietary
                rights of any third party; and

         (ii)   The  Software  shall  conform in all  material  respects  to the
                specifications and functions set forth in Schedule A.

(c)  EXCEPT AS  EXPRESSLY  SET FORTH IN THIS  SECTION  8,  AUGMENT  SHALL NOT BE
     DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY,  EXPRESS OR IMPLIED, AS
     TO THE  CONDITION,  MERCHANTABILITY,  DESIGN,  OPERATION,  OR FITNESS FOR A
     PARTICULAR PURPOSE OF THE SOFTWARE OR ANY OTHER  REPRESENTATION OR WARRANTY
     WHATSOEVER,  EXPRESS OR IMPLIED,  IN LAW OR IN FACT, ORAL OR WRITTEN,  WITH
     RESPECT TO THE SOFTWARE.

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<PAGE>

(d)  IN  NO  EVENT  SHALL  EITHER  PARTY  BE  LIABLE  FOR  SPECIAL,  INCIDENTAL,
     CONSEQUENTIAL,  OR TORT DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
     POSSIBILITY OF SUCH DAMAGES.

Section 9.  PROPRIETARY RIGHTS; NON-DISCLOSURE.

(a)  The terms and conditions of the Confidentiality  Agreement are incorporated
     herein  by  reference  and  shall  govern  the  disclosure  of  Proprietary
     Information by one party to the other party hereunder.  Notwithstanding the
     terms of the Confidentiality Agreement, each party shall have the right and
     license  to use the other  party's  Proprietary  Information  to the extent
     provided by Licenses herein for the purposes of this Agreement.

(b)  Each party's obligations to protect the confidential and proprietary nature
     of Proprietary  Information  shall survive any termination or expiration of
     these licenses for any reason.

Section 10.  TERMINATION.

(a)  This Agreement shall be effective on the date first above written and shall
     remain in force until terminated as provided below.

(b)  Avid, at its option,  shall have the right to terminate  this  Agreement at
     any time. Any such  termination  shall be made by written notice to Augment
     and shall become effective thirty (30) days after giving such notice.

(c)  If Avid fails to make  payments  as provided  herein,  or in the event of a
     material  and  continuing  breach by Avid of its  obligations,  Augment may
     serve  written  notice of a breach upon Avid which  identifies  the breach.
     With  respect  to a  payment  breach  or a  breach  of the  Confidentiality
     Agreement,  unless  such  breach  is  cured  to  both  parties'  reasonable
     satisfaction  within ten (10) business days from receipt of notice by Avid,
     Augment may thereupon,  at its option (which shall be exercised  within one
     hundred twenty (120) days of service of such notice of breach), immediately
     terminate this Agreement. With respect to non-payment breaches by Avid that
     do not relate to violations of the Confidentiality  Agreement,  unless such
     breach is cured to both parties' reasonable satisfaction within thirty (30)
     calendar days from receipt of notice by Avid, Augment, at its option (which
     shall be exercised  within one hundred  twenty days of service of notice of
     such breach) may immediately terminate this Agreement.

(d)  Termination  of this  Agreement  for any reason will not excuse Avid of its
     obligations  to make  payments  due  under  this  Agreement  nor  shall  it
     terminate the effectiveness of any term of this Agreement that specifically
     survives the Agreement's  termination.  Upon  termination of this Agreement
     for any reason,  Avid shall  promptly  return (or, at


                                       11

<PAGE>

     Augment's election,  destroy) all Proprietary  Information  relating to the
     Source  Code,  the Object  Code,  or the  Software,  in any form;  provided
     however that if the  Agreement is terminated by Avid solely on the basis of
     Section 10(b), Avid may retain one copy of the Software in Source Code form
     subject to all of the restrictions set forth in this Agreement, but without
     the right to modify, alter, or make derivative copies of the Source Code.

(e)  In the event that Avid  willfully or repeatedly  markets Avid Derived Works
     or targets for marketing efforts Avid Derived Works in the Augment Field of
     Use,  Augment  shall have the option,  which may be  exercised  in its sole
     discretion,  to  terminate  this  Agreement  upon not less than 10 business
     days' notice to Avid.

Section 11.  FREEDOM OF INDEPENDENT DEVELOPMENT

     Nothing in this Agreement  shall be construed as prohibiting or restricting
     either  party from  independently  developing  or acquiring  and  marketing
     materials or programs  that are  competitive  with the  Software  except as
     otherwise  expressly provided herein;  provided,  however,  that nothing in
     this Section 11 shall grant to Avid a property interest in any of Augment's
     copyrights,  trademarks, patents, or trade secrets or waive any rights that
     Augment arising at law or from this Agreement.

Section 12.  GENERAL.

(a)  This  Agreement and the schedules  hereto  constitute and  incorporate  the
     parties' entire agreement with respect to the subject matter, and supersede
     any and all prior oral and written agreements or understandings. No waiver,
     alteration,  modification, or cancellation of any of the provisions of this
     Agreement  shall be binding  unless  made in writing and signed by Augment.
     The failure of either party at any time or times to require  performance of
     any  provision  hereof shall in no manner  affect that  party's  right at a
     later time to enforce such provision.

(b)  Neither  Augment  nor Avid shall be liable for any delay or failure to take
     any action required  hereunder (except for payment) due to any cause beyond
     the reasonable  control of Augment or Avid, as the case may be,  including,
     but not limited to,  unavailability  or shortages of labor,  materials,  or
     equipment,  failure or delays in the delivery of vendors and suppliers,  or
     delays in transportation.

(c)  This Agreement,  and the transactions to which it relates, will be governed
     by  and  construed  and  enforced  in  accordance   with  the  law  of  the
     Commonwealth  of  Massachusetts,  excluding  its choice of law rules to the
     contrary.  Any claims or legal actions by one party against the other shall
     be commenced and maintained in the Commonwealth of Massachusetts,  and both
     parties hereby submit to the jurisdiction and venue of any such court.


                                       12

<PAGE>

(d)  If any  provision  of  this  Agreement  is held  to be  unenforceable,  the
     remaining portions of this Agreement shall remain in full force and effect.

(e)  Regardless of any disclosure by Avid to Augment of the ultimate destination
     of any Software,  Avid will not directly or indirectly  export any Software
     without first obtaining the appropriate United States export license.

(f)  This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
     parties   and   their   respective    successors,    assigns,   and   legal
     representatives.  The  provisions of this  Agreement are not intended to be
     for the benefit of any creditor of either party.

(g)  Avid  represents  that it had free access to capable  legal  counsel in the
     negotiation  of this  Agreement,  and therefore any maxim,  rule, or law of
     interpretation by which contracts are construed against their drafter shall
     be inapplicable in the interpretation of this Agreement.

(h)  Nothing in this Agreement shall create a partnership for any purpose.

(i)  This Agreement may be executed in several counterparts and, as so executed,
     shall   constitute   one   contract   binding  on  both   parties   hereto,
     notwithstanding   that  all  of  the  parties  have  not  signed  the  same
     counterpart.

(j)  For purposes of  interpretation  of this  Agreement  and unless the context
     otherwise  requires,  the singular shall include the plural;  the masculine
     gender shall include the feminine and neuter,  and vice versa; and the word
     "or" in non-exclusive.

(k)  Notices to Avid shall be addressed to Avid Technology, Inc., One Park West,
     Tewksbury,  MA 01876, Attn: Senior Vice President of Professional Products,
     with a copy to Attn: General Counsel; notices to Augment shall be addressed
     to Augment  Systems,  Inc. 2 Robbins Road Westford,  MA  01886-4113,  Attn.
     President. Except as otherwise provided, any and all notices required under
     this Agreement shall be in writing and effective (i) on the fourth business
     day after  being sent by  registered  or  certified  mail,  return  receipt
     requested, postage prepaid; (ii) on the first business day after being sent
     by express mail,  or  commercial  overnight  delivery  service  providing a
     receipt for delivery;  (iii) on the date of hand  delivery;  or (iv) on the
     date actually received, if sent by any other method.

(l)  Except as otherwise expressly provided, no term,  condition,  obligation or
     benefit of this  Agreement  may be  assigned or  delegated,  in whole or in
     part,  by Augment;  provided  however that Augment may assign its rights to
     payments arising out of this Agreement.



                                       13

<PAGE>

     In witness  whereof,  the parties hereto have executed this Agreement under
     seal as of the day and year first above written.


                                                  Augment Systems, Inc.


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




                                                  Avid TechnologY, Inc.


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


                                       14


<PAGE>


                                   Schedule A

                          SOFTWARE AND SPECIFICATIONS 
                          ---------------------------

GEMINI - NT CLIENT SOFTWARE - DESCRIPTION

The Gemini - NT Client Software is designed to operate on computers that utilize
the Client or Server  versions  of the  Windows NT 4.0  Operating  System,  with
Service Pac 3, and 1 or 2 Intel Pentium or Digital  Equipment  Corporation Alpha
computer  processing  units. The Gemini - NT Client Software used in conjunction
with  the OSR  (Open  Systems  Resources)  `wrapper',  and a  suitable  protocol
transport  mechanism  (Fibre  channel etc.) to access a remote file server.  The
server  must  support the  Polybus  File  Transfer  Protocol  (including  access
control).  Messages  destined for the remote server are converted to a subset of
the CIFS  protocol,  prior to conversion to Polybus  format (this is included to
support future standards conformance). The code comprises of the following.

AVID FOLDER

         AFXCLIENT FOLDER

         1 Core redirector
         Directory:        NetRedir
         Files:   Access.c,  Access.h,  Attr.c,  Attr.h,  Buffers.c,  Buffers.h,
                          Connect.c,   Connect.h,  Create.c,  Create.h,  Ctrl.c,
                          Ctrl.h,  Dir.c,  Dir.h, E, Entry.c,  Entry.h,  Enum.c,
                          Enum.h,   enumservers.c,    enumservers.h,   Lookup.c,
                          Lookup.h,   Makefile,   Misc.c,   Misc.h,   rdAhead.c,
                          rdAhead.h,   Redircmn.h,  Sources,  Trace.c,  Trace.h,
                          Types.h, wrBehind.c, Wrbehind.h

         This module includes the following functionality:

                  Implementation of the OSR wrapper interface  Management of the
                  system,  volume and file  structures  as  required  by the OSR
                  interface.  Access control in  conjunction  with the user mode
                  service  Read  ahead and write  behind  buffering  to  improve
                  sequential access  performance  Volume mounting  functionality
                  Volume    and     directory     enumeration     File/directory
                  create/rename/delete  File   open/read/write/flush/close  File
                  attribute  management  Program  execution  trace mechanism for
                  debugging

  All output (with the exception of access control) is in a modified CIFS format



                                       15
<PAGE>

         2 CIFS DRIVER
         Directory:        Cifs
         Files:     cifsconnect.c,  cifsconnect.h,  cifscreate.c,  cifscreate.h,
                          Cifsdata.c,    Cifsdata.h,   Cifsfind.c,   Cifsfind.h,
                          Cifsinfo.c,    Cifsinfo.h,   Cifsmisc.c,   Cifsmisc.h,
                          cifstypes.h, Makefile, Sources

         This module  converts CIFS calls from the core  redirector into Polybus
         protocol function calls. It maintains a CIFS state machine.

         3 FILE PROTOCOL DRIVER
         Directory:        FsDrv
         Files:   FsApi.c, FsNtStatus.c, Makefile, Sources

         This module  marshals  incoming file system calls and  parameters  into
         Polybus  protocol  message  blocks.  Responses from the file server are
         parsed and converted back into local  parameters.  Macintosh endian and
         time format conversions are also performed.

         4 ACCESS PROTOCOL DRIVER

         Directory:        AsDrv
         Files:   AsApi.c, Makefile, Sources

         This module marshals  incoming access calls and parameters into Polybus
         protocol  message  blocks.  Responses from the access server are parsed
         and converted  back into local  parameters.  Macintosh  endian and time
         format conversions are also performed.


         5 SERVICE
         Directory:        Service
         Files:   Afxsvc.c,  Afxsvc.def,  Afxsvc.h,  Afxsvc,  Afxsvc.rc,  Build,
                        Control.c,  Makefile,  Resource.h, Service.c, Service.h,
                        Small

         The user mode service provides access control  functions.  On behalf of
         the redirector it converts SID's (NT security descriptors) into NT user
         names.  When  appropriate  it  prompts  the  user  for a  corresponding
         password.

         6 NETWORK PROVIDER
         Directory:        NetProvider
         Files:Afxnp.c, Afxnp.h, Afxprov.def,  Afxprov.src,  Makefile, Makefile.
                  inc,  npconnect.c,  npconnect.h, npenumerate.c, npenumerate.h,
                  Npmisc.c, Npmisc.h, Nptypes.h, Sources

         The user mode network  provider  provides user mode volume mounting and
         volume/directory enumeration interfaces. These are implemented by calls
         to the core redirector code.


                                       16

<PAGE>



         7 COMMON INCLUDE
         Directory:        Include
         Files:   Afxdef.h, AsApi.h, AtApi.h,  BaseTypes.h,  Cifsapi.h,  FsApi.h
                         , FsCommon.h,  Log.h, MsgCommon.h,  traceDef.h

         A number of common include file are provided..


         8 COMMON MESSAGES
         Directory:        MsgCommon
         Files:   Makefile, MsgCommon.c, Sources

         9 AT INTERFACE
         Directory:        AtInterface
         Files:   Atapi.c, Makefile, Sources



                                       17


<PAGE>


                                   Schedule B

                       BILATERAL CONFIDENTIALITY AGREEMENT


         With  respect  to  the  Gemini-NT  File  Client  Software  License  and
Distribution  Agreement  ("License  Agreement") by and between Avid  Technology,
Inc. ("Avid") and Augment Systems,  Inc. ("Augment") to which this Schedule B is
attached,  the parties agree as follows.  The party  disclosing  confidential or
proprietary  information  will be referred to as the "DISCLOSING  PARTY" and the
party receiving the confidential or proprietary  information will be referred to
as the "RECEIVING PARTY".

1.       The  parties  intend to  license  technology  pursuant  to the  License
         Agreement,  and that it may be necessary  for the  DISCLOSING  PARTY to
         transfer to the RECEIVING  PARTY  information of a proprietary  nature,
         including,  but not limited to processes,  trade  secrets,  copyrights,
         customer lists,  proprietary  computer programs (including Source Code)
         hardware  configurations and other business and technical practices and
         information of a confidential nature ("Proprietary  Information").  The
         Proprietary Information  specifically includes the Software, as defined
         in the License  Agreement  between Avid and Augment  executed as of the
         date hereof, including all materials, specifications, algorithms, trade
         secrets, and data related thereto.

2.       The  RECEIVING  PARTY agrees that it will not disclose any  Proprietary
         Information  to any  other  party  (other  than its  employees  who are
         directly   participating  in  work  involving  the  DISCLOSING  PARTY's
         products and who are contractually bound to protect the confidentiality
         of such Proprietary Information,  including Independent Contractors who
         have executed a Non-Disclosure  Agreement  provided in Schedule C), and
         that it will use its best  efforts to prevent  any such  disclosure  of
         Proprietary Information.  Avid and Augment hereby agree that any breach
         of a Non-Disclosure Agreement on the part of any Independent Contractor
         shall be deemed a breach of Avid's obligations under this paragraph 2.

3.       The limitations on disclosure or use of Proprietary  Information  shall
         not  apply  to,  and  the  RECEIVING  PARTY  shall  not be  liable  for
         disclosure or use of Proprietary  Information with respect to which the
         RECEIVING  PARTY  proves  using  tangible  evidence  that  any  of  the
         following  conditions  exist: (a) If, prior to the receipt thereof from
         the  DISCLOSING  PARTY,  it has  been  developed  independently  by the
         RECEIVING  PARTY, or was lawfully known to the RECEIVING PARTY. (b) If,
         subsequent to the receipt thereof (i) it is published by the DISCLOSING
         PARTY  or is  disclosed  by the  DISCLOSING  PARTY to  others,  without
         restriction,  or (ii) it has been  lawfully  obtained by the  RECEIVING
         PARTY from other sources, provided such other source did not receive it
         due to a breach of Schedule B, Schedule C, or the License Agreement, or
         (iii) it  otherwise  comes  within  the  public  knowledge  or  becomes
         generally known to the public.

4.       Except as otherwise  expressly  provided,  in the License Agreement all
         Proprietary  Information  shall  be  and  remain  the  property  of the
         DISCLOSING  PARTY,  and all embodiments  and copies  thereof,  upon the
         written request of the DISCLOSING PARTY,  shall be promptly returned to
         the  DISCLOSING  PARTY or destroyed (in which case the RECEIVING  PARTY
         shall certify to the DISCLOSING  PARTY as to its  destruction),  at the
         DISCLOSING PARTY's option.

5.       The RECEIVING PARTY  acknowledges that the DISCLOSING  PARTY's products
         and technical data must be licensed for export under the regulations of
         the United States Department


                                       18

<PAGE>

         of Commerce.  Regardless of any disclosure  made by the RECEIVING PARTY
         to the DISCLOSING PARTY or its distributors,  resellers, VARs, and OEMs
         (as set forth in the License  Agreement) of an ultimate  destination of
         the products, the RECEIVING PARTY will not export or re-export,  either
         directly or  indirectly,  any  products or systems  incorporating  such
         product without first  obtaining all required  licenses from the United
         States Government.

7.       The  RECEIVING  PARTY  acknowledges  and agrees  that the  restrictions
         contained in this Schedule B are  necessary  for the  protection of the
         business and property of the DISCLOSING PARTY, and considers them to be
         reasonable for such purpose. The RECEIVING PARTY agrees that any breach
         of this  Agreement  may  cause the  DISCLOSING  PARTY  substantial  and
         irreparable damage and therefore,  in the event of any such breach, the
         RECEIVING  PARTY agrees that the DISCLOSING  PARTY shall be entitled to
         specific  performance and other injunctive  relief, in addition to such
         other  remedies as may be afforded by  applicable  law,  without  being
         required to post a bond.





                                       19


<PAGE>



                                   Schedule C
                Non-Disclosure Agreement (Independent Contractor)

================================================================================

                PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

================================================================================



TO :        Avid Technology, Inc.
            Metropolitan Technology Park
            1 Park West
            Tewksbury, MA 01824                                        As of

The  undersigned,  in  consideration  of and  as a  condition  of my  consulting
arrangement by you and/or by companies  which you own, or are affiliated with or
their  successors in business  (collectively  the  "Company"),  hereby agrees as
follows:

1.           CONFIDENTIALITY

             I agree to keep  confidential,  except as the Company may otherwise
        consent in writing not to disclose or make any use of at any time either
        during or subsequent to my consulting  arrangement  any  Inventions  (as
        hereinafter   defined),   trade   secrets,   confidential   information,
        knowledge,  data  or  other  information  of  the  Company  relating  to
        products,  processes,  know-how,  designs, formulas, test data, customer
        lists, business plans, marketing plans and strategies,  or other subject
        matter  pertaining  to  any  business  of  the  Company  or  any  of its
        affiliates, which I may produce, obtain, or otherwise acquire during the
        course  of my  consulting  relationship  except as  herein  provided.  I
        further  agree not to deliver,  reproduce,  or in any way allow any such
        trade  secrets,  confidential  information,  knowledge,  data  or  other
        information,  or any documentation  relating thereto, to be delivered to
        or used by any third parties without specific  direction or consent of a
        duly authorized representative of the Company.

2.           CONFLICTING EMPLOYMENT; RETURN OF CONFIDENTIAL MATERIAL

             I agree that during my  consulting  arrangement  with the Company I
        will not engage in any other employment, occupation, consulting or other
        activity  relating  to the  business  in which the Company is now or may
        hereafter  become  engaged,  or which would  otherwise  conflict with my
        obligations to the Company. In the event my consulting  arrangement with
        the Company  terminates for any reason  whatsoever,  I agree to promptly
        surrender and deliver to the Company all records, materials,  equipment,
        drawings, documents and data of which I may obtain or produce during the
        course  of my  consulting  arrangement,  and I will not take with me any
        description  containing or pertaining to any  confidential  information,
        knowledge  or data of the Company  which I may produce or obtain  during
        the course of my consulting arrangement.



                                       20

<PAGE>


3.            ASSIGNMENT OF INVENTIONS

        3.1   I hereby  acknowledge  and agree that the  Company is the owner of
              all Inventions.  In order to protect the Company's  rights to such
              Inventions,  by  executing  this  Agreement  I hereby  irrevocably
              assign to the Company all my right,  title and  interest in and to
              all Inventions to the Company.

        3.2   For the purposes of this  Agreement,  "Inventions"  shall mean all
              discoveries,   processes,  designs,   technologies,   devices,  or
              improvements  in any of the  foregoing or other ideas,  whether or
              not  patentable  and whether or not reduced to  practice,  made or
              conceived by me (whether solely or jointly with others) during the
              period  of my  employment  with the  Company  which  relate in any
              manner to the actual or demonstrably  anticipated business,  work,
              or research and development of the Company,  or result from or are
              suggested by and any task assigned to me or any work  performed by
              me for or on behalf of the Company.
        3.3   Any discovery, process, design, technology, device, or improvement
              in any of the foregoing or other ideas,  whether or not patentable
              and whether or not reduced to  practice,  made or  conceived by me
              (whether  solely or jointly with others) which I develop  entirely
              on my own time not using any of the Company's equipment, supplies,
              facilities,  or trade secret information ("Personal Invention") is
              excluded from this Agreement provide such Personal  Invention:

              a)  does  not  relate  to  the actual or demonstrably  anticipated
              business, research and development of the Company, and

              b)  does  not  result,  directly or  indirectly,  from  any  work 
              performed by me for the Company.


4.            DISCLOSURE OF INVENTIONS

                I agree that in connection  with any Invention,  I will promptly
        disclose such Invention to my immediate superior at the Company in order
        to permit the Company to enforce its property  rights to such  Invention
        in accordance  with this Agreement.  My disclosure  shall be received in
        confidence by the Company.

5.          PATENTS AND COPYRIGHTS; EXECUTION OF DOCUMENTS

        5.1   Upon request, I agree to assist the Company or its nominee (at its
              expense)  during  and  at any  time  subsequent  to my  consulting
              arrangement in every  reasonable way to obtain for its own benefit
              patents and  copyrights  for  Inventions in any and all countries.
              Such  patents  and  copyrights  shall be and  remain  the sole and
              exclusive  property  of the  Company  or its  nominee.  I agree to
              perform  such lawful acts as the Company  deems to be necessary to
              allow it to exercise all right,  title and interest in and to such
              patents and copyrights.

        5.2   In connection with this Agreement, I agree to execute, acknowledge
              and delivery to the Company or its nominee upon request and at its
              expense all documents,  including  assignments of title, patent or
              copyright   applications,   assignments   of  such   applications,
              assignments of patents or copyrights upon issuance, as the Company
              may  determine  necessary or desirable to protect the Company's or
              its nominee's  interest in Inventions,  and/or to use in obtaining
              patents or  copyrights  in any and all countries and to vest title
              thereto in the Company or its nominee to any of the foregoing.


                                       21

<PAGE>


6.              MAINTENANCE OF RECORDS

                I agree  to keep  and  maintain  adequate  and  current  written
        records of all  Inventions  made by me (in the form of notes,  sketches,
        drawings and other  records as may be specified by the  Company),  which
        records  shall be  available  to and  remain  the sole  property  of the
        Company at all times.

7.              PRIOR INVENTIONS

                It is understood that all Personal  Inventions,  if any, whether
        patented  or  unpatented,  which I made  prior to my  employment  by the
        Company, are excluded from this Agreement.

8.              OTHER OBLIGATIONS

                I  acknowledge  that  the  Company  from  time to time  may have
        agreements  with other  persons or with the U.S.  Government or agencies
        thereof,  which  impose  obligations  or  restrictions  on  the  Company
        regarding  Inventions  made  during  the  course of work  thereunder  or
        regarding the  confidential  nature of such work. I agree to be bound by
        all such  obligations and  restrictions and to take all action necessary
        to discharge the Company's obligations.

9.              TRADE SECRETS OF OTHERS

                I  represent  that  my  performance  of all  the  terms  of this
        Agreement  and as a  consultant  of the  Company  does  not and will not
        breach  any  agreement  to keep  confidential  proprietary  information,
        knowledge or data  acquired by me in  confidence or in trust prior to my
        consulting  arrangement with the Company, and I will not disclose to the
        Company,  or induce the Company to use, any  confidential or proprietary
        information or material  belonging to any previous employer or others. I
        agree not to enter into any agreement either written or oral in conflict
        herewith.

10.             MODIFICATION

                I agree that any  subsequent  change or changes in my consulting
        duties,  salary,  or compensation  or, if applicable,  in any Consulting
        Agreement  between the Company and me,  shall not affect the validity or
        scope of this Agreement.

11.             SUCCESSORS AND ASSIGNS

                This  Agreement  shall  be  binding  upon my  heirs,  executors,
        administrators or other legal  representatives and is for the benefit of
        the Company, its successors and assigns.

12.             INTERPRETATION

                It is the intent of the parties  that in case any one or more of
        the provisions  contained in this Agreement  shall,  for any reason,  be
        held invalid,  illegal or unenforceable in any respect, such invalidity,
        illegality or unenforceability  shall not affect the other provisions of
        this  Agreement,  and  this  Agreement  shall  be  construed  as if such
        invalid,  illegal,  or unenforceable  provision had never been contained
        herein.
                Moreover,  it is the intent of the parties  that in case any one
        or more of the  provisions  contained  in this  Agreement  shall for any
        reason  be held to be  excessively  broad as to  duration,  geographical
        scope,  activity  or  subject,  such  provision  shall be  construed  by
        limiting and reducing it, so as to be  enforceable to the maximum extent
        compatible with applicable law.


                                       22

<PAGE>

13.             WAIVERS

                If either party should waive any breach of any provision of this
        Agreement,  he or it shall not  thereby  be deemed  to have  waived  any
        preceding  or  succeeding  breach of the same or any  provision  of this
        Agreement.

14.             COMPLETE AGREEMENT; AMENDMENTS

                I  acknowledge  receipt of this  Agreement,  and agree that with
        respect to the subject matter thereof it is my entire Agreement with the
        Company,  superseding  any  previous  oral  or  written  communications,
        discussions,  representations,  understandings,  or agreements  with the
        Company or any officer or representative thereof.
                Any amendment of this agreement or waiver by either party of any
        right  hereunder  shall be  effective  only if  evidenced  by a  written
        instrument  executed  by the  parties  hereto,  and,  in the case of the
        Company, upon written authorization of the Company's Board of Directors.

15.             HEADINGS

                The headings of the sections hereof are inserted for convenience
        only and shall not be deemed to  constitute  a part hereof nor to affect
        the meaning thereof.

16.             COUNTERPARTS

                This Agreement may be signed in two counterparts,  each of which
        shall be deemed an original and both of which shall together  constitute
        one agreement.

17.             GOVERNING LAW

                This   Agreement   shall  be  governed   and   construed   under
        Massachusetts law.



Accepted and Agreed:


CONSULTANT                                   AVID TECHNOLOGY, INC.


_______________________________              ___________________________________
Name                                         Employment Manager
                                             Avid Technology, Inc.


_______________________________              ___________________________________
Date                                         Date


Social Security Number




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<PAGE>


                                   Schedule D

                              DESIGNATED LOCATIONS





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