EXHIBIT 10.11
     Development and License Agreement between the Registrant and Microsoft
                       Corporation, dated December 3, 1992

                              MICROSOFT CORPORATION
                        DEVELOPMENT AND LICENSE AGREEMENT
                                  (Wonderware)

This  Development  and License  Agreement (the  "Agreement") is made and entered
into as of the later of the two  dates on the  signature  page  (the  "Effective
Date")  by  and  between  WONDERWARE  CORPORATION   ("COMPANY"),   a  California
corporation, and MICROSOFT CORPORATION ("MS"), a Delaware corporation.

In consideration  of the covenants and conditions  hereinafter set forth, MS and
COMPANY agree as follows:

1.   Development of Licensed  Software.  COMPANY shall develop and license to MS
     on a  non-exclusive  basis  a  custom-designed  software  program  for  the
     implementation of a Network DDE server on Windows NT which will compile and
     run on both  x86 and  MIPS  platforms  (the  "LICENSED  SOFTWARE"),  all in
     accordance  with  the  specifications  attached  hereto  as  Exhibit  A and
     incorporated by this reference (the "Specifications").

2.   Delivery Schedule.  COMPANY shall complete and deliver the LICENSED 
     SOFTWARE to MS according to the following schedule:

         LICENSED SOFTWARE (or portion thereof)               Due Date

         Beta Quality Code                                    January 1, 1993
         Final Acceptance                                     March 31, 1993

MS shall evaluate the LICENSED SOFTWARE and shall submit a written acceptance or
rejection to COMPANY  within fifteen (15) days after MS' receipt of the LICENSED
SOFTWARE. Conformity to the Specifications and COMPANY's warranties herein shall
solely  determine  MS'  right to  accept or reject  the  LICENSED  SOFTWARE.  If
rejected, COMPANY shall promptly correct the LICENSED SOFTWARE. If COMPANY fails
to correct  the  licensed  software  within  fifteen  (15) days after  notice of
rejection,  MS may  terminate  this  Agreement  with no  further  obligation  to
COMPANY.

3.    License.

     COMPANY   hereby  grants  to  MS  a  worldwide,   fully  paid,   perpetual,
     non-exclusive,  irrevocable  license (a) to use, modify,  create derivative
     works based upon, reproduce,  distribute or license, or sell, rent or lease
     copies of, the  LICENSED  SOFTWARE,  in source and object code  forms,  and
     derivative works thereof,  and (b) to license third parties to exercise the
     foregoing  rights,  including  the right to license  such rights to further
     third parties.

     Notwithstanding anything in license granted above to the contrary, MS shall
     not license the source code of the LICENSED  SOFTWARE or any  derivative of
     the LICENSED SOFTWARE to DEC for inclusion in non-MS operating systems. The
     foregoing  sentence,  however shall not preclude DEC from shipping  Network
     DDE on versions of Windows NT that DEC licenses from MS.

4.    Payment and Other MS Obligations.

     (a) Royalties.  In  consideration  for  the  development  of  the  LICENSED
         SOFTWARE and all royalties  thereto,  MS shall pay COMPANY [One Hundred
         Thousand and no/100 Dollars  ($100,000)]  for the LICENSED  SOFTWARE in
         the following manner:

         (i) [Thirty  Thousand and no/100  Dollars  ($30,000)]  shall be paid to
         COMPANY on the Effective Date of this  Agreement;  
         (ii) [Forty Thousand and no/100 Dollars ($40,000)] shall be paid to
         COMPANY upon MS' release of the beta version of the LICENSED SOFTWARE;
         and
         (iii)[Thirty Thousand and no/100 Dollars ($30,000)] shall be paid to  
         COMPANY upon MS' final acceptance of the LICENSED SOFTWARE.

     (b)  Limited License for Rights to MS PRODUCTS.

          (i)  License Grant. In addition to the payment described in subsection
               (a) above,  in  consideration  for the  LICENSED  SOFTWARE,  upon
               execution of this Agreement MS will provide COMPANY with one copy
               of CLIPBOOK and CLIPSRV from Windows for  Workgroups  Version 3.1
               and one copy of CLIPBOOK  and CLIPSRV from Windows NT Version 3.1
               (collectively,  the "MS PRODUCTS") in source code form. MS hereby
               grants  COMPANY  a  limited,   non-exclusive,   non-transferable,
               non-assignable,  royalty-free  ,perpetual  license to: (a) modify
               and adapt the MS  PRODUCTS  in source code form as needed to port
               the MS PRODUCTS to MS and non-MS  operating  systems;  and (b) to
               reproduce  and  distribute  worldwide  such MS PRODUCTS in object
               code form.  COMPANY agrees that it will always  distribute the MS
               PRODUCTS  pursuant  to the terms of  COMPANY's  end-user  license
               agreement ("EULA").  COMPANY's EULA may be a "break-the-seal" end
               user license  agreement  or a signed end user license  agreement.
               COMPANY's  EULA  shall  conform  substantially  to the  terms and
               conditions  of the MS end user  license  agreement.  MS agrees to
               provide  COMPANY  with  changes made to the MS PRODUCT to correct
               defects or bugs in the MS PRODUCTS.  Except as expressly provided
               above,  however,  MS shall have no obligation to provide  COMPANY
               any  updates or  enhancements  to the MS  PRODUCTS,  or any other
               software or product.

         (ii) MS' Proprietary Rights to MS PRODUCTS.  COMPANY acknowledges that,
              subject to the limited licenses  granted above,  all right,  title
              and  interest in the MS PRODUCTS  belong to MS and no  proprietary
              rights to the MS PRODUCTS  whatsoever are being  transferred under
              this Agreement.
         (iii)Restrictions  on  COMPANY's  Use of MS  PRODUCTS'  Names.  COMPANY
              shall not use the words or names  CLIPBOOK  OR  CLIPSERVE,  or any
              confusingly similar  declaration  thereof, in or pertaining to any
              of   COMPANY's   products  or  in  any   COMPANY's   marketing  or
              advertising.
          (iv)Trademark   Notices.   Both  parties  shall  use  the  appropriate
              trademarks,  product  descriptors and trade symbols (either "(TM)"
              or "(R)" in a superscript)  when using the trademarks of the other
              party in advertising,  publicity,  literature, packaging and other
              promotional  activities  in  connection  with  the  other  party's
              products.;

      (c)Windows  NT  Changes.  Furthermore,  in  order  to  enable  COMPANY  to
         complete the LICENSED  SOFTWARE,  MS hereby  agrees to implement  those
         changes to  Windows  NT as set forth on  Exhibit B attached  hereto and
         incorporated by this reference (the "WINDOWS NT Changes").  The WINDOWS
         NT Changes is a complete and final list of such changes and can only be
         modified  by written  consent  of  authorized  representatives  of both
         parties.  MS shall  complete  the  WINDOWS  BT  Changes  no later  than
         December 1, 1992.
      (d)No Other MS  Obligations.  MS'  payment  and other  obligations  to the
         COMPANY  under this  Agreement  shall be limited  to the  payments  and
         obligations  described  in this  Section 4; MS shall not  otherwise  be
         responsible  for any  expenses  or  obligations  of, or  royalties  to,
         COMPANY.

5.   Other COMPANY  Obligations.  In  considerations  of the  obligations  of MS
     hereunder,  COMPANY also covenants that COMPANY recognizes that Network DDE
     and  CLIPBOOK/CLIPSRV  are components of Windows for Workgroups and as such
     COMPANY will not market or promote  Network DDE and  CLIPBOOK/CLIPSRV  as a
     complete replacement for Windows for Workgroups.
6.   Disclosure.  COMPANY  expressly  undertakes  to  retain in  confidence  all
     information  and  know-how  transmitted  to  COMPANY  by  MS  that  MS  has
     designated as proprietary and/or confidential or that, by the nature of the
     circumstances surrounding the disclosure, ought in good faith to be treated
     as  proprietary  and/or  confidential,   and  will  make  no  use  of  such
     information and know-how except under the terms and during the existence of
     this Agreement.  COMPANY's  obligation under this Section 6 with respect to
     any particular  information shall extend to the earlier of such time as the
     information  protected  hereby is in the public domain  through no fault of
     COMPANY or ten (10) years following its receipt by COMPANY.
7.   Ownership of LICENSED  SOFTWARE.  Subject to the license granted above, all
     right,  title and interest in the LICENSED  SOFTWARE belongs to COMPANY and
     no  proprietary  rights of the  LICENSED  SOFTWARE  are being  transferred,
     assigned or affected by this Agreement.
8.   COMPANY Warranties.  COMPANY warrants that:

     (a) The  LICENSED  SOFTWARE  as  delivered  to MS  does  not  infringe  any
         copyright, patent, trade secret, or other proprietary right held by any
         third party
     (b) The  LICENSED  SOFTWARE  will meet the  Specifications  listed in
         Exhibit A of this Agreement; and
     (c) The services  provided by COMPANY shall be performed in a  professional
         manner and shall be of a high grade, nature, and quality.

9.   Indemnity.

      (a)COMPANY agrees to indemnify,  defend,  and hold MS and its  successors,
         officers,  directors and  employees  harmless from any and all actions,
         causes of action, claims,  demands,  costs,  liabilities,  expenses and
         damages  arising  out of or in  connection  with  any  claim  that  the
         LICENSED  SOFTWARE,  names,  and marks furnished or licensed by COMPANY
         under this Agreement  constitute an  infringement  of any  confidential
         information, trade secret, patent, copyright, trademark, trade name, or
         other  legal  right of any  third  party.  COMPANY  further  agrees  to
         indemnify, defend, and hold MS and its successors,  officers, directors
         and  employees  harmless  from any and all  actions,  causes of action,
         claims, demands, costs,  liabilities,  expenses and damages arising out
         of or in  connection  with any claim that  COMPANY's  modifications  or
         adaptations  of the MS  PRODUCTS  under this  Agreement  constitute  an
         infringement of any  confidential  information,  trade secret,  patent,
         copyright,  trademark,  trade  name,  or other legal right of any third
         party.



      (b)If  any  action  shall  be  brought  against  MS in  respect  to  which
         indemnity may be sought from COMPANY pursuant to the provisions of this
         Section 9, MS shall promptly notify COMPANY in writing,  specifying the
         nature of the action and the total monetary amount sought or other such
         relief  as is  sought  therein.  MS shall  cooperate  with  COMPANY  at
         COMPANY's  expense in all  reasonable  respects in connection  with the
         defense of any such action.  COMPANY may upon written notice thereof to
         MS undertake to conduct all  proceedings or  negotiations in connection
         therewith,  assume the defense  thereof,  and if it so  undertakes,  it
         shall also  undertake all other required steps or proceedings to settle
         or defend any such action,  including  the  employment of counsel which
         shall be satisfactory to MS, and payment of all expenses. MS shall have
         the right to employ  separate  counsel and  participate  in the defense
         thereof.  COMPANY shall  reimburse MS upon demand for any payments made
         or loss  suffered by it at any time after the date  hereof,  based upon
         the  judgment of any court of competent  jurisdiction  or pursuant to a
         bona fide compromise or settlement of claims,  demands,  or actions, in
         respect to any damages to which the foregoing relates.

          (c) If the LICENSED SOFTWARE furnished hereunder is in any action held
              to constitute  an  infringement  and its use is enjoined,  COMPANY
              shall immediately and at its expense:

          (i)  procure for MS the right to continue use,  sale, and marketing of
               the LICENSED SOFTWARE, or

          (ii) replace or modify  the  LICENSED  SOFTWARE  with a version of the
               LICENSED SOFTWARE that is non-infringing.

          If   (i) or (ii) are not available to COMPANY, COMPANY shall refund to
               MS all amounts paid to COMPANY by MS hereunder.

          (d)  This  indemnity   provision  shall  survive  any  termination  or
               expiration of this Agreement.



10.  Termination.  If the LICENSED  SOFTWARE is not delivered on the due date(s)
specified above, or if the LICENSED SOFTWARE does not meet the Specifications in
Exhibit  A, or if the  services  provided  by  COMPANY  are not  performed  in a
professional manner or are not of a high grade,  nature, and quality, MS may, at
its option and upon written notice to COMPANY,  terminate this Agreement  and/or
have the LICENSED SOFTWARE properly prepared at COMPANY's expense.



11.  Notices and  Requests.  All notices and  requests in  connection  with this
Agreement  shall be deemed given as of the date they are received by  messenger,
delivery  service,  or in the United States of America mails,  postage  prepaid,
certified or registered, return receipt requested, and addressed as follows:



         COMPANY:                        WONDERWARE CORPORATION

                                          Arter, Hadden, Lawler, Felix & Hall
                                          2 Park Plaza (Jamboree Center)
                                          Irvine, CA  92714
                                          Attention:  Stephen H. LaCount



         MS:                              MICROSOFT CORPORATION
                                          One Microsoft Way
                                          Redmond, Washington  98052-6399
                                          Attention:  Robert Muglia



         with a cc to:                    MICROSOFT CORPORATION
                                          One Microsoft Way
                                          Redmond, Washington  98052-6399
                                          Attention:  Law & Corporate Affairs



12.      Miscellaneous:



          (a) COMPANY is an  independent  contractor for MS, and nothing in this
              Agreement  shall be  construed  as creating  an  employer-employee
              relationship,  a  partnership,  or a  joint  venture  between  the
              parties.



         (b) In the event taxes are  required  to be  withheld on payments  made
         hereunder by any U.S. (state or federal) or foreign governments, MS may
         deduct  such taxes from the amount  owned  COMPANY  and pay them to the
         appropriate  taxing  authority.  MS shall in turn  promptly  secure and
         deliver to COMPANY an official receipt for any taxes withheld.  MS will
         use reasonable efforts to minimize such taxes to the extent permissible
         under applicable law.


          (c) This  Agreement  shall be  governed  by the  laws of the  State of
              Washington and COMPANY  consents to jurisdiction  and venue in the
              state and federal courts  sitting in the State of  Washington.  In
              any  action or suit to  enforce  any right or  remedy  under  this
              Agreement or to interpret  any  provision of this  Agreement,  the
              prevailing party shall be entitled to recover its costs, including
              reasonable attorneys' fees.


          (d) Agreement  does not  constitute an offer by MS and it shall not be
              effective until signed by both parties. This Agreement constitutes
              the entire  agreement  between  the  parties  with  respect to the
              LICENSED  SOFTWARE and all other subject  matter hereof and merges
              all  prior  and  contemporaneous  communications.  It shall not be
              modified  except by a written  agreement  dated  subsequent to the
              date of this  Agreement  and signed on behalf of COMPANY and MS by
              their respective duly authorized representatives.


          (e) This  Agreement may be assigned by MS but shall not be assigned by
              COMPANY  without MS' prior written  approval.  Except as otherwise
              provided,  this  Agreement  shall be binding upon and inure to the
              benefit of the parties' successors and lawful assigns.



MICROSOFT CORPORATION                       WONDERWARE CORPORATION



Robert Muglia                               Dennis Morin
By (Sign)                                   By (Sign)

Director, Advanced Windows                  President, CEO
Title                                       Title


12/3/92                                     Dec 2, 1992
Date                                        Date

                                            33-0304677
                                            COMPANY's Federal
                                            Employer ID Number or
                                            Social Security Number



Appendix A (Specifications)

This  appendix  specifies  what  Wonderware  Software  Development   Corporation
(hereafter  referred to as  Wonderware)  will deliver to  Microsoft  Corporation
(hereafter  referred to as Microsoft)  for the  Microsoft  Windows NT product as
specified in the development contract.


Network DDE

Wonderware  will develop and component test the Network DDE  component.  Network
DDE is a system  service  which runs in the Local  System  account and  services
network DDE requests.  The Network DDE  component has two parts,  a client and a
server.

Network DDE Client

The Network DDE client will perform the following functions:

          *    Forward network DDE requests to the appropriate computer.

          *    For forwarding to Windows NT servers, the username,  domain name,
               and  password  is sent to allow  the  server  side to  perform  a
               network logon. The LSA  challenge-response  architecture  will be
               applied to pass the DES encrypted password over the network.

          *    For forwarding to Windows for Workgroup servers, the username and
               password  is sent to allow the server  side to  authenticate  the
               request.  The  Windows for  Workgroups  DES  password  encryption
               scheme will be applied to pass the password over the network.

          *    Network DDE sessions, connections, and conversations will only be
               started by using DDE with the appropriate AppTopic syntax.

          *    Network  DDE client  will log  Error,  Warning,  and  Information
               events to the system event log as appropriate.

Network DDE Server

The Network DDE server will perform the following functions:

          *    Receive and  service  Newtork DDE  requests  from  Windows NT and
               Windows for Workgroup computers.

          *    Perform  network  logons using the  username,  domain  name,  and
               password passed by Windows NT clients. The LSA challenge-response
               architecture  will be applied to pass the DES encrypted  password
               over the network.

          *    Perform network logons using the username,  and password,  and if
               available  the  domain  name,  passed by Windows  for  Workgroups
               clients. The LSA challenge-response  architecture will be applied
               to pass the DES encrypted password over the network.


        *      Act as a secure service,  using  impersonation  of the client for
               all accesses on its behalf including:

               Initiation of a Network DDE conversation

               Executes in a Network DDE conversation

               Requests for each item in a Network DDE conversation

               Advises for each item in a Network DDE conversation

               Pokes for each item in a Network DDE conversation

          *    If there is a user interactively  logged onto the server computer
               and that user has added the share to their Trusted Shares List to
               configure  Network DDE to start an  application  on the  client's
               behalf:

               Will run the  application  in the  security  context  of the user
               interactively logged on to the server

               Will run the  application  minimized,  restored,  or maximized as
              specified in the Network DDE share  information  or in the Trusted
              Share List information for the user logged on to the server.

          *    Network DDE server will log Error,  Warning, and Information
               events to the system event log as appropriate.


DSDM

Wonderware will develop and component test the DSDMJ component. DSDM is a system
service which runs in the Local System account and services DDE Share requests.

     * Act as a  secure  service,  using  impersonation  of the  client  for all
     accesses on its behalf including:

               Enumerating Network DDE shares

               Querying for Network DDE share information

               Changing Network DDE shares

               Adding Network DDE shares

               Deleting Network DDE shares

      * Provide API to allow the following functionality:

               Enumeration of Network DDE shares

               Query for Network DDE share information

               Set Network DDE share information

               Adding a Network DDE share

               Deleting a Network DDE share

     * DSDM will log Error,  Warning, and Information events to the system event
     log as appropriate.



Appendix B (Windows NT Changes)

This appendix  specifies the  modifications  Microsoft  Corporation will make to
Windows  NT to enable  Network  DDE  support as a part of this  development  and
license agreement.

               *    Microsoft  will  allow  Network  DDE to run in the  security
                    context of Local System,  and to create invisible windows on
                    the default desktop for the purposes of DDE communications.

               *    Microsoft  will  increase  the  timeouts  for OLE clients to
                    allow for network delays.

               *    Microsoft will provide an API or other  mechanism to set the
                    "quality of service" for DDE clients.

               *    Microsoft will provide an API for DdeImpersonateClientWindow
                    () that provides  impersonation without requiring the client
                    to have a thread per conversation client window.