Exhibit 10.19

                               AXEDA SYSTEMS INC.

                              EMPLOYMENT AGREEMENT

       THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the 7th day of
December 2003, and is by and between Axeda Systems Inc., a Delaware corporation
with an office for purposes of this Agreement at 21 Oxford Road, Mansfield MA
02048 (hereinafter "Company") and Thomas J. Fogarty (hereinafter "Employee").

                               W I T N E S S E T H

           WHEREAS:

     A. The Company and the Employee entered into an Employment  Agreement dated
as of the 13th day of July, 2001 (the "Previous Employment Agreement"); and

     B. The term of Employee's  employment  pursuant to the Previous  Employment
Agreement expires on December 7, 2003; and

     C.  Company  wishes to  continue  to retain the  services  of  Employee  on
expiration of the term of the Previous Employment Agreement,  to render services
for and on behalf of Company, in accordance with the following terms, conditions
and provisions; and

     D.  Employee  wishes to perform such services for and on behalf of Company,
in  accordance  with  the  following  terms,  conditions  and  provisions.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
herein  contained the parties hereto  intending to be legally bound hereby agree
as follows:

     I.  EMPLOYMENT.  Company hereby employs  Employee and Employee accepts such
employment  and shall perform his duties and the  responsibilities  provided for
herein accordance with the terms and conditions of this Agreement.

     II. EMPLOYMENT  STATUS.  Employee shall at all times be Company's  employee
subject to the terms and conditions of this Agreement.

     III.  TITLE AND DUTIES.  Company  agrees to employ  Employee  and  Employee
accepts such  employment as a full time employee and agrees as per the terms and
conditions  of this  agreement to serve as and have the title of Executive  Vice
President,  Chief  Financial  Officer  and  Treasurer  and  perform  diligently,
faithfully,  and to the best of his ability,  duties as reasonably  assigned and
instructions  given by the Chairman and CEO of Company or other Company  officer
as authorized by Company's Board of Directors.

     IV. TERM OF SERVICES.  The initial  term of this  Agreement is for a period
commencing on the date first  written above and ending on the first  anniversary
thereof,  subject to the termination  section of this  agreement.  Unless either
party notifies the other at least 60 days prior to its expiration, the Agreement
shall extend automatically for additional one-year periods.

     V. BASE COMPENSATION.  Employee's base salary for rendered services for the
initial term of this  agreement  shall be two hundred  twenty  thousand  dollars
($220,000),  an annual  amount  payable in  accordance  with  Company's  payroll
procedures and policies as implemented  during the term of this  agreement.  All
references to payments in this Agreement are in U.S. dollars.

     VI. ADDITIONAL  COMPENSATION.  The Company and its Board of Directors shall
have  complete  discretion  to grant  Employee  any  other  specific  additional
compensation  packages  proposed for payment or for vesting to Employee,  during
the term of this Agreement.

     VII. EMPLOYER PERQUISITES.  Employee shall be entitled to and shall receive
all employer  perquisites  as would normally be granted to employees of Company.
Such perquisites to include the following:

     1.   Health  insurance  under  terms and  conditions  as  provided to other
          employees of Company;

     2.   Four weeks vacation pursuant to Company's stated policy;

     3.   Paid holidays pursuant to Company's stated policy;

     4.   $600 monthly car allowance;

     5.   Quarterly  bonus  target  of  $25,000  ($100,000  annually)  based  on
          mutually agreed to quarterly goals and objectives ("Base Bonus"); and

     6.   Such  benefits,  as  the  Company  generally  makes  available  to its
          employees at the same level.

                                       1
<PAGE>
     The  existence,  amount and  extent of any  benefits  listed in  Paragraphs
VII(1),  (2), (3), and (6) above shall be in the sole discretion of the Employer
and any of such  plans or  benefits  may be  modified  from  time to time by the
Employer in such manner as the Employer may determine in its sole discretion. In
the absence of a written  mutual  agreement on goals and objectives as specified
in Paragraph VII(5),  above, the amount of bonus, if any, shall be determined by
the Employer in its discretion.

     VIII.  EXTENT OF SERVICES.  Employee shall devote his entire business time,
attention,  and  energies  to the  business  of  Company,  but this shall not be
construed as preventing  Employee  from  investing his assets in the future as a
passive investor in accordance with the provisions of Paragraph XI(2), below

     IX. TERMINATION.

     1. A  termination  for  "Cause"  shall  mean a  termination  for any of the
following reasons:  (i) Employee's gross malfeasance or gross nonfeasance;  (ii)
Employee  is  convicted  of a felony;  (iii)  Employee  commits  an act of fraud
against,  or misappropriates  property  belonging to, Company;  or (iv) Employee
commits  a  material  breach  of  this  Agreement  or  any   confidentiality  or
proprietary information agreement between Employee and Company, not cured within
thirty (30) days after written  notice  specifying  breach is given to Employee.
Company will provide written notice of the reason for termination in the case of
any termination for Cause. A termination of Employee's employment for any reason
other than the foregoing shall be a termination "without Cause".

     2. "Involuntary Termination" shall mean Employee's termination which occurs
by reason of: (i) Employee's  involuntary  dismissal or discharge by the Company
other than for Cause; or (ii) such individual's  voluntary resignation following
(A) a change in his or her  position  with the  Company or Parent or  Subsidiary
employing  the  individual  which  materially  reduces  his  or her  duties  and
responsibilities  or the level of management  to which he or she reports,  (B) a
reduction in his or her level of  compensation  (including  base salary,  fringe
benefits  and  target  bonus  under any  performance  based  bonus or  incentive
programs)  by  more  than  fifteen  percent  (15%),  (C) a  relocation  of  such
individual's place of employment by more than thirty (30) miles from Malvern PA,
provided and only if such change,  reduction  or  relocation  is effected by the
Company without the individual's consent or (D) job abolishment, mutually agreed
upon separation,  position  elimination due to merger,  acquisition,  or sale of
assets.

     3. It is understood and agreed that this is a personal  services  contract,
and that  Company  shall have the right to terminate  this  agreement on 10 days
notice to Employee,  if appropriate,  in the event of the disability or death of
Employee which would  otherwise  prevent him from  performing his or her duties.
For purpose of this provision,  "disability" shall be defined in accordance with
the definition of  "disability" as contained in Company's  disability  insurance
policy.  In the event of Employee's  death, any guaranteed monies due under this
agreement would be paid directly to Employee's  spouse,  or such other person or
persons  designated  by  Employee  from time to time in  writing,  to the extent
permitted by law.

     4. In the event: (a) of Employee's Involuntary Termination,  or (b) Company
terminates  Employee's  employment  hereunder  without Cause,  or (c) Employee's
employment is terminated as a result of his death or disability  (as provided in
paragraph 3 above),  or (d) this Agreement  expires or (e) employee resigns upon
sixty days prior written  notice after  completing  six months of services under
this  agreement,  then,  in addition  to the  payment of all  amounts  earned by
Employee as of the date of termination or expiration,  Company will pay Employee
a lump sum payment equal to Employee's  full one year salary,  health  benefits,
car allowance and Base Bonus as specified in Paragraphs V, VII(1),  VII(4),  and
VII(5) after  expiration or such notice of termination  is given.  Company shall
make such payment  promptly  after such  expiration or notice of  termination is
given, but in no event later than the next regular Company pay period. Upon such
expiration of this Agreement or upon such termination of Employee's  employment,
all of Employee's stock options will immediately vest and become exercisable.

     X. CONFIDENTIAL INFORMATION.

     1. The  nature  of the work  performed  and any  information  belonging  to
Company  with which  Employee  may or have  become  familiar  will be treated as
confidential  and may not be  disclosed  to third  parties  without  the written
consent of Company,  whether or not this Agreement is in effect.  If any portion
of the work performed  under this  Agreement is of a classified or  confidential
nature, or develops into such,  Employee agrees to preserve the security of such
work in  compliance  with all  applicable  laws and  regulations  of the  United
States.

                                       2
<PAGE>
     2. Employee  agrees that Employee  shall keep in strictest  confidence  all
information  relating to the  products,  methods of  manufacture,  marketing and
sales plans, financial information,  customer and supplier information,  pricing
information,  software, trade secrets or secret processes (except information in
the public  domain) or the business or affairs of Company  which may be acquired
in connection  with or as a result of his  employment  or otherwise.  During the
term of this  Agreement  and at any time  thereafter,  without the prior written
consent of Company, Employee will not publish, communicate, divulge, disclose or
use any of such information  which has been designated as secret,  confidential,
proprietary and/or trade secret, or which from the surrounding  circumstances in
good conscience ought to be treated as secret or confidential.  Upon termination
of this  Agreement  Employee  will  return to  Company  all  documents,  graphic
materials,  or  other  materials  containing  or  comprising  such  confidential
information.

     3. Employee agrees and understands  that Company does not desire to receive
the  proprietary  rights or trade secrets of third parties if not so authorized,
and Employee agrees not to disclose any such proprietary rights or trade secrets
to Company.

     XI. NON-COMPETITION.

     1. Employee  acknowledges  and agrees that by entering into this  Agreement
with Company and engaging in the employment  relationship  contemplated  hereby,
Employee  will be  performing  significant  duties  on behalf  of  Company,  and
Employee will be exposed to certain valuable  know-how and information  relating
to a highly competitive industry. Employee also acknowledges and agrees that the
covenants  set forth in this  section are a material  part of the  consideration
bargained for by Company,  and without Employee's  agreement to be bound by such
covenants,  Company  would not have  agreed to enter into this  Agreement  or to
engage Employee's services.


     2.  Non-competition.  The  Employee  agrees  that  during the  period  that
Employee is employed by the Company and for a period of one (1) year  thereafter
(the  "Noncompete  Period")  Employee  will not either  alone or in concert with
others,  directly or indirectly,  own, be a partner in, operate, be employed by,
act  as  an  advisor,  consultant,  agent,  officer,  director,  or  independent
contractor  for, or  otherwise  have an interest in or provide  services to, any
business competing with the Company  ("Competing  Business") without the written
consent of the Company.  A Competing  Business  shall include a business that is
competitive  with any  business  in which  the  Company  is  currently  engaged,
demonstrably anticipates to be engaged or has been engaged during the Noncompete
Period;  provided,  however,  that  nothing  contained in this  Agreement  shall
prevent  Employee  from holding for  investment  up to 5% of any class of equity
securities of a company whose securities are publicly traded (other than Company
as to which there shall be no such limitation).

     3.  Non-solicitation.  Employee  agrees that during the period  Employee is
employed by the Company  and for a period of one (1) year  thereafter,  Employee
will not,  either  alone or in concert  with  others,  directly  or  indirectly,
solicit,  entice,  induce  or  encourage:  (a)  any  employee(s)  to  leave  the
employment  of the  Company;  (b) any  customers  or  prospective  customers  to
discontinue using the Company's services; (c) any customers to refer prospective
customers  to  any  other  Competing   Business  or  to  discontinue   referring
prospective  customers to the Company or to switch customers from the Company or
any of its  Affiliated  Companies to any other  Competing  Business;  or (d) any
existing or proposed arrangement or other community or institutional affiliation
to discontinue the affiliation or relationship with Company.

     XII. REMEDIES. Employee acknowledges and agrees that: (a) the covenants set
forth in sections X and XI of this Agreement are reasonable and are essential to
the business interests and operations of Company;  (b) Company will not have any
adequate remedy at law if Employee violates the terms hereof or fails to perform
any of Employee's obligations  hereunder;  and (c) Company shall have the right,
in addition to any other rights it may have under applicable law, to obtain from
any court of competent jurisdiction  preliminary and permanent injunctive relief
to restrain any breach or  threatened  breach of or  otherwise  to  specifically
enforce any such  covenant  or any other of  Employee's  obligations  under this
Agreement,  as well as to obtain  damages  and an  equitable  accounting  of all
earnings,  profits and other benefits arising from such violation,  which rights
shall be  cumulative  and in addition  to any other  rights or remedies to which
Company may be entitled.

     XIII. NO CONFLICT.  Employee  represents and warrants to Company that he is
not a party to or otherwise bound by any other  employment or services that may,
in any way,  restrict  his right or  ability  to enter  into this  agreement  or
otherwise be employed by Company.

                                       3
<PAGE>
     XIV.  NOTICES.  Any written  notice  required to be given  pursuant to this
agreement  shall be hand delivered or sent via fax or E-mail,  or delivered by a
national overnight express service such as Federal Express.

     XV. JURISDICTION AND DISPUTES. This agreement shall be governed by the laws
of the Commonwealth of Pennsylvania. All disputes hereunder shall be resolved in
the applicable state or federal courts of  Pennsylvania.  The parties consent to
the exclusive jurisdiction of such courts, agree to accept service or process by
mail, and waive any  jurisdictional or venue defenses otherwise  available.  The
parties reserve the right to mutually agree to binding arbitration in accordance
with the policies of the American Arbitration Association.

     XVI.  AGREEMENT  BINDING ON SUCCESSORS.  This agreement shall be binding on
and  shall  inure  to the  benefit  of the  parties  hereto,  and  their  heirs,
administrators, and permitted successors and assigns.

     XVII. WAIVER. No waiver by either party of any default shall be deemed as a
waiver of any prior or  subsequent  default of the same or other  provisions  of
this agreement.

     XVIII.   SEVERABILITY.   If  any  provision   hereof  is  held  invalid  or
unenforceable  by court of competent  jurisdiction,  such  invalidity  shall not
affect the  validity  or  operation  of any other  provision,  and such  invalid
provision shall be deemed to be severed from the agreement.

     XIX.   ASSIGNABILITY.   This  agreement  and  the  rights  and  obligations
thereunder  are personal with respect to Employee and may not be assigned by any
action of Employee or by  operation of law.  Company  shall,  however,  have the
right to assign this  agreement  to a successor  in interest to the  business or
assets of Company or to any affiliate of Company.

     XX. INTEGRATION. This agreement constitutes the entire understanding of the
parties and is intended as a final expression of their  agreement.  It shall not
be  modified  or amended  except in writing  signed by the  parties  thereto and
specifically  referring to this agreement.  This agreement shall take precedence
over any other documents that may be in conflict therewith.

     IN WITNESS WHEREOF,  Company and Employee confirm the foregoing  accurately
sets forth the parties  respective rights and obligations and agrees to be bound
by having the evidenced signature affixed thereto.

AXEDA SYSTEMS INC.


By: /s/ Rich McNeal                                  /s/ Thomas J. Fogarty
    ----------------                                 ---------------------
Name: Rich McNeal                                    Thomas J. Fogarty
Title: VP-Human Resources

                                       4