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                                                                   EXHIBIT 10.06

                            WRITTEN DESCRIPTION OF
                            ----------------------
             XCELLENET, INC. KEY EMPLOYEE LOAN PROGRAM, AS AMENDED
             -----------------------------------------------------


          The XcelleNet, Inc. Key Employee Loan Program (the "Loan Program") is
not set forth in a formal document.  The following is a written description of
all of the material aspects of the Loan Program as administered by XcelleNet,
Inc. (the "Company").

          ELIGIBILITY. Any current full-time employee of the Company that (i)
owns shares of the Company's common stock (the "Common Stock") or holds vested
options under the Company's 1987 Stock Option Plan (the "Stock Option Plan") or
the 1996 Long-Term Incentive Plan (the "Incentive Plan"), and (ii) has a current
financial hardship, is eligible to apply to the Compensation and Stock
Option Committee of the Company's Board of Directors (the "Compensation
Committee") for a loan under the Loan Program. The Compensation Committee must
approve any loan made under the Loan Program. The Compensation Committee makes
its determinations to extend loans under the Loan Program on a case by case
basis based upon subjective factors.

          MONETARY LIMITS.  The aggregate principal amount outstanding pursuant
to all of the loans outstanding under the Loan Program at any one time may not
exceed $500,000.  Each individual loan may not exceed an amount equal to the
product of (i) the fair market value of a share of Common Stock on the date of
the loan, and (ii) the sum of the number of shares of Common Stock owned by the
employee plus the number of shares of Common Stock subject to the employee's
vested options under the Stock Option Plan.

          LOAN TERMS. The interest rate charged on loans under the Loan Program
is equal to 2% plus the prime rate as quoted on the date the loan is made in
such sources as the Company deems appropriate. Principal and interest pursuant
to such loans are payable over a 48 month period in equal monthly installments.
Prepayment of loans is permitted without penalty. The Company requires that Loan
Program participants make certain loan prepayments equal to 25% of the gross
amount of any bonus compensation paid to such individuals. Each participant in
the Loan Program is required to pledge to the Company shares of Common Stock
and/or vested options having an aggregate value equal to the principal amount of
the loan. When shares of Common Stock are given as collateral for loans under
the Loan Program, the shares are valued at the fair market value of the Common
Stock at the date of the loan. When vested options are given as collateral for
loans under the Loan Program, the options are valued at the difference between
the fair market value of the Company's common stock on the date that the loan is
made and the exercise price of the options. Generally, each loan under the Loan
Program is evidenced by the form Installment Note and form Pledge Agreement
attached hereto, but the terms of the note and pledge agreement used in
connection with any individual loan made under the Loan Program may vary from
the terms of the attached Installment Note and Pledge Agreement.

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                                INSTALLMENT NOTE
                                ----------------


$_______________                                        ________________, 19__


          FOR VALUE RECEIVED, the undersigned ________________________,
currently a full-time employee of XcelleNet, Inc., promises to pay to the order
of XcelleNet, Inc. (hereafter, together with any holder hereof, called "Holder")
at the offices of Holder in Atlanta, Georgia or at such other place as the
Holder may designate and notify the undersigned, in lawful money of the United
States, and in immediately available funds, the principal sum of
_______________________ DOLLARS ($___________) together with interest on the
principal balance from time to time outstanding hereunder from the date hereof
until paid in full at a per annum rate equal to ________ percent (___%).  Said
principal and accrued interest shall be paid in forty-eight (48) equal monthly
installments of $_______ each, beginning ________, 19__ and continuing on the
__day of each month thereafter until paid in full.  Each such principal and
interest payment shall be applied first, to accrued interest, and then to the
principal balance.

          Upon termination of the undersigned's employment with XcelleNet, Inc.
for any reason, the total amount of unpaid principal plus accrued but unpaid
interest shall be immediately due and payable.

          The undersigned, at its option, may voluntarily prepay the
indebtedness evidenced by this Note, either in whole or in part, at any time
without penalty, with interest thereon to the date of prepayment.  In addition,
the undersigned shall be required to make prepayments from any bonuses received
from XcelleNet, Inc., with the amount of each such prepayment equal to 25% of
the bonus (before taxes and any other payroll deductions).  If a voluntary or
required prepayment is in part, the undersigned shall make each later payment as
it becomes due until this Note is paid in full.

          Should the undersigned now, or in the future, own common or preferred
stock, or any other equity interest, including any subscription rights, warrants
or vested options, of XcelleNet, Inc. (the "Shares"), the undersigned agrees to
pledge all or a part of such Shares to the Holder (the "Pledged Shares").  The
number of Pledged Shares shall be equal to the lesser of the total Shares owned
by the undersigned or the number of Shares calculated by dividing the principal
balance outstanding on the date of the pledge by the exercise price in
XcelleNet, Inc.'s latest Incentive Stock Option grant, rounded upward to the
next 100 shares, with vested options being valued at the difference between the
fair market value of XcelleNet, Inc.'s common stock on the date of the pledge
and the exercise price of the vested options.  The undersigned agrees to execute
a Pledge Agreement, in the form attached as Exhibit "A", in connection with such
Pledged Shares (the "Pledge Agreement").

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          Upon the occurrence of any of the following events (each of the
following a "Default"): (i) the undersigned shall fail to pay within ten (10)
days of demand in writing therefore any of the due but unpaid obligations under
this Note; (ii) an Event of Default (as such term is defined in the Pledge
Agreement); (iii) the undersigned's employment with XcelleNet, Inc., shall be
terminated for any reason; or (iv) the undersigned should become insolvent (as
defined in the Uniform Commercial Code in effect at that time in Georgia), or a
petition in bankruptcy is filed by or against the undersigned, or a receiver is
appointed for any part of the property or assets of the undersigned; then any
and all of the obligations hereunder, at the option of the Holder, and without
demand or further notice of any kind, may be declared, and thereupon shall
immediately become in default and due and payable, and the undersigned shall pay
all expenses of the Holder in the collection of this Note, including attorneys'
fees in the amount of fifteen percent (15%) of the unpaid principal balance and
accrued interest, if this Note is collected by or through an attorney-at-law.

          Time is of the essence of this Note.

          No delay or failure on the part of the Holder in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Holder of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other rights or remedies.

          As used in this Note and for the purposes of Section 7-4-2 of the
Official Code of Georgia Annotated, the term "interest" does not include any
fees or other charges imposed on the undersigned in connection with this loan
other than the interest described in the first paragraph hereof

          The undersigned hereby waives presentment, demand, notice of dishonor,
notice of nonpayment, protests and all other notices or demands whatever.

          Any notice to be given hereunder shall be in writing, and shall be
sent to the addresses for each party as set forth in Section 14 of the Pledge
Agreement.

          This Note has been executed and delivered in, and its terms and
conditions are to be governed and construed by the laws of, the State of
Georgia.

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            This Note shall be binding upon the successors and assigns of the
undersigned.



------------------------                  --------------------------
                                                              Date

------------------------                  --------------------------
Witness                                                       Date

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                                  Exhibit "A"

                                PLEDGE AGREEMENT


          This PLEDGE AGREEMENT is made and entered into this ____ day of
_________, 19___, by and between ________________________, an individual
residing in the State of __________ (the "Pledgor"), and XCELLENET, INC., a
Georgia corporation (the "Pledgee").


                                   BACKGROUND

          The Pledgor is obligated to pay Pledgee __________________________
Dollars ($_______) together with interest thereon pursuant to the Pledgor's
$_________ principal amount Installment Note dated ____________, 19__ (the
"Note"), and this obligation is to be secured by the Pledged Collateral (as
defined below).


                                   AGREEMENT

In consideration of the premises and the mutual covenants herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and in order to induce the Pledgee to make advances
under the Note, the parties agree as follows:

          SECTION 1.  Pledge.  As security for (a) the due and punctual payment
                      ------
of all Pledgor's obligations under the Note (the "Obligations"), the Pledgor
hereby pledges, assigns, transfers, grants and delivers to the Pledgee a first
priority security interest in, (i) _______ shares of the common/preferred
capital stock of the Pledgor represented by Certificate No. _________, (ii)
________ vested options of the Pledgor and any other person or entity which is a
successor to the Pledgee (the "Issuer"), as granted in that certain Option
Agreement between the Pledgee and Pledgor dated as of _________ __, ___,
(together with any certificate or instrument evidencing such vested option)
(clause (i) and (ii) collectively, the "Pledged Shares"), and (iii) subject to
Section 4, any cash, additional shares or securities or other property at any
time and from time to time receivable or otherwise distributable in respect of,
in exchange for, or in substitution of, the Pledged Shares, together with the
proceeds thereof (all such shares, securities, cash, property and other proceeds
thereof being hereinafter collectively called the "Pledged Collateral").  This
Pledge Agreement is made, and the security interest created hereby is granted to
the Pledgee, to secure payment in full of the Obligations.

          SECTION 2.  Representations and Warranties.  The Pledgor hereby
                      ------------------------------
represents and warrants that the Pledgor is the legal and equitable owner of the
Pledged Shares, and holds the same free and clear of all liens, charges,
encumbrances and security interests of every kind and nature; and that Pledgor
has the right and legal authority to pledge the Pledged Shares in the manner
hereby done.  Pledgor agrees that he will defend his title

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thereto against the claims of all persons whomsoever.  Pledgor further
represents and warrants that the pledge of the Pledged Shares is effective to
vest in the Pledgee the rights of the Pledgee in the Pledged Shares as set forth
herein.  The Pledgor's social security number is ___________.

          SECTION 3.  Retention of the Pledged Collateral.  Pledgee agrees to
                      -----------------------------------
hold all Pledged Collateral in the form in which the same are delivered to it,
unless and until there shall occur an Event of Default (as defined in Section
7).  Pledgee agrees to use reasonable care in the custody and preservation
thereof.

          SECTION 4.  Voting Rights, Dividends, Etc.
                      ------------------------------

          (a) So long as no Event or Default hereunder shall have occurred,

              (i) the Pledgor shall be entitled to exercise any and all voting
and consensual rights and powers accruing to an owner of the Pledged Shares or
any part thereof; and

              (ii) the Pledgor shall be entitled to retain and use any and all
cash dividends paid on the Pledged Shares, but any and all stock and liquidating
dividends, other distributions in property, return of capital or other
distributions made on or in respect to the Pledged Shares, whether resulting
from a subdivision, combination or reclassification of outstanding capital stock
of any corporation the capital stock of which is pledged hereunder or received
in exchange for the Pledged Shares or any part thereof or as a result of any
merger, consolidation, acquisition or other exchange of assets or on the
liquidation, whether voluntary or involuntary, of the Issuer of the Pledged
Shares, or otherwise, shall be and become part of the Pledged Collateral pledged
hereunder and, if received by the Pledgor, shall forthwith be delivered to the
Pledgee to be held as collateral subject to the terms of this Pledge Agreement;
and

              (iii) the Pledgee shall execute and deliver to the Pledgor, or
cause to be executed and delivered to the Pledgor, as appropriate, all such
proxies, powers of attorney, dividend orders and other instruments as the
Pledgor may reasonably request for the purpose of enabling the Pledgor to
exercise the voting and consensual rights and powers which Pledgor is entitled
to exercise pursuant to paragraph (i) above and to receive the dividends which
Pledgor is authorized to retain pursuant to paragraph (ii) above.

          (b) Upon the occurrence and during the continuance of an Event of
Default hereunder, all rights of the Pledgor to exercise the voting and
consensual rights and powers which Pledgor is entitled to exercise pursuant to
paragraph (a)(i) above and to receive the dividends which Pledgor is authorized
to receive and retain pursuant to paragraph (a)(ii) above shall cease, and all
such rights thereupon shall become vested solely in the Pledgee.  Any and all
money and other property paid over to or received by the Pledgee pursuant to the
provisions of this paragraph (b) shall be retained by the

                                      -6-
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Pledgee as additional collateral hereunder and shall be applied in accordance
with the provisions of Section 8 hereof.

          SECTION 5.  Remedies upon Default.  In addition to any right or remedy
                      ---------------------
that the Pledgor may have under the Note or otherwise under applicable law, if
an Event of Default shall have occurred and be continuing, the Pledgee may
exercise any and all the rights and remedies of a secured party under the
Uniform Commercial Code as in effect in any applicable jurisdiction (the "Code")
and may otherwise sell or otherwise dispose of the Pledged Collateral at a
public or private sale or make other commercially reasonable disposition of the
Pledged Collateral or any portion thereof, and for such price or prices and on
such terms as the Pledgee in its discretion shall deem appropriate, after ten
(10) days' notice to Pledgor, and Pledgee may purchase the Pledged Collateral or
any portion thereof at any public sale.  As an alternative to exercising the
power of sale, the Pledgee may proceed by suit to foreclose this Pledge
Agreement and sell the Pledged Collateral or any portion thereof pursuant to a
judgment or decree.  Pledgee, at its option, may also retain the Pledged Shares
in full satisfaction of the Obligations.  The rights and remedies of the Pledgee
under this Agreement are cumulative and not exclusive of any rights or remedies
it would otherwise have.

          SECTION 6.  Pledgee Appointed Attorney-in-Fact.  The Pledgor hereby
                      ----------------------------------
constitutes and appoints the Pledgee the attorney-in-fact of the Pledgor for the
purpose of carrying out the provisions of this Pledge Agreement and taking any
action and executing any instrument which the Pledgee may deem necessary or
advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest.  Nothing herein contained shall be construed,
however, as requiring or obligating the Pledgee to take any action with respect
to the Pledged Collateral or any part thereof.

          SECTION 7.  Event of Default Defined.  For purposes of this Pledge
                      ------------------------
Agreement, an "Event of Default" shall exist hereunder upon declaration thereof
by Pledgee following the occurrence of any of the following events:

     (a)  any default as defined in the Note;

     (b)  any representation or warranty made in this Pledge Agreement shall
          prove to have been false and misleading in any material respect when
          made;

     (c)  the Pledgor from and after the date hereof shall, or shall attempt to,
          encumber, subject to any further pledge or security interest, sell,
          transfer or otherwise dispose of any of the Pledged Collateral or any
          interest therein;

     (d)  all or any part of the Pledged Collateral shall be attached or levied
          upon or seized in any legal proceedings, or held by virtue of any lien
          or distress;

     (e)  the Pledgor shall fail to pay promptly all taxes and assessments upon
          any of the Pledged Collateral; or

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     (f)  the Pledgor shall fail to comply with any provision of this Pledge
          Agreement.

          SECTION 8.  Application of Proceeds of Sale and Cash.  The proceeds of
                      ----------------------------------------
any sale of the whole or any part of the Pledged Collateral, together with any
other moneys held by the Pledgee under the provisions of this Pledge Agreement,
shall be applied by the Pledgee as follows:

          First:   to the payment of all costs and expenses incurred by the
Pledgee in enforcing its rights hereunder, including reasonably attorneys' fees;

          Second:   to the payment in full of the Obligations.  Any amounts
remaining after such application shall be promptly remitted to the Pledgor, its
successors, designees, legal representatives or assigns, or as otherwise
provided by law.

          SECTION 9.  Further Assurances.  The Pledgor agrees that it will join
                      ------------------
with the Pledgee in executing and will file or record such notices, financing
statements or other documents as may be necessary to the perfection of the
security interest of the Pledgee hereunder, and as the Pledgee or its counsel
may reasonably request, and that Pledgor will do such further acts and things
and execute and deliver to the Pledgee such additional conveyances, assignments,
agreements and instruments as the Pledgee may at that time reasonably request in
connection with the administration and enforcement of this Pledge Agreement.

          SECTION 10.  No Waiver.  No failure on the part of the Pledgee to
                       ---------
exercise, and no delay on its part in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power, or remedy preclude any other or the further
exercise thereof or the exercise of any other right, power or remedy.  All
remedies hereunder are cumulative and are not exclusive of any other remedies
provided by law.

          SECTION 11.  Governing Law, Amendments.  This Pledge Agreement has
                       -------------------------
been executed and delivered in the State of Georgia and shall in all respects be
construed in accordance with and governed by the laws of said State.  This
Pledge Agreement may not be amended or modified, except in writing signed by the
parties hereto.

          SECTION 12.  Return of Pledged Collateral to Pledgor, Termination.
                       ----------------------------------------------------
Upon payment in full to Pledgee of all amounts due under the Note, and any then
due but unpaid other Obligations of Pledgor hereunder, (i) Pledgee shall
promptly return to the Pledgor all of the then remaining Pledged Collateral held
by it, together with any instruments of transfer executed by the Pledgor and
(ii) this Agreement shall thereupon immediately terminate.

                                      -8-
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          SECTION 13.  Binding Agreement, Assignment.  This Pledge Agreement,
                       -----------------------------
and the terms, covenants and conditions hereof, shall be binding upon and inure
to the benefit of the Pledgee and to all holders of the indebtedness secured
hereby and their respective successors and assigns and to the Pledgor and its
successors, designees, legal representatives and assigns, except that the
Pledgor shall not, without prior written consent of the Pledgee, be permitted to
assign this Pledge Agreement or any interest herein or in the Pledged
Collateral, or any part thereof, or any cash or property held by the Pledgee as
collateral under this Pledge Agreement, and any attempt to do so shall be null
and void.  Except as otherwise referred to herein, this Agreement, and the
documents executed and delivered pursuant hereby, constitute the entire
agreement between the parties relating to the specific subject matter hereof.

          SECTION 14.  Notices.  All notices required or permitted hereunder
                       -------
shall be deemed effectively given (a) upon personal delivery thereof or (b)
three days after being sent by registered or certified mail, postage prepaid:

          If to Pledgor:



          If to Pledgee: XcelleNet, Inc.
                         5 Concourse Parkway
                         Suite 850
                         Atlanta, Georgia 30328

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          IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be executed as of the first date written above.

                              PLEDGOR:


                              By:  ____________________________________


                              PLEDGEE:

                              XCELLENET, INC


                              By:  ------------------------------------

                                 Title:  ------------------------------

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