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                                                                   Exhibit 10.13


          SUMMARY OF TERMS OF EXECUTIVE CHANGE-IN-CONTROL AGREEMENT FOR

                         ALAN GOLDSWORTHY AND ED TERINO

     1. NATURE OF AGREEMENT. This Agreement is not an employment contract and
does not specify any terms or conditions of employment. It provides for certain
severance benefits to the Executive in the event his/her employment is
terminated under specified circumstances following a Change in Control of the
Company.

     2. TERM OF AGREEMENT. This Agreement takes effect upon execution and
expires on December 31, 2002; provided that (i) it is subject to automatic
one-year extensions unless prior notice of termination is given by the Company
and (ii) the Executive is entitled to the severance benefits provided therein if
a Change in Control occurs during the term of this Agreement and the Executive's
employment is terminated under specified circumstances within 12 months after
such Change in Control.

     3. KEY DEFINITIONS.

          a. CHANGE IN CONTROL means, in summary: (i) the acquisition by a party
or a group of 50% or more of the outstanding stock of the Company; (ii) a
change, without Board of Directors approval, of a majority of the Board of
Directors; (iii) the acquisition of the Company by means of a reorganization,
merger, consolidation or asset sale; or (iv) the approval of a liquidation or
dissolution of the Company.

          b. CAUSE means, in summary: (i) the Executive's willful and continued
failure to substantially perform his reasonable assigned duties (which failure
continues after a 30-day cure period); or (ii) the Executive's willful
engagement in illegal conduct or gross misconduct injurious to the Company.

          c. GOOD REASON means, in summary, a good faith determination by the
Executive that there has occurred: (i) a diminution in the Executive's position,
authority or responsibilities; (ii) a reduction in his/her salary or benefits;
(iii) a relocation of the Executive; or (iv) a breach of an employment contract
with the Executive.

     4. SEVERANCE BENEFITS.

          a. STOCK OPTION ACCELERATION. Upon a Change in Control, all
outstanding stock options of the Executive shall become exercisable in full.
This benefit accrues to the Executive irrespective of whether an employment
termination occurs.

          b. REPAYMENT OF NOTE. Upon a Change in Control, the Executive shall
have the right and option to repay his Secured Promissory Note in the original
principal amount of $225,001.88, in the case of Alan Goldsworthy, or
$180,000.63, in the case of Ed Terino, by applying against the outstanding
balance of the Note the amount of cash and/or securities (based on their fair
market value) received by the Executive in exchange for the shares of common
stock pledged to the Company as security for the Note. If the Executive
exercises this right, (i) any remaining balance on the Note shall be forgiven by
the Company and (ii) the Company shall pay a "gross up" payment to the Executive
to cover the tax liabilities of the


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Executive attributable to the forgiveness of the Note. This benefit accrues to
the Executive irrespective of whether an employment termination occurs.

          c. TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive's
employment is terminated by the Company without Cause or by the Executive for
Good Reason within 12 months following a Change in Control, the Executive shall
receive a continuation of base pay (including salary and target bonus) and all
employee benefits during the 12-month period following employment termination.

          d. OTHER EMPLOYMENT TERMINATIONS. In general, if the Executive's
employment terminates for any reason prior to a Change in Control or for any
reason other than a termination without Cause or for Good Reason following a
Change in Control, the Executive shall not receive the benefits described in the
preceding paragraph.

          e. TAX TREATMENT. The Internal Revenue Code imposes certain tax
penalties on both the Company and the Executive if the amount of severance
payments to the Executive following a Change in Control exceeds certain limits
(generally three times the average of the Executive's compensation over the
previous five years). The Retention Agreement provides that the Company shall
make a "gross up" payment to the Executive such that his net after-tax severance
benefits are equal to what he would have received absent the penalty tax.

          f. NO MITIGATION. The severance benefits payable to the Executive are
not reduced by payments received by the Executive from a subsequent employer.

     5. EXPENSES. The Company must pay, as incurred, all expenses which the
Executive reasonably incurs as a result of any dispute relating to this
Agreement (regardless of the outcome of such dispute).


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                      EXECUTIVE CHANGE-IN-CONTROL AGREEMENT


     THIS EXECUTIVE RETENTION AGREEMENT by and between Applix, Inc., a
Massachusetts corporation (the "Company"), and Alan Goldsworthy (the
"Executive") is made as of July___, 2001 (the "Effective Date").

     WHEREAS, the Company recognizes that, as is the case with many
publicly-held corporations, the possibility of a change in control of the
Company exists and that such possibility, and the uncertainty and questions
which it may raise among key personnel, may result in the departure or
distraction of key personnel to the detriment of the Company and its
stockholders, and

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that appropriate steps should be taken to reinforce and encourage the continued
employment and dedication of the Company's key personnel without distraction
from the possibility of a change in control of the Company and related events
and circumstances.

     NOW, THEREFORE, as an inducement for and in consideration of the Executive
remaining in its employ, the Company agrees that the Executive shall receive the
severance benefits set forth in this Agreement in the event the Executive's
employment with the Company is terminated under the circumstances described
below subsequent to a Change in Control (as defined in Section 1.1).

     1.   KEY DEFINITIONS.

     As used herein, the following terms shall have the following respective
meanings:

          1.1  "CHANGE IN CONTROL" means an event or occurrence set forth in any
one or more of subsections (a) through (d) below (including an event or
occurrence that constitutes a Change in Control under one of such subsections
but is specifically exempted from another such subsection):

               (a) the acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any
capital stock of the Company if, after such acquisition, such Person
beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 50% or more of either (i) the then-outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then-outstanding securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); PROVIDED, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change in Control: (i) any
acquisition directly from the Company (excluding an acquisition pursuant to the
exercise, conversion or exchange of any security exercisable for, convertible
into or exchangeable for common stock or voting securities of the Company,
unless the Person exercising, converting or exchanging such security acquired
such security directly from the Company or an underwriter or agent of the
Company), (ii) any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the


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Company or any corporation controlled by the Company, or (iv) any acquisition by
any corporation pursuant to a transaction which complies with clauses (i) and
(ii) of subsection (c) of this Section 1.1; or

               (b) such time as the Continuing Directors (as defined below) do
not constitute a majority of the Board (or, if applicable, the Board of
Directors of a successor corporation to the Company), where the term "Continuing
Director" means at any date a member of the Board (i) who was a member of the
Board on the date of the execution of this Agreement or (ii) who was nominated
or elected subsequent to such date by at least a majority of the directors who
were Continuing Directors at the time of such nomination or election or whose
election to the Board was recommended or endorsed by at least a majority of the
directors who were Continuing Directors at the time of such nomination or
election; PROVIDED, HOWEVER, that there shall be excluded from this clause (ii)
any individual whose initial assumption of office occurred as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents, by
or on behalf of a person other than the Board; or

               (c) the consummation of a merger, consolidation, reorganization,
recapitalization or statutory share exchange involving the Company or a sale or
other disposition of all or substantially all of the assets of the Company in
one or a series of transactions (a "Business Combination"), unless, immediately
following such Business Combination, each of the following two conditions is
satisfied: (i) all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding
securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such Business
Combination (which shall include, without limitation, a corporation which as a
result of such transaction owns the Company or substantially all of the
Company's assets either directly or through one or more subsidiaries) (such
resulting or acquiring corporation is referred to herein as the "Acquiring
Corporation") in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, respectively; and (ii)
no Person (excluding the Acquiring Corporation or any employee benefit plan (or
related trust) maintained or sponsored by the Company or by the Acquiring
Corporation) beneficially owns, directly or indirectly, 30% or more of the then
outstanding shares of common stock of the Acquiring Corporation, or of the
combined voting power of the then-outstanding securities of such corporation
entitled to vote generally in the election of directors (except to the extent
that such ownership existed prior to the Business Combination); or

               (d) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

          1.2  "CHANGE IN CONTROL DATE" means the first date during the Term (as
defined in Section 2) on which a Change in Control occurs. Anything in this
Agreement to the contrary notwithstanding, if (a) a Change in Control occurs,
(b) the Executive's employment with the Company is terminated prior to the date
on which the Change in Control occurs, and (c) it is


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reasonably demonstrated by the Executive that such termination of employment (i)
was at the request of a third party who has taken steps reasonably calculated to
effect a Change in Control or (ii) otherwise arose in connection with or in
anticipation of a Change in Control, then for all purposes of this Agreement the
"Change in Control Date" shall mean the date immediately prior to the date of
such termination of employment.

          1.3  "CAUSE" means:

               (a) the Executive's willful and continued failure to
substantially perform his reasonable assigned duties as an officer of the
Company (other than any such failure resulting from incapacity due to physical
or mental illness or any failure after the Executive gives notice of termination
for Good Reason), which failure is not cured within 30 days after a written
demand for substantial performance is received by the Executive from the Board
of Directors of the Company which specifically identifies the manner in which
the Board of Directors believes the Executive has not substantially performed
the Executive's duties; or

               (b) the Executive's willful engagement in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company.

     For purposes of this Section 1.3, no act or failure to act by the Executive
shall be considered "willful" unless it is done, or omitted to be done, in bad
faith and without reasonable belief that the Executive's action or omission was
in the best interests of the Company.

          1.4  "GOOD REASON" means the occurrence, without the Executive's
written consent, of any of the events or circumstances set forth in clauses (a)
through (g) below. Notwithstanding the occurrence of any such event or
circumstance, such occurrence shall not be deemed to constitute Good Reason if,
prior to the Date of Termination specified in the Notice of Termination (each as
defined in Section 3.2(a)) given by the Executive in respect thereof, such event
or circumstance has been fully corrected and the Executive has been reasonably
compensated for any losses or damages resulting therefrom (provided that such
right of correction by the Company shall only apply to the first Notice of
Termination for Good Reason given by the Executive).

               (a) the assignment to the Executive of duties inconsistent in any
material respect with the Executive's position (including status, offices,
titles and reporting requirements), authority or responsibilities in effect
immediately prior to the earliest to occur of (i) the Change in Control Date,
(ii) the date of the execution by the Company of the initial written agreement
or instrument providing for the Change in Control or (iii) the date of the
adoption by the Board of Directors of a resolution providing for the Change in
Control (with the earliest to occur of such dates referred to herein as the
"Measurement Date"), or any other action or omission by the Company which
results in a material diminution in such position, authority or
responsibilities; provided, however, that if the Executive terminates his
employment for Good Reason pursuant to this paragraph, he must provide to the
Company or the acquiring entity, during the three month period following the
Change in Control Date, such cooperation as the Company or acquiring entity may
reasonably request with respect to transition matters, which cooperation shall
not entail a commitment by the Executive of more than 40 hours per month;


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               (b) a reduction in the Executive's annual base salary as in
effect on the Measurement Date or as the same was or may be increased thereafter
from time to time;

               (c) the failure by the Company to (i) continue in effect any
material compensation or benefit plan or program (including without limitation
any life insurance, medical, health and accident or disability plan and any
vacation or automobile program or policy) (a "Benefit Plan") in which the
Executive participates or which is applicable to the Executive immediately prior
to the Measurement Date, unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to such plan or
program, (ii) continue the Executive's participation therein (or in such
substitute or alternative plan) on a basis not materially less favorable, both
in terms of the amount of benefits provided and the level of the Executive's
participation relative to other participants, than the basis existing
immediately prior to the Measurement Date or (iii) award cash bonuses to the
Executive in amounts and in a manner substantially consistent with past practice
in light of the Company's financial performance;

               (d) a change by the Company in the location at which the
Executive performs his principal duties for the Company to a new location that
is both (i) outside a radius of 35 miles from the Executive's principal
residence immediately prior to the Measurement Date and (ii) more than 20 miles
from the location at which the Executive performed his principal duties for the
Company immediately prior to the Measurement Date; or a requirement by the
Company that the Executive travel on Company business to a substantially greater
extent than required immediately prior to the Measurement Date;

               (e) the failure of the Company to obtain the agreement from any
successor to the Company to assume and agree to perform this Agreement, as
required by Section 6.1;

               (f) any failure of the Company to pay or provide to the Executive
any portion of the Executive's compensation or benefits due under any Benefit
Plan within seven days of the date such compensation or benefits are due, or any
material breach by the Company of this Agreement or any employment agreement
with the Executive.

     For purposes of this Agreement, any good faith determination of "Good
Reason" made by the Executive shall be conclusive, binding and final. The
Executive's right to terminate his employment for Good Reason shall not be
affected by his incapacity due to physical or mental illness.

          1.5  "DISABILITY" means the Executive's absence from the full-time
performance of the Executive's duties with the Company for 180 consecutive
calendar days as a result of incapacity due to mental or physical illness which
is determined to be total and permanent by a physician selected by the Company
or its insurers and acceptable to the Executive or the Executive's legal
representative.

     2.   TERM OF AGREEMENT. This Agreement, and all rights and obligations of
the parties hereunder, shall take effect upon the Effective Date and shall
expire upon the first to occur of (a) the expiration of the Term (as defined
below) if a Change in Control has not occurred during the


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Term, (b) the termination of the Executive's employment prior to the Change in
Control Date, (c) the date 12 months after the Change in Control Date, if the
Executive is still employed by the Company as of such later date, or (d) the
fulfillment by the Company of all of its obligations under Sections 4 and 5.2 if
the Executive's employment with the Company terminates within 12 months
following the Change in Control Date. "Term" shall mean the period commencing as
of the Effective Date and continuing in effect through December 31, 2002;
PROVIDED, however, that commencing on January 1, 2003 and each January 1
thereafter, the Term shall be automatically extended for one additional year
unless, not later than 90 days prior to the scheduled expiration of the Term (or
any extension thereof), the Company shall have given the Executive written
notice that the Term will not be extended.

     3.   EMPLOYMENT STATUS; TERMINATION FOLLOWING CHANGE IN CONTROL.

          3.1  NOT AN EMPLOYMENT CONTRACT. The Executive acknowledges that this
Agreement does not constitute a contract of employment or impose on the Company
any obligation to retain the Executive as an employee and that this Agreement
does not prevent the Executive from terminating employment at any time. If the
Executive's employment with the Company terminates for any reason and
subsequently a Change in Control shall occur, the Executive shall not be
entitled to any benefits hereunder except as otherwise provided pursuant to
Section 1.2.

          3.2  TERMINATION OF EMPLOYMENT.

               (a) If the Change in Control Date occurs during the Term, any
termination of the Executive's employment by the Company or by the Executive
within 12 months following the Change in Control Date (other than due to the
death of the Executive) shall be communicated by a written notice to the other
party hereto (the "Notice of Termination"), given in accordance with Section 7.
Any Notice of Termination shall: (i) indicate the specific termination provision
(if any) of this Agreement relied upon by the party giving such notice, (ii) to
the extent applicable, set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) specify the Date of
Termination (as defined below). The effective date of an employment termination
(the "Date of Termination") shall be the close of business on the date specified
in the Notice of Termination (which date may not be less than 15 days or more
than 120 days after the date of delivery of such Notice of Termination), in the
case of a termination other than one due to the Executive's death, or the date
of the Executive's death, as the case may be. In the event the Company fails to
satisfy the requirements of Section 3.2(a) regarding a Notice of Termination,
the purported termination of the Executive's employment pursuant to such Notice
of Termination shall not be effective for purposes of this Agreement.

               (b) The failure by the Executive or the Company to set forth in
the Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the Executive or
the Company, respectively, hereunder or preclude the Executive or the Company,
respectively, from asserting any such fact or circumstance in enforcing the
Executive's or the Company's rights hereunder.


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               (c) Any Notice of Termination for Cause given by the Company must
be given within 90 days of the occurrence of the event(s) or circumstance(s)
which constitute(s) Cause. Prior to any Notice of Termination for Cause being
given (and prior to any termination for Cause being effective), the Executive
shall be entitled to a hearing before the Board of Directors of the Company at
which he may, at his election, be represented by counsel and at which he shall
have a reasonable opportunity to be heard. Such hearing shall be held on not
less than 15 days prior written notice to the Executive stating the Board of
Directors' intention to terminate the Executive for Cause and stating in detail
the particular event(s) or circumstance(s) which the Board of Directors believes
constitutes Cause for termination.

     4.   BENEFITS TO EXECUTIVE.

          4.1  STOCK ACCELERATION AND REPAYMENT OF PROMISSORY NOTE.

               (a) If the Change in Control Date occurs during the Term, then,
effective upon the Change in Control Date, (i) each outstanding option to
purchase shares of Common Stock of the Company held by the Executive shall
become immediately exercisable in full and will no longer be subject to a right
of repurchase by the Company and (ii) each outstanding restricted stock award
shall be deemed to be fully vested and will no longer be subject to a right of
repurchase by the Company.

               (b) If the Change in Control Date occurs during the Term, then,
effective upon the Change in Control Date, the Executive shall have the right
and option to repay the Secured Promissory Note, dated July 31, 2000, in the
original principal amount of $225,001.88 (the "Note"), by applying against the
outstanding balance of the Note the amount of cash and/or securities (based on
the fair market value of such securities on the Change in Control Date) received
by the Executive in exchange for the 51,429 shares of the Company's common stock
which the Executive has pledged as collateral security for his obligations under
the Note. In the event the Executive exercises his right under this Section
4.1(b), (i) any remaining balance on the Note shall be forgiven by the Company
and (ii) the Company shall pay to the Executive an amount equal to the sum of
(A) the amount necessary to pay all taxes imposed on (or economically borne by)
the Executive attributable to the Company's forgiveness of the balance of the
Note and (B) the amount necessary to pay all additional taxes imposed on (or
economically borne by) the Executive attributable to the receipt of the payment
described in clause (A). For purposes of the preceding sentence, all taxes shall
be computed assuming the application of the maximum rates provided by law.

          4.2  COMPENSATION. If the Change in Control Date occurs during the
Term and the Executive's employment with the Company terminates within 12 months
following the Change in Control Date, the Executive shall be entitled to the
following benefits:

               (a) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the
Executive's employment with the Company is terminated by the Company (other than
for Cause, Disability or Death) or by the Executive for Good Reason within 12
months following the Change in Control Date, then the Executive shall be
entitled to the following benefits:


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                    (i) the Company shall pay to the Executive in a lump sum in
cash within 30 days after the Date of Termination the sum of (A) the Executive's
base salary through the Date of Termination, (B) the product of (x) the annual
bonus paid or payable (including any bonus or portion thereof which has been
earned but deferred) for the most recently completed fiscal year and (y) a
fraction, the numerator of which is the number of days in the current fiscal
year through the Date of Termination, and the denominator of which is 365 and
(C) the amount of any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon) and any accrued
vacation pay, in each case to the extent not previously paid (the sum of the
amounts described in clauses (A), (B), and (C) shall be hereinafter referred to
as the "Accrued Obligations");

                    (ii) for 12 months after the Date of Termination, the
Company shall continue to pay to the Executive (A) his highest annual base
salary during the three-year period prior to the Date of Termination and (B) the
amount of his target annual bonus for the calendar year during which the Date of
Termination occurs (payable in annualized monthly installments);

                    (iii) for 12 months after the Date of Termination, or such
longer period as may be provided by the terms of the appropriate plan, program,
practice or policy, the Company shall continue to provide benefits to the
Executive and the Executive's family at least equal to those which would have
been provided to them if the Executive's employment had not been terminated, in
accordance with the applicable Benefit Plans in effect on the Measurement Date
or, if more favorable to the Executive and his family, in effect generally at
any time thereafter with respect to other peer executives of the Company and its
affiliated companies; PROVIDED, however, that if the Executive becomes
reemployed with another employer and is eligible to receive a particular type of
benefits (e.g., health insurance benefits) from such employer on terms at least
as favorable to the Executive and his family as those being provided by the
Company, then the Company shall no longer be required to provide those
particular benefits to the Executive and his family;

                    (iv) to the extent not previously paid or provided, the
Company shall timely pay or provide to the Executive any other amounts or
benefits required to be paid or provided or which the Executive is eligible to
receive following the Executive's termination of employment under any plan,
program, policy, practice, contract or agreement of the Company and its
affiliated companies (such other amounts and benefits shall be hereinafter
referred to as the "Other Benefits"); and

                    (v) for purposes of determining eligibility (but not the
time of commencement of benefits) of the Executive for retiree benefits to which
the Executive is entitled, the Executive shall be considered to have remained
employed by the Company until 12 months after the Date of Termination.

               (b)  RESIGNATION WITHOUT GOOD REASON; TERMINATION FOR DEATH OR
DISABILITY. If the Executive voluntarily terminates his employment with the
Company within 12 months following the Change in Control Date, excluding a
termination for Good Reason, or if the Executive's employment with the Company
is terminated by reason of the Executive's death or Disability within 12 months
following the Change in Control Date, then the Company shall


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(i) pay the Executive (or his estate, if applicable), in a lump sum in cash
within 30 days after the Date of Termination, the Accrued Obligations and (ii)
timely pay or provide to the Executive the Other Benefits.

               (c) TERMINATION FOR CAUSE. If the Company terminates the
Executive's employment with the Company for Cause within 12 months following the
Change in Control Date, then the Company shall (i) pay the Executive, in a lump
sum in cash within 30 days after the Date of Termination, the sum of (A) the
Executive's annual base salary through the Date of Termination and (B) the
amount of any compensation previously deferred by the Executive, in each case to
the extent not previously paid, and (ii) timely pay or provide to the Executive
the Other Benefits.

          4.3  TAXES.

               (a) In the event that the Company undergoes a "Change in
Ownership or Control" (as defined below), the Company shall, within 30 days
after each date on which the Executive becomes entitled to receive (whether or
not then due) a Contingent Compensation Payment (as defined below) relating to
such Change in Ownership or Control, determine and notify the Executive (with
reasonable detail regarding the basis for its determinations) (i) which of the
payments or benefits due to the Executive (under this Agreement or otherwise)
following such Change in Ownership or Control constitute Contingent Compensation
Payments, (ii) the amount, if any, of the excise tax (the "Excise Tax") payable
pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), by the Executive with respect to such Contingent Compensation Payment
and (iii) the amount of the Gross-Up Payment (as defined below) due to the
Executive with respect to such Contingent Compensation Payment. Within 30 days
after delivery of such notice to the Executive, the Executive shall deliver a
response to the Company (the "Executive Response") stating either (A) that he
agrees with the Company's determination pursuant to the preceding sentence or
(B) that he disagrees with such determination. In the event that the Executive
fails to deliver an Executive Response on or before the required date, the
Company's initial determination shall be final. If the Executive states in the
Executive Response that he disagrees with the Company's determination, then, for
a period of 60 days following delivery of the Executive Response, the Executive
and the Company shall use good faith efforts to resolve such dispute. If such
dispute is not resolved within such 60-day period, such dispute shall be settle
exclusively by arbitration in Boston, Massachusetts, in accordance with the
rules of the American Arbitration Association then in effect. Judgment may be
entered on the arbitrator's award in any court having jurisdiction. Within 90
days after the due date of each Contingent Compensation Payment to the
Executive, the Company shall pay to the Executive, in cash, that portion of the
Gross-Up Payment with respect to such Contingent Compensation Payment as to
which there is no dispute between the Company and the Executive. The balance of
such Gross-Up Payment, if any, shall be made within three business days
following the resolution of such dispute.

               (b) For purposes of this Section 4.3, the following terms shall
have the following respective meanings:


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                    (i) "Change in Ownership or Control" shall mean a change in
the ownership or effective control of the Company or in the ownership of a
substantial portion of the assets of the Company determined in accordance with
Section 280G(b)(2) of the Code.

                    (ii) "Contingent Compensation Payment" shall mean any
payment (or benefit) in the nature of compensation that is made or made
available (under this Agreement or otherwise) to a "disqualified individual" (as
defined in Section 280G(c) of the Code) and that is contingent (within the
meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or
Control of the Company.

                    (iii) "Gross-Up Payment" shall mean an amount equal to the
sum of (i) the amount of the Excise Tax payable with respect to a Contingent
Compensation Payment and (ii) the amount necessary to pay all additional taxes
imposed on (or economically borne by) the Executive (including the Excise Taxes,
state and federal income taxes and all applicable withholding taxes)
attributable to the receipt of such Gross-Up Payment. For purposes of the
preceding sentence, all taxes attributable to the receipt of the Gross-Up
Payment shall be computed assuming the application of the maximum tax rates
provided by law.

               (c)  The provisions of this Section 4.3 are intended to apply to
any and all payments or benefits available to the Executive under this Agreement
or any other agreement or plan of the Company under which the Executive receives
Contingent Compensation Payments.

          4.4  MITIGATION. The Executive shall not be required to mitigate the
amount of any payment or benefits provided for in this Section 4 by seeking
other employment or otherwise. Further, except as provided in Section
4.2(a)(ii), the amount of any payment or benefits provided for in this Section 4
shall not be reduced by any compensation earned by the Executive as a result of
employment by another employer, by retirement benefits, by offset against any
amount claimed to be owed by the Executive to the Company or otherwise.

          4.5  OUTPLACEMENT SERVICES. In the event the Executive is terminated
by the Company (other than for Cause, Disability or Death), or the Executive
terminates employment for Good Reason, within 12 months following the Change in
Control Date, the Company shall provide outplacement services through one or
more outside firms of the Executive's choosing up to an aggregate of $25,000,
with such services to extend until the earlier of (i) 12 months following the
termination of Executive's employment or (ii) the date the Executive secures
full time employment.

     5.   DISPUTES.

          5.1  SETTLEMENT OF DISPUTES; ARBITRATION. All claims by the Executive
for benefits under this Agreement shall be directed to and determined by the
Board of Directors of the Company and shall be in writing. Any denial by the
Board of Directors of a claim for benefits under this Agreement shall be
delivered to the Executive in writing and shall set forth the specific reasons
for the denial and the specific provisions of this Agreement relied upon. The
Board of Directors shall afford a reasonable opportunity to the Executive for a
review of the decision denying a claim. Any further dispute or controversy
arising under or in connection with


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this Agreement shall be settled exclusively by arbitration in Boston,
Massachusetts, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction.

          5.2  EXPENSES. The Company agrees to pay as incurred, to the full
extent permitted by law, all legal, accounting and other fees and expenses which
the Executive may reasonably incur as a result of any claim or contest
(regardless of the outcome thereof) by the Company, the Executive or others
regarding the validity or enforceability of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive regarding the amount of any payment or benefits
pursuant to this Agreement), plus in each case interest on any delayed payment
at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the
Code.

     6.   SUCCESSORS.

          6.1  SUCCESSOR TO COMPANY. The Company shall require any person or
entity that purchases all or substantially all of the assets of the Company
expressly to assume and agree to perform this Agreement to the same extent that
the Company would be required to perform it if no such purchase had taken place.
As used in this Agreement, "Company" shall mean the Company as defined above and
any successor to its business or assets as aforesaid which assumes and agrees to
perform this Agreement, by operation of law or otherwise.

          6.2  SUCCESSOR TO EXECUTIVE. This Agreement shall inure to the benefit
of and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Executive should die while any amount would still be payable to
the Executive or his family hereunder if the Executive had continued to live,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to the executors, personal representatives or
administrators of the Executive's estate.

     7.   NOTICE. All notices, instructions and other communications given
hereunder or in connection herewith shall be in writing. Any such notice,
instruction or communication shall be sent either (i) by registered or certified
mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable
nationwide overnight courier service, in each case addressed to the Company, at
112 Turnpike Road, Westboro, Massachusetts 01581, and to the Executive at 282
Commonwealth Avenue, Newton, Massachusetts 02467 (or to such other address as
either the Company or the Executive may have furnished to the other in writing
in accordance herewith). Any such notice, instruction or communication shall be
deemed to have been delivered five business days after it is sent by registered
or certified mail, return receipt requested, postage prepaid, or one business
day after it is sent via a reputable nationwide overnight courier service.
Either party may give any notice, instruction or other communication hereunder
using any other means, but no such notice, instruction or other communication
shall be deemed to have been duly delivered unless and until it actually is
received by the party for whom it is intended.

     8.   MISCELLANEOUS.


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          8.1 EMPLOYMENT BY SUBSIDIARY. For purposes of this Agreement, the
Executive's employment with the Company shall not be deemed to have terminated
solely as a result of the Executive continuing to be employed by a wholly-owned
subsidiary of the Company.

          8.2 SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

          8.3 INJUNCTIVE RELIEF. The Company and the Executive agree that any
breach of this Agreement by the Company is likely to cause the Executive
substantial and irrevocable damage and therefore, in the event of any such
breach, in addition to such other remedies which may be available, the Executive
shall have the right to specific performance and injunctive relief.

          8.4 GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the internal laws of the
Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.5 WAIVERS. No waiver by the Executive at any time of any breach of,
or compliance with, any provision of this Agreement to be performed by the
Company shall be deemed a waiver of that or any other provision at any
subsequent time.

          8.6 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original but both of which together shall
constitute one and the same instrument.

          8.7 TAX WITHHOLDING. Any payments provided for hereunder shall be paid
net of any applicable tax withholding required under federal, state or local
law.

          8.8 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
of the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements (including but not limited to the Executive
Option Acceleration Agreement, dated June 9, 2000, between the Company and the
Executive (the "Option Acceleration Agreement"), and the letter agreement dated
December 3, 1999 between the Company and the Executive (the "Letter
Agreement")), promises, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee or
representative of any party hereto in respect of the subject matter contained
herein; and any prior agreement of the parties hereto in respect of the subject
matter contained herein is hereby terminated and cancelled. Notwithstanding the
foregoing, in the event that this Agreement is terminated as a result of (a) the
expiration of the Term prior to the occurrence of a Change in Control or (b) the
termination of the Executive's employment by the Company prior to the Change in
Control Date, the Option Acceleration Agreement and Letter Agreement shall not
be superseded and shall continue in full force and effect in accordance with
their respective terms.

          8.9 AMENDMENTS. This Agreement may be amended or modified only by a
written instrument executed by both the Company and the Executive.

                  [Remainder of page intentionally left blank.]


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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.

                                             Applix, Inc.

                                             By:________________________________

                                             Title:_____________________________


                                             ___________________________________
                                             Alan Goldsworthy



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