<PAGE>
                               INDEMNITY AGREEMENT

         This Indemnity Agreement ("Agreement") is made as of October 23, 2003
by and between MRO Software, Inc. (the "Company"), and [_____] ("Indemnitee").

                                    RECITALS

         WHEREAS, highly competent persons have become more reluctant to serve
publicly-held corporations as directors, officers or in other capacities unless
they are provided with adequate protection through insurance or adequate
indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of the corporation.

         WHEREAS, the uncertainties relating to so-called "Directors and
Officers" insurance and to the indemnification of directors and officers under
the Company's Articles of Organization (the "Charter") and the Bylaws and the
Massachusetts Business Corporation Law ("MBCL") have increased the difficulty of
attracting and retaining directors and officers of the Company.

         WHEREAS, the Board has determined that the increased difficulty in
attracting and retaining such persons is detrimental to the best interests of
the Company's stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection in the future.

         WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company free from undue concern that they
will not be so indemnified.

         WHEREAS, Indemnitee does not regard the protection available under the
Company's Charter, Bylaws and insurance as adequate in the present
circumstances, and may not be willing to serve as an officer or director without
adequate protection, and the Company desires Indemnitee to serve in such
capacity. Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that he be
so indemnified.

         NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

         1. SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve
as an officer, director or key employee of the Company for so long as Indemnitee
is duly elected or appointed or until Indemnitee tenders his resignation or is
removed.

         2. DEFINITIONS. As used in this Agreement:

         (a) "Corporate Status" describes the status of a person who is or was a
director, officer, trustee, general partner, managing member, fiduciary,
employee or agent of the Company or of any other Enterprise (as defined below)
which such person is or was serving at the request of the Company.
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         (b) "Enterprise" shall mean the Company and any other corporation,
limited liability company, partnership, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at the request of
the Company as a director, officer, trustee, general partner, managing member,
fiduciary, employee or agent.

         (c) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         (d) "Expenses" shall include reasonable attorneys' fees and costs,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise participating
in, a Proceeding. Expenses also shall include Expenses incurred in connection
with any appeal resulting from any Proceeding, including without limitation the
premium, security for, and other costs relating to any cost bond, supersedes
bond, or other appeal bond or its equivalent. Expenses, however, shall not
include amounts paid in settlement by Indemnitee or the amount of judgments or
fines against Indemnitee.

         (e) "Final Adjudication" shall mean a final judicial decision from
which there is no further right to appeal.

         (f) References to "fines" shall mean any fine, penalty or assessment
levied by any governmental or quasi-governmental entity, and shall include any
excise tax assessed on Indemnitee with respect to any employee benefit plan for
which he served in any capacity at the request of the Company, references to
"serving at the request of the Company" shall include any service as a director,
officer, employee, agent or fiduciary of the Company which imposes duties on, or
involves services by, such director, officer, employee, agent or fiduciary with
respect to an employee benefit plan, its participants or beneficiaries; and if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the best interests of the participants and beneficiaries of an employee
benefit plan, Indemnitee shall be deemed to have acted "in the best interest of
the Company" as referred to in this Agreement.

         (g) The term "Person" shall have the meaning as set forth in Sections
13(d) and 14(d) of the Exchange Act, provided, however, that Person shall
exclude (i) the Company, (ii) any Subsidiaries of the Company (as defined
below), (iii) any employment benefit plan of the Company or of a Subsidiary of
the Company or of any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company, and (iv) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or of a
Subsidiary of the Company or of a corporation owned directly or indirectly by
the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

         (h) The term "Proceeding" shall include any threatened, pending or
completed action, suit, arbitration, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort
claims), criminal, administrative or investigative nature, in which Indemnitee

                                      -2-
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was, is or will be involved (as a party, a witness or otherwise) by reason of
any action taken by him (or failure to act) while acting as, or by reason of the
mere fact that Indemnitee is or was, (a) a director or officer of the Company,
(b) an officer of the Company elected or appointed by the stockholders or the
Board of Directors, or (c) serving at the request of the Company as a director,
officer, trustee, general partner, managing member, fiduciary, employee or agent
of any other Enterprise, in each case whether or not serving in such capacity at
the time any liability or expense is incurred for which indemnification,
reimbursement, or advancement of expenses can be provided under this Agreement.

         (i) The term "Subsidiary," with respect to any Person, shall mean any
corporation or other entity of which a majority of the voting power of the
voting equity securities or equity interest is owned, directly or indirectly, by
that Person.

         3. RIGHT TO INDEMNIFICATION. To the extent that Indemnitee was or is
made a party or is threatened to be made a party to or is otherwise involved in
any Proceeding, he or she shall be indemnified and held harmless by the Company
to the fullest extent authorized by the MBCL (but in the case of an amendment to
the MBCL, only to the extent that such amendment permits the Company to provide
broader indemnification rights than permitted prior thereto), against all
expense, liability and loss (including, but not limited to, reasonable
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) incurred or suffered by such Indemnitee in connection
therewith and such indemnification shall continue as to an Indemnitee who has
ceased to be such a director, officer, employee or agent and shall inure to the
benefit of the Indemnitee's heirs, executors and administrators; provided,
however, that the Company shall indemnify any such Indemnitee in connection with
a Proceeding (or part thereof) initiated by such Indemnitee only if such
Proceeding (or part thereof) was authorized or ratified by the Board of
Directors of the Company. No indemnification shall be provided to Indemnitee
with respect to any matter as to which he shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Company or, to the extent that such
matter relates to service with respect to any employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
The right to indemnification conferred in this Section 3 shall include the right
to receive advance payment of Expenses under Section 6 below.

         4. WAIVER OF CONTRIBUTION; SETTLEMENT IN THE EVENT OF JOINT LIABILITY.

         (a) To the fullest extent permissible under applicable law, if the
Company makes indemnification payments to Indemnitee under the terms of this
Agreement, the Company hereby waives and relinquishes any right of contribution
it may have at any time against Indemnitee.

         (b) The Company shall not enter into any settlement of any Proceeding
in which the Company is jointly liable with Indemnitee unless such settlement
provides for a full and final release of all claims asserted against Indemnitee.

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         5. EXCLUSIONS. Notwithstanding any provision in this Agreement, the
Company shall not be obligated under this Agreement to make any indemnity in
connection with any claim made against Indemnitee:

         (a) for which payment has actually been received by or on behalf of
Indemnitee under any insurance policy or other indemnity provision, except with
respect to any excess beyond the amount actually received under any insurance
policy, contract, agreement, other indemnity provision or otherwise;

         (b) for an accounting of profits made from the purchase and sale (or
sale and purchase) by Indemnitee of securities of the Company within the meaning
of Section 16(b) of the Exchange Act or similar provisions of state statutory
law or common law; or

         (c) in connection with any Proceeding (or any part of any Proceeding or
counterclaim asserted therein) initiated by Indemnitee, including any Proceeding
(or any part or counterclaim of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees or other indemnitees, unless
(i) the Board authorized the Proceeding (or any part of or counterclaim asserted
in any Proceeding) prior to its initiation, or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law, or (iii) such Proceeding (or part or counterclaim)
is asserted by Indemnitee to enforce his or her rights under this Agreement
pursuant to Section 8 below.

         6. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

         (a) Notwithstanding any provision of this Agreement to the contrary,
the Company shall advance the Expenses incurred by Indemnitee in connection with
any Proceeding within ten (10) days after the receipt by the Company of a
statement or statements requesting such advances from time to time accompanied
by reasonable documentation of expenses incurred, whether prior to or after
final disposition of any Proceeding. Advances shall be unsecured and interest
free. Advances shall be made without regard to Indemnitee's ability to repay the
Expenses and without regard to Indemnitee's ultimate entitlement to
indemnification under the other provisions of this Agreement. Advances shall
include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and
forwarding statements to the Company to support the advances claimed. The
Indemnitee hereby undertakes to repay the advance to the extent that it is
ultimately determined that Indemnitee is not entitled to be indemnified by the
Company under the provisions of this Agreement, the Charter, the MBCL or
otherwise. Upon the Company's request, the Indemnity shall affirm such
undertaking in writing at the time the advance is to be made. This Section 6(a)
shall require the advancement of Expenses incurred in connection with any
Proceeding initiated by the Indemnitee (i) for which indemnity is not excluded
under Section 5(c) above, or (ii) to enforce his rights hereunder as described
in Section 8 below.

         (b) The Company will be entitled to participate in the Proceeding at
its own expense.

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         (c) The Company shall not settle any action, claim or Proceeding (in
whole or in part) which would impose any unindemnified Expense, judgment, fine,
or penalty, or any limitation, on the Indemnitee without the Indemnitee's prior
written consent.

         7. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

         (a) Indemnitee agrees to notify promptly the Company in writing upon
being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding or matter which may be
subject to indemnification or advancement of Expenses covered hereunder. The
failure of Indemnitee to so notify the Company shall not relieve the Company of
any obligation which it may have to the Indemnitee under this Agreement, or
otherwise, except to the extent that the Company is actually prejudiced by such
delay.

         (b) Indemnitee may deliver to the Company a written application to
indemnify and hold harmless Indemnitee in accordance with this Agreement. Such
application(s) may be delivered from time to time and at such time(s) as
Indemnitee deems appropriate in his or her sole discretion. If, following such a
written application for indemnification by Indemnitee, the Company shall fail to
perform its obligations under this Agreement, the Indemnitee shall have the
remedies specified in Section 8 below.

         8. REMEDIES OF INDEMNITEE.

         (a) In the event that payment of indemnification is not made within
sixty (60) days after receipt by the Company of a written request therefore
(except in the case of a claim for an Advancement of Expenses, in which case the
applicable period shall be twenty (20) days), Indemnitee shall be entitled to
seek an adjudication by the Massachusetts Court as to his entitlement to such
indemnification, contribution or advancement of Expenses. At the option of the
Indemnitee, an arbitration shall be conducted by a single arbitrator pursuant to
the Commercial Arbitration Rules of the American Arbitration Association in
order to determine whether such payment shall be made. Except as set forth
herein, the provisions of Massachusetts law (without regard to its conflict of
laws rules) shall apply to any such arbitration. Any decision or award rendered
in such arbitration shall be final and not subject to appeal, and may be
enforced by a proceeding in the Massachusetts Court. The Company shall not
oppose Indemnitee's right to commence any such adjudication or arbitration. In
any suit by the Company to recover an advancement of Expenses, the Company shall
be entitled to recover such expenses upon a Final Adjudication that the
Indemnitee has not met the applicable standard of conduct set forth in the MBCL.

         In any judicial proceeding or arbitration commenced pursuant to this
Section 8, Indemnitee shall be presumed to be entitled to indemnification under
this Agreement and the Company shall have the burden of proving by clear and
convincing evidence that the Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be. If Indemnitee commences a judicial
proceeding or arbitration pursuant to this Section 8, Indemnitee shall not be
required to reimburse the Company for any advances pursuant to Section 6 until a
Final Adjudication is made with respect to Indemnitee's entitlement to
indemnification. The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order,

                                      -5-
<PAGE>
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in good faith and in a manner which he
reasonably believed to be in the best interests of the Company or, with respect
to any criminal Proceeding, that Indemnitee had reasonable cause to believe that
his conduct was unlawful.

         (b) The Company and the Indemnitee shall each be precluded from
asserting in any judicial proceeding or arbitration commenced pursuant to this
Section 8 that the procedures and presumptions of this Agreement are not valid,
binding and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this Agreement.

         (c) The Company shall indemnify and hold harmless Indemnitee to the
fullest extent permitted by law against all Expenses and, if requested by
Indemnitee, shall (within ten (10) days after the Company's receipt of such
written request) advance such Expenses to Indemnitee, which have been incurred
by Indemnitee in connection with any judicial proceeding or arbitration brought
by Indemnitee (i) to enforce his rights under, or to recover damages for breach
of, this Agreement or any other indemnification, advancement or contribution
agreement or provision of the Charter, or the Company's Bylaws now or hereafter
in effect; or (ii) for recovery or advances under any insurance policy
maintained by any person for the benefit of Indemnitee, provided that Indemnitee
has undertaken to repay such advances if it ultimately is determined by a Final
Adjudication that Indemnitee was not entitled to such indemnification, advance,
contribution or insurance recovery, as the case may be.

         (d) Amounts owed by the Company shall bear interest at the prime rate.

         (e) In any action or proceeding commenced by Indemnitee under this
Section 8, it shall be a defense to any claim for Advancement of Expenses (but
shall have no effect of a claim for payment of indemnification other than a
claim for Advancement of Expenses) that such advancement would constitute a
violation of the Sarbanes-Oxley Act of 2002 or the rules and regulations adopted
thereunder, or the Marketplace Rules of the Nasdaq Stock Market or other
national securities exchange on which the Company's securities are listed.

         9. CHANGE IN CONTROL. This Agreement shall survive any change in
control of the Company, and the Company shall obtain the affirmative undertaking
of the Company's successor or assign to be bound by, and to fully perform the
Company's obligations under, this Agreement, as provided in Section 14(d) below.

         10. SECURITY. Notwithstanding anything herein to the contrary, to the
extent requested by the Indemnitee and approved by the Board, the Company may at
any time and from time to time provide security to the Indemnitee for the
Company's obligations hereunder through an irrevocable bank line of credit,
funded trust or other collateral. Any such security, once provided to the
Indemnitee, may not be revoked or released without the prior written consent of
the Indemnitee.

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         11. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

         (a) The rights of indemnification and to receive advancement of
Expenses as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable
law, the Charter, the Company's Bylaws, any agreement, a vote of stockholders or
a resolution of directors, or otherwise. No amendment, alteration or repeal of
this Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal. To the extent that a change in Massachusetts law, whether by statute or
judicial decision, permits greater indemnification or advancement of Expenses
than would be afforded currently under the Charter, the Company's Bylaws or this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits so afforded by such change. No right or
remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right and remedy shall be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy.

         (b) To the extent that the Company maintains an insurance policy or
policies providing liability insurance for directors, officers, trustees,
partners, managing members, fiduciaries, employees, or agents of the Company or
of any other Enterprise which such person serves at the request of the Company,
it is the intent of the parties that Indemnitee shall be covered by such policy
or policies in accordance with its or their terms to the maximum extent of the
coverage available for any such director, officer, trustee, partner, managing
member, fiduciary, employee or agent under such policy or policies. If, at the
time the Company receives notice from any source of a Proceeding as to which
Indemnitee is a party or a participant (as a witness or otherwise), the Company
has director and officer liability insurance in effect, the Company shall give
prompt notice of such Proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all commercially reasonable actions to cause such insurers to pay, on
behalf of the Indemnitee, all amounts payable as a result of such Proceeding in
accordance with the terms of such policies.

         (c) In the event of any payment under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights.

         (d) The Company's obligation to indemnify or advance Expenses hereunder
to Indemnitee who is or was serving at the request of the Company as a director,
officer, trustee, partner, managing member, fiduciary, employee or agent of any
other Enterprise shall be reduced by any amount Indemnitee has actually received
as indemnification or advancement of expenses from such Enterprise or from any
available insurance policy.

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         12. DURATION OF AGREEMENT. This Agreement shall continue until and
terminate upon the later of (a) ten (10) years after the date that Indemnitee
shall have ceased to serve as a director or officer of the Company or as a
director, officer, trustee, partner, managing member, fiduciary, employee or
agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other Enterprise which Indemnitee served at the request of the
Company; or (b) one (1) year after the final termination of any Proceeding
(including any rights of appeal thereto) in respect of which Indemnitee is
granted rights of indemnification or advancement of Expenses hereunder and of
any Proceeding commenced by Indemnitee pursuant to Section 8 of this Agreement
relating thereto (including any rights of appeal of any Section 8 Proceeding).

         13. SEVERABILITY. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of
this Agreement (including without limitation, each portion of any Section,
paragraph or sentence of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law; (b) such provision or
provisions shall be deemed reformed to the extent necessary to conform to
applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section, paragraph or
sentence of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.

         14. ENFORCEMENT AND BINDING EFFECT.

         (a) The Company expressly confirms and agrees that it has entered into
this Agreement and assumed the obligations imposed on it hereby in order to
induce Indemnitee to serve as a director, officer or key employee of the
Company, and the Company acknowledges that Indemnitee is relying upon this
Agreement in serving as a director, officer or key employee of the Company.

         (b) Without limiting any of the rights of Indemnitee under the Charter
or Bylaws of the Company as they may be amended from time to time, this
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof.

         (c) The indemnification and advancement of expenses provided by, or
granted pursuant to this Agreement shall be binding upon and be enforceable by
the parties hereto and their respective successors and assigns (including any
direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, officer, employee
or agent of the Company or of any other Enterprise at the Company's request, and
shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs,
devisees, executors and administrators and other legal representatives.

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<PAGE>
         (d) The Company shall require and cause any successor (whether direct
or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part, of the business and/or assets of the
Company, by written agreement in form and substance reasonably satisfactory to
the Indemnitee, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform
if no such succession had taken place.

         (e) The Company and Indemnitee agree herein that a monetary remedy for
breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee
irreparable harm. Accordingly, the parties hereto agree that Indemnitee may
enforce this Agreement by seeking injunctive relief and/or specific performance
hereof, without any necessity of showing actual damage or irreparable harm and
that by seeking injunctive relief and/or specific performance, Indemnitee shall
not be precluded from seeking or obtaining any other relief to which he may be
entitled. The Company and Indemnitee further agree that Indemnitee shall be
entitled to such specific performance and injunctive relief, including temporary
restraining orders, preliminary injunctions and permanent injunctions, without
the necessity of posting bonds or other undertaking in connection therewith. The
Company acknowledges that in the absence of a waiver, a bond or undertaking may
be required of Indemnitee by the Court, and the Company hereby waives any such
requirement of such a bond or undertaking.

         15. MODIFICATION AND WAIVER. No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions of this Agreement nor shall
any waiver constitute a continuing waiver.

         16. NOTICES. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given (a) if delivered by hand and receipted for by the party to whom said
notice or other communication shall have been directed, or (b) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:

         (a) If to Indemnitee, at the address indicated on the signature page of
this Agreement, or such other address as Indemnitee shall provide in writing to
the Company.

         (b) If to the Company to:

               MRO Software, Inc.
               100 Crosby Drive
               Bedford, MA 01730

               Attention: General Counsel

or to any other address as may have been furnished to Indemnitee in writing by
the Company.

         17. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the
legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the Commonwealth of Massachusetts,
without regard to its conflict of laws rules.

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<PAGE>
         Except with respect to any arbitration commenced by Indemnitee pursuant
to Section 8(a) of this Agreement, the Company and Indemnitee hereby irrevocably
and unconditionally (i) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in Suffolk Superior Court
in the Commonwealth of Massachusetts (the "Massachusetts Court"), and not in any
other state or federal court in the United States of America or any court in any
other country, (ii) consent to submit to the exclusive jurisdiction of the
Massachusetts Court for purposes of any action or proceeding arising out of or
in connection with this Agreement, (iii) waive any objection to the laying of
venue of any such action or proceeding in the Massachusetts Court, and (iv)
waive, and agree not to plead or to make, any claim that any such action or
proceeding brought in the Massachusetts Court has been brought in an improper or
inconvenient forum, or is subject (in whole or in part) to a jury trial.

         18. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party against whom enforceability is
sought needs to be produced to evidence the existence of this Agreement.

         19. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to
include usage of the feminine pronoun where appropriate. The headings of the
paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction
thereof.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
as of the day and year first above written.

MRO SOFTWARE, INC.                               INDEMNITEE

By:
   ---------------------------                   -------------------------------
      Craig Newfield                       Name:    [_____]
      V.P. & General Counsel               Address:
                                                   ----------------------------
                                                   ----------------------------

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