Exhibit 10.48

                            ASSET PURCHASE AGREEMENT


This Agreement is dated as of September 30th,  1999 (the  "Effective  Date") and
made  between  Object  Design,  Inc.,  located  at  25  Mall  Road,  Burlington,
Massachusetts  01803,  U.S.A.  ("ODI"),  and  Transformis  LLC,  located  at 955
Massachusetts    Avenue,    Number   221,    Cambridge,    Massachusetts   02139
("Transformis").

WHEREAS,

A.       Transformis  owns and  operates a business  of  developing,  marketing,
         selling,  licensing,  and  maintaining  software and providing  related
         services (the "Business") ; and

B.       Transformis  has agreed to sell and ODI has agreed to  purchase  on the
         terms and conditions of this Agreement and with effect from the Closing
         Date (as hereinafter defined) certain Assets of the Business;

C.       Transformis  expects to terminate its  employment or engagement of Carl
         Sjogreen,  Alex Lloyd and Omri Traub, and ODI desires to hire or retain
         such individuals, all upon the terms and conditions set forth herein.

NOW  THEREFORE,  in  consideration  of the  mutual  covenants,  representations,
warranties,  and  payments  hereinafter  set  forth,  and  upon  the  terms  and
conditions of this Agreement the parties agree as follows:


                             ARTICLE 1 - DEFINITIONS

In this Agreement and the Exhibits  attached hereto,  the following  definitions
shall apply:

1.1      "Assets" means the Software and Contracts.

1.2      "Closing" means the completion of the transfer and the  consummation of
         the  transactions  contained  in this  Agreement.  Notwithstanding  the
         foregoing,  for  accounting  purposes,  the effective  date of purchase
         hereunder shall be the Effective Date of this Agreement.

1.3      "Closing Date" means October 5, 1999.

1.4      "Contracts"  means  all  contracts,  agreements,  licenses,  and  other
         commitments  and  arrangements,  oral or  written,  with any  person or
         entity  respecting  the  ownership,   license,   acquisition,   design,
         development, assignment,  distribution,  marketing, use, or maintenance
         of the Software, and related technical or user documentation, including
         without limitation  development  contracts,  work-for-hire  agreements,
         consulting and employment agreements, distribution agreements, licenses
         and  sublicenses  to  others,  maintenance,   support,  or  enhancement
         agreements, and specifically including but not limited to the contracts
         listed in Exhibit A and, subject to Clause 2.2(a), Exhibit F.

1.5      "Dollars" and the sign "US$" means the currency of the United States of
         America.


<PAGE>

1.6      "Intellectual   Property"  means  all  right,  title  and  interest  of
         Transformis to any and all trademarks,  trade names,  brands, logos and
         business  names  and any and all  formulae,  know-how,  trade  secrets,
         specifications,  designs, patents, copyrights (including registrations,
         licenses,   and   applications   pertaining   thereto)  and  any  other
         proprietary  rights  owned or held by  Transformis  in  relation to the
         Software and Assets,  including  without  limitation  the  intellectual
         property rights set forth in Exhibit G hereto.

1.7      "Purchase  Consideration"  means the  consideration set forth in Clause
         3.1.

1.8      "Software"  means all software owned by or licensed to Transformis,  or
         in which Transformis has any other interest,  including but not limited
         to the  software  listed  in  Exhibit A and the  Intellectual  Property
         therein,  and the source code, object code,  firmware,  and any and all
         operating manuals and other documentation relating to such software and
         the acquisition,  design,  development,  use and/or maintenance of such
         software,  and all inventories,  along with any and all utilized media,
         thereto.


                    ARTICLE 2 - PURCHASE AND RELATED MATTERS

2.1      Subject to the terms of this  Agreement  (including  but not limited to
         Clause  2.3(b)),  at the  Closing,  which is to be held on the  Closing
         Date, Transformis shall sell, transfer,  assign, convey, and deliver to
         ODI  as  beneficial   and  legal  owner  and  ODI  shall  acquire  from
         Transformis in reliance on the representations and warranties contained
         in Clause 6.1, and the other  provisions of this  Agreement,  the items
         set forth below,  whether tangible or intangible,  free from all liens,
         charges  and  encumbrances  and  together  with all  rights,  title and
         interests now or hereafter attaching thereto:

         2.1.1    the Assets;

         2.1.2    all  causes of  action,  claims and  similar  rights,  whether
                  accrued or not, relating to the ownership,  title and interest
                  in the Assets  including but not limited to the right to bring
                  an action for any  infringement of any copyright in the Assets
                  which occurred prior to the Closing;

         2.1.3    All  accounts  receivable,  including  but not  limited to all
                  license  fees and  maintenance  fees and  charges  owing or to
                  become owing to Transformis under the Contracts.

         To the extent any rights or assets of Transformis  primarily  relate to
         the Software or are  otherwise  necessary  for the ownership and use of
         the  Assets,  but are not  properly  itemized  or do not  appear on the
         applicable Schedules hereto where required, then, unless this Agreement
         otherwise  provides  directly  for ODI to  provide  for or obtain  such
         rights or assets in a  different  way,  such  rights and  assets  shall
         nonetheless be deemed  transferred  to ODI at Closing  pursuant to this
         Clause 2.1. It is mutually  acknowledged  that the Schedules hereto are
         to be prepared as of the Effective Date, and consequently the Assets so
         identified  may vary on the Closing  Date  because of the effect of the
         ongoing operations of Transformis.

2.2      ODI  shall  not at any time  (whether  prior to or after  the  Closing)
         assume or be liable or responsible  for, and  Transformis  shall at all

<PAGE>
         times (both prior to and after the Closing) be and remain solely liable
         and  responsible  for,  any  liabilities  and  obligations  relating to
         Transformis,  its business and the Assets, including without limitation
         the following:

         a)       Any obligations under any of the Contracts or other agreements
                  with  licensees  of  the  Software  and  other   customers  of
                  Transformis,  including but not limited to licensing, warranty
                  and  maintenance,  until such time, if any, as the licensee or
                  customer  thereunder  shall have signed a contract with ODI to
                  license the Software;  provided that Transformis  shall retain
                  all  right,  title and  interest  under and to the each of the
                  Contracts  listed in Exhibit F until such time, if any, as the
                  licensee or customer  thereunder  shall have signed a contract
                  with ODI to  license  the  Software,  at  which  time all such
                  right,  title and interest  shall be deemed to  transferred to
                  ODI pursuant to clause 2.1.

         b)       Any liability or obligation of Transformis of any kind,  known
                  or unknown,  contingent or otherwise, not either enumerated as
                  an assumed  liability  hereunder or resulting from any express
                  covenant,  agreement, or indemnity of ODI in this Agreement or
                  the  other  agreements  and  instruments  to be  executed  and
                  delivered by ODI in connection with this Agreement.

         c)       Any liability or obligation of Transformis for federal, state,
                  or local  income,  franchise,  property,  sales or use (to the
                  extent arising from  pre-Closing  transactions),  recapture or
                  other taxes, assessments,  and penalties,  whether arising out
                  of  the   transactions   contemplated  by  this  Agreement  or
                  otherwise.

         d)       Any liability or obligation  resulting from  violations of any
                  applicable  laws or regulations  by  Transformis  prior to the
                  Closing  Date  or  infringement   of  third-party   rights  or
                  interests.

         e)       Any employee liabilities  relating to present,  past or future
                  employees  of  Transformis  with  respect to plans,  programs,
                  policies,   commitments,   and  other   benefit   entitlements
                  established or existing on, prior to or after the Closing Date
                  (whether  or not such  liabilities  are  accrued or payable at
                  Closing, and whether or not such liabilities are contingent in
                  nature), including but not limited to:

                  1.       Any liability or obligation for workers' compensation

                  2.       Any  current  or  future   liabilities  to  employees
                           retiring  on,  before,  or after  Closing,  and their
                           dependents.

                  3.       Any current or future  liabilities  for benefits that
                           may have been  accrued  or  earned  by any  employees
                           associated  with  Transformis  on,  before  or  after
                           Closing under any pension  plans  relating to service
                           prior to or after Closing.

                  4.       Any current or future liabilities for claims incurred
                           prior to or after  Closing and related  expenses with
                           respect to any employees  associated with Transformis
                           under any welfare or disability plans  established or
                           existing at, prior to or after Closing, regardless of
                           when  filed  with  ODI,  Transformis,  or the  claims
                           administrator for any such plan.

<PAGE>

                  5.       Any  retrospective   premium  on  pension,   savings,
                           thrift, or profit-sharing plan contributions relating
                           to any employees associated with Transformis incurred
                           or accrued prior to or after  Closing,  regardless of
                           when invoiced or recorded.

                  6.       Any monetary  liability for  severance  payments that
                           have  arisen or may arise at any time in favor of any
                           of Transformis'  employees  under any plan,  program,
                           policy, commitment, or other benefit entitlement.

         f)       Any liability or obligation for product  liability or warranty
                  claims or damage claims  arising out of defects in or failures
                  of any product,  program, or material of Transformis provided,
                  distributed, licensed, or delivered prior to the Closing Date.

         g)       Any litigation  pending or threatened  against  Transformis or
                  the Assets as of the Closing Date.

2.3      ODI  hereby  assumes  and  releases  Transformis  from all  obligations
         relating to the Assets to customers who have signed a license agreement
         with ODI to license the Software.


                 ARTICLE 3 - PURCHASE CONSIDERATION AND PAYMENT

3.1      The purchase consideration paid or to be paid by ODI to Transformis for
         the  purchase  of the Assets  and all  related  copyrights  shall be as
         follows:

         3.1.1 The amount of one million Dollars (US$1,000,000).

3.2 The amount in Clause 3.1.1 above shall be paid upon the Closing.

3.3      It is acknowledged by the parties that the purchase  consideration  for
         the  sale  of the  Assets  and  the  transactions  hereunder,  and  the
         calculations   concerning   the  total   amount  of  cash  payment  due
         Transformis  hereunder,  were arrived at by an arms length negotiation,
         appropriately  reflect the fair market value of the  purchased  Assets,
         will be binding on the parties for tax purposes in connection  with the
         transaction hereunder and will be consistently reflected by the parties
         in their  respective tax returns.  In this regard,  the parties will as
         soon as practicable, but in any event within thirty (30) days after the
         Closing,   agree  in  writing  on  an   allocation   of  the   purchase
         consideration among the Assets.

3.4      All payments  from one party to another under this  Agreement  shall be
         made by wire transfer of immediately available federal funds in Dollars
         to an  account  designated  in  writing  by the party to  receive  such
         payment.


                       ARTICLE 4 - CLOSING AND CONDITIONS

4.1      Except as  otherwise  expressly  provided  herein,  full  title to, and
         possession of, the Assets shall be transferred  from Transformis to ODI
         and/or its nominee at the Closing.

<PAGE>

4.2      The  obligation  of ODI to  consummate  the  transactions  contemplated
         hereby is subject to the satisfaction at or prior to the Closing of the
         following conditions:

         4.2.1    There  shall  be no  breach  by  Transformis  of  any  of  its
                  covenants  herein to be performed in whole or part at or prior
                  to the  Closing  and the  representations  and  warranties  of
                  Transformis  contained herein shall be true and correct in all
                  material  respects as of the Closing,  and  Transformis  shall
                  have delivered to ODI a certificate of [Carl Sjogreen] to such
                  effect; and

         4.2.2    ODI and its  accountants  and attorneys shall have conducted a
                  diligence investigation of all matters related to Transformis'
                  Business and Assets deemed relevant by ODI or such accountants
                  or attorneys to such diligence investigation,  and the results
                  of such diligence  investigation  shall have been satisfactory
                  to ODI.

         4.2.3    Transformis  shall have  delivered to ODI all of the following
                  items:

                  (a) Possession of the Assets shall, as far as practical,  have
                      been given to ODI,  including  possession of all copies of
                      the Software, the original (or copy if the original is not
                      available)  of each  of the  Contracts  which  Transformis
                      holds in its  possession  and any  relevant  documents  of
                      title to the Assets and the Intellectual  Property of such
                      Assets,  including  but not  limited to any  documentation
                      evidencing  the transfer of ownership in the  Intellectual
                      Property of the Software from  Transformis to ODI which is
                      registered  with the U.S.  Patent and Trademark  Office or
                      any other government agency; and

                  (b) A bill of sale  evidencing  the transfer of the Assets and
                      the  other  property  and  assets  provided  for  in  this
                      Agreement, in form and substance satisfactory to ODI; and

                  (c) An original  Novation Consent (in the form attached hereto
                      as  Exhibit  B  and  as  appropriate  to  be  stamped  and
                      registered  if  required)  with  respect  to  each  of the
                      Contracts  listed on Exhibit A executed by the appropriate
                      party, Transformis, and ODI; and

                  (d) An employment and  non-competition  agreement  executed by
                      Carl Sjogreen substantially in the form attached hereto as
                      Exhibit C; and

                  (e) An employment and  non-competition  agreement  executed by
                      Alex Lloyd  substantially  in the form attached  hereto as
                      Exhibit D; and

                  (f) An employment and  non-competition  agreement  executed by
                      Omri Traub  substantially  in the form attached  hereto as
                      Exhibit E; and

                  (g) Such consents,  assurances,  transfers and other documents
                      or actions as may be  necessary  or as ODI may  reasonably
                      require  to vest in ODI  good  and  marketable  title  to,
                      ownership of and the full benefit of the Assets, including
                      but not limited to any required  consents and other items;
                      and


<PAGE>

                  (h) All  the  books,  records  and  documents  of  Transformis
                      pertaining  to  the  Assets  as ODI  reasonably  requests;
                      provided,  however, that if Transformis is required by law
                      or  regulation  to keep the  originals  of any such books,
                      records and  documents,  it may deliver  copies thereof to
                      ODI; and

                  (i) All consents, assignments, and/or estoppel certificates in
                      such form,  from such third  parties,  and with respect to
                      such  Assets to be  assigned  to ODI at Closing as ODI may
                      specify on or before Closing; and

                  (j) True and complete copies of the limited  liability company
                      agreement  and  any  other  constitutional   documents  of
                      Transformis,  certified as such by the secretary, or other
                      equivalent officer of Transformis; and

                  (k) A  certificate  of  good  standing  and a  certificate  of
                      formation or existence (or equivalent documentation) as of
                      the Closing  Date or a  reasonably  recent date before the
                      Closing  Date from the  jurisdiction  of  organization  of
                      Transformis; and

                  (l) Such other assurances,  certificates,  documents, consents
                      or  legal  opinions  as  ODI  may  reasonably  require  in
                      connection with the transactions contemplated hereby.

4.3      The   obligation  of   Transformis   to  consummate   the   transaction
         contemplated  hereby is subject to the  satisfaction at or prior to the
         Closing of the following conditions:

         4.3.1    There shall be no breach by ODI of any of its covenants herein
                  to be  performed  in whole or part at or prior to the  Closing
                  and the representations and warranties of ODI contained herein
                  shall be true and correct in all  material  respects as of the
                  Closing; and

         4.3.2 ODI shall have delivered all of the following items:

                  (a)   To  Transformis,  the cash  consideration  specified  in
                        Clauses 3.1.1; and

                  (b)   To Carl  Sjogreen,  an  employment  and  non-competition
                        agreement with him executed by ODI  substantially in the
                        form attached hereto as Exhibit C; and

                  (c)   To  Alex  Lloyd,   an  employment  and   non-competition
                        agreement with him executed by ODI  substantially in the
                        form attached hereto as Exhibit D; and

                  (d)   To  Omri  Traub,   an  employment  and   non-competition
                        agreement with him executed by ODI  substantially in the
                        form attached hereto as Exhibit E.

                  (e)   To each of Messrs. Sjogreen, Lloyd and Traub, a grant of
                        the  respective  options,  set  forth  in the  foregoing
                        employment  and  non-competition  agreements,  effective
                        upon the start date of employment with ODI.


<PAGE>

4.4      Subject to Clause 4.2, the Closing of the  purchase  and sale  provided
         for  herein  shall  take place on the  Closing  Date in a  location  in
         Massachusetts, U.S.A. to be mutually agreed by the parties.

4.5      If any of the conditions of Closing set forth in sections 4.1, 4.2, and
         4.3 are not satisfied by the Closing Date, the non-breaching  party may
         at its option:

         4.5.1    defer the  Closing  to a date not more than  thirty  (30) days
                  after the  Closing  Date (and so that the  provisions  of this
                  Clause 4.5 shall apply to the Closing as deferred)

         4.5.2    proceed to Closing so far as practicable (without prejudice to
                  its rights hereunder) or

         4.5.3    terminate this Agreement.

4.6      Transformis  shall pay all sales,  use and other  transfer taxes of any
         kind and  nature  including  without  limitation,  all stamp  duty that
         arises in  connection  with this  Agreement  and any other  transaction
         contemplated by it ("Taxes").


                 ARTICLE 5 - POST CLOSING ACTIONS AND COVENANTS

ODI and Transformis shall perform the following actions and covenants  following
the Closing:

5.1      Transformis  shall  grant to ODI the right to  prosecute  or  otherwise
         enforce in Transformis' name for the benefit of ODI any claims, rights,
         or benefits that are  transferred  to ODI by this Agreement but require
         prosecution or enforcement in Transformis' name.

5.2      If requested by ODI,  Transformis shall provide reasonable  cooperation
         to assist ODI in the production of financial statements and to auditors
         who may seek to audit such financial statements or information.

5.3      Transformis shall at anytime and from time to time, execute and deliver
         such  further  instruments  of  conveyance  and  transfer and take such
         additional actions as may be reasonably necessary to effect or evidence
         the transactions contemplated by this Agreement.


               ARTICLE 6 - REPRESENTATIONS, WARRANTIES & LIABILITY

6.1      As  consideration  for entering into this  Agreement and as a condition
         precedent  thereto,  as of  the  Closing,  Transformis  represents  and
         warrants the following to ODI:

         6.1.1    That   Transformis  is  a  limited   liability   company  duly
                  organized,  validly  existing and in good  standing  under the
                  laws of The State of  Delaware,  U.S.A.  and it has full power
                  and authority to carry on its Business and own its properties.

<PAGE>

         6.1.2    That  Transformis  has full power and  authority to enter into
                  and perform this  Agreement and that Mr. Carl Sjogreen has the
                  authority  from  Transformis  to execute  this  Agreement  and
                  transfer the Assets to ODI.  Further,  that the  execution and
                  delivery of this Agreement,  and all other documents  required
                  to be executed and delivered by  Transformis  pursuant to this
                  Agreement,  the taking of all actions  required in  connection
                  herewith or therewith,  and the  performance by Transformis of
                  the  obligations to be performed by Transformis  hereunder and
                  thereunder have been duly  authorized by all necessary  action
                  of Transformis.  Further, that this Agreement has been, and on
                  the Closing Date all other  documents  required to be executed
                  and delivered by Transformis  pursuant to this Agreement shall
                  be, duly executed and delivered by Transformis  and constitute
                  the valid and binding  obligation of  Transformis  enforceable
                  against it in accordance with their respective terms.

         6.1.3    That neither the execution,  delivery and  performance of this
                  Agreement by Transformis  nor the  consummation by Transformis
                  of the transactions contemplated hereby will:

                  (a) violate,  conflict  with or  result  in any  breach  of or
                      default under or permit the acceleration of any obligation
                      or loss of any  rights,  or  give  rise to any  obligation
                      under, the provisions of the charter,  operating agreement
                      or other organizational  documents of Transformis,  any of
                      the  Contracts  or any other  agreement,  lease,  license,
                      instrument  or other  document to which  Transformis  is a
                      party or by which Transformis or any of its properties are
                      bound, or any consent,  approval,  filing, order, license,
                      authorization, registration, judgment or decree or, to the
                      best  of  Transformis'   knowledge,   any  statute,   law,
                      ordinance,  rule or regulation  applicable to Transformis,
                      its Business or any of the Assets of other  properties  of
                      Transformis  or  any  of  the  transactions   contemplated
                      hereby; or

                  (b) result in the creation of any lien,  claim or  encumbrance
                      upon the Assets.

         6.1.4    That all consents and  approvals of and  notifications  to any
                  governmental  authority  or other  person  not a party  hereto
                  required in connection with the execution and delivery of this
                  Agreement by Transformis or the  performance by Transformis of
                  its obligations hereunder, or the transfer of the ownership of
                  any of the Assets, have been obtained or made.

         6.1.5    That at the Closing, the Contracts will be legally transferred
                  to ODI, with  Transformis and all other  contracting  parties'
                  consent,  and that  Transformis  has the authority to transfer
                  the Contract(s) to ODI or any ODI subsidiary.

         6.1.6    That no notice from any governmental body has been served upon
                  Transformis  claiming any  violation of any  applicable  laws,
                  regulations  and ordinances  relating to the Assets.  Further,
                  that there is not, to the best of Transformis' knowledge,  any
                  unsatisfied  requisition  by or  dispute  with any  government
                  authority or other body or official of competent  jurisdiction
                  affecting or relating to the Assets.

         6.1.7    That  all of the  Assets  shall  be  immediately  prior to the
                  Closing,  the absolute and exclusive  property of Transformis,
                  that the Assets  will,  at the  Closing  pass to ODI with good
                  marketable  title,  free  of any  option,  right  to  acquire,
                  assignment,  mortgage, charge, lien, lease,  infringement,  or
                  any other encumbrance or adverse interest  whatsoever and that
                  none of the Assets is the subject of any purchase, conditional
                  sale, or credit sale  agreement,  except in any case as and to
                  the extent created by ODI or its affiliates.


<PAGE>

         6.1.8    That, as of the Closing Date, Transformis has delivered to ODI
                  the  Software  and the  original (or a copy if the original is
                  not available) of each of the Contracts.

         6.1.9    That  with  the  exception  of  the  Contracts,  there  are no
                  licenses or  authorizations  (a) which Transformis has granted
                  to any third party with respect to the Software; and (b) which
                  are required for ODI to obtain all rights, title and interests
                  in the Assets.

         6.1.10   With respect to the Contracts;

                  (a)    that  they are  valid,  in full  force and  effect  and
                         binding and  enforceable  upon the  parties  thereto in
                         accordance with their respective terms; and

                  (b)    that  Transformis  has  paid  in full  or  accrued  all
                         amounts  due  and  payable  by it  thereunder  and  has
                         satisfied  in  all  material  respects,  or  adequately
                         reserved  or  otherwise   provided   for,  all  of  its
                         liabilities and obligations thereunder; and

                  (c)    that  Transformis is not in default under any Contract,
                         nor  is  any  other  party  to any  such  agreement  or
                         arrangement in default thereunder,  which default would
                         have a materially adverse effect on Transformis' rights
                         under such  Contract  or any  license  granted to or by
                         Transformis under such Contract; and

                  (d)    that  Transformis has obtained all necessary  approvals
                         and consents in relation to each of the Contracts,  and
                         that the current  rights of  Transformis  under each of
                         the Contracts will continue in full force and effect in
                         favor of ODI following the novation of the Contracts to
                         ODI   contemplated   by   Clause   4.2.3(c)   and   the
                         consummation of the  transactions  contemplated by this
                         Agreement.

         6.1.11   That, as of the Closing Date,  Transformis  has no liabilities
                  of any kind or  nature,  whether  absolute  or  contingent  or
                  otherwise,  that are not  disclosed  on the  balance  sheet of
                  Transformis as of August 31, 1999, certified by Carl Sjogreen,
                  which  has  herewith  been  delivered  to  ODI,  or  have  not
                  otherwise been disclosed in writing to ODI.

         6.1.12   That,   there  are  no   pending   or   threatened   disputes,
                  controversies  with any party  holding  any  rights  under the
                  Contracts  or relating to the Software nor any valid basis for
                  such a dispute.

         6.1.13   That  there  are  no  suits,   actions  or  claims  or  legal,
                  administrative,   mediation  or  arbitration   proceedings  or
                  investigations  (collectively  "Actions")  (whether or not the
                  defense  thereof or liabilities in respect thereof are covered
                  by  policies  of  insurance)  pending  or  threatened  against
                  Transformis  or otherwise  involving the Assets.  There are no
                  Actions  pending  which  would  give  rise  to  any  right  of
                  indemnification  from  Transformis  or  any  successor  to the
                  Assets and no valid basis for any such Action exists.


<PAGE>

         6.1.14   That, to the best of Transformis' knowledge, the Software does
                  not  infringe  any third  party  intellectual  or  proprietary
                  property  rights,  and that in no instance has the eligibility
                  of the Software for protection under applicable  copyright law
                  been  forfeited  to  the  public  domain  by  omission  of any
                  required notice or any other action.

         6.1.15   That  Transformis has promulgated and used its best efforts to
                  enforce a trade secret protection program, and that insofar as
                  Transformis  knows,  there has been no material  violation  of
                  such program by any person or entity, and that the source code
                  and system documentation  relating to the Software have (1) at
                  all times been maintained in confidence and (2) been disclosed
                  by  Transformis  only  to  employees  and  consultants,  under
                  obligations  of  confidentiality,  having "a need to know" the
                  contents  thereof in connection  with the performance of their
                  duties to Transformis.

         6.1.16   That all personnel,  including employees, agents, consultants,
                  and  contractors,  who have  contributed to or participated in
                  the  conception  and  development  of the Software,  technical
                  documentation  related  thereto,  or Intellectual  Property or
                  other  Assets on behalf of  Transformis  either  have (1) been
                  party  to a  "work-for-hire"  arrangement  or  agreement  with
                  Transformis,  in accordance with applicable  federal and state
                  law, that has accorded Transformis full, effective, exclusive,
                  and original ownership of all tangible and intangible property
                  thereby arising,  or (2) executed  appropriate  instruments of
                  assignment  in favor of  Transformis  as  assignee  that  have
                  conveyed  to  Transformis  full,   effective,   and  exclusive
                  ownership  of all  tangible and  intangible  property  thereby
                  arising.

         6.1.17   That the technical documentation for the Software includes the
                  source code, system documentation, statements of principles of
                  operation,  and  schematics  for all Software,  as well as any
                  pertinent  commentary or explanation  that may be necessary to
                  render such materials  understandable  and usable by a trained
                  computer   programmer  in  C++,  and  that  the  Software  and
                  documentation  contain no other  programming  or  materials in
                  which any third  party may claim  superior,  joint,  or common
                  ownership,  including any right or license, and do not contain
                  derivative  works of any programming or materials not owned in
                  their entirety by Transformis and included in the Assets.

         6.1.18   That all accounts receivable of Transformis, if any, are fully
                  collectible  within the customary  collection  cycle,  subject
                  only to bad debts  that will not exceed the amount of bad debt
                  reserves set aside by Transformis, and all accounts receivable
                  call for payment to be made within at least sixty (60) days to
                  the principal office of Transformis.

         6.1.19   That all tax returns of every kind (including  returns of real
                  and personal  property taxes,  intangible  taxes,  withholding
                  taxes, and FICA and unemployment  compensation taxes) relating
                  to the  Software  and other  Assets  that are due to have been
                  filed in  accordance  with any  applicable  law have been duly
                  filed; and all taxes shown to be due on such returns have been
                  paid in full.

<PAGE>

         6.1.20   That  Transformis  has not  authorized  any  person  to act as
                  broker  or  finder  or  in  any  other  similar   capacity  in
                  connection   with  the   transactions   contemplated  by  this
                  Agreement  in any manner that may or will impose  liability on
                  ODI.

         6.1.21   That all written materials  delivered or to be delivered by or
                  on  behalf  of  Transformis  to ODI in  connection  with  this
                  Agreement  and the  transactions  contemplated  hereby do not,
                  when read together,  in light of the circumstances under which
                  the  statements   contained  in  those  materials  were  made,
                  contain:

                  (a)    any untrue statement of material fact; or

                  (b) any statement  which is false or misleading as a result of
                  the  failure  to  include  or state a  material  fact which is
                  necessary  to  prevent  the  statement  from  being  false  or
                  misleading.

         6.1.22   That Transformis has no subsidiaries.

         6.1.23   Transformis  acknowledges  that  ODI  has  entered  into  this
                  Agreement  in  reliance  upon the  above  representations  and
                  warranties.

         6.1.24   Transformis  acknowledges  that  each  of  the  warranties  is
                  separate and independent.

         6.2      As  consideration  for entering  into this  Agreement and as a
                  condition precedent thereto, as of the Closing, ODI represents
                  and warrants to Transformis the following:

         6.2.1    That ODI is a corporation duly organized, validly existing and
                  in good  standing  under  the  laws of the  United  States  of
                  America.

         6.2.2    That  this  Agreement  and  Exhibits  C, D and E  hereto  when
                  delivered at the Closing have been duly  authorized,  executed
                  and delivered by ODI, that ODI has the right, power, authority
                  and legal  capacity to enter into and perform the  obligations
                  to be performed by it hereunder and thereunder,  and that this
                  Agreement  and Exhibits C, D and E when executed and delivered
                  at the Closing constitute valid and binding obligations of ODI
                  enforceable  against it in  accordance  with their  respective
                  terms.

         6.2.3    That all consents and  approvals of and  notifications  to any
                  governmental  authority  or other  person  not a party  hereto
                  required in connection with the execution and delivery of this
                  Agreement by ODI or the  performance by ODI of its obligations
                  hereunder have been obtained or made.

         6.2.4    That neither the execution and delivery of this  Agreement nor
                  the consummation of the transactions contemplated hereby will:

                  (a)    violate   any   provision   of   the   Certificate   of
                         Incorporation  or By-laws of ODI or any  material  law,
                         regulation,  ordinance,  judgement or decree applicable
                         to ODI and  its  ability  to  perform  its  obligations
                         hereunder; or

                  (b)    violate or conflict with any agreement to which ODI
                         presently is a party

<PAGE>

         6.2.5    That  ODI has  the  cash to make  the  payments  indicated  in
                  section 3.1.1 hereof.

         6.2.6    ODI  acknowledges  that  Transformis  has  entered  into  this
                  Agreement  in  reliance  upon the  above  representations  and
                  warranties.


ARTICLE 7 - INDEMNIFICATION

7.1      Subject to the  provisions  of Clause 7.4,  from and after the Closing,
         Transformis (an "Indemnifying Party") shall indemnify and hold harmless
         ODI  and  its  directors,  officers,  employees,   affiliates,  agents,
         representatives,  successors  and assigns  (collectively,  "Indemnified
         Parties")  from and against any and all  losses,  liabilities,  claims,
         costs,  expenses  (including  but not limited to reasonable  attorneys'
         fees), damages and deficiencies resulting from:

         (a)      any  breach  of  any   representation   or  warranty  made  by
                  Transformis  pursuant to this Agreement or in any certificate,
                  instrument or other document delivered pursuant hereto, or any
                  failure by  Transformis  to fulfill any  covenant,  indemnity,
                  undertaking or agreement on the part of Transformis  contained
                  in this Agreement;

         (b)      any  and  all  investigations,  actions,  suits,  proceedings,
                  claims, demands,  assessments or judgments, or the defenses of
                  any claims, related to the foregoing; and

         (c)      any   liabilities   or  obligations  of  any  kind  or  nature
                  whatsoever,   whether  accrued,   absolute,   contingent,   or
                  otherwise,  known or unknown,  arising out of or in connection
                  with the conduct of Transformis or the ownership or use of the
                  Assets prior to and/or after the Closing Date.

7.2      Subject to the  provisions  of Clause 7.4,  from and after the Closing,
         ODI  (an  "Indemnifying  Party")  shall  indemnify  and  hold  harmless
         Transformis   and   its   members,   employees,   affiliates,   agents,
         representatives,  successors  and assigns  (collectively,  "Indemnified
         Parties")  from and against any and all  losses,  liabilities,  claims,
         costs,  expenses  (including  but not limited to reasonable  attorneys'
         fees), damages and deficiencies resulting from:

         (a)      any  breach  of any  representation  or  warranty  made by ODI
                  pursuant to this Agreement or in any  certificate,  instrument
                  or other document delivered pursuant hereto, or any failure by
                  ODI  to  fulfill  any  covenant,  indemnity,   undertaking  or
                  agreement on the part of ODI contained in this Agreement;

         (b)      any  and  all  investigations,  actions,  suits,  proceedings,
                  claims, demands,  assessments or judgments, or the defenses of
                  any claims, related to the foregoing; and

         (c)      any   liabilities   or  obligations  of  any  kind  or  nature
                  whatsoever,   whether  accrued,   absolute,   contingent,   or
                  otherwise,  known or unknown,  arising out of or in connection
                  with the  ownership  or use of the Assets  only as modified by
                  ODI and/or  combined with other  technology  by ODI,  provided
                  that  such  modification  or  combination  gives  rise  to  an
                  infringement claim against  Transformis,  and such claim would
                  not have arisen but for such modification  and/or combination,
                  after the Closing Date.


<PAGE>

7.3      If an  Indemnifying  Party is obligated to  indemnify  any  Indemnified
         Party pursuant to Clause 7.1 or 7.2, or in the event that any action is
         begun as a result of which an Indemnifying  Party may become  obligated
         to any Indemnified  Party, then the Indemnified Party shall give prompt
         written notice thereof to the Indemnifying Party; provided however that
         the  failure so to notify the  Indemnifying  Party shall not relieve it
         from any liability which it may have to any Indemnified Party otherwise
         than under such Clause,  and shall not relieve the  Indemnifying  Party
         from  liability  under such  Clause  unless the  Indemnifying  Party is
         prejudiced by such omission.

         In case such action is brought  against any  Indemnified  Party and the
         Indemnified  Party notifies the Indemnifying  Party of the commencement
         thereof,  the Indemnified Party shall have the right to participate in,
         and to the extent  that it may wish,  assume the defense of such action
         with counsel  reasonably  satisfactory  to the  Indemnifying  Party. An
         Indemnified  Party may not settle  any such  action  without  the prior
         consent  of  the  Indemnifying   Party,  which  consent  shall  not  be
         unreasonably withheld or delayed.

         Notwithstanding  the  right  of the  Indemnified  Party to  assume  the
         defense of any  action to which it may become a party or a target,  the
         Indemnifying  Party shall have the right to employ separate counsel and
         to participate in the defense of such action at its own cost.

7.4      Liability

         7.4.1    Each party's liability for indemnification  under this Article
                  7  shall  be  limited  to  a  maximum   aggregate   amount  of
                  US$1,000,000.

         7.4.2    Each party's liability for indemnification  under this Article
                  7 shall continue for a period of one (1) year from the Closing
                  Date.


                           ARTICLE 8 - CONFIDENTIALITY

8.1      Until Closing (and, if this Agreement is terminated for any reason, for
         a period of five (5) years  thereafter),  ODI shall,  and shall use its
         reasonable efforts to cause its personnel and agents to, hold in strict
         confidence,  not  disclose  to any  person  without  the prior  written
         consent of Transformis,  and not use in any manner except in connection
         with the transactions contemplated hereby, any confidential business or
         technical  information obtained from Transformis in connection with the
         transactions  contemplated  hereby concerning the Software or the other
         Assets. This obligation shall cease to apply to ODI upon the occurrence
         of Closing. In the event that this Agreement terminates for any reason,
         ODI shall  return  to  Transformis  or  destroy,  only at  Transformis'
         instruction,  all  materials  in its  possession  containing  any  such
         confidential information,  including all copies, extracts, adaptations,
         and transcriptions thereof.

8.2      Until Closing (and, if this Agreement is terminated for any reason, for
         a period of five (5) years  thereafter),  Transformis  shall, and shall
         use its  reasonable  efforts to cause its personnel and agents to, hold
         in strict  confidence,  not  disclose  to any person  without the prior
         written  consent  of ODI,  and not use in any  manner  whatsoever,  any
         confidential   business  or  technical  information  remaining  in  its
         possession  concerning  ODI.  This


<PAGE>

         obligation  shall cease to apply to Transformis  upon the occurrence of
         Closing.  In the event that this  Agreement  terminates for any reason,
         Transformis shall return to ODI or destroy,  only at ODI's instruction,
         all  materials  in its  possession  containing  any  such  confidential
         information,   including  all  copies,   extracts,   adaptations,   and
         transcriptions thereof.

8.3      Notwithstanding  Sections  8.1  and  8.2,  either  party  may  disclose
         confidential   information   (1)  where  necessary  to  any  regulatory
         authorities or governmental  agencies  pursuant to legal process or (2)
         if required by court order or decree.

8.4      For  purposes  of  this  Agreement,  information  shall  not be  deemed
         confidential  (1) if such  information is available in full from public
         sources;  (2) if such  information  is received  from a third party not
         under an obligation to keep such  information  confidential;  or (3) if
         the recipient can  conclusively  demonstrate  that such information was
         independently  developed by the  recipient or was in the  possession of
         recipient prior to disclosure.


                    ARTICLE 9 - TERMINATION PRIOR TO CLOSING

9.1      This Agreement may be terminated at any time prior to the Closing:
         (a)      By the mutual consent of Buyer and Seller; or

         (b)      By Buyer or Seller,  in  writing,  without  liability,  if the
                  Closing shall not have occurred on or before October 31, 1999;
                  or

         (c)      By Buyer or Seller in writing, without liability, if the other
                  party  shall (1) fail to perform in any  material  respect its
                  agreements  contained herein required to be performed by it on
                  or prior to the Closing Date or (2)  materially  breach any of
                  its  representations,  warranties,  agreements,  or  covenants
                  contained herein,  provided that such failure or breach is not
                  cured  within  thirty  (30)  days  after  such  party has been
                  notified  of  the  other  party's  intent  to  terminate  this
                  Agreement pursuant hereto; or

         (d)      As provide in Clause 4.5

9.2      Termination  of  this  Agreement  pursuant  to  this  Article  9  shall
         terminate  all  obligations  of the parties  hereunder,  except for the
         obligations set forth in Article 8 and Clauses 10.6 and 10.7.


                         ARTICLE 10 - GENERAL PROVISIONS

10.1     All the Clauses in this  Agreement are distinct and  severable,  and if
         any Clause is held  unenforceable,  illegal or void in whole or in part
         by a court, regulatory authority or other competent authority, it shall
         to that  extent be deemed not to form part of this  Agreement,  and the
         enforceability,   legality  and  validity  of  the  remainder  of  this
         Agreement  will not be affected,  however the Agreement  shall,  to the
         fullest extent  permitted by law, be reformed and construed  consistent
         with the parties' intent.

<PAGE>

10.2     Transformis  may not assign this Agreement or any rights or obligations
         hereunder, without ODI's prior written consent.

10.3     This Agreement and all Exhibits hereto  (together with any documents to
         be   executed   pursuant   to   Article   5)   supersedes   all   prior
         representations,  arrangements,  understandings  and agreements between
         the parties  hereto  relating to the  subject-matter  hereof,  and sets
         forth the entire, complete and exclusive agreement and understanding as
         at the date hereof  between the parties  relating to the subject matter
         hereof.  No waiver  of any  provision  shall  constitute  a  continuing
         waiver.  No waiver shall be binding  unless  executed in writing by the
         party making the waiver. No amendment,  modification,  or alteration of
         the terms or provisions of this  Agreement  shall be binding unless the
         same shall be in writing and duly executed by the parties hereto.

10.4     Nothing in this  Agreement,  whether  express or implied is intended to
         confer any rights or remedies under this Agreement on any persons other
         than the parties to it and their  respective  successors  and permitted
         assigns,  nor is  anything  in this  Agreement  intended  to relieve or
         discharge  the  obligations  or liability  of any third  persons to any
         party to this Agreement, nor shall any provision give any third persons
         any right of subrogation or action against any party to this Agreement.

10.5     Notices:

         10.5.1   Any notice or other  communication to be given or served under
                  this Agreement shall be in writing,  addressed to the relevant
                  party and expressed to be a notice or communication under this
                  Agreement  and,  without  prejudice to the validity of another
                  method of service  may be  delivered  or sent by a  recognized
                  international courier or telecopier addressed as follows:

                  Transformis' Address:              955 Massachusetts Avenue
                                                     Number 221
                                                     Cambridge, MA 02139

                                                     Attention:  Carl Sjogreen
                                                     Fax No.:

                  ODI's Address:                     Twenty-five Mall Road
                                                     Burlington,  MA  01803-4194
                                                     U.S.A.

                                                     Attention:  General Counsel
                                                     Fax No.:  617-674-5227

                  or to such other address or telecopier number as the addressee
                  may have previously substituted by notice.

         10.5.2  Any such  notice  will be deemed  to have  been duly  served or
given:

                  (a)      in the case of delivery, at the time of delivery;
                  (b)      in the case of telecopier, upon transmission, subject
                           to  the  correct  code  or  telecopier  number  being
                           received on the transmission report

<PAGE>

                           provided,  however,  that if a notice is not given or
                           served during usual business hours on a business day,
                           it will be  deemed  to be given or served on the next
                           following business day.

10.6     Transformis  shall not make any  announcements or disclosures as to the
         subject matter of this Agreement except in a form and manner acceptable
         to ODI and at such time as ODI deems appropriate and as may be required
         by law.

10.7     Each party  shall pay its own costs and  expenses  in  negotiating  and
         preparing   this   Agreement  and  in  closing  and  carrying  out  the
         transactions contemplated by such party under this Agreement, including
         without limitation, legal and accounting fees.

10.8     From and after the date of this  Agreement  until  the  earlier  of the
         Closing or termination  of this Agreement in accordance  with Article 9
         hereof (the  "Exclusivity  Period"),  Transformis will not, directly or
         indirectly, through any officer, director, employee, affiliate or agent
         of  Transformis  or  otherwise,  solicit,  initiate,  seek,  entertain,
         encourage or support any inquiry,  proposal or offer from,  furnish any
         information  to, or  participate  in any  negotiations  with, any third
         party  regarding  any   acquisition  of  Transformis,   any  merger  or
         consolidation with or involving Transformis,  or any acquisition of any
         material  portion  of the stock or assets of  Transformis.  Transformis
         agrees  that,  in no event,  will it accept or enter into an  agreement
         concerning  any such third  party  acquisition  transaction  during the
         Exclusivity  Period.  Transformis  will  notify ODI  immediately  after
         receipt by Transformis (or any of its officers,  directors,  employees,
         affiliates or agents) at any time during the Exclusivity  Period of any
         unsolicited  proposal or request for, or inquiry respecting,  any third
         party acquisition  transaction  involving  Transformis by any person or
         entity.  Such  notice to ODI will  indicate  in  reasonable  detail the
         identity of the person making the proposal or inquiry and the terms and
         conditions of such proposal or inquiry.

10.9     This Agreement and all relationships created hereby will in all respect
         be enforced,  governed by, and construed in accordance with the laws of
         The  Commonwealth  of  Massachusetts,  U.S.A.  without  regard  to  its
         principles of conflicts of laws.

10.10    It is irrevocably  agreed that the jurisdiction and venue of any action
         with respect to this Agreement shall be in a court of competent subject
         matter jurisdiction located in The Commonwealth of Massachusetts, USA.



AGREED by authorized representatives of both parties:

OBJECT DESIGN, INC.                                       TRANSFORMIS LLC

Signature:________________________             Signature:______________________

Name:_____________________________             Name:___________________________

Title:____________________________             Title:__________________________


<PAGE>

                                    EXHIBIT A

                                     ASSETS



I.       SOFTWARE

         A.       The software  described as "Stylus XSL  Development  Tool" and
                  the source  code,  object  code,  firmware  and all  operating
                  manuals and other documentation relating to such software.

         B.       All software  that has been jointly  developed or is currently
                  being jointly developed by Transformis and ODI,  including but
                  not  limited  to  the  following  software  programs  and  any
                  revisions,  updates,  and/or modifications thereto even if the
                  name of the software program is changed,  and the source code,
                  object  code,  firmware  and all  operating  manuals and other
                  documentation relating to such software: None.


II.      CONTRACT(S)

         A.        Stringay Software Objective Edit; one developer license

         B.       Roguewave Software Tool.h++; one developer license

         C.       one Microsoft Developer Network Library subscription

         D.       Source OffSite Server; one client license

         E.       Transformis has Pre-Release Software  Agreements,  in the form
                  attached  as  Attachment  A, with 322  testers of the  "alpha"
                  version of the  Software,  who are listed on  Attachment  B to
                  this Exhibit A.





<PAGE>


                                  ATTACHMENT B
               (See the Attached Alpha Program Participants List)


<PAGE>


                                    EXHIBIT B

                                NOVATION CONSENT


Supplier:  [NAME]

Agreement:

The Supplier  understands that Transformis LLC  ("Transformis")  intends to sell
(or has  sold) to  Object  Design,  Inc.  ("ODI")  the  following  licenses:  in
accordance with the Agreement  referenced to above (the "Assets") [SPECIFIC LIST
OF LICENSES].  Supplier  agrees,  that, as of October 5, 1999,  the Agreement is
novated so that:

(a)      ODI is substituted  for  Transformis  under the Agreement as if ODI had
         originally been a party to the Agreement instead of Transformis;

(b)      ODI is  bound  by and  will  comply  with  all  the  provisions  of the
         Agreement  and will enjoy all the rights and  benefits  of  Transformis
         under the Agreement;

(c)      ODI will meet all obligations and liabilities to the Supplier under the
         Agreement; and

(d)      Supplier will meet all  liabilities  and  obligations  to ODI under the
         Agreement;

(e)      Supplier  releases and discharges  Transformis from all obligations and
         all claims or proceedings under the Agreement.




Executed as a deed

Date:_______________________

Signed, sealed and delivered on behalf of the Supplier by:

Signature:______________________________________

Name:___________________________________________

Title/Position:_________________________________




<PAGE>


Executed as a deed

Date:_______________________

Signed, sealed and delivered on behalf of Transformis by:

Signature:______________________________________

Name:___________________________________________

Title/Position:_________________________________


Executed as a deed

Date:_______________________

Signed, sealed and delivered on behalf of ODI by:

Signature:______________________________________

Name:___________________________________________

Title/Position:_________________________________

<PAGE>

                                    EXHIBIT C

                             CONTRACT OF EMPLOYMENT
                                 by and between
                               OBJECT DESIGN, INC.
                                       and
                                  CARL SJOGREEN

This  A.greement is between Object Design,  Inc.  ("Company")  and Carl Sjogreen
("Employee").

1.       EMPLOYMENT

         The  Company  agrees to  employ  Employee  and  Employee  accepts  such
         employment,  upon the terms and conditions hereinafter set forth, for a
         period of  twenty-four  (24) months  beginning  on October 5, 1999 (the
         "Initial Term"), and thereafter as an employee at will.

2.       DUTIES

         A.     Employee  shall  be  employed  as  a  member  of  the  Company's
                Technical  Staff  and shall be  responsible  for  modifying  and
                developing  software  and  shall  have  such  other  duties  and
                responsibilities  as the Board of  Directors  of the  Company or
                their designee(s) shall determine from time to time.

         B.     Employee agrees during the term of this Agreement to devote on a
                full-time basis, his time, energy and ability to the business of
                the Company.

3.       COMPENSATION AND BENEFITS

                    A. Employee's gross annual salary shall be $75,000,  payable
                on a semi-monthly basis and subject to an annual review process.
                In addition,  subject to approval of the Board of Directors, the
                Company agrees to grant  Employee an option to purchase  133,000
                shares  of  Common  Stock   pursuant  to  the   Company's   1997
                Nonqualified  Stock  Option  Plan.  Such  options  shall have an
                exercise (purchase) price per share of one dollar ($1.00); shall
                vest 50% at the end of each  twelve-month  period after the date
                of the grant;  and shall be converted,  in  accordance  with the
                Company's then-current policy, to "eXcelon Options" in the event
                of a spin-off of the eXcelon division from the Company.

         B.     Upon commencement of the employment,  Employee shall be entitled
                to participate in the then current benefit  programs  offered by
                the Company for which he is eligible.  Such participation  shall
                be subject to the terms of the  applicable  plan  documents  and
                Company  policies.  The Company  reserves its right, in its sole
                discretion,  and as  allowed  by  law,  to  modify,  suspend  or
                discontinue  any or  all  such  benefits  at  any  time  without
                recourse by the Employee.

         C.     Except to the extent the terms of any benefit  programs or stock
                option  grants  provide for the  survival of rights or benefits,
                upon  death of  Employee,  all  rights of  Employee  under  this
                Agreement  shall  terminate,  with the exception of rights which
                accrued prior to the date of death.

         D.     Employee shall be reimbursed for approved  business  expenses in
                accordance  with  Company's  then  current  travel  and  expense
                policy.


<PAGE>

4.       NON-COMPETITION, NON-DISCLOSURE

         Employee agrees to be bound by the Non-Competition,  Non-Disclosure and
         Developments  Agreement  incorporated  herein by reference and attached
         hereto as Appendix A.

5.       TERMINATION

         A.     Termination for Cause.  The Company shall have the right, at any
                time,  at its sole  option and upon  giving the  required  legal
                notice,  to  terminate  this  Agreement  for  one or more of the
                following occurrences ("Cause"):

                1.    conviction  of the  Employee or a plea of nolo  contendere
                      for  any  felony  or  any  other  crime   involving  moral
                      turpitude;

                2.    willful misconduct, fraud, embezzlement, or other material
                      dishonesty on the part of Employee;

                3.    a material  failure of the  Employee to perform his duties
                      under  Section  2  hereof  (other  than  as  a  result  of
                      documented  physical or mental  illness)  which  continues
                      after written  demand for  performance is delivered to the
                      Employee which demand  specifically  identifies the manner
                      in which it is alleged that the  Employee  has  materially
                      failed to perform his duties;

                4.    material  breach by the Employee of any  provision of this
                      Agreement  and  attached  Exhibit A which is not  remedied
                      within  thirty (30) days of  receiving  written  notice of
                      such breach.

         B.       Other Termination.  After the Initial Term, the Employee shall
                  be an employee at will and the Company shall have the right at
                  any time,  at its option and upon  giving the  required  legal
                  notice,  to  terminate  this  Agreement  for any  reason or no
                  reason.

6.       EFFECT OF TERMINATION

         A.           If the Company  terminates this Agreement for Cause at any
                      time or  without  Cause  after the  Initial  Term,  or the
                      Employee  terminates  this  Agreement  at any time for any
                      reason, then upon termination, the Employee's then current
                      benefits shall terminate in accordance with Company policy
                      or as  required  by law,  except  that the  Company  shall
                      remain  obligated  in  respect  to and  will  pay all such
                      salary and other  benefits as may be accrued and unpaid on
                      the date of termination.

         B.           If Company  terminates this Agreement without Cause during
                      the  Initial  Term,   then  the  Employee's  then  current
                      benefits  shall  continue  until  the  expiration  of  the
                      Initial  Term in  accordance  with  Company  policy  or as
                      required by law, and the Company shall remain obligated in
                      respect to and will pay all  salary  that  Employee  would
                      otherwise  be  entitled  to  receive  hereunder  until the
                      expiration of the Initial Term.

<PAGE>

7.       CONFLICTING AGREEMENTS

         Employee  hereby  represents  and warrants  that the  execution of this
         Agreement and the performance of Employee's  obligations hereunder will
         not breach or be in conflict with any other agreement to which Employee
         is a party or is bound  and that  Employee  is not now  subject  to any
         covenants against competition,  covenants of confidentiality or similar
         covenants with any person or entity other than the Company.

8.       ENFORCEMENT OF COVENANTS

         Employee  acknowledges  and agrees that, were Employee to breach any of
         the   covenants   contained   in  Appendix   A,  the   Non-Competition,
         Non-Disclosure  and Developments  Agreement,  the damage to the Company
         may be irreparable, and that money damages alone may not be an adequate
         remedy. Accordingly,  Employee agrees that the Company and its assigns,
         in addition to any other remedies  available to them, shall be entitled
         to seek preliminary and permanent  injunctive relief against any breach
         or  threatened  breach by  Employee of any of said  covenants,  without
         posting bond.

9.       MISCELLANEOUS

         A.       Employee  understands  that this  Agreement does not create an
                  obligation  on the  Company  or any other  person or entity to
                  continue to employ Employee beyond the Initial Term.

         B.       Any waiver by the Company of a breach of any provision of this
                  Agreement shall not operate or be construed as a waiver of any
                  subsequent  breach of such  provision  or any other  provision
                  hereof.

         C.       Employee  hereby  agrees that each  provision  herein shall be
                  treated  as  a  separate  and  independent   clause,  and  the
                  unenforceability  of any one clause shall in no way impair the
                  enforceability  of any of the other clauses herein.  Moreover,
                  if one or more of the  provisions  contained in this Agreement
                  shall  for any  reason be held to be  excessively  broad as to
                  scope,  activity or subject so as to be  unenforceable at law,
                  such  provision  or  provisions  shall  be  construed  by  the
                  appropriate judicial body by limiting and reducing it or them,
                  so as to be  enforceable  to the maximum  extent  permitted by
                  applicable law.

         D.       This   Agreement   shall  be  governed  by  and  construed  in
                  accordance with the laws of The Commonwealth of Massachusetts,
                  without regards to its principles of conflicts of law.

         E.       Appendix A hereto is  incorporated  in and made a part of this
                  Agreement.   This  Agreement  contains  the  entire  and  only
                  agreement  between  Employee  and the Company  respecting  the
                  subject  matter   hereof,   and  no   modification,   renewal,
                  extension,  waiver or  termination of this Agreement or any of
                  the provisions herein contained shall be binding upon Employee
                  or the  Company  unless  made  in  writing  and  signed  by an
                  authorized officer of the Company.

         F.       Any  notices to be given  hereunder  shall be in  writing  and
                  shall  be  delivered  by hand,  by  registered,  certified  or
                  overnight mail to the  appropriate  address set forth below or
                  to such other address as specified by notice.

<PAGE>

         G.       The term "Company"  shall include Object Design,  Inc. and any
                  of its subsidiaries,  subdivisions or affiliates.  The Company
                  shall have the right to assign this Agreement to its successor
                  and assigns,  and all covenant and agreements  hereunder shall
                  inure to the benefit of and be enforceable by said  successors
                  or assigns.


BY PLACING MY SIGNATURE  HEREUNDER,  I  ACKNOWLEDGE  THAT I HAVE READ ALL OF THE
PROVISIONS OF THIS AGREEMENT AND THAT I AGREE TO ALL OF ITS TERMS.


SIGNATURE OF EMPLOYEE:__________________________________________

ADDRESS:________________________________________________________

DATE:___________________________________________________________

ACCEPTED BY OBJECT DESIGN, INC.

ADDRESS:________________________________________________________

BY:_________________________________

NAME:_______________________________

TITLE:______________________________

DATE:_______________________________





<PAGE>

                                   APPENDIX A

                         NON-COMPETITION, NON-DISCLOSURE
                           AND DEVELOPMENTS AGREEMENT

In  consideration  of  my  employment,   consulting  or  advisory   relationship
("Employment"),  as the  case may be,  with  Object  Design,  Inc.,  a  Delaware
corporation  with its principal place of business in Burlington,  Massachusetts,
and in recognition  of the fact that as a result of such  relationship I will or
may have  access to  confidential  information,  I agree  with the  Company  (as
defined below) as follows:

1.   Agreement Not to Compete with the Company

(a) As long as I am  employed or retained by the Company and for a period of one
year  after the  termination  of my  Employment  with the  Company by me for any
reason,   including  expiration  of  the  previously  agreed  upon  term  of  my
Employment,  or by the Company for or without Cause, as defined in my Employment
Agreement  of even  date,  I shall  not,  on my  behalf,  or as owner,  manager,
stockholder,  consultant,  director, officer or employee of any business entity,
participate  in the  development  or  provision  of goods or services  which are
competitive with goods or services sold or licensed,  or under  development,  by
the Company without the prior written  authorization  of the Company;  provided,
however, that I may, without the Company's prior written authorization,  own (i)
up to one percent (1%) of the issued and outstanding  securities of any publicly
held  corporation or (ii) any securities in any non-public  corporation  which I
owned  prior to the date of my  Employment.  In the event that the Company and I
disagree  about  whether any  business  entity  develops  or  provides  goods or
services which are competitive with goods or services sold or licensed, or under
development,  by the Company at the date of termination,  the disagreement shall
be resolved  either (i) by decision of the Company's Board of Directors at their
next  regularly  scheduled  board meeting acting in good faith after giving me a
suitable  opportunity  to present my view in person and/or in writing or (ii) if
either I or the  Company  gives  notice  to the  Board of our  objection  to the
decision of the Board  within 30 days after such  decision,  by  arbitration  as
provided  herein.  The  Company  and I agree  that goods or  services  which are
competitive with goods or services sold or licensed,  or under  development,  by
the Company  shall not include  goods and services  used by any person or entity
(i) for such person or entity's  non-public,  in-house use, or (ii) for use as a
component in a good or service which is not  competitive  with goods or services
sold or licensed, or under development, by the Company.

If after  the  commencement  of my  Employment  with  the  Company  the  Company
determines  to change its line of  business  so as to provide  goods or services
other than those sold or licensed,  or under development,  by the Company at the
commencement  of my  Employment,  then the Company  shall give me notice of such
determination.

(b) For a period of one year after the  termination  of my  Employment  with the
Company by me for any reason, including expiration of the previously agreed upon
term of my  Employment,  or by the Company for or without Cause, I shall not, on
my own behalf, or as owner, manager, stockholder,  consultant, director, officer
or employee of any  business  entity,  take away any of the  customers  that the
Company had enjoyed during my Employment with the Company.

(c) For a period of one year after the  termination  of my  Employment  with the
Company by me for any reason, including expiration of the previously agreed upon
term of my  Employment,  or by the  Company  for or without  Cause,  I shall not
solicit,  induce,  attempt to hire,  or hire any employee of the Company (or any
other  person who may have been  employed by the  Company  during the six months
prior to the  termination  of my  Employment),  or assist in such  hiring by any
other person or business  entity or encourage any such employee to terminate his
or her employment with the Company.


<PAGE>

(d) I recognize that the Company is developing highly  specialized  products and
services in competition with the other business  entities  throughout the United
States and the world,  which  products  and  services are designed to compete in
regional, nation-wide and world-wide markets. In light of the competitive nature
of the Company's products and services, I agree that the restrictions  contained
in this Section 1 cannot be limited to any geographic area.

2.   Confidentiality Agreement

(a) I will not at any  time,  whether  during  or after  the  termination  of my
Employment,  reveal to any person or entity any of the Confidential  Information
of the Company or of any third party which the Company is under an obligation to
keep confidential.  The term "Confidential  Information" as used throughout this
Agreement shall mean all trade secrets,  proprietary  information and other data
or information (and any tangible  evidence,  record or representation  thereof),
whether  prepared,  conceived  or  developed  by  an  employee  of  the  Company
(including  myself) or received by the Company from an outside source,  which is
in the  possession of the Company  (whether or not the property of the Company),
which in any way relates to the present or future business of the Company or any
customer or supplier of the Company,  and which is  maintained  in confidence by
the Company.  Without  limiting the generality of the  foregoing,  "Confidential
Information" shall mean all trade secrets, know-how, proprietary information and
other  information  or data  relating to the  present or future  business of the
Company, including but not limited to:

         (i) any idea, improvement, invention, innovation, development technical
data, design, formula,  device, pattern,  concept,  computer program,  software,
firmware,  source  code,  object code,  algorithm,  subroutine,  object  module,
schematic, model, diagram, flow chart, chip masking specification,  user manual,
training or service  manual,  product  specification,  plan for a new or revised
product,  compilation  of  information,  or  work  in  process,  and any and all
revisions  and  improvements  relating  to any of the  foregoing  (in each  case
whether or not reduced to tangible form); and

         (ii)  the  name of any  customer,  employee,  prospective  customer  or
consultant,  any sales plan, marketing material,  plan or survey, business plan,
product or  development  plan or  specification,  business  proposal,  financial
record,  or  business  record or other  record or  information  relating  to the
business of the Company.

Notwithstanding the foregoing, the term Confidential Information shall not apply
to  information  (i) which the Company has  voluntarily  disclosed to the public
without  restriction,  (ii)  which has  otherwise  lawfully  entered  the public
domain,  (iii)  which the  Company  has  permitted  me to  disclose by its prior
written  consent;  or (iv) which I may  disclose  at a forum,  workshop or round
table conference with the prior knowledge of the Company.

(b) I  further  represent  that  my  performance  of all of the  terms  of  this
Agreement and as an employee,  consultant or advisor of the Company does not and
will not breach any  agreement to keep in  confidence  Confidential  Information
acquired by me prior to my Employment  by the Company.  I have not entered into,
and I agree I will not enter  into,  any  agreement  either  written  or oral in
conflict  herewith.

<PAGE>

(c) Further,  I agree that during my Employment I shall not make,  use or permit
to be used any notes, memoranda,  reports, lists, records,  drawings,  sketches,
specifications, software programs, data, documentation or other materials of any
nature relating to any matter within the scope of the business of the Company or
concerning any of its dealings or affairs  otherwise than for the benefit of the
Company.  I  further  agree  that I  shall  not,  after  the  termination  of my
Employment, use or permit to be used any such notes, memoranda,  reports, lists,
records,   drawings,   sketches,   specifications,   software  programs,   data,
documentation  or other  materials,  it being  agreed that all of the  foregoing
shall be and remain the sole and  exclusive  property  of the  Company  and that
within ten (10) days after the  termination  of my Employment I shall either (i)
deliver all of the foregoing,  and all copies  thereof,  to the Company,  at its
main office or (ii) destroy all of the foregoing,  and all copies  thereof,  and
deliver a sworn notice to the Company certifying to such destruction.

(d) The Company shall make adequate  provision for the safekeeping of any notes,
memoranda, reports, lists, records, drawings, sketches, specifications, software
programs,  data,  documentation or other materials of any nature relating to any
matter within the scope of the business of the Company or concerning  any of its
dealings or affairs,  as requested by me upon notice to the Company given within
10 days after the termination of my Employment, and the Company shall provide me
with a notice setting forth that it has complied with such request.

3.   Developments Agreement

(a) If at any time or times during my Employment,  I shall (either alone or with
others)  make,   conceive,   discover  or  reduce  to  practice  any  invention,
modification,  discovery,  design, development,  improvement,  process, software
program, work of authorship,  documentation, formula, data, technique, know-how,
secret or any interest therein  (whether or not patentable or registrable  under
copyright or similar statutes or subject to analogous protection) (herein called
"Developments")  that  relate to the  business  of the Company or that relate to
software  provided by suppliers to the Company and incorporated in the Company's
products,  or any of the goods and services sold,  licensed or under development
by the Company or result from the use of premises or personal  property tangible
or intangible  owned,  leased or contracted for by the Company such Developments
and the benefits thereof shall immediately become the sole and absolute property
of the Company and its assigns, and I shall promptly disclose to the Company (or
any persons designated by it) each such Development and hereby assign any rights
I may have or acquire in the  Developments  and benefits and/or rights resulting
therefrom to the Company and its assigns without further  compensation and shall
communicate,  without  cost or delay,  and  without  publishing  the  same,  all
available  information relating thereto (with all necessary plans and models) to
the Company.

(b) Upon  disclosure  of each  Development  to the  Company,  I will,  during my
Employment and at any time  thereafter,  at the request and cost of the Company,
sign,  execute,  make and do all such deeds,  documents,  acts and things as the
Company and its duly authorized agents may reasonably require:

         (i)    to apply for,  obtain and vest in the name of the Company  alone
                (unless  the  Company   otherwise   directs)   letters   patent,
                copyrights  or  other   analogous   protection  in  any  country
                throughout the world and when so obtained or vested to renew and
                restore the same; and

         (ii)   to  defend  any  opposition   proceedings  in  respect  of  such
                applications  and any  opposition  proceedings  or  petitions or
                applications for revocation of such letters patent, copyright or
                other analogous protection.

<PAGE>

In the event the  Company  is  unable,  after  reasonable  effort,  to secure my
signature  on any  letters  patent,  copyright  or  other  analogous  protection
relating to a Development,  whether because of my physical or mental  incapacity
or for any other reason whatsoever,  I hereby irrevocably  designate and appoint
the  Company  and its duly  authorized  officers  and  agents  as my  agent  and
attorney-in-fact,  to act for and in my behalf and stead to execute and file any
such application or applications and to do all other lawfully  permitted acts to
further the  prosecution  and  issuance of letters  patent,  copyright  or other
analogous protection thereon with the same legal force and effect as if executed
by me.

(c) I  understand  that the  Developments  including,  but not limited to, those
identified in the pages, if any, attached hereto, which I can demonstrate to the
satisfaction of the Company that I have made or conceived prior to my Employment
by the Company are excluded from this  Agreement.  I understand  that it is only
necessary  to list the title and  purpose of such  Developments  but not details
thereof.

4.   Miscellaneous

(a) I  understand  that this  Agreement  does not  create an  obligation  on the
Company or any other person or entity to continue my Employment.

(b) Any waiver by the  Company of a breach of any  provision  of this  Agreement
shall not operate or be construed as a waiver of any  subsequent  breach of such
provision or any other provision hereof.

(c) I hereby agree that each provision herein shall be treated as a separate and
independent  clause, and the  unenforceability of any one clause shall in no way
impair the enforceability of any of the other clauses herein.  Moreover,  if one
or more of the provisions  contained in this  Agreement  shall for any reason be
held to be  excessively  broad as to  scope,  activity  or  subject  so as to be
unenforceable  at law, such  provision or  provisions  shall be construed by the
appropriate  judicial  body by limiting  and  reducing  it or them,  so as to be
enforceable to the maximum extent compatible with the applicable law as it shall
then appear.

(d) I recognize  that money damages alone would not  adequately  compensate  the
Company in the event of breach by me of this  Agreement,  and I therefore  agree
that,  in addition to all other  remedies  available to the Company at law or in
equity,  the Company shall be entitled to injunctive  relief for the enforcement
hereof.  Failure by the Company to insist upon strict compliance with any of the
terms,  covenants  or  conditions  hereof  shall  not be deemed a waiver of such
terms, covenants or conditions.

(e) My  obligations  under this  Agreement  shall survive the  termination of my
employment.

(f)  The  term  "Company"  shall  include  Object  Design,  Inc.  and any of its
subsidiaries,  subdivisions  or affiliates.  The Company shall have the right to
assign this  Agreement  to its  successor  and  assigns,  and all  covenant  and
agreements  hereunder  shall inure to the benefit of and be  enforceable by said
successors or assigns.

(g) This  Agreement  shall be governed by and construed in  accordance  with the
laws of the Commonwealth of Massachusetts.


<PAGE>


(h) This  Agreement  contains the entire and only  agreement  between me and the
Company  respecting  the subject matter hereof,  and no  modification,  renewal,
extension,  waiver or  termination  of this  Agreement or any of the  provisions
herein  contained shall be binding upon me or the Company unless made in writing
and  signed  by an  authorized  officer  of the  Company.  In the  event  of any
inconsistency  between this Agreement and any other contract  between me and the
Company, the provisions of this Agreement shall prevail.

(i) Any notices to be given hereunder shall be in writing and shall be delivered
by hand, by registered,  certified or overnight mail to the appropriate  address
set forth below or to such other address as specified by notice.

(j) Any  controversy or claim arising out of or relating to this  Agreement,  or
the breach thereof, shall be settled by arbitration in Boston,  Massachusetts in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association,  and judgment upon the award rendered by the  arbitrator(s)  may be
entered in any court having jurisdiction  thereof and shall be final and binding
upon the parties hereto.  Notwithstanding  anything to the contrary contained in
this Section 4(j), the Company shall have the right to seek  injunctive  relief,
specific  performance  or  other  equitable  relief  against  me in a  court  of
competent jurisdiction.

BY PLACING MY SIGNATURE  HEREUNDER,  I  ACKNOWLEDGE  THAT I HAVE READ ALL OF THE
PROVISIONS OF THIS AGREEMENT AND THAT I AGREE TO ALL OF ITS TERMS.

                                                   ____________________________
                                                   Signature

                                                   Address:

                                                   ____________________________

                                                   ____________________________

                                                   Date: __________________

                                                   Accepted:

                                                   OBJECT DESIGN, INC.
                                                   25 Mall Road
                                                   Burlington, MA  01803


                                                   By: ________________________

                                                   Title:  ____________________




<PAGE>

                                    EXHIBIT D
                             CONTRACT OF EMPLOYMENT
                                 by and between
                               OBJECT DESIGN, INC.
                                       and
                                   ALEX LLOYD

This  Agreement  is  between  Object  Design,  Inc.  ("Company")  and Alex Lloyd
("Employee").

1.       EMPLOYMENT

         The  Company  agrees to  employ  Employee  and  Employee  accepts  such
         employment,  upon the terms and conditions hereinafter set forth, for a
         period of  twenty-four  (24) months  beginning  on October 5, 1999 (the
         "Initial Term"), and thereafter as an employee at will.

2.       DUTIES

         A.     Employee  shall  be  employed  as  a  member  of  the  Company's
                Technical  Staff  and shall be  responsible  for  modifying  and
                developing  software  and  shall  have  such  other  duties  and
                responsibilities  as the Board of  Directors  of the  Company or
                their designee(s) shall determine from time to time.

         B.     Employee agrees during the term of this Agreement to devote on a
                full-time basis, his time, energy and ability to the business of
                the Company.

3.       COMPENSATION AND BENEFITS

                    A. Employee's gross annual salary shall be $75,000,  payable
                on a semi-monthly basis and subject to an annual review process.
                In addition,  subject to approval of the Board of Directors, the
                Company  agrees to grant  Employee an option to purchase  83,500
                shares  of  Common  Stock   pursuant  to  the   Company's   1997
                Nonqualified  Stock  Option  Plan.  Such  options  shall have an
                exercise (purchase) price per share of one dollar ($1.00); shall
                vest 50% at the end of each  twelve-month  period after the date
                of the grant;  and shall be converted,  in  accordance  with the
                Company's then-current policy, to "eXcelon Options" in the event
                of a spin-off of the eXcelon division from the Company.

         B.     Upon commencement of the employment,  Employee shall be entitled
                to participate in the then current benefit  programs  offered by
                the Company for which he is eligible.  Such participation  shall
                be subject to the terms of the  applicable  plan  documents  and
                Company  policies.  The Company  reserves its right, in its sole
                discretion,  and as  allowed  by  law,  to  modify,  suspend  or
                discontinue  any or  all  such  benefits  at  any  time  without
                recourse by the Employee.

         C.     Except to the extent the terms of any benefit  programs or stock
                option  grants  provide for the  survival of rights or benefits,
                upon  death of  Employee,  all  rights of  Employee  under  this
                Agreement  shall  terminate,  with the exception of rights which
                accrued prior to the date of death..

         D.     Employee shall be reimbursed for approved  business  expenses in
                accordance  with  Company's  then  current  travel  and  expense
                policy.

<PAGE>

4.       NON-COMPETITION, NON-DISCLOSURE

         Employee agrees to be bound by the Non-Competition,  Non-Disclosure and
         Developments  Agreement  incorporated  herein by reference and attached
         hereto as Appendix A.

5.       TERMINATION

         A.     Termination for Cause.  The Company shall have the right, at any
                time,  at its sole  option and upon  giving the  required  legal
                notice,  to  terminate  this  Agreement  for  one or more of the
                following occurrences ("Cause"):

                1.    conviction  of the  Employee or a plea of nolo  contendere
                      for  any  felony  or  any  other  crime   involving  moral
                      turpitude;

                2.    willful misconduct, fraud, embezzlement, or other material
                      dishonesty on the part of Employee;

                3.    a material  failure of the  Employee to perform his duties
                      under  Section  2  hereof  (other  than  as  a  result  of
                      documented  physical or mental  illness)  which  continues
                      after written  demand for  performance is delivered to the
                      Employee which demand  specifically  identifies the manner
                      in which it is alleged that the  Employee  has  materially
                      failed to perform his duties;

                4.    material  breach by the Employee of any  provision of this
                      Agreement  and  attached  Exhibit A which is not  remedied
                      within  thirty (30) days of  receiving  written  notice of
                      such breach.

         B.       Other Termination.  After the Initial Term, the Employee shall
                  be an employee at will and the Company shall have the right at
                  any time,  at its option and upon  giving the  required  legal
                  notice,  to  terminate  this  Agreement  for any  reason or no
                  reason.

6.       EFFECT OF TERMINATION

         A.           If the Company  terminates this Agreement for Cause at any
                      time or  without  Cause  after the  Initial  Term,  or the
                      Employee  terminates  this  Agreement  at any time for any
                      reason, then upon termination, the Employee's then current
                      benefits shall terminate in accordance with Company policy
                      or as  required  by law,  except  that the  Company  shall
                      remain  obligated  in  respect  to and  will  pay all such
                      salary and other  benefits as may be accrued and unpaid on
                      the date of termination.

         B.           If Company  terminates this Agreement without Cause during
                      the  Initial  Term,   then  the  Employee's  then  current
                      benefits  shall  continue  until  the  expiration  of  the
                      Initial  Term in  accordance  with  Company  policy  or as
                      required by law, and the Company shall remain obligated in
                      respect to and will pay all  salary  that  Employee  would
                      otherwise  be  entitled  to  receive  hereunder  until the
                      expiration of the Initial Term.

<PAGE>

7.       CONFLICTING AGREEMENTS

         Employee  hereby  represents  and warrants  that the  execution of this
         Agreement and the performance of Employee's  obligations hereunder will
         not breach or be in conflict with any other agreement to which Employee
         is a party or is bound  and that  Employee  is not now  subject  to any
         covenants against competition,  covenants of confidentiality or similar
         covenants with any person or entity other than the Company.

8.       ENFORCEMENT OF COVENANTS

         Employee  acknowledges  and agrees that, were Employee to breach any of
         the   covenants   contained   in  Appendix   A,  the   Non-Competition,
         Non-Disclosure  and Developments  Agreement,  the damage to the Company
         may be irreparable, and that money damages alone may not be an adequate
         remedy. Accordingly,  Employee agrees that the Company and its assigns,
         in addition to any other remedies  available to them, shall be entitled
         to seek preliminary and permanent  injunctive relief against any breach
         or  threatened  breach by  Employee of any of said  covenants,  without
         posting bond.

9.       MISCELLANEOUS

         A.       Employee  understands  that this  Agreement does not create an
                  obligation  on the  Company  or any other  person or entity to
                  continue to employ Employee beyond the Initial Term.

         B.       Any waiver by the Company of a breach of any provision of this
                  Agreement shall not operate or be construed as a waiver of any
                  subsequent  breach of such  provision  or any other  provision
                  hereof.

         C.       Employee  hereby  agrees that each  provision  herein shall be
                  treated  as  a  separate  and  independent   clause,  and  the
                  unenforceability  of any one clause shall in no way impair the
                  enforceability  of any of the other clauses herein.  Moreover,
                  if one or more of the  provisions  contained in this Agreement
                  shall  for any  reason be held to be  excessively  broad as to
                  scope,  activity or subject so as to be  unenforceable at law,
                  such  provision  or  provisions  shall  be  construed  by  the
                  appropriate judicial body by limiting and reducing it or them,
                  so as to be  enforceable  to the maximum  extent  permitted by
                  applicable law.

         D.       This   Agreement   shall  be  governed  by  and  construed  in
                  accordance with the laws of The Commonwealth of Massachusetts,
                  without regards to its principles of conflicts of law.

         E.       Appendix A hereto is  incorporated  in and made a part of this
                  Agreement.   This  Agreement  contains  the  entire  and  only
                  agreement  between  Employee  and the Company  respecting  the
                  subject  matter   hereof,   and  no   modification,   renewal,
                  extension,  waiver or  termination of this Agreement or any of
                  the provisions herein contained shall be binding upon Employee
                  or the  Company  unless  made  in  writing  and  signed  by an
                  authorized officer of the Company.

         F.       Any  notices to be given  hereunder  shall be in  writing  and
                  shall  be  delivered  by hand,  by  registered,  certified  or
                  overnight mail to the  appropriate  address set forth below or
                  to such other address as specified by notice.

<PAGE>

         G.       The term "Company"  shall include Object Design,  Inc. and any
                  of its subsidiaries,  subdivisions or affiliates.  The Company
                  shall have the right to assign this Agreement to its successor
                  and assigns,  and all covenant and agreements  hereunder shall
                  inure to the benefit of and be enforceable by said  successors
                  or assigns.


BY PLACING MY SIGNATURE  HEREUNDER,  I  ACKNOWLEDGE  THAT I HAVE READ ALL OF THE
PROVISIONS OF THIS AGREEMENT AND THAT I AGREE TO ALL OF ITS TERMS.


SIGNATURE OF EMPLOYEE:_____________________________________________

ADDRESS:___________________________________________________________

DATE:______________________________________________________________

ACCEPTED BY OBJECT DESIGN, INC.

ADDRESS:___________________________________________________________

BY:__________________________________

NAME:________________________________

TITLE:_______________________________

DATE:________________________________





<PAGE>

                                   APPENDIX A

                         NON-COMPETITION, NON-DISCLOSURE
                           AND DEVELOPMENTS AGREEMENT

In  consideration  of  my  employment,   consulting  or  advisory   relationship
("Employment"),  as the  case may be,  with  Object  Design,  Inc.,  a  Delaware
corporation  with its principal place of business in Burlington,  Massachusetts,
and in recognition  of the fact that as a result of such  relationship I will or
may have  access to  confidential  information,  I agree  with the  Company  (as
defined below) as follows:

1.   AGREEMENT NOT TO COMPETE WITH THE COMPANY

(a) As long as I am  employed or retained by the Company and for a period of one
year  after the  termination  of my  Employment  with the  Company by me for any
reason,   including  expiration  of  the  previously  agreed  upon  term  of  my
Employment,  or by the Company for or without Cause, as defined in my Employment
Agreement  of even  date,  I shall  not,  on my  behalf,  or as owner,  manager,
stockholder,  consultant,  director, officer or employee of any business entity,
participate  in the  development  or  provision  of goods or services  which are
competitive with goods or services sold or licensed,  or under  development,  by
the Company without the prior written  authorization  of the Company;  provided,
however, that I may, without the Company's prior written authorization,  own (i)
up to one percent (1%) of the issued and outstanding  securities of any publicly
held  corporation or (ii) any securities in any non-public  corporation  which I
owned  prior to the date of my  Employment.  In the event that the Company and I
disagree  about  whether any  business  entity  develops  or  provides  goods or
services which are competitive with goods or services sold or licensed, or under
development,  by the Company at the date of termination,  the disagreement shall
be resolved  either (i) by decision of the Company's Board of Directors at their
next  regularly  scheduled  board meeting acting in good faith after giving me a
suitable  opportunity  to present my view in person and/or in writing or (ii) if
either I or the  Company  gives  notice  to the  Board of our  objection  to the
decision of the Board  within 30 days after such  decision,  by  arbitration  as
provided  herein.  The  Company  and I agree  that goods or  services  which are
competitive with goods or services sold or licensed,  or under  development,  by
the Company  shall not include  goods and services  used by any person or entity
(i) for such person or entity's  non-public,  in-house use, or (ii) for use as a
component in a good or service which is not  competitive  with goods or services
sold or licensed, or under development, by the Company.

If after  the  commencement  of my  Employment  with  the  Company  the  Company
determines  to change its line of  business  so as to provide  goods or services
other than those sold or licensed,  or under development,  by the Company at the
commencement  of my  Employment,  then the Company  shall give me notice of such
determination.

(b) For a period of one year after the  termination  of my  Employment  with the
Company by me for any reason, including expiration of the previously agreed upon
term of my  Employment,  or by the Company for or without Cause, I shall not, on
my own behalf, or as owner, manager, stockholder,  consultant, director, officer
or employee of any  business  entity,  take away any of the  customers  that the
Company had enjoyed during my Employment with the Company.

(c) For a period of one year after the  termination  of my  Employment  with the
Company by me for any reason, including expiration of the previously agreed upon
term of my  Employment,  or by the  Company  for or without  Cause,  I shall not
solicit,  induce,  attempt to hire,  or hire any employee of the Company (or any
other  person who may have been  employed by the  Company  during the six months
prior to the  termination  of my  Employment),  or assist in such  hiring by any
other person or business  entity or encourage any such employee to terminate his
or her employment with the Company.


<PAGE>

(d) I recognize that the Company is developing highly  specialized  products and
services in competition with the other business  entities  throughout the United
States and the world,  which  products  and  services are designed to compete in
regional, nation-wide and world-wide markets. In light of the competitive nature
of the Company's products and services, I agree that the restrictions  contained
in this Section 1 cannot be limited to any geographic area.

2.   CONFIDENTIALITY AGREEMENT

(a) I will not at any  time,  whether  during  or after  the  termination  of my
Employment,  reveal to any person or entity any of the Confidential  Information
of the Company or of any third party which the Company is under an obligation to
keep confidential.  The term "Confidential  Information" as used throughout this
Agreement shall mean all trade secrets,  proprietary  information and other data
or information (and any tangible  evidence,  record or representation  thereof),
whether  prepared,  conceived  or  developed  by  an  employee  of  the  Company
(including  myself) or received by the Company from an outside source,  which is
in the  possession of the Company  (whether or not the property of the Company),
which in any way relates to the present or future business of the Company or any
customer or supplier of the Company,  and which is  maintained  in confidence by
the Company.  Without  limiting the generality of the  foregoing,  "Confidential
Information" shall mean all trade secrets, know-how, proprietary information and
other  information  or data  relating to the  present or future  business of the
Company, including but not limited to:

         (i) any idea, improvement, invention, innovation, development technical
data, design, formula,  device, pattern,  concept,  computer program,  software,
firmware,  source  code,  object code,  algorithm,  subroutine,  object  module,
schematic, model, diagram, flow chart, chip masking specification,  user manual,
training or service  manual,  product  specification,  plan for a new or revised
product,  compilation  of  information,  or  work  in  process,  and any and all
revisions  and  improvements  relating  to any of the  foregoing  (in each  case
whether or not reduced to tangible form); and

         (ii)  the  name of any  customer,  employee,  prospective  customer  or
consultant,  any sales plan, marketing material,  plan or survey, business plan,
product or  development  plan or  specification,  business  proposal,  financial
record,  or  business  record or other  record or  information  relating  to the
business of the Company.

Notwithstanding the foregoing, the term Confidential Information shall not apply
to  information  (i) which the Company has  voluntarily  disclosed to the public
without  restriction,  (ii)  which has  otherwise  lawfully  entered  the public
domain,  (iii)  which the  Company  has  permitted  me to  disclose by its prior
written  consent;  or (iv) which I may  disclose  at a forum,  workshop or round
table conference with the prior knowledge of the Company.

(b) I  further  represent  that  my  performance  of all of the  terms  of  this
Agreement and as an employee,  consultant or advisor of the Company does not and
will not breach any  agreement to keep in  confidence  Confidential  Information
acquired by me prior to my Employment  by the Company.  I have not entered into,
and I agree I will not enter  into,  any  agreement  either  written  or oral in
conflict  herewith.



<PAGE>

(c) Further,  I agree that during my Employment I shall not make,  use or permit
to be used any notes, memoranda,  reports, lists, records,  drawings,  sketches,
specifications, software programs, data, documentation or other materials of any
nature relating to any matter within the scope of the business of the Company or
concerning any of its dealings or affairs  otherwise than for the benefit of the
Company.  I  further  agree  that I  shall  not,  after  the  termination  of my
Employment, use or permit to be used any such notes, memoranda,  reports, lists,
records,   drawings,   sketches,   specifications,   software  programs,   data,
documentation  or other  materials,  it being  agreed that all of the  foregoing
shall be and remain the sole and  exclusive  property  of the  Company  and that
within ten (10) days after the  termination  of my Employment I shall either (i)
deliver all of the foregoing,  and all copies  thereof,  to the Company,  at its
main office or (ii) destroy all of the foregoing,  and all copies  thereof,  and
deliver a sworn notice to the Company certifying to such destruction.

(d) The Company shall make adequate  provision for the safekeeping of any notes,
memoranda, reports, lists, records, drawings, sketches, specifications, software
programs,  data,  documentation or other materials of any nature relating to any
matter within the scope of the business of the Company or concerning  any of its
dealings or affairs,  as requested by me upon notice to the Company given within
10 days after the termination of my Employment, and the Company shall provide me
with a notice setting forth that it has complied with such request.

3.   DEVELOPMENTS AGREEMENT

(a) If at any time or times during my Employment,  I shall (either alone or with
others)  make,   conceive,   discover  or  reduce  to  practice  any  invention,
modification,  discovery,  design, development,  improvement,  process, software
program, work of authorship,  documentation, formula, data, technique, know-how,
secret or any interest therein  (whether or not patentable or registrable  under
copyright or similar statutes or subject to analogous protection) (herein called
"Developments")  that  relate to the  business  of the Company or that relate to
software  provided by suppliers to the Company and incorporated in the Company's
products,  or any of the goods and services sold,  licensed or under development
by the Company or result from the use of premises or personal  property tangible
or intangible  owned,  leased or contracted for by the Company such Developments
and the benefits thereof shall immediately become the sole and absolute property
of the Company and its assigns, and I shall promptly disclose to the Company (or
any persons designated by it) each such Development and hereby assign any rights
I may have or acquire in the  Developments  and benefits and/or rights resulting
therefrom to the Company and its assigns without further  compensation and shall
communicate,  without  cost or delay,  and  without  publishing  the  same,  all
available  information relating thereto (with all necessary plans and models) to
the Company.

(b) Upon  disclosure  of each  Development  to the  Company,  I will,  during my
Employment and at any time  thereafter,  at the request and cost of the Company,
sign,  execute,  make and do all such deeds,  documents,  acts and things as the
Company and its duly authorized agents may reasonably require:

         (i)    to apply for,  obtain and vest in the name of the Company  alone
                (unless  the  Company   otherwise   directs)   letters   patent,
                copyrights  or  other   analogous   protection  in  any  country
                throughout the world and when so obtained or vested to renew and
                restore the same; and

         (ii)   to  defend  any  opposition   proceedings  in  respect  of  such
                applications  and any  opposition  proceedings  or  petitions or
                applications for revocation of such letters patent, copyright or
                other analogous protection.


<PAGE>

In the event the  Company  is  unable,  after  reasonable  effort,  to secure my
signature  on any  letters  patent,  copyright  or  other  analogous  protection
relating to a Development,  whether because of my physical or mental  incapacity
or for any other reason whatsoever,  I hereby irrevocably  designate and appoint
the  Company  and its duly  authorized  officers  and  agents  as my  agent  and
attorney-in-fact,  to act for and in my behalf and stead to execute and file any
such application or applications and to do all other lawfully  permitted acts to
further the  prosecution  and  issuance of letters  patent,  copyright  or other
analogous protection thereon with the same legal force and effect as if executed
by me.

(c) I  understand  that the  Developments  including,  but not limited to, those
identified in the pages, if any, attached hereto, which I can demonstrate to the
satisfaction of the Company that I have made or conceived prior to my Employment
by the Company are excluded from this  Agreement.  I understand  that it is only
necessary  to list the title and  purpose of such  Developments  but not details
thereof.

4.   MISCELLANEOUS

(a) I  understand  that this  Agreement  does not  create an  obligation  on the
Company or any other person or entity to continue my Employment.

(b) Any waiver by the  Company of a breach of any  provision  of this  Agreement
shall not operate or be construed as a waiver of any  subsequent  breach of such
provision or any other provision hereof.

(c) I hereby agree that each provision herein shall be treated as a separate and
independent  clause, and the  unenforceability of any one clause shall in no way
impair the enforceability of any of the other clauses herein.  Moreover,  if one
or more of the provisions  contained in this  Agreement  shall for any reason be
held to be  excessively  broad as to  scope,  activity  or  subject  so as to be
unenforceable  at law, such  provision or  provisions  shall be construed by the
appropriate  judicial  body by limiting  and  reducing  it or them,  so as to be
enforceable to the maximum extent compatible with the applicable law as it shall
then appear.

(d) I recognize  that money damages alone would not  adequately  compensate  the
Company in the event of breach by me of this  Agreement,  and I therefore  agree
that,  in addition to all other  remedies  available to the Company at law or in
equity,  the Company shall be entitled to injunctive  relief for the enforcement
hereof.  Failure by the Company to insist upon strict compliance with any of the
terms,  covenants  or  conditions  hereof  shall  not be deemed a waiver of such
terms, covenants or conditions.

(e) My  obligations  under this  Agreement  shall survive the  termination of my
employment.

(f)  The  term  "Company"  shall  include  Object  Design,  Inc.  and any of its
subsidiaries,  subdivisions  or affiliates.  The Company shall have the right to
assign this  Agreement  to its  successor  and  assigns,  and all  covenant  and
agreements  hereunder  shall inure to the benefit of and be  enforceable by said
successors or assigns.

(g) This  Agreement  shall be governed by and construed in  accordance  with the
laws of the  Commonwealth  of  Massachusetts.

(h) This  Agreement  contains the entire and only  agreement  between me and the
Company  respecting  the subject matter hereof,  and no  modification,  renewal,
extension,  waiver or  termination  of this  Agreement or any of the  provisions
herein  contained shall be binding upon me


<PAGE>

or the Company unless made in writing and signed by an authorized officer of the
Company. In the event of any inconsistency  between this Agreement and any other
contract  between me and the Company,  the  provisions of this  Agreement  shall
prevail.

(i) Any notices to be given hereunder shall be in writing and shall be delivered
by hand, by registered,  certified or overnight mail to the appropriate  address
set forth below or to such other address as specified by notice.

(j) Any  controversy or claim arising out of or relating to this  Agreement,  or
the breach thereof, shall be settled by arbitration in Boston,  Massachusetts in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association,  and judgment upon the award rendered by the  arbitrator(s)  may be
entered in any court having jurisdiction  thereof and shall be final and binding
upon the parties hereto.  Notwithstanding  anything to the contrary contained in
this Section 4(j), the Company shall have the right to seek  injunctive  relief,
specific  performance  or  other  equitable  relief  against  me in a  court  of
competent jurisdiction.

BY PLACING MY SIGNATURE  HEREUNDER,  I  ACKNOWLEDGE  THAT I HAVE READ ALL OF THE
PROVISIONS OF THIS AGREEMENT AND THAT I AGREE TO ALL OF ITS TERMS.


                                          ____________________________
                                          Signature

                                          Address:

                                          ____________________________

                                          ____________________________

                                          Date: ______________________

                                          Accepted:

                                          OBJECT DESIGN, INC.
                                          25 Mall Road
                                          Burlington, MA  01803


                                          By: _________________________

                                          Title:  _____________________



<PAGE>
                                    EXHIBIT E
                             CONTRACT OF EMPLOYMENT
                                 by and between
                               OBJECT DESIGN, INC.
                                       and
                                   OMRI TRAUB

This  Agreement  is  between  Object  Design,  Inc.  ("Company")  and Omri Traub
("Employee").

1.       EMPLOYMENT

         The  Company  agrees to  employ  Employee  and  Employee  accepts  such
         employment,  upon the terms and conditions hereinafter set forth, for a
         period of  twenty-four  (24) months  beginning  on October 5, 1999 (the
         "Initial Term"), and thereafter as an employee at will.

2.       DUTIES

         A.     Employee  shall  be  employed  as  a  member  of  the  Company's
                Technical  Staff  and shall be  responsible  for  modifying  and
                developing  software  and  shall  have  such  other  duties  and
                responsibilities  as the Board of  Directors  of the  Company or
                their designee(s) shall determine from time to time.

         B.     Employee agrees during the term of this Agreement to devote on a
                full-time basis, his time, energy and ability to the business of
                the Company.

3.       COMPENSATION AND BENEFITS

                    A. Employee's gross annual salary shall be $75,000,  payable
                on a semi-monthly basis and subject to an annual review process.
                In addition,  subject to approval of the Board of Directors, the
                Company  agrees to grant  Employee an option to purchase  83,500
                shares  of  Common  Stock   pursuant  to  the   Company's   1997
                Nonqualified  Stock  Option  Plan.  Such  options  shall have an
                exercise (purchase) price per share of one dollar ($1.00); shall
                vest 50% at the end of each  twelve-month  period after the date
                of the grant;  and shall be converted,  in  accordance  with the
                Company's then-current policy, to "eXcelon Options" in the event
                of a spin-off of the eXcelon division from the Company.

         B.     Upon commencement of the employment,  Employee shall be entitled
                to participate in the then current benefit  programs  offered by
                the Company for which he is eligible.  Such participation  shall
                be subject to the terms of the  applicable  plan  documents  and
                Company  policies.  The Company  reserves its right, in its sole
                discretion,  and as  allowed  by  law,  to  modify,  suspend  or
                discontinue  any or  all  such  benefits  at  any  time  without
                recourse by the Employee.

         C.     Except to the extent the terms of any benefit  programs or stock
                option  grants  provide for the  survival of rights or benefits,
                upon  death of  Employee,  all  rights of  Employee  under  this
                Agreement  shall  terminate,  with the exception of rights which
                accrued prior to the date of death..

         D.     Employee shall be reimbursed for approved  business  expenses in
                accordance  with  Company's  then  current  travel  and  expense
                policy.


<PAGE>

4.       NON-COMPETITION, NON-DISCLOSURE

         Employee agrees to be bound by the Non-Competition,  Non-Disclosure and
         Developments  Agreement  incorporated  herein by reference and attached
         hereto as Appendix A.

5.       TERMINATION

         A.     Termination for Cause.  The Company shall have the right, at any
                time,  at its sole  option and upon  giving the  required  legal
                notice,  to  terminate  this  Agreement  for  one or more of the
                following occurrences ("Cause"):

                1.    conviction  of the  Employee or a plea of nolo  contendere
                      for  any  felony  or  any  other  crime   involving  moral
                      turpitude;

                2.    willful misconduct, fraud, embezzlement, or other material
                      dishonesty on the part of Employee;

                3.    a material  failure of the  Employee to perform his duties
                      under  Section  2  hereof  (other  than  as  a  result  of
                      documented  physical or mental  illness)  which  continues
                      after written  demand for  performance is delivered to the
                      Employee which demand  specifically  identifies the manner
                      in which it is alleged that the  Employee  has  materially
                      failed to perform his duties;

                4.    material  breach by the Employee of any  provision of this
                      Agreement  and  attached  Exhibit A which is not  remedied
                      within  thirty (30) days of  receiving  written  notice of
                      such breach.

         B.       Other Termination.  After the Initial Term, the Employee shall
                  be an employee at will and the Company shall have the right at
                  any time,  at its option and upon  giving the  required  legal
                  notice,  to  terminate  this  Agreement  for any  reason or no
                  reason.

6.       EFFECT OF TERMINATION

         A.           If the Company  terminates this Agreement for Cause at any
                      time or  without  Cause  after the  Initial  Term,  or the
                      Employee  terminates  this  Agreement  at any time for any
                      reason, then upon termination, the Employee's then current
                      benefits shall terminate in accordance with Company policy
                      or as  required  by law,  except  that the  Company  shall
                      remain  obligated  in  respect  to and  will  pay all such
                      salary and other  benefits as may be accrued and unpaid on
                      the date of termination.

         B.           If Company  terminates this Agreement without Cause during
                      the  Initial  Term,   then  the  Employee's  then  current
                      benefits  shall  continue  until  the  expiration  of  the
                      Initial  Term in  accordance  with  Company  policy  or as
                      required by law, and the Company shall remain obligated in
                      respect to and will pay all  salary  that  Employee  would
                      otherwise  be  entitled  to  receive  hereunder  until the
                      expiration of the Initial Term.


<PAGE>

7.       CONFLICTING AGREEMENTS

         Employee  hereby  represents  and warrants  that the  execution of this
         Agreement and the performance of Employee's  obligations hereunder will
         not breach or be in conflict with any other agreement to which Employee
         is a party or is bound  and that  Employee  is not now  subject  to any
         covenants against competition,  covenants of confidentiality or similar
         covenants with any person or entity other than the Company.

8.       ENFORCEMENT OF COVENANTS

         Employee  acknowledges  and agrees that, were Employee to breach any of
         the   covenants   contained   in  Appendix   A,  the   Non-Competition,
         Non-Disclosure  and Developments  Agreement,  the damage to the Company
         may be irreparable, and that money damages alone may not be an adequate
         remedy. Accordingly,  Employee agrees that the Company and its assigns,
         in addition to any other remedies  available to them, shall be entitled
         to seek preliminary and permanent  injunctive relief against any breach
         or  threatened  breach by  Employee of any of said  covenants,  without
         posting bond.

9.       MISCELLANEOUS

         A.       Employee  understands  that this  Agreement does not create an
                  obligation  on the  Company  or any other  person or entity to
                  continue to employ Employee beyond the Initial Term.

         B.       Any waiver by the Company of a breach of any provision of this
                  Agreement shall not operate or be construed as a waiver of any
                  subsequent  breach of such  provision  or any other  provision
                  hereof.

         C.       Employee  hereby  agrees that each  provision  herein shall be
                  treated  as  a  separate  and  independent   clause,  and  the
                  unenforceability  of any one clause shall in no way impair the
                  enforceability  of any of the other clauses herein.  Moreover,
                  if one or more of the  provisions  contained in this Agreement
                  shall  for any  reason be held to be  excessively  broad as to
                  scope,  activity or subject so as to be  unenforceable at law,
                  such  provision  or  provisions  shall  be  construed  by  the
                  appropriate judicial body by limiting and reducing it or them,
                  so as to be  enforceable  to the maximum  extent  permitted by
                  applicable law.

         D.       This   Agreement   shall  be  governed  by  and  construed  in
                  accordance with the laws of The Commonwealth of Massachusetts,
                  without regards to its principles of conflicts of law.

         E.       Appendix A hereto is  incorporated  in and made a part of this
                  Agreement.   This  Agreement  contains  the  entire  and  only
                  agreement  between  Employee  and the Company  respecting  the
                  subject  matter   hereof,   and  no   modification,   renewal,
                  extension,  waiver or  termination of this Agreement or any of
                  the provisions herein contained shall be binding upon Employee
                  or the  Company  unless  made  in  writing  and  signed  by an
                  authorized officer of the Company.

         F.       Any  notices to be given  hereunder  shall be in  writing  and
                  shall  be  delivered  by hand,  by  registered,  certified  or
                  overnight mail to the  appropriate  address set forth below or
                  to such other address as specified by notice.


<PAGE>

         G.       The term "Company"  shall include Object Design,  Inc. and any
                  of its subsidiaries,  subdivisions or affiliates.  The Company
                  shall have the right to assign this Agreement to its successor
                  and assigns,  and all covenant and agreements  hereunder shall
                  inure to the benefit of and be enforceable by said  successors
                  or assigns.


BY PLACING MY SIGNATURE  HEREUNDER,  I  ACKNOWLEDGE  THAT I HAVE READ ALL OF THE
PROVISIONS OF THIS AGREEMENT AND THAT I AGREE TO ALL OF ITS TERMS.


SIGNATURE OF EMPLOYEE:_____________________________________________

ADDRESS:___________________________________________________________

DATE:______________________________________________________________

ACCEPTED BY OBJECT DESIGN, INC.

ADDRESS:___________________________________________________________

BY:__________________________________

NAME:________________________________

TITLE:_______________________________

DATE:________________________________





<PAGE>

                                   APPENDIX A

                         NON-COMPETITION, NON-DISCLOSURE
                           AND DEVELOPMENTS AGREEMENT

In  consideration  of  my  employment,   consulting  or  advisory   relationship
("Employment"),  as the  case may be,  with  Object  Design,  Inc.,  a  Delaware
corporation  with its principal place of business in Burlington,  Massachusetts,
and in recognition  of the fact that as a result of such  relationship I will or
may have  access to  confidential  information,  I agree  with the  Company  (as
defined below) as follows:

1.   AGREEMENT NOT TO COMPETE WITH THE COMPANY

(a) As long as I am  employed or retained by the Company and for a period of one
year  after the  termination  of my  Employment  with the  Company by me for any
reason,   including  expiration  of  the  previously  agreed  upon  term  of  my
Employment,  or by the Company for or without Cause, as defined in my Employment
Agreement  of even  date,  I shall  not,  on my  behalf,  or as owner,  manager,
stockholder,  consultant,  director, officer or employee of any business entity,
participate  in the  development  or  provision  of goods or services  which are
competitive with goods or services sold or licensed,  or under  development,  by
the Company without the prior written  authorization  of the Company;  provided,
however, that I may, without the Company's prior written authorization,  own (i)
up to one percent (1%) of the issued and outstanding  securities of any publicly
held  corporation or (ii) any securities in any non-public  corporation  which I
owned  prior to the date of my  Employment.  In the event that the Company and I
disagree  about  whether any  business  entity  develops  or  provides  goods or
services which are competitive with goods or services sold or licensed, or under
development,  by the Company at the date of termination,  the disagreement shall
be resolved  either (i) by decision of the Company's Board of Directors at their
next  regularly  scheduled  board meeting acting in good faith after giving me a
suitable  opportunity  to present my view in person and/or in writing or (ii) if
either I or the  Company  gives  notice  to the  Board of our  objection  to the
decision of the Board  within 30 days after such  decision,  by  arbitration  as
provided  herein.  The  Company  and I agree  that goods or  services  which are
competitive with goods or services sold or licensed,  or under  development,  by
the Company  shall not include  goods and services  used by any person or entity
(i) for such person or entity's  non-public,  in-house use, or (ii) for use as a
component in a good or service which is not  competitive  with goods or services
sold or licensed, or under development, by the Company.

If after  the  commencement  of my  Employment  with  the  Company  the  Company
determines  to change its line of  business  so as to provide  goods or services
other than those sold or licensed,  or under development,  by the Company at the
commencement  of my  Employment,  then the Company  shall give me notice of such
determination.

(b) For a period of one year after the  termination  of my  Employment  with the
Company by me for any reason, including expiration of the previously agreed upon
term of my  Employment,  or by the Company for or without Cause, I shall not, on
my own behalf, or as owner, manager, stockholder,  consultant, director, officer
or employee of any  business  entity,  take away any of the  customers  that the
Company had enjoyed during my Employment with the Company.

(c) For a period of one year after the  termination  of my  Employment  with the
Company by me for any reason, including expiration of the previously agreed upon
term of my  Employment,  or by the  Company  for or without  Cause,  I shall not
solicit,  induce,  attempt to hire,  or hire any employee of the Company (or any
other  person who may have been  employed by the  Company  during the six months
prior to the  termination  of my  Employment),  or assist in such  hiring by any


<PAGE>

other person or business  entity or encourage any such employee to terminate his
or her employment with the Company.

(d) I recognize that the Company is developing highly  specialized  products and
services in competition with the other business  entities  throughout the United
States and the world,  which  products  and  services are designed to compete in
regional, nation-wide and world-wide markets. In light of the competitive nature
of the Company's products and services, I agree that the restrictions  contained
in this Section 1 cannot be limited to any geographic area.

2.   CONFIDENTIALITY AGREEMENT

(a) I will not at any  time,  whether  during  or after  the  termination  of my
Employment,  reveal to any person or entity any of the Confidential  Information
of the Company or of any third party which the Company is under an obligation to
keep confidential.  The term "Confidential  Information" as used throughout this
Agreement shall mean all trade secrets,  proprietary  information and other data
or information (and any tangible  evidence,  record or representation  thereof),
whether  prepared,  conceived  or  developed  by  an  employee  of  the  Company
(including  myself) or received by the Company from an outside source,  which is
in the  possession of the Company  (whether or not the property of the Company),
which in any way relates to the present or future business of the Company or any
customer or supplier of the Company,  and which is  maintained  in confidence by
the Company.  Without  limiting the generality of the  foregoing,  "Confidential
Information" shall mean all trade secrets, know-how, proprietary information and
other  information  or data  relating to the  present or future  business of the
Company, including but not limited to:

         (i) any idea, improvement, invention, innovation, development technical
data, design, formula,  device, pattern,  concept,  computer program,  software,
firmware,  source  code,  object code,  algorithm,  subroutine,  object  module,
schematic, model, diagram, flow chart, chip masking specification,  user manual,
training or service  manual,  product  specification,  plan for a new or revised
product,  compilation  of  information,  or  work  in  process,  and any and all
revisions  and  improvements  relating  to any of the  foregoing  (in each  case
whether or not reduced to tangible form); and

         (ii)  the  name of any  customer,  employee,  prospective  customer  or
consultant,  any sales plan, marketing material,  plan or survey, business plan,
product or  development  plan or  specification,  business  proposal,  financial
record,  or  business  record or other  record or  information  relating  to the
business of the Company.

Notwithstanding the foregoing, the term Confidential Information shall not apply
to  information  (i) which the Company has  voluntarily  disclosed to the public
without  restriction,  (ii)  which has  otherwise  lawfully  entered  the public
domain,  (iii)  which the  Company  has  permitted  me to  disclose by its prior
written  consent;  or (iv) which I may  disclose  at a forum,  workshop or round
table conference with the prior knowledge of the Company.

(b) I  further  represent  that  my  performance  of all of the  terms  of  this
Agreement and as an employee,  consultant or advisor of the Company does not and
will not breach any  agreement to keep in  confidence  Confidential  Information
acquired by me prior to my Employment  by the Company.  I have not entered into,
and I agree I will not enter  into,  any  agreement  either  written  or oral in
conflict  herewith.

(c) Further,  I agree that during my Employment I shall not make,  use or permit
to be used any notes, memoranda,  reports, lists, records,  drawings,  sketches,
specifications, software


<PAGE>

programs,  data,  documentation or other materials of any nature relating to any
matter within the scope of the business of the Company or concerning  any of its
dealings or affairs  otherwise  than for the benefit of the  Company.  I further
agree that I shall not, after the termination of my Employment, use or permit to
be used any such notes, memoranda,  reports, lists, records, drawings, sketches,
specifications,  software programs,  data,  documentation or other materials, it
being  agreed  that  all of the  foregoing  shall  be and  remain  the  sole and
exclusive  property  of the  Company  and that  within  ten (10) days  after the
termination  of my  Employment I shall either (i) deliver all of the  foregoing,
and all copies thereof,  to the Company,  at its main office or (ii) destroy all
of the  foregoing,  and all copies  thereof,  and deliver a sworn  notice to the
Company certifying to such destruction.

(d) The Company shall make adequate  provision for the safekeeping of any notes,
memoranda, reports, lists, records, drawings, sketches, specifications, software
programs,  data,  documentation or other materials of any nature relating to any
matter within the scope of the business of the Company or concerning  any of its
dealings or affairs,  as requested by me upon notice to the Company given within
10 days after the termination of my Employment, and the Company shall provide me
with a notice setting forth that it has complied with such request.

3.   DEVELOPMENTS AGREEMENT

(a) If at any time or times during my Employment,  I shall (either alone or with
others)  make,   conceive,   discover  or  reduce  to  practice  any  invention,
modification,  discovery,  design, development,  improvement,  process, software
program, work of authorship,  documentation, formula, data, technique, know-how,
secret or any interest therein  (whether or not patentable or registrable  under
copyright or similar statutes or subject to analogous protection) (herein called
"Developments")  that  relate to the  business  of the Company or that relate to
software  provided by suppliers to the Company and incorporated in the Company's
products,  or any of the goods and services sold,  licensed or under development
by the Company or result from the use of premises or personal  property tangible
or intangible  owned,  leased or contracted for by the Company such Developments
and the benefits thereof shall immediately become the sole and absolute property
of the Company and its assigns, and I shall promptly disclose to the Company (or
any persons designated by it) each such Development and hereby assign any rights
I may have or acquire in the  Developments  and benefits and/or rights resulting
therefrom to the Company and its assigns without further  compensation and shall
communicate,  without  cost or delay,  and  without  publishing  the  same,  all
available  information relating thereto (with all necessary plans and models) to
the Company.

(b) Upon  disclosure  of each  Development  to the  Company,  I will,  during my
Employment and at any time  thereafter,  at the request and cost of the Company,
sign,  execute,  make and do all such deeds,  documents,  acts and things as the
Company and its duly authorized agents may reasonably require:

         (i)    to apply for,  obtain and vest in the name of the Company  alone
                (unless  the  Company   otherwise   directs)   letters   patent,
                copyrights  or  other   analogous   protection  in  any  country
                throughout the world and when so obtained or vested to renew and
                restore the same; and

         (ii)   to  defend  any  opposition   proceedings  in  respect  of  such
                applications  and any  opposition  proceedings  or  petitions or
                applications for revocation of such letters patent, copyright or
                other analogous protection.


<PAGE>

In the event the  Company  is  unable,  after  reasonable  effort,  to secure my
signature  on any  letters  patent,  copyright  or  other  analogous  protection
relating to a Development,  whether because of my physical or mental  incapacity
or for any other reason whatsoever,  I hereby irrevocably  designate and appoint
the  Company  and its duly  authorized  officers  and  agents  as my  agent  and
attorney-in-fact,  to act for and in my behalf and stead to execute and file any
such application or applications and to do all other lawfully  permitted acts to
further the  prosecution  and  issuance of letters  patent,  copyright  or other
analogous protection thereon with the same legal force and effect as if executed
by me.

(c) I  understand  that the  Developments  including,  but not limited to, those
identified in the pages, if any, attached hereto, which I can demonstrate to the
satisfaction of the Company that I have made or conceived prior to my Employment
by the Company are excluded from this  Agreement.  I understand  that it is only
necessary  to list the title and  purpose of such  Developments  but not details
thereof.

4.   MISCELLANEOUS

(a) I  understand  that this  Agreement  does not  create an  obligation  on the
Company or any other person or entity to continue my Employment.

(b) Any waiver by the  Company of a breach of any  provision  of this  Agreement
shall not operate or be construed as a waiver of any  subsequent  breach of such
provision or any other provision hereof.

(c) I hereby agree that each provision herein shall be treated as a separate and
independent  clause, and the  unenforceability of any one clause shall in no way
impair the enforceability of any of the other clauses herein.  Moreover,  if one
or more of the provisions  contained in this  Agreement  shall for any reason be
held to be  excessively  broad as to  scope,  activity  or  subject  so as to be
unenforceable  at law, such  provision or  provisions  shall be construed by the
appropriate  judicial  body by limiting  and  reducing  it or them,  so as to be
enforceable to the maximum extent compatible with the applicable law as it shall
then appear.

(d) I recognize  that money damages alone would not  adequately  compensate  the
Company in the event of breach by me of this  Agreement,  and I therefore  agree
that,  in addition to all other  remedies  available to the Company at law or in
equity,  the Company shall be entitled to injunctive  relief for the enforcement
hereof.  Failure by the Company to insist upon strict compliance with any of the
terms,  covenants  or  conditions  hereof  shall  not be deemed a waiver of such
terms, covenants or conditions.

(e) My  obligations  under this  Agreement  shall survive the  termination of my
employment.

(f)  The  term  "Company"  shall  include  Object  Design,  Inc.  and any of its
subsidiaries,  subdivisions  or affiliates.  The Company shall have the right to
assign this  Agreement  to its  successor  and  assigns,  and all  covenant  and
agreements  hereunder  shall inure to the benefit of and be  enforceable by said
successors or assigns.

(g) This  Agreement  shall be governed by and construed in  accordance  with the
laws of the  Commonwealth  of  Massachusetts.

(h) This  Agreement  contains the entire and only  agreement  between me and the
Company  respecting  the subject matter hereof,  and no  modification,  renewal,
extension,  waiver or  termination  of this  Agreement or any of the  provisions
herein  contained shall be binding upon me


<PAGE>

or the Company unless made in writing and signed by an authorized officer of the
Company. In the event of any inconsistency  between this Agreement and any other
contract  between me and the Company,  the  provisions of this  Agreement  shall
prevail.

(i) Any notices to be given hereunder shall be in writing and shall be delivered
by hand, by registered,  certified or overnight mail to the appropriate  address
set forth below or to such other address as specified by notice.

(j) Any  controversy or claim arising out of or relating to this  Agreement,  or
the breach thereof, shall be settled by arbitration in Boston,  Massachusetts in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association,  and judgment upon the award rendered by the  arbitrator(s)  may be
entered in any court having jurisdiction  thereof and shall be final and binding
upon the parties hereto.  Notwithstanding  anything to the contrary contained in
this Section 4(j), the Company shall have the right to seek  injunctive  relief,
specific  performance  or  other  equitable  relief  against  me in a  court  of
competent jurisdiction.

BY PLACING MY SIGNATURE  HEREUNDER,  I  ACKNOWLEDGE  THAT I HAVE READ ALL OF THE
PROVISIONS OF THIS AGREEMENT AND THAT I AGREE TO ALL OF ITS TERMS.


                                                    ____________________________
                                                    Signature

                                                    Address:

                                                    ____________________________

                                                    ____________________________

                                                    Date: ______________________

                                                    Accepted:

                                                    OBJECT DESIGN, INC.
                                                    25 Mall Road
                                                    Burlington, MA  01803


                                                    By: ________________________

                                                    Title:  ____________________


<PAGE>
                                    EXHIBIT F

                                   AGREEMENTS


NONE.









<PAGE>
                                    EXHIBIT G

                              INTELLECTUAL PROPERTY



The copyright to the Software, which copyright is not registered.

The trademark "Transformis(TM)", which trademark is not registered.

The  trademark  "Stylus  XSL  Development  Tool(TM)",  which  trademark  is  not
registered.