Exhibit 10.45

                         EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") dated as of September 1, 1999 by and
between Object Design,  Inc., a Delaware  corporation with its principal offices
located at 25 Mall Road, Burlington,  MA 01803 ("ODI") and Ross Hinchcliffe,  an
individual 12109 Foothill Lane, Los Altos Hills, CA 94022 (the "Executive").

WHEREAS, ODI has offered employment to the Executive, and Executive has accepted
employment by ODI, as Vice President, Worldwide Sales;

NOW, therefore, ODI and the Executive agree as follows:

1.  TERMINATION OF EMPLOYMENT AND SEVERANCE

         (a)  TERMINATION  FOR CAUSE.  If the Executive is terminated by ODI for
         Cause, there shall be no Separation Benefits (as hereinafter  defined).
         For the purposes of this Agreement, "Cause" shall mean:

                  (i) The Executive's material breach in respect to his assigned
                  duties, and compliance with any and all policies,  directives,
                  standards and regulations  adopted by ODI,  including  without
                  limitation  compliance  with the terms and  conditions  of the
                  attached NON-COMPETITION, NON-SOLICITATION, NON-DISCLOSURE AND
                  DEVELOPMENTS  AGREEMENT and ODI's Insider Trading Policy, such
                  breach  continuing  unremedied  for  thirty  (30)  days  after
                  written  notice  thereof from ODI to the Executive  specifying
                  the acts  constituting  the breach and requesting that they be
                  remedied; or

                  (ii) Any  dishonesty  or other  malicious act by the Executive
                  materially  detrimental  to the goodwill of ODI, or materially
                  damaging  to  ODI's   relationships   with  its  customers  or
                  employees,  including without limitation, the Executive having
                  been  convicted of a felony during the term of his  employment
                  with ODI.

         (c)  VOLUNTARY   TERMINATION  BY  THE   EXECUTIVE.   If  the  Executive
         voluntarily terminates his employment for any reason, including without
         limitation death and disability,  there shall be no Separation Benefits
         (as hereinafter defined).  Notwithstanding the foregoing,  in the event
         of a Change of Control (as  hereinafter  defined) where the Executive's
         compensation,  duties and/or  responsibilities  are materially  reduced
         from those  currently  exercised by the  Executive  with ODI and/or ODI
         requires the Executive to be based at any office or location other than
         ODI's  principal  place of  business,  the  Executive  may  voluntarily
         terminate his employment  with ODI or a successor and shall be entitled
         to receive the Separation Benefits (as hereinafter defined).

         (d) TERMINATION BY ODI DUE TO A CHANGE IN CONTROL If ODI terminates the
         Executive's  employment  within  twelve (12)  months  after a Change in
         Control (which shall mean (a) the acquisition by an individual, entity,
         group or any  other  person  of  beneficial  ownership  of  thirty-five
         percent  (35%) or more of  either  (i) the  then-outstanding  shares of
         common stock of ODI or (ii) the  combined  voting power of the election
         of directors for ODI; and/or (b) the sale of substantially all of ODI's
         assets  or a  merger  or sale of stock  wherein  the  holders  of ODI's
         capital  stock  immediately  prior to such  sale do not hold at least a
         majority  of the  outstanding  capital  stock  of ODI or its  successor
         immediately  following such sale; and/or (c) individuals who, as of the
         date hereof,  constitute the Board of Directors (the "Incumbent Board")
         cease for any reason to  constitute at least a majority of the Board of
         Directors,  provided,  however, that any individual becoming a director
         subsequently  to the date hereof  whose  election,  or  nomination  for
         election by ODI's  shareholders,  was  approved by a vote of at least a
         majority of the directors then  comprising the Incumbent Board shall be
         considered  as though such  individual  were a member of the


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         Incumbent Board, but excluding,  for this purpose,  any such individual
         whose  initial  assumption  of office  occurs as result of an actual or
         threatened  election contest with respect to the election or removal of
         directors  or other  actual or  threatened  solicitation  of proxies or
         consents  by  or  on  behalf  of a  person  other  than  the  Board  of
         Directors),  ODI shall pay to the Executive the  Separation  Amount (as
         hereinafter  defined) on the effective  date of such  termination.  The
         Separation  Amount  shall be  equal  to the sum of (i) the  Executive's
         then-current  monthly salary  multiplied by twelve (12),  plus (ii) one
         hundred  (100)  percent  of  the  maximum   performance  bonus  amount,
         including  without  limitation  any and all  commissions,  pursuant  to
         existing  compensation  agreements in effect for the year in which such
         termination occurs which the Executive could have earned if he remained
         in the employ of ODI and all performance  goals and other criteria were
         met (whether or not such goals or criteria are in fact met)  multiplied
         by one (1),  and payable in one lump sum upon the date of  termination.
         In addition to the Separation  Amount,  ODI shall provide the Executive
         with  the  following  additional  benefits:   for  twelve  (12)  months
         following the  effective  date of such  termination  due to a Change in
         Control, ODI shall continue to pay and provide to the Executive medical
         and dental  insurance  benefits  consistent  with those provided to the
         Executive  immediately  prior to such termination,  provided,  however,
         that if the Executive becomes  re-employed with another employer and is
         eligible   to   receive   such   insurance   benefits   under   another
         employer-provided  plan, the insurance  benefits set forth herein shall
         be  secondary  to those  provided  under such other  plan  during  such
         applicable period of eligibility  (such additional  benefits under this
         paragraph,   together  with  the  Separation  Amount,  are  hereinafter
         referred to as the "Separation Benefits").

2.  EFFECT OF A CHANGE IN CONTROL OF ODI

         (a)  ACCELERATION  OF  VESTING  OF STOCK  OPTIONS  Upon any  Change  in
         Control,  any and all options  granted to the  Executive  under any ODI
         stock option plan shall be deemed  immediately  vested upon the date of
         such Change in Control.

         (b) ASSUMPTION OF OBLIGATIONS HEREUNDER ODI shall require any successor
         via a Change in  Control  (whether  direct or  indirect,  by  purchase,
         merger,  consolidation  or otherwise) to assume  expressly and agree to
         perform  this  Agreement in the same manner and to the same extent that
         ODI would be  required  to perform it if no such  succession  had taken
         place.

3.  EXECUTIVE'S RESPONSIBILITIES

   As a condition precedent to ODI's obligations hereunder,  the Executive shall
enter into the attached  NON-COMPETITION,  NON-SOLICITATION,  NON-DISCLOSURE AND
DEVELOPMENTS AGREEMENT with ODI, which is incorporated herein by reference.

4.  MISCELLANEOUS


         (a) PROVISION  OF FULL  SETTLEMENT  Except as set forth  herein,  ODI's
             obligation to make the payments  provided for in this Agreement and
             otherwise  to  perform  its  obligations  hereunder  shall  not  be
             affected by any set-off, counterclaim, recoupment, defense or other
             claim,  right or action  which ODI may have  against the  Executive
             (under this  Agreement or otherwise)  or others.  In no event shall
             the  Executive be obligated  to seek other  employment  or take any
             other  action by way of  mitigation  of the amounts  payable to the
             Executive  under any of the  provisions of this  Agreement and such
             amounts shall not be reduced  whether or not the Executive  obtains
             other employment.
<PAGE>

         (b) AMOUNTS PAYABLE LESS  WITHHOLDING  TAXES The amounts payable by ODI
             hereunder  shall be less any  federal,  state or local  withholding
             taxes and social security.

         (c) EXCISE TAX To the extent  that  payments  or other  benefits to the
             Executive  pursuant  to this  Agreement  (together  with any  other
             payments or  benefits,  stock awards  received by the  Executive in
             connection with a Change in Control) would result in triggering the
             provisions  of  the  Sections  280G  and  4999  of the  Code,  this
             Agreement  provides  for the payment of an  additional  amount such
             that the Executive  receives,  net of excise  taxes,  the amount he
             would have been  entitled  to receive in the  absence of the excise
             tax provided in Section 4999 of the Code.

         (d) NOTICE All  notices,  requests,  demands  and other  communications
         hereunder  must be in  writing  and  shall be  deemed to have been duly
         given if delivered  by hand or mailed,  within the  continental  United
         States by first class, registered mail, receipt requested,  postage and
         registry fees prepaid, to the applicable party at the address set forth
         above or at such other  address as is provided  by a party  pursuant to
         the terms hereof.

         (e) ENTIRE AGREEMENT. This Agreement embodies the entire understanding,
         and supersedes all other oral or written  agreements or understandings,
         between the parties  regarding  the subject  matter  hereof,  including
         without limitation any terms and conditions of any employment agreement
         or other  similar  agreement.  No change,  alteration  or  modification
         hereof may be made except in a writing  signed by both parties  hereto.
         This Agreement and the rights and obligations of the parties  hereunder
         shall be construed in  accordance  with and governed by the laws of The
         Commonwealth  of  Massachusetts  (disregarding  any choice of law rules
         which may look to the laws of any other jurisdiction).

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

                                       OBJECT DESIGN, INC.

                                       By:               Lacey Brandt

                                       Signature:_______________________________

                                       Date:____________________________________

                                       Its:              Chief Financial Officer


                                       By:               Ross Hinchcliffe

                                       Signature:_______________________________

                                       Date:____________________________________

                                       Its:     Vice President, Worldwide Sales

<PAGE>



                NON-COMPETITION, NON-SOLICITATION, 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  located  at 25 Mall  Road,
Burlington,  Massachusetts 01803 (the "Company"), 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 follows:

1.   NON-COMPETE AND NON-SOLICITATION AGREEMENT

(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 or the
Company for any reason,  including expiration of the previously agreed upon term
of my  Employment,  or by the  Company  for Cause (as  defined in the  Executive
Employment Agreement),  I shall not, directly or indirectly,  on my behalf or on
behalf  of any  third-party,  or as  owner,  manager,  stockholder,  consultant,
director,  officer  or  employee  of any  business  entity,  participate  in the
development,  manufacture,  license,  provision or sale of any 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  up to  one  percent  (1%)  of the  issued  and  outstanding
securities of any publicly held  corporation or any securities in any non-public
corporation which I owned prior to the date of my Employment.

         (i) 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,
the disagreement  shall be resolved either 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 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.

         (ii)  The  Company  and I  agree  that  goods  or  services  which  are
competitive with goods or services developed or provided,  or under development,
by the Company shall not include goods and services used by any person or entity
for use as a component in a good or service which is not competitive  with goods
or services developed or provided, or under development, by the Company.

         (iii) 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) Except with the prior written  consent of the Company,  during my employment
with the Company and for a period of one year after that employment ends for any
reason,   including  expiration  of  the  previously  agreed  upon  term  of  my
Employment,  or by the Company  for Cause,  I will not  directly or  indirectly,
either for myself or for any other entity or third-party,  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.

<PAGE>

(c) Except with the prior written  consent of the Company,  during my employment
with the Company and for a period of one year after that employment ends for any
reason,   including  expiration  of  the  previously  agreed  upon  term  of  my
Employment,  or by the Company for Cause,  I shall not  directly or  indirectly,
either for myself or for any other entity or third-party,  or as owner, manager,
stockholder,  consultant,  director, officer or employee of any business entity,
solicit,  induce or attempt to hire away from the  Company  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.

(d) I recognize that the Company is developing highly  specialized  products and
services in  competition  with 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,  and I further
recognize  that the  restrictions  set forth in this  Section 1 are  intended to
protect the Company's interests in its Confidential  Information and established
commercial  relationships  and goodwill,  and agree that such  restrictions  are
reasonable and appropriate for this purpose.

(e) If the period of time, geographic area, or other term of any non-competition
or  non-solicitation  restraint specified in this Agreement is judged by a court
to be  unreasonable,  I agree that such term  should be modified by the court so
that the term can be enforced as the court decides is reasonable.

(f) If I violate any non-competition or non-solicitation  restraint specified in
this  Agreement,  I agree that the period of the restraint  shall not run during
the period of the violation.  I understand that the purpose of this paragraph is
to give the Company the  protection of the  restraint  for the full  agreed-upon
duration.

2.   CONFIDENTIALITY AGREEMENT

(a) I acknowledge that in the course of my employment, I will gain access to and
may  gain  possession  of  Confidential  Information  of the  Company.  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/or  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

<PAGE>

                  (ii) the name of any customer, employee,  prospective customer
or consultant, any sales plan, marketing material, plan or survey, business plan
or projections,  customer list,  product or development  plan or  specification,
business proposal, financial record, business record, advertiser lists, supplier
lists, customer sales analyses, price lists and any other non-public information
or other record relating to the business of the Company.

Notwithstanding the foregoing, the term Confidential Information shall not apply
to information  which has otherwise  lawfully  entered the public domain,  or is
generally known in the industry.

(b) I agree to keep all Confidential  Information strictly  confidential and not
to use  Confidential  Information  for  any  purpose  or  disclose  Confidential
Information,  including  Confidential  Information  of any third party which the
Company is under an  obligation  to keep  confidential,  to any person or entity
during my employment,  except as expressly  authorized by and for the benefit of
the Company and in the course of my duties as an employee,  or at any time after
my employment ends. As part of my obligations to maintain the confidentiality of
Confidential Information,  I agree to comply with any Company policy, if any, on
the  protection  of  intellectual  property.  I  further  agree  that  after the
termination  and/or  expiration of my employment,  I shall not use or permit the
use of any  Confidential  Information,  it being  agreed  that all  Confidential
Information  shall be and remain the sole and exclusive  property of the Company
and that  within  ten (10)  days  after  the  termination  or  expiration  of my
employment  I shall  either (i) deliver all  Confidential  Information,  and all
copies  thereof,  to the  Company,  at its  main  office  or  (ii)  destroy  all
Confidential Information,  and all copies thereof, and deliver a sworn notice to
the Company certifying to such destruction.

(c) I hereby 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.

3.   DEVELOPMENTS AGREEMENT

(a) If at any time or times during my Employment,  I shall (either alone or with
others) make,  conceive,  learn,  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,  concept,  idea, and fixed  expression  thereof or any interest  therein
(whether or not patentable or registrable under copyright,  patent, trademark or
similar   statutes  or  subject  to   analogous   protection)   (herein   called
"Developments") that relate to the business of the Company,  whether directly or
indirectly,  and/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;  and/or result from the use
of premises,  facilities  or personal  property  tangible or  intangible  owned,
leased or contracted for by the Company; and/or that occur during the period of,
as a consequence of, or in connection with my employment by the Company;  and/or
that result from tasks assigned to me 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 waive
any and all moral rights to all Developments. All Developments shall be the sole
property of the Company and its assigns.  The Company shall be the sole owner of
all patents, copyrights and other rights relating to Developments. I acknowledge

<PAGE>

that all  Developments  are "work(s) made for hire", as defined under the United
States  Copyright  Act,  and  become  the  property  of the  Company,  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 of 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 of patent, copyright or other analogous protection.

In the event the  Company  is  unable,  after  reasonable  effort,  to secure my
signature  on any letters of 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 of patent,  copyright or other
analogous protection thereon with the same legal force and effect as if executed
by me.

(c) This  Section 3 shall not apply to any  Development  which  meets all of the
following three conditions:  (i) I do the work entirely by myself without use of
the Company's facilities,  knowledge,  property or resources, (ii) I do the work
entirely on my own time,  and (iii) the  Development  does not  relate,  either,
directly or indirectly,  to the Company's business or research or to its planned
business or research.

4.   MISCELLANEOUS

(a) I  agree  that  because  of  the  nature  of  the  Company's  business,  the
restrictions  contained in this  Agreement are reasonable and necessary in order
to protect the legitimate interests of the Company.

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

(c) 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.

(d) 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

<PAGE>

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.

(e) 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.

(f) My  obligations  under this  Agreement  shall  survive  the  termination  or
expiration of my Employment regardless of the manner of termination, except that
the provisions of Section 1 shall survive in accordance with their terms.

(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  covenants  and
agreements  hereunder  shall inure to the benefit of and be  enforceable by said
successors or assigns.

(h) This  Agreement  shall be governed by and construed in  accordance  with the
laws of the Commonwealth of Massachusetts  (disregarding any choice of law rules
which may look to the laws of any other jurisdiction). In the event of any court
action to enforce any provision of this  Agreement,  The parties  consent to and
submit  to the  jurisdiction  of the  Superior  Court  of  the  Commonwealth  of
Massachusetts  and  the  United  States  District  Court  for  the  District  of
Massachusetts.

(i) This Agreement embodies the entire  understanding,  and supersedes all other
oral or written agreements or understandings,  between the parties regarding the
subject matter hereof,  including without limitation any terms and conditions of
any employment agreement or other similar agreement(s).  No change,  alteration,
modification,  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 myself and 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.

(j) All notices, requests, demands and other communications hereunder must be in
writing  and shall be deemed to have  been duly  given if  delivered  by hand or
mailed,  within the continental  United States by first class,  registered mail,
receipt requested, postage and registry fees prepaid, to the applicable party at
the address  set forth below or at such other  address as is provided by a party
pursuant to the terms hereof.

(k) 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(k), the Company shall have the right to seek  injunctive  relief,
specific  performance  or  other  equitable  relief  against  me in a  court  of
competent jurisdiction.

<PAGE>

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______________________________
                                               Ross Hinchcliffe

                                   Address:    12109 Foothill Lane

                                                   Los  Altos  Hill,   CA  94022

                                    Date:_________________________________


                                    Accepted:

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


                                   Signature:_____________________________
                                                   Lacey Brandt

                                   Title:            Chief Financial Officer

                                   Date:________________________________________