Exhibit 10.44

                              AMENDED AND RESTATED
                         EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (i) amends and restates
the provisions of the Amended and Restated Executive Employment Agreement, dated
February 23, 1999, between Robert N. Goldman and ODI (hereinafter the "Executive
Employment  Agreement");  (ii) replaces and supersedes the Executive  Employment
Agreement; and (iii) has been duly authorized by the Board of Directors of ODI.

This Amended and Restated  Employment  Agreement (the  "Agreement")  dated as of
September 2, 1999 by and between  Object  Design,  Inc., a Delaware  corporation
with its principal offices located at 25 Mall Road, Burlington, MA 01803 ("ODI")
and Robert N. Goldman,  an individual  residing at 81 Beacon Street,  Boston, MA
02108 (the "Executive").

WHEREAS, ODI has offered employment to the Executive, and Executive has accepted
employment  by ODI, as Chairman of the Board of ODI and as  President  and Chief
Executive Officer;

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

1.  TERMINATION OF EMPLOYMENT AND SEVERANCE

         (a)  TERMINATION  BY ODI.  If for any  reason  other than for Cause (as
         hereinafter  defined) and Change in Control (as  hereinafter  defined),
         ODI  terminates  the  Executive's  employment,  ODI  shall  pay  to the
         Executive  the  Severance  Amount  (as  hereinafter   defined)  on  the
         effective date of such termination. The Severance 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  Severance
         Amount,  ODI shall provide the Executive with the following  additional
         benefits:  for twelve (12) months  following the effective date of such
         termination  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,  together
         with  the  Severance  Amount,  are  hereinafter   referred  to  as  the
         "Severance Benefits").

         (b)  TERMINATION  FOR CAUSE.  If the Executive is terminated by ODI for
         Cause, there shall be no Severance Benefits and/or 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


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                  (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 Severance  Benefits
         and/or 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  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 twenty-four (24), 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 two (2),  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 twenty-four  (24) 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.


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         (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.

         (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(s),   inconsistent  with  the  terms  and
         conditions herein. 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).


<PAGE>

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

OBJECT DESIGN, INC.                                  EXECUTIVE

By: ______________________________________  ____________________________________
                                                       Robert N. Goldman
Its: _____________________________________


                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.


<PAGE>

(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.

(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:


<PAGE>

                  (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
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



<PAGE>

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 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.


<PAGE>

(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  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),  inconsistent with the
terms and conditions  herein.  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.


<PAGE>

(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.

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      Robert N. Goldman

                                                Address:

                                                ________________________________

                                                ________________________________

                                                Date: September 2, 1999

                                                Accepted:

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


                                                By: ____________________________

                                                Name: __________________________

                                                Title:  ________________________

                                                Date: September 2, 1999