ENGAGEMENT AGREEMENT



          THIS AGREEMENT made as of January 1, 2002 (the effective date), by and

between ON Technology Geschaftsfuhrungs GmbH, a German corporation (the

"Company"), and Mr. Harald Faulhaber (the "VP EMEA Operations").



          WHEREAS, the VP EMEA Operations has been a Sales Director of the

Company in the past, and the VP EMEA Operations and the Company now desire to

enter into a new relationship.



          NOW THEREFORE, in consideration of the premises and the mutual

agreements hereinafter contained, and for good and valuable consideration the

parties agree as follows:



          1.   New Engagement. The prior relationship between the parties is

     hereby terminated. The Company hereby re-engages the VP EMEA Operations as

     Geschaftsfuhrer, and the VP EMEA Operations hereby accepts such engagement

     by the Company, upon the terms and conditions hereinafter set forth.



          2.   Management Duties



               2.1. The VP EMEA Operations shall be entitled and obliged to

          represent the Company and to manage the business in accordance with

          all applicable laws and statutory regulations, the articles of

          incorporation, the rules of administration, if any, as well as the

          provisions hereof, and shall be bound by shareholders' resolutions.



               2.2. The VP EMEA Operations shall bear particular responsibility

          for all operative activities in Europe, Australia, New Zealand, The

          Middle East, Far East, and Africa.



               2.3. The VP EMEA Operations shall in all situations obtain the

          prior consent of the Company's Stockholders for matters exceeding the

          day-to-day running of the business of the Company, including those

          examples listed in Appendix A1 hereto.



               2.3. The VP EMEA Operations shall report to the President of ON

          Technology Corporation ("ON Technology"), a Delaware USA corporation

          and the indirect parent of the Company.



               2.5. The VP EMEA Operations shall execute his office with the

          care and diligence of a prudent businessman and shall faithfully

          perform the duties entrusted to him by law and contract. He shall be

          obligated to serve and promote the business of the Company to the best

          of his ability, for the purpose thereof he shall place at the

          disposition of the Company all of his knowledge and ability as well as

          his entire working capacity, and agrees not to accept or perform full

          or part time employment or consulting services, or other "freelance"

          activities for any other business or non-profit entity, unless

          otherwise approved in writing by the Company's stockholders. The PC

          shop, which is legally owned by the VP EMEA Operations, is approved by

          the stockholders. The VP EMEA Operations may, however, render general

          business advice to third parties without remuneration or in connection

          with the VP EMEA Operations investment activities so long as such

          activity does not; (a) constitute employment by another company, (b)

          violate the VP EMEA Operations Non-Solicitation obligations set forth

          in Section 9 herein; or (c) interfere with the VP EMEA Operations's

          said full time and best efforts obligations to the Company.



          3.   Term. The VP EMEA Operations's term of engagement (the

     "Engagement Period") under this agreement is open-ended.



          4.   Compensation. The Company agrees to pay the VP EMEA Operations as

     follows in consideration for his services hereunder:



                                       1



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               4.1. Base Salary. Company hereby agrees to pay the VP EMEA

          Operations an annual salary of one hundred sixty six thousand six

          hundred sixty seven Euros ((euro) 166.667) per year beginning as of

          the Effective Date (the "Base Salary") in accordance with Company's

          present payroll policies.



               4.2. Incentive Compensation. In addition, the VP EMEA Operations

          will be eligible for an annual incentive bonus, payable under the

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