ENGAGEMENT AGREEMENT



     THIS AGREEMENT made as of January 1, 2000 (the "Effective Date"), by and

between ON Technology Europe Geschaftsfuhrungs GmbH, a German corporation (the

"Company"), and Mr. Harald Faulhaber (the "Sales Director - Central & Southern

Europe").



     WHEREAS, the Sales Director - Central & Southern Europe has been employed

by the Company in the past, and the Sales Director - Central & Southern Europe

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 other 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 to Sales Director - Central & Southern

Europe with the title of Geschaftsfuhrer, and the Sales Director - Central &

Southern Europe hereby accepts such engagement by the Company, upon the terms

and conditions hereinafter set forth.



     2.   Management Duties.



          2.1   The Sales Director - Central & Southern Europe shall be entitled

     and obliged to represent the Company and to manage its 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 Sales Director - Central & Southern Europe shall bear

     particular responsibility for sales activities in Germany, Austria,

     Switzerland, Eastern Europe, Italy & Spain.



          2.3   The Sales Director - Central & Southern Europe 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 on Appendix A1 hereto.



          2.4   The Sales Director - Central & Southern Europe shall report to

     the European Managing Director.



          2.5   The Sales Director - Central & Southern Europe 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 "free lance" activities

     for any other business or non-profit



<PAGE>



     entity, unless otherwise approved in writing by the Company's stockholders.

     The Sales Director - Central & Southern Europe may, however, render general

     business advice to third parties without remuneration or in connection with

     the Sales Director - Central & Southern Europe's investment activities so

     long as such activity does not (a) constitute employment by another

     company; (b) violate the Sales Director - Central & Southern Europe's

     Non-Solicitation obligations set forth in Section 9 herein; or (c)

     interfere with the Sales Director - Central & Southern Europe's said full

     time and best efforts obligations to the Company.



     3.   Term. Unless sooner terminated as provided below, the Sales Director -

Central & Southern Europe's engagement hereunder shall terminate on the

five-year anniversary of the Effective Date hereof (such period, as it may be

extended, being referred to herein as the "Engagement Period" and prior to any

extension, as the Initial Engagement Period). The parties may extend the Initial

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