ON TECHNOLOGY CORPORATION



                              CONSULTING AGREEMENT

                              --------------------





         THIS IS AN AGREEMENT made as of December 28, 2000, by and between ON

Technology Corporation, a Delaware corporation (the "Company"), and Robert L.

Doretti (the "Consultant").



         WHEREAS, the Company desires to obtain the services of the Consultant

and the Consultant desires to provide such services to the Company to facilitate

transitional needs in the event of a change of control of the Company.



         NOW, THEREFORE, in consideration of the mutual covenants contained in

this Agreement, and for other good and valuable consideration, the receipt and

sufficiency of which consideration are hereby acknowledged, the parties agree as

follows:



         1.   Services

              --------

              During the first 12 months of the Consulting Period only, the

Consultant agrees to perform such consulting services to and for the Company as

may be reasonably requested by the President of the Company or its Board of

Directors to facilitate the transition of the Company's management from the

Consultant to his successor. The Consultant's commitment to the Company will be

part-time and shall not to exceed twenty (20) hours per week to allow the

Consultant to pursue other interests, including other part-time employment or

consulting assignments. Such consulting services shall take into account the

Consultant's expertise in managing and operating the Company and may be

performed either in person or by telephone.



         2.   Term

              ----

              Unless sooner terminated as provided below, the term of the

Consultant's engagement under this Agreement will be for two years from the date

the Consultant's full-time employment with the Company is terminated for any

reason other than for "cause" by (i) the Company or (ii) the Company's

successor-in-interest within twelve months after the consummation of a Change of

Control (the "Consulting Period"). For purposes of this Agreement, a Change of

Control shall mean a consolidation or merger in which the Company is not the

surviving corporation or results in a change of 50% or more of the Company's

equity securities, or the acquisition of all or substantially all of the

Company's outstanding Common Stock by a single person, entity or group of

persons or entities acting in concert, or the sale or the transfer of all or

substantially all of the assets of the Company. For purposes of this Agreement,

"cause" shall have the same meaning as is set forth in Section 9 of that certain

letter agreement regarding the Consultant's employment by and between the

Consultant and the Company dated January 31, 2000 (the "Employment Letter").

<PAGE>



         3.   Extent of Services

              ------------------

              During the Consulting Period, the Consultant will devote his best

efforts to the performance of his duties under this Agreement. Under no

circumstances will the Consultant knowingly take any action contrary to the best

interests of the Company.



         4.   Compensation

              ------------

              4.1 Base Consulting Fee. In consideration of the services rendered

by the Consultant under this Agreement and the other covenants set forth

hereunder, including, without limitation, Section 6 herein, the Company will pay

the Consultant compensation of $250,000 per annum, payable in accordance with

the Company's normal payroll practices (the "Base Consulting Fee").

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