AXEDA SYSTEMS INC
EXH. 10.45 - EFII
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>efii-redacted_09302002.txt
<DESCRIPTION>EXH. 10.45 - EFII
<TEXT>
Exhibit 10.45

                        CONFIDENTIAL TREATMENT REQUESTED

       __________________________________________________________________


                       LICENSE AND DISTRIBUTION AGREEMENT

Parties:                   Electronics for Imaging, Inc. ("EFI")
                           a Delaware corporation
                           303 Velocity Way
                           Foster City, California 94404

                           Axeda Systems Operating Company Inc. ("Axeda")
                           a Massachusetts corporation
                           21 Oxford Road
                           Mansfield, Massachusetts 02048

Effective Date:   July 26, 2002

Recitals:

         WHEREAS, EFI is in the business of, among other things, developing
print controllers and related hardware and software components for the Defined
Market; and

         WHEREAS, Axeda is in the business of, among other things, developing
and licensing Device Relationship Management Software; and

     WHEREAS,  the  Parties  desire to jointly  develop  products to deploy with
Customers in the Defined Market; and

         WHEREAS, this Agreement sets forth the various terms and conditions
under which the Parties desire to proceed with their business relationship.

         NOW, THEREFORE, intending to be legally bound, and in consideration of
the above and the mutual promises set forth in this Agreement, the Parties agree
as follows:

1.       DEFINITIONS

Capitalized  terms referred to herein that are not defined herein shall have the
meanings set forth in the Definition Schedule attached hereto as Schedule 1.

2. PRODUCT DEVELOPMENT

a. Development and Delivery of the Licensed Product.

          i. Initial  Statement of Work.  Attached hereto as Exhibit 2.a.i. is a
          high  level  specification  of  certain  modifications  to  the  Axeda
          Standard DRM Software and other work the Parties  desire to develop as
          Licensed  Products.  The  Parties  shall  work  together  to develop a
          detailed  Statement of Work to cover the development effort associated
          with such  modifications  and  work,  including  detailed  development
          schedules,  delivery  schedules  and  obligations  of the Parties (the
          "Initial  Statement  of Work") and shall use  commercially  reasonable
          efforts  to  do  so as  soon  as  reasonably  possible  following  the
          Effective Date. The Parties may, from time to time,  mutually agree in
          writing to enter into additional Statements of Work.

          ii.  Performance.  Each Party  shall use its  commercially  reasonable
          efforts  to  meet  the  schedules  and  time  of  realization  for the
          development  of the  Licensed  Products and all other work product set
          forth in each Statement of Work.

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          iii.  Review and  Testing.  Upon  initial  completion  of the Licensed
          Products set forth in the Initial  Statement of Work, the Parties will
          jointly   test  whether  such   Licensed   Products   conform  to  the
          specifications  as set forth for such Licensed Products in the Initial
          Statement of Work.  In the event the Parties  mutually  agree that any
          part of such  Licensed  Products  does not  materially  conform to the
          specifications  for such Licensed Products in the Initial Statement of
          Work (such nonconformance to be referred to herein as "Deficiencies"),
          the Parties will use commercially  reasonable efforts to determine the
          nature and cause for such  Deficiencies  and will work  diligently  to
          correct such  Deficiencies as  expeditiously  as possible.  If after a
          thirty (30) day period the Parties have not mutually agreed that there
          are no Deficiencies in such Licensed Products, then either Party shall
          refer the matter to the Advisory Board for  determination  on how best
          to proceed, as pursuant to Section 20.a. herein. If the Advisory Board
          is unable to come to a resolution, then each Party shall have whatever
          rights are available under this Agreement, in law or in equity. Except
          as  otherwise  specified in a SOW,  the  procedures  set forth in this
          Section  2.a.iii.  shall be followed in connection with work performed
          under subsequent Statements of Work under this Agreement.

          iv.  Cost  of  Development.  Except  as  expressly  set  forth  in the
          applicable  SOW, the Parties shall each be  responsible  for their own
          costs and expenses related to the development  and/or  modification of
          the Licensed Products.

b. Contacts. Each Party shall designate an administrative manager (each, an
"Administrative Manager") and a technical manager (each, a "Technical Manager").
These individuals shall use commercially reasonable efforts in coordinating the
continuing development of objectives, and related scheduling and resource
allocation in respect to the Statements of Work. The initial Administrative
Manager and Technical Manager for each Party is set forth on Schedule 2.b. Each
Party may change its respective Administrative Manager or Technical Manager from
time to time upon notice to the other Party.

c. Change Requests. Each Party may request a change to a Statement of Work
pursuant to a written change request ("Change Request") sent to the other
Party's Administrative and Technical Managers describing in detail the requested
change, any associated specifications, proposed effective dates with such
changes, and the reason for such request. Within ten (10) days (or such other
period of time as agreed by the Parties) after the receipt of such Change
Request, the Parties shall discuss the necessity and/or desirability of the
Change Request. When and if both Parties' Technical Managers and Administrative
Managers have executed the Change Request describing the change, its
implementation and the agreed upon adjustments, the Parties shall commence
performance in accordance with such Change Request. Each Change Request executed
by the Parties' Technical Managers and Administrative Managers as described
above shall be incorporated into and constitute an amendment to the relevant
Statement of Work.

3. LICENSE GRANTS

a. License Grants for Licensed Software. Subject to the terms and conditions of
this Agreement, Axeda grants to EFI a non-transferable, worldwide, non-exclusive
(except as set forth in Section 10), right and license, during the Term and
solely within the Defined Market:

          i. To make copies of the Object Code of the Licensed  Axeda  Connector
          as an embedded  component  of  Specified  Controllers,  and to market,
          sublicense and distribute the Licensed Axeda  Connector as embedded in
          Specified  Controllers  to  Customers;  provided,  however,  that such
          Customers are bound by License Agreements; and

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          ii. To market,  sublicense,  and distribute the Object Code of (1) the
          Axeda  Standard  DRM  Software to  Customers  and/or (2) the  Licensed
          Software to Customers as a component of a Licensed Product;  provided,
          however,  that  EFI  and  each  such  Customer  enter  into a  License
          Agreement and that any such  Licensed  Product shall not include Modem
          communication capability without Axeda's written consent.

b. Internal Use License to EFI. Axeda shall provide two copies of the Licensed
Software to EFI and EFI is hereby granted, subject to the terms of this
Agreement, a license to use such Licensed Software solely for purposes of
training EFI staff, and providing support to Customers as contemplated in
Section 14.

c. Delivery of Master Disk for Licensed Axeda Connector. Upon completion of the
Initial Statement of Work and each subsequent Statement of Work that results in
a change to the Licensed Axeda Connector, Axeda shall provide to EFI, at no
charge to EFI and in a reasonable format to be specified by EFI, a master disk
containing the Object Code for the then current Licensed Axeda Connector, for
EFI's use to copy, sublicense and distribute to Customers as permitted in
Section 3.a.i.

d. Orders for Licensed Software. All orders for Licensed Software (other than
orders for only the Licensed Axeda Connector) shall be submitted by EFI to Axeda
on a commercially reasonable and mutually acceptable order form, which the
Parties shall use commercially reasonable efforts to prepare within thirty (30)
days following the execution of this Agreement (the "Order Form"). For each
order for Licensed Software (other than orders for only the Licensed Axeda
Connector), EFI shall submit to Axeda an Order Form together with a complete
copy of the applicable License Agreement. Upon receipt of an Order Form and
License Agreement, Axeda shall, at no cost to EFI, ship within three (3)
business days such Licensed Software to EFI for distribution by EFI to the
Customer.

e. New Licensed Products. The Parties may amend in writing the relevant
schedules to set forth applicable Revenue Sharing Models, Royalty Payment models
and Price Lists for use of Licensed Software in any Licensed Products (other
than the Licensed Products to be described in the Initial Statement of Work).


4. RESERVATION OF RIGHTS; CERTAIN RESTRICTIONS

a. Axeda hereby expressly reserves all Intellectual Property Rights in Axeda's
Technology except as expressly licensed to EFI pursuant to this Agreement.
Without limiting the generality of the foregoing, and except as expressly set
forth in Section 10 below and notwithstanding any other provision of this
Agreement to the contrary, nothing in this Agreement shall be construed as
limiting or restricting in any manner Axeda's right or ability to market,
distribute, license or otherwise exploit in any manner Axeda's Technology, or to
appoint dealers, distributors, resellers, licensees, agents or representatives
of any kind for Axeda's Technology.

b. EFI hereby expressly reserves all Intellectual Property Rights in EFI's
Technology. Without limiting the generality of the foregoing, and except as
expressly set forth in Section 10 below, nothing in this Agreement shall be
construed as limiting or restricting in any manner EFI's right or ability to
market, distribute, license or otherwise exploit in any manner EFI's Technology,
or to appoint dealers, distributors, resellers, licensees, agents or
representatives of any kind for EFI's Technology.

c. EFI shall (i) not disclose or provide any Licensed Software (or any
modifications or derivatives thereof) to any Person, except as expressly
permitted in this Agreement or as required by law and then in accordance with
Section 19.e., (ii) not attempt to or knowingly permit or

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encourage  others to attempt to alter,  reverse  engineer,  disassemble,
decompile,  decipher or  otherwise  decrypt or  discover  the Source Code to the
Licensed Software;  provided,  however,  that EFI shall be permitted to test and
analyze  the Object  Code of the  Licensed  Software  but solely for the limited
purposes of ensuring  interoperability  with the hardware components  comprising
the Licensed  Product and for performing "bug fixes" (but not "bug fixes" to any
portion of the Licensed Software) and for no other purposes,  (iii) limit access
to Licensed  Software to its employees  and  consultants  who require  access in
connection  with EFI's  performance  under this Agreement and who have agreed in
writing or are otherwise legally bound to observe EFI's  obligations  hereunder,
and (iv) take all commercially reasonable precautions to prevent unauthorized or
improper  use or  disclosure  of the  Licensed  Software.  EFI's  breach of this
section  will be a material  breach and  subject to  termination  as detailed in
Section 22.b.iii.

d. EFI acknowledges that the export of any Licensed Software is or may be
subject to export or import control and EFI agrees that any Licensed Software or
the direct or indirect product thereof will not be exported (or re-exported from
a country of installation) directly or indirectly, unless EFI obtains all
necessary licenses from the U.S. Department of Commerce or other agency as
required by law. Axeda shall provide all information under its control which is
necessary or useful for EFI or its Customers to obtain any export or import
licenses required for EFI or its Customers to ship or receive the Licensed
Software.

5. CUSTOMER PRICING

a.       [*].

b. The Parties agree that they shall amend this Agreement as soon as reasonably
possible following the Effective Date to incorporate a mutually acceptable
initial Customer price list for the Licensed Products, and that such initial
price list shall only be amended thereafter by mutual written agreement of the
Parties (the initial and any amended price list referred to as the "Price
List"). [*]. The Parties acknowledge that the goal for completion of the Price
List is December 31, 2002. The Parties agree that from the Effective Date
through the date this Agreement is amended to incorporate the Price List, the
Parties shall mutually agree in writing to the pricing of the Licensed Products
and related services (including Transmission Fees and Subscription Fees) for
each Customer within the Defined Market, in accordance with the pricing
objectives set forth above. During the Term the Parties, through the Advisory
Board or through such other Persons as the Parties may designate, will review
the Price List, on a quarterly basis (or more or less frequently than quarterly,
if the Parties mutually agree) to determine whether and to what extent the Price
List should be amended to maximize both Parties' revenue for the Licensed
Products.

6. REVENUE SHARING

a. Customers Solely Within the Defined Market. Schedule 6.a. sets forth the
Revenue sharing models applicable to the initial and contemplated Licensed
Products and related services (including Transmission Fees and Subscription
Fees) within the Defined Market (the "Revenue Sharing Models"). The Parties may,
from time to time, mutually agree in writing to amend the Revenue Sharing
Models.

b. Customers Not Solely Within the Defined Market. The Parties contemplate that,
in addition to the Revenue Sharing Model set forth below, there may be Customers
that desire to license a Device Relationship Management Software solution for
both the Defined Market as well as business outside of the Defined Market. The
Parties further contemplate that such Customers may initially seek to license
for both markets, or may initially seek to license in one market and later
expand to the other. In the event that the Parties encounter Customers who
desire to license a Device Relationship Management Software solution for both
the Defined Market as well

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as business outside of the Defined Market,  then the Parties will negotiate in
good faith to determine an  appropriate  business  arrangement to satisfy the
Customer's  requirements  and to  share  the  Revenue  between  Axeda  and  EFI,
consistent with the spirit of this Agreement.

7. ROYALTY PAYMENTS

a. Royalty Payment Models. Royalty payments (each such payment shall be referred
to herein as a "Royalty Payment") become due and owing to Axeda upon the date
the Licensed Software for a particular Customer is shipped by Axeda to EFI. With
respect to Subscription Fees and Transmission Fees, the Royalty Payments become
due and owing to Axeda on the date EFI invoices a Customer for the applicable
fees. Royalty Payments made by EFI are non-refundable. EFI shall not be relieved
of its obligation to pay Royalties as a result of non-payment by the applicable
Customer or payment terms that may be extended by EFI to the Customer. The
timing for payment by EFI of Royalty Payments to Axeda is set forth in Schedule
7.a. EFI shall be entitled to offset any Royalties due or paid to Axeda with
respect to hardware which has been subsequently returned to EFI in compliance
with EFI's ninety (90) day right of return policy for hardware sales, against
any Royalty Payment amount due for that particular quarter.

b. Records and Reports. EFI shall maintain complete, clear and accurate records
of Revenues and Royalties. EFI shall provide Axeda at least once each quarter
with information regarding License Agreements, Revenues and Royalties on a
commercially reasonable and mutually acceptable quarterly report (the "Quarterly
Report"), which the Parties shall use best efforts to prepare within thirty (30)
days following the Effective Date.

c. Taxes, Duties, Levies, VAT. EFI shall pay all taxes, duties, levies, VAT,
handling charges and other fees (other than Axeda's direct net income taxes)
imposed or levied against or incurred by either EFI or Axeda under any law now
or hereafter in effect, levied or based upon the license, delivery, shipment,
import, export, manufacture or EFI's possession or use of the Licensed Software
as included in the Licensed Product and/or the Licensed Products and/or related
services or measured by any Royalty Payment made by EFI to Axeda hereunder.

d. Interest. Any Royalty Payment which is delayed (other than by reason of force
majeure, as described in Section 21) beyond the forty-five (45) day period
specified in Schedule 7.a. shall be subject to a ten percent (10%) annual
interest rate, compounded annually from the beginning of such forty-five (45)
day period until paid.

e. Payment Method. All payments made hereunder shall be made in United States
currency, by wire transfer, check, or other reasonable payment means and to such
United States bank account(s) indicated by Axeda in writing from time to time.

8. SOURCE CODE ESCROW

a. The Parties shall enter into a Source Code Escrow Agreement (the "Source Code
Escrow Agreement") with DSI Technology Escrow Services, Inc. (the "Escrow
Agent"), in substantially the form attached hereto as Exhibit 8. All such costs
to be paid to the Escrow Agent under the Source Code Escrow Agreement shall be
borne by Axeda, except as provided below.

b. Axeda shall deposit with Escrow Agent, within five (5) business days after
completion of the Licensed Products under Section 2.a.iii. or execution of the
Source Code Escrow Agreement, whichever is later, one (1) complete copy of the
Source Materials. Axeda further agrees to deposit one (1) complete copy of all
Maintenance Releases within sixty (60) days of each major release and any
modification and/or development of Licensed Software under Section 2 within
fifteen (15) days after Axeda provides such materials to EFI in accordance with

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this Agreement. EFI, after written notice to Axeda, as pursuant to Section 1.6
of the Source Code Escrow Agreement, may request that Escrow Agent inspect the
Source Materials deposited by Axeda with Escrow Agent for the sole purpose of
determining the existence, accuracy, completeness, sufficiency and quality of
the Source Materials; provided, however, that EFI shall bear the cost of such
inspection. EFI shall have no right to be present at such inspection.

c. The Source Materials shall be maintained under the Source Code Escrow
Agreement for release to and use by EFI as described in the Source Code Escrow
Agreement, provided that the failure to agree to post-termination Customer
Support in accordance with the procedures set forth in Section 22.c.iv. shall
not result in the release of the Source Materials to EFI. EFI is hereby granted
a limited, non-transferable license to use the Source Materials as permitted
by the licenses granted in Section 3 of this Agreement and to use the Source
Materials only to the extent necessary to fulfill Axeda's obligation to provide
support and maintenance services for the Licensed Software, and only for so long
as the release condition remains uncorrected. EFI agrees to forebear the use of
this license until release to EFI of the Source Materials under this Section
8.c.

d.       [*]

e. For purposes of Sections 8.c.and 8.d., use of the Source Materials
by EFI to provide support and maintenance services means use only as necessary
to develop or provide corrections to Errors (as defined in the Section 14.d.) in
the Licensed Software.

f. The Source Materials comprise Axeda's Confidential Information, and
EFI is subject to the obligations in Section 19 with respect to the Source
Materials (except as modified by this Section 8).

9.       MARKETING

a. Contacts. Each Party shall designate a relationship account manager (each, a
"Relationship Account Manager"). These individuals shall use commercially
reasonable efforts in coordinating the continuing development of Marketing
Objectives, and related scheduling and resource allocation in respect to the
Marketing Plan. The initial Relationship Account Manager for each Party is set
forth on Schedule 9.a. Each Party may change its respective Relationship Account
Manager from time to time upon notice to the other Party.

b. Marketing Plan. The Parties shall use jointly develop an initial marketing
plan (the "Marketing Plan") and shall use their best efforts do so within thirty
(30) days from the Effective Date, based on the Marketing Objectives (as defined
below). The Marketing Plan shall be updated on an annual basis, or on a more
frequent basis as the Parties may otherwise agree. The Relationship Account
Managers shall hold quarterly meetings (or more or less frequently than
quarterly, if the Parties mutually agree) to review the implementation of the
Marketing Plan. EFI shall provide Axeda at least once each quarter with
information regarding its forecasts and pipeline activity for the Licensed
Products in such form and with such level of detail as may be reasonably
requested by Axeda.

c. Marketing Objectives. The marketing objectives ("Marketing Objectives") are
as follows:

          i. EFI shall take the lead in marketing  the Licensed  Products to the
          Defined Market;

          ii. EFI shall be  responsible  for the  front-end  sales and marketing
          support of the Licensed Products into the Defined Market;

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          iii. Axeda shall provide support for such marketing activities;

          iv. The Parties shall jointly promote successes in the Defined Market;

          v. The  Parties  shall seek to  maximize  the  Revenue  from  Licensed
          Products and associated  services  consistent with the initial pricing
          objectives or the Price List then in effect under this Agreement;

          vi. EFI shall use mutually agreed upon efforts to ensure that Licensed
          Trademarks  receive  high  Customer  and  marketplace   visibility  in
          connection with Licensed Products and related services;

          vii. The Parties will review the  marketing  programs and efforts on a
          quarterly basis to further the Marketing Objectives; and

          viii. The Parties may, from time to time, mutually agree in writing to
          otherwise amend the Marketing Objectives.


d. Minimum Royalty Goals. During the Initial Term, EFI shall use good faith
commercially reasonable efforts to meet the specified minimum Royalty goals as
set forth below:

------------------------------- -----------------------------------------------
        Calendar Year                          Minimum Royalty
------------------------------- -----------------------------------------------
------------------------------- -----------------------------------------------
      Remainder CY 2002                              [*]
------------------------------- -----------------------------------------------
------------------------------- -----------------------------------------------
           CY 2003                                   [*]
------------------------------- -----------------------------------------------
------------------------------- -----------------------------------------------
           CY 2004                                   [*]
------------------------------- -----------------------------------------------
------------------------------- -----------------------------------------------
           CY 2005                                   [*]
------------------------------- -----------------------------------------------
------------------------------- -----------------------------------------------
           CY 2006                                   [*]
------------------------------- -----------------------------------------------
------------------------------- -----------------------------------------------

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


The Parties acknowledge that due to changing market conditions or other factors,
such minimum Royalty goals may become inaccurate or unsuitable for one or more
given calendar years. In such case, the Parties agree to mutually reassess, and
if necessary, amend this Agreement to reset the specified minimum Royalty goals
for particular specified calendar years.


The Parties agree that upon the renewal of the Term of the Agreement pursuant to
Section 22.a., the Parties shall agree in writing to specify a minimum royalty
goal for the then current calendar year within the first one hundred twenty
(120) days of the then current renewal term. In the event that the Parties do
not agree to a minimum royalty goal for the then current calendar year, then the
minimum royalty goal for that renewal period shall revert to the minimum royalty
goal for the prior calendar year plus twenty-five (25%).


10. EXCLUSIVITY

a. Exclusivity Covenants. From the Effective Date, subject to the limitations
set forth in this Section 10,

          i. Axeda and its Affiliates will not, directly or indirectly  license,
          distribute or sell any Device Relationship Management Software, or any
          component thereof, for use by any other party in the Defined Market.

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          ii.  Axeda  and its  Affiliates  will  exert  commercially  reasonable
          efforts to direct any Device  Relationship  Management  Software sales
          opportunities that it receives within the Defined Market to EFI.

          iii. EFI and its Affiliates will not, directly or indirectly  license,
          distribute or sell any Device Relationship Management Software, or any
          component  thereof,  that  competes  with the Licensed  Software,  the
          Licensed Products,  Axeda DRM Software,  or any component thereof, for
          use by any other party in the Defined Market.

          iv. EFI and its Affiliates will exert commercially  reasonable efforts
          to  direct  all  Device   Relationship   Management   Software   sales
          opportunities that it receives outside of the Defined Market to Axeda.

v. Axeda's covenants set forth in Sections 10.a.i. and 10.a.ii. are referred to
herein as "Axeda's Exclusivity Covenants". EFI's covenants set forth in Sections
10.a.iii. and 10.a.iv. are referred to herein as "EFI's Exclusivity Covenants".

b. Termination of Exclusivity Covenants.

          i. One (1) Year Termination  Notice. In the event a Party gives notice
          of its  intention  to terminate  the  Agreement as pursuant to Section
          22.b.ii.  herein,  (such Party referred to herein as the  "Terminating
          Party"),  then the  Terminating  Party's  Exclusivity  Covenants shall
          remain in effect until the actual  termination  of this  Agreement and
          the  Exclusivity  Covenants  of the other  Party  shall  automatically
          terminate and shall be of no further force or effect as of the date of
          receipt of such notice,  as specified in Section  22.b.ii.;  provided,
          however,  the Parties  hereby  agree that the licenses  granted  under
          Section 3 herein shall not  automatically  terminate (except as to the
          Exclusivity  Covenants) and shall survive until the actual termination
          of this Agreement.

11. OWNERSHIP OF IMPROVEMENTS

a. During the Term, any Intellectual Property Rights arising, developed or
delivered under this Agreement by either Party, or which otherwise relate to the
Technology or Improvements thereon made by either Party, would be owned as
follows: (i) all such Intellectual Property Rights that comprise Axeda's
Technology would be owned by Axeda; and (ii) all such Intellectual Property
Rights that comprise EFI's Technology would be owned by EFI. The Parties shall
execute all reasonable instruments at the request of the other Party to evidence
such ownership or the transfer of such rights, as appropriate.

b. All Intellectual Property Rights and all other ownership in any ideas,
modifications, or suggestions either Party proposes, creates, or authors
relating to the other Party's Technology ("Suggestions") are hereby assigned to
such other Party and shall be the sole and exclusive property of such other
Party.

c. Except as set forth in (a) and (b) above, all Intellectual Property Rights
originated, discovered or developed by either Party would be owned by such
Party.


12. TRADEMARK LICENSE
a. Grant of License. Axeda hereby grants to EFI a worldwide, non-exclusive,
nontransferable license to use the Licensed Trademarks in accordance with this
Agreement.

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b. Covenant as to Use. EFI hereby undertakes and agrees that it shall
make commercially reasonable efforts to use the Licensed Trademarks on or in
connection with all Licensed Products and related services, consistent with the
Marketing Objectives. EFI shall not use the Licensed Trademarks on or in
connection with any goods or services other than the Licensed Products, without
Axeda's prior written consent.

c. Recognition of Axeda's Rights. Axeda warrants ownership of the Licensed
Trademarks and the validity of any registrations that Axeda may secure
therefore. All use of the Licensed Trademarks by EFI, and all goodwill generated
thereby, shall inure solely to the benefit of Axeda.

d. Protection of Quality Standards. EFI agrees that (a) the nature and quality
of Licensed Products or services the Customers supply in connection with use of
the Licensed Trademarks shall conform to the standards set by Axeda, and (b) it
will cooperate with Axeda in facilitating Axeda's monitoring and control of the
nature and quality of such products and services. Such assistance shall include
supplying Axeda, upon its request, with specimens of its use of the Licensed
Trademarks. If, at any time, Axeda determines that EFI has not met the Axeda
quality standards, Axeda shall so advise EFI and, upon EFI's receipt of such
notice by any means, the party who has failed to meet the standards shall have
sixty (60) days to improve the quality to the standard previously approved by
Axeda, or to cease the use of all Licensed Trademarks. EFI shall comply with all
applicable laws and regulations and obtain all appropriate governmental
approvals pertaining to the use of the Licensed Trademarks and to the
distribution and advertising of the products. In addition, EFI shall provide
reasonable and timely assistance to Axeda to comply with the same.

e. Recognition of EFI's Rights. EFI warrants ownership of the EFI Trademarks and
the validity of any registrations that EFI may secure therefore. All use of the
EFI Trademarks by EFI, and all goodwill generated thereby, shall inure solely to
the benefit of EFI.

13. AUDIT RIGHTS AND ADJUSTMENTS

a. Audit Rights In General. Each Party shall keep and cause its Affiliates to
keep, its and their books and records related to each Parties' respective
obligations set forth in this Agreement, in accordance with generally accepted
accounting principles. The books and records of each Party and their affiliates
shall be kept in sufficient detail as to ascertain each Party's compliance with
their obligations hereunder, including but not limited to, Royalty Payments and
exclusivity. Each Party shall have the right for representatives of a "big four"
firm of independent accountants, as mutually agreed upon by the Parties, who
shall have signed an appropriate nondisclosure agreement ("Auditors"), to make
an examination and audit on any appropriate premises of the audited Party, by
prior appointment mutually agreed upon by the Parties, such agreement not to be
unreasonably withheld, during normal business hours, not more frequently than
once annually during the Term and for a period of one (1) year after the duty to
pay Royalties pursuant to this Agreement expires, of all records and accounts
,covering a period no more extensive than three (3) years prior to the date of
such audit, as may contain under recognized accounting practices information
bearing upon the obligations of each Party under this Agreement, relative to
Royalty Payments. Subject to subsection b and c of this Section 13, the
requesting Party shall bear all costs of such audit.

b. Audit to Confirm Compliance with Exclusivity Provisions. In instances where
either Party is being audited with respect to its respective obligations under
Section 10 of this Agreement, then if such audit reveals that the audited Party
is in material breach of Section 10, then the Party conducting the audit shall
have all rights and remedies available to it in law or in equity, and the Party
being audited shall have all defenses available to it in law or in equity. The
audit shall not be conclusive of such a breach of Section 10 of this Agreement
by the Party being

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audited,  but may be  introduced in evidence,  in an action  brought by the
other Party for breach of this Agreement.  The Party  conducting the audit shall
bear the cost of the  audit;  provided,  however,  than in a legal or  equitable
action for a material  breach of Section 10 of this  Agreement  revealed  by the
audit,  the Party  conducting the audit shall be entitled to recover the cost of
such audit in  connection  with the remedies that such Party would seek from the
court.

c. Royalty Audit of EFI. In instances where EFI is being audited with respect to
its Royalty or other payment obligations to Axeda hereunder, the Auditors will
report to Axeda only upon whether the Royalties paid to Axeda by EFI were
correct, and if incorrect, the correct amounts for the Royalties, and the amount
of time of such delinquency so that interest due thereon may be calculated. The
Auditors shall summarize their findings in a written report presented to both
Parties. The Parties shall then have a period of sixty (60) days whereby they
must mutually agree on the correct amount of the Royalties in question. If the
Parties fail to agree on the Royalty amount in question after such sixty (60)
day period, the Parties shall have the right to resolve such dispute as pursuant
to Section 20 herein. Such audit shall be at Axeda's expense unless it reveals
an underpayment of Royalties of ten percent (10%) or more in any particular
quarter in which case EFI shall reimburse Axeda for the costs of such audit. EFI
will make prompt adjustment to compensate for any errors or omissions disclosed
by any such examination and certification of EFI's records, or which otherwise
come to the attention of EFI. In the event that EFI has underpaid Royalties to
Axeda as determined by the procedure outlined in this Section 10.c., EFI shall
pay interest on any such payment adjustments in accordance with Section 7.d.

14. CUSTOMER SUPPORT

a. Generally. EFI agrees to provide first line and second line technical support
for the Licensed Products to Customers. Axeda agrees to provide technical
support and the other maintenance services to EFI for the Licensed Software as
set forth in this Section below, and in accordance with Axeda's standard
maintenance and support policies in effect from time to time (a current copy of
which is attached hereto as Exhibit A to Exhibit 1A of this Agreement). Each
Party shall designate a support contact person to serve as the principal contact
for support issues ("Support Contact"). The initial Support Contact for each
Party is identified on Schedule 14.a. Either Party may change its Support
Contact, from time to time, upon written notice to the other Party.

b. First and Second Line Technical Support. EFI agrees to maintain a trained
staff capable of rendering the first and second line technical support to its
Customers in the use of the Licensed Products and the Licensed Software included
therein.

c. Axeda Technical Support. Axeda will provide technical support to EFI in the
use of the Licensed Software. Such support to be provided by Axeda includes
providing corrections for isolated problems, developing work-arounds for
problems, and testing corrections and work-arounds.

d. Maintenance Services. Axeda will use commercially reasonable efforts to
correct all verifiable and reproducible Errors to the Licensed Software within a
commercially reasonable period of time and consistent with the support and
maintenance policies set forth in Schedule 14.a. Notwithstanding the foregoing,
Axeda shall make such Maintenance Releases available to EFI no later than the
date Axeda releases such items to any of its other licensees. As used herein,
"Error" means a failure of the then current Maintenance Release to conform to
the material functional specifications in the end user documentation supplied by
Axeda. Axeda shall not be responsible for correcting Errors resulting from
misuse, negligence, revision, modification, or improper use of the Licensed
Software or any portion thereof by EFI or Customers; provided such Errors were
not caused by any action or inaction that was recommended or approved by

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Axeda.  Axeda shall provide  Maintenance  Releases directly to EFI, and EFI
shall be responsible for duplicating and  distributing the same to Customers who
are active on and fully paid up on maintenance services.

e. Professional Services. All Professional Services to be provided to Customers
in connection with the Licensed Software (except in connection with Specified
Controllers) shall be provided by Axeda pursuant to agreements entered into
between Axeda and the Customer. Notwithstanding the above, to the extent that
Axeda has certified a third party as a provider of Professional Services, then
such third party may be used to provide Professional Services to Customers upon
the written consent of Axeda.


15. WARRANTIES

         Axeda and EFI each represents and warrants to the other that: (i) the
warranting Party is duly organized and subsisting as a legal entity under the
laws of the jurisdiction of its incorporation; (ii) the warranting Party has
full power and authority to enter into this Agreement; (iii) the execution
and/or performance of this Agreement does not and will not violate or interfere
with any other agreement of the warranting Party; (iv) the warranting Party will
not enter into any agreement whose execution and/or performance would violate or
interfere with this Agreement; and (v) the Person(s) executing this Agreement on
behalf of the warranting Party has actual authority to bind the warranting Party
to this Agreement..


16.      INDEMNIFICATION

         a. Axeda shall indemnify, defend and hold harmless EFI, its Affiliates,
directors, officers, contractors, agents and its and their respective successors
and assigns from and against any and all Proceedings, Judgments and/or
Liabilities, arising out of any claim by a third party that the Licensed
Software or the Licensed Trademarks infringe any patent, copyright, trademark or
trade secret rights (a "Claim"); and shall pay any damages awarded against EFI
or final settlement amount based upon a Claim, provided that: (a) EFI notifies
Axeda in writing within thirty (30) days of the date EFI receives written notice
of such Claim, (b) Axeda has sole control of the defense and all related
settlement negotiations, and (c) EFI provides Axeda with the assistance,
information, and authority necessary to perform the above. Reasonable
out-of-pocket expenses (including, without limitation, reasonable attorneys'
fees and expenses) incurred by EFI in providing such assistance shall be
reimbursed by Axeda. Axeda may also participate in the defense of a Claim at its
option and its own expense.

         b. EFI shall indemnify, defend and hold harmless Axeda, its Affiliates,
directors, officers, contractors, agents and its and their respective successors
and assigns from and against any and all Proceedings, Judgments and/or
Liabilities, arising out of any claim by a third party that the Licensed
Products infringe any patent, copyright, trademark or trade secret rights (a
"Claim"); and shall pay any damages awarded against Axeda or final settlement
amount based upon a Claim, provided that: (a) Axeda notifies EFI in writing
within thirty (30) days of the date EFI receives written notice of such Claim,
(b) EFI has sole control of the defense and all related settlement negotiations,
and (c) Axeda provides EFI with the assistance, information, and authority
necessary to perform the above. Reasonable out-of-pocket expenses (including,
without limitation, reasonable attorneys' fees and expenses) incurred by Axeda
in providing such assistance shall be reimbursed by EFI. EFI may also
participate in the defense of a Claim at its option and its own expense.

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         c. Notwithstanding the provisions of Sections 16.a. and 16.b., neither
party shall have any obligation to defend, indemnify or hold harmless pursuant
to Sections 16.a. or 16.b. with respect to any Proceedings, Judgments and/or
Liabilities arising out of any Claim of direct infringement, where there would
be no direct infringement but for the combination of the Licensed Software with
any of the other hardware and/or software comprising the Licensed Product.

         d. If EFI's use of the Licensed Software or the Licensed Trademarks is
enjoined by an injunction, Axeda shall, at its expense, procure for EFI the
right to continue using the Licensed Software as provided hereunder, modify the
Licensed Software so that it is no longer infringing, or replace the Licensed
Software with computer software of equal or superior functional capability, or
in the case of trademark infringement, instruct EFI to use an alternative
trademark. The rights granted to EFI in this Section 16 shall be EFI's sole and
exclusive remedy and Axeda's sole obligation for any alleged infringement of any
patent, copyright, trademark, or other proprietary right by Axeda for the
Licensed Software or the Licensed Trademarks. Notwithstanding any other
provision of this Agreement, Axeda will have no liability to EFI for direct
infringement resulting from (a) EFI's modification of the Licensed Software or
Licensed Trademarks that has not previously been authorized by Axeda, (b) use of
the Licensed Software or Licensed Trademarks in connection or in combination
with equipment, devices, or software not provided by Axeda where there would be
no direct infringement but for such combination, (c) use of any Licensed
Software or Licensed Trademarks in a manner not intended under this Agreement or
(d) distribution by EFI of other than the most current release of the Licensed
Software provided to EFI (if such infringement would have been prevented by the
use of such release). The foregoing shall not affect claims made against EFI
alleging infringing use of the Licensed Software in the Licensed Products
distributed prior to the date Axeda made available such current release to EFI.


17. DISCLAIMER
         EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AXEDA DISCLAIMS ANY
AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED
SOFTWARE INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR
DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND
ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.
         EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EFI DISCLAIMS ANY AND
ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED
PRODUCTS INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR
DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND
ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.


18. LIMITATIONS ON LIABILITY
         Except with respect to Royalty Payment obligations hereunder, the
maximum liability of each Party to the other under this Agreement shall be
limited to the aggregate amount of Royalties that EFI has paid to Axeda. In no
event shall either Party be liable for any loss of profits, any incidental,
special, exemplary, punitive, or consequential damages. The limitations set
forth in the preceding two sentences shall not apply in connection with a breach
of Section, 10, 11, and 19 or with respect to indemnification obligations under
Section 16 that relate to infringement of any patent, copyright, trademark, or
other proprietary right. This limitation upon damages and claims is intended to
apply without regard to whether other provisions of this Agreement have been
breached or have proven ineffective.

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19. CONFIDENTIALITY

a. The Receiving Party shall preserve all Confidential Information in
confidence, using at least the same physical and other security measures as the
Receiving Party uses for its own proprietary information of a similar nature.

b. No Receiving Party shall remove, obscure or deface any proprietary legend or
copyright legend relating to the Disclosing Party's rights, on or from any
tangible embodiment of any Confidential Information, without the Disclosing
Party's prior written consent.

c. Except as may be otherwise permitted hereunder, the Receiving Party shall not
copy, duplicate, record, or otherwise reproduce any part of Confidential
Information without the prior written consent of the Disclosing Party. All such
copies, duplicates, records, or other reproductions shall be deemed to the sole
property of the Disclosing Party and fully subject to the obligation of
confidence set forth in this Section 19.

d. Subject to the terms and conditions of this Agreement, the Receiving Party
may disclose appropriate portions of Confidential Information to those of its
employees or independent contractors who have a substantial need to know the
specific information in question in connection with the Receiving Party's
exercise of rights or performance of obligations under this Agreement, provided
that:

          i. The  Receiving  Party shall  instruct all such  employees  that the
          Confidential  Information  is subject to the  obligation of confidence
          set forth by this Agreement.

          ii. The Receiving Party may disclose Confidential Information to those
          of its independent  contractors or subcontractors who have executed an
          appropriate  form  of  binding  nondisclosure  agreement  or  are  not
          otherwise obligated to preserve the Receiving Party's confidences.

e. If a Receiving Party is ordered by a court or other governmental body of
competent jurisdiction to disclose Confidential Information, or if it is served
with or otherwise becomes aware of a motion or similar request that such an
order be issued, the Receiving Party shall not be liable to the Disclosing Party
for disclosure of Confidential Information required by such order if the
Receiving Party complies with the following requirements:

     i. if an  already-issued  order calls for  immediate  disclosure,  then the
     Receiving Party shall  immediately move for or otherwise  request a stay of
     such order to permit the  Disclosing  Party to respond as set forth in this
     subparagraph;

     ii. the Receiving Party shall  immediately  notify the Disclosing  Party of
     the motion or order by the most expedient possible means; and

     iii. the Receiving  Party shall join or agree to (or at a minimum shall not
     oppose) a motion for similar  request by the Disclosing  Party for an order
     protecting the confidentiality of the Confidential  Information,  including
     joining  or  agreeing  to (or  nonopposition  to) a  motion  for  leave  to
     intervene by the Disclosing Party.

f. Except as may be otherwise permitted by this Agreement, no Receiving Party
shall disclose any Confidential Information to any third party without the prior
consent of the Disclosing Party.

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g. The Receiving Party shall maintain the confidentiality of the Disclosing
Party's Confidential Information during the Term and for a period of three (3)
years after the Term.

h. A Receiving Party shall immediately report to the Disclosing Party any
attempt by any Person of whom the Receiving Party has knowledge (i) to use or
disclose Confidential Information without authorization from the proprietary, or
(ii) to copy, reverse assemble, reverse compile or otherwise unlawfully reverse
engineer any part of Axeda's or EFI's Technology, as applicable.

i.  Subject  to the  terms  and  conditions  of this  Agreement,  upon  any
termination  of the  Receiving  Party's  right to  possess  and/or  use  certain
Confidential Information,  the Receiving Party shall turn over to the Disclosing
Party  (or,  if agreed by the  Disclosing  Party,  destroy)  any  disks,  tapes,
documentation, drawings, blueprints, notes, memoranda, specifications,  devices,
documents,   or  any  other  tangible   embodiments  of  any  such  Confidential
Information.

j. Within fifteen (15) days after the Receiving Party's receipt of the
Disclosing Party's written request for the return of Confidential Information,
or the termination or expiration of this Agreement, all of the Disclosing
Party's Confidential Information and all copies thereof in the Receiving Party's
possession or control shall be returned to the Disclosing Party or destroyed by
the Receiving Party at the Receiving Party's option (except when that
termination or expiration is in connection with a Source Code Escrow Agreement
release condition, in which case copies need to be returned upon expiration of
the rights identified in Section 8 or the Source Code Escrow Agreement relating
to a license in the Source Materials). The Receiving Party shall then certify
the same in writing and that no copies have been retained by the Receiving Party
or its employees or agents.

k. Notwithstanding any other provision of this Agreement, each Party agrees that
money damages would not be a sufficient remedy for any breach of Section 19 this
Agreement and that in addition to all other remedies that may be available, each
Party shall be entitled to seek equitable relief as a remedy for such breach.


20. ADVISORY BOARD; DISPUTE RESOLUTION PROCEDURE

a. Advisory Board.

          i. The Parties contemplate that disagreements  between the Parties may
          arise  over  time,  and that it may be  difficult  for the  Parties to
          easily  come to mutual  agreement  on how best to  proceed  under this
          Agreement.  In order to ensure that the  business  relationship  under
          this  Agreement  continues to meet the Parties'  respective and mutual
          business  objectives,  the Parties  will form an  advisory  board (the
          "Advisory Board") consisting of two to three senior managers from each
          Party.  Each Party shall  determine which of its senior managers shall
          be on the Board. Each Party may change its Advisory Board members from
          time to time, within its discretion.  The Advisory Board shall meet at
          least once each calendar  quarter to review the status of the Parties'
          business  relationship and to determine whether and to what extent any
          amendments to this  Agreement are mutually  desirable or other changes
          to the Parties'  business  relationship  are mutually  desirable.  The
          Advisory  Board shall also be  consulted in the event that the Parties
          anticipate  that a Dispute (as  defined  below) may arise so that such
          potential Dispute may be avoided.

b. Escalation. In the event that the Parties have any disagreement, dispute,
breach or claim of breach, non-performance, or repudiation arising from, related
to or in connection with this Agreement or any of the terms or conditions
hereof, or any transaction hereunder including but not limited to either Party's
failure or alleged failure to comply with any of the provisions of this

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Agreement (hereinafter collectively a "Dispute"), the Parties shall first
attempt to resolve the Dispute internally among the members of the Advisory
Board. To the extent such communications among the members of the Advisory Board
are in furtherance of resolving a Dispute, such communications shall be
considered to be for purposes of settlement, and such communications shall be
without prejudice to either Party in the event that any Dispute is adjudicated
between the parties, and such communications shall be inadmissible as evidence
in any proceeding between the parties concerning such Dispute, to the maximum
extent permitted by the applicable rules of evidence. If a Dispute is not
resolved by the foregoing discussions within thirty (30) days of a written
request for resolution, the Parties may mutually agree to submit the dispute to
the American Arbitration Association for arbitration by a single arbitrator
selected by the Parties. Such arbitration shall be governed by the commercial
arbitration rules of the American Arbitration Association.


c. Inability to Resolve Dispute. Notwithstanding the provisions of this Section
20, either Party may seek equitable relief at any time without the necessity of
first complying with the provisions of this Section 20.


21. FORCE MAJEURE

         Neither Party to this Agreement will be liable for any delay in
performance or inability to perform due to acts of God or the public enemy, war,
riot, embargo, fire, explosion, sabotage, flood, accident; or without limiting
the foregoing any circumstance of like or different character beyond its
reasonable control; or interruption of or delay in transportation, shortage or
failure of supply of raw materials or finished merchandise, labor trouble from
whatever cause arising; or compliance with any order, direction or request of
any governmental officer, department or agency.


22. TERM; TERMINATION; AND RENEWAL

a. Term and Renewal. The initial term of this Agreement shall be for five (5)
years from the Effective Date (the "Initial Term"). This Agreement will
automatically renew for successive one (1) year periods unless both Parties
mutually agree in writing to terminate the Agreement after the Initial Term or
any renewal term (the Initial Term, and any renewal thereof, collectively, the
"Term").

b. Termination.

          i. Consent.  The Parties may mutually  agree in writing at any time to
          terminate this Agreement.

          ii. One-Year  Termination Notice.  Either Party, at any time after the
          first year of the  Initial  Term of the  Agreement,  may give  written
          notice to the other Party of its intention to terminate the Agreement.
          Upon the  receipt  of such  written  notice  of  termination,  (i) the
          Exclusivity  Covenants  of the  terminating  party  (the  "Terminating
          Party")  shall remain in effect until the actual  termination  of this
          Agreement,  (ii) the  Exclusivity  Covenants  of the other Party shall
          automatically  terminate and shall be of no further force or effect as
          of the date of such  notice of  termination,  and (iii) the  effective
          date  of  termination  of the  Agreement  shall  occur  one  (1)  year
          following the date of receipt of such notice of termination.

          iii.  Material Breach.  In the event either Party materially  breaches
          any of its duties or obligations hereunder,  which breach shall not be
          cured within thirty (30) days after

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          written notice is given specifying the breach,  then the non-breaching
          Party may, by promptly  giving written notice thereof to the breaching
          Party,  terminate this Agreement as of a date specified in such notice
          of  termination.  If EFI breaches any of its  obligations set forth in
          Section  4.c.,  which  breach  shall not be cured within five (5) days
          after (i) written  notice is given  specifying  the breach and clearly
          stating  the five (5) day cure period for such  breach,  and (ii) such
          notice  of the  alleged  breach  and the five (5) day cure  period  is
          provided by at least one of Axeda's Advisory Board members to at least
          one of EFI's  Advisory  Board  members,  then Axeda may,  by  promptly
          giving written notice thereof to EFI,  terminate this Agreement and/or
          any  license  hereunder  as of a date  specified  in  such  notice  of
          termination.  If Axeda  breaches any of its  obligations  set forth in
          Sections  8.b.  through  8.e.,  which breach shall not be cured within
          thirty  (30) days after (i)  written  notice is given  specifying  the
          breach and  clearly  stating  the thirty (30) day cure period for such
          breach, and (ii) such notice of the alleged breach and the thirty (30)
          day cure period is provided  by at least one of EFI's  Advisory  Board
          members to at least one of Axeda's  Advisory Board  members,  then EFI
          may, by promptly  giving written  notice  thereof to Axeda,  terminate
          this Agreement as of a date specified in such notice of termination.

          iv.

          v. Bankruptcy.  If either Party files a petition (or is the subject of
          an involuntary petition) in bankruptcy; or is or becomes insolvent; or
          admits of a general  inability  to pay its debts as they  become  due;
          then this Agreement  shall  immediately  terminate  automatically  and
          without notice.

c. Effect of Termination.

          i. The  licenses  granted  under  Section 3 shall  terminate  upon the
          termination of this Agreement.  All authorized sublicenses of Licensed
          Software to Customers  pursuant to License  Agreements  shall continue
          after  termination  of this  Agreement  until the  termination of such
          License  Agreements;  provided  that any  amendments  to such  License
          Agreements shall require the written consent of Axeda.

          ii. In the event of any  termination of this  Agreement,  EFI shall be
          obligated to continue to pay Axeda Royalties under the Revenue sharing
          arrangement  in connection  with (a) License  Agreements  entered into
          before such termination  ("Existing Customer Contracts");  and (b) any
          Revenue  that  EFI  receives  after   termination  from  Customers  in
          connection  with  Licensed  Products  sold,  distributed  or otherwise
          deployed in the  Defined  Market.  Neither  Party shall enter into any
          agreement  in  the  Defined  Market  after  the  termination  of  this
          Agreement  with respect to Licensed  Products that have been installed
          or embedded prior to the termination date, or with respect to Customer
          Support  following the termination date without the written consent of
          the other Party.

          iii. No  termination  of this  Agreement  for any reason shall relieve
          either Party of or release either Party from those of its  obligations
          hereunder which subsist or are to be performed after such termination,
          including,  without  limitation,  EFI's  obligation  to  make  Royalty
          Payments to Axeda hereunder pursuant to Section 22.c.ii above.

          iv. The Parties shall agree to  commercially  reasonable  and mutually
          acceptable  obligations  of each  Party  to  provide  post-termination
          Customer  Support,  and shall use best efforts to do so within  thirty
          (30) days following the termination of this Agreement.

          v.  The  following   provisions  shall  survive  termination  of  this
          Agreement:  Sections  4, 6, 7, 8  (terminating  at the end of  Axeda's
          post-termination  support obligations  pursuant to Schedule 22.c.iv.),
          11, 13, 16, 17, 18, 19, 22 and 23.

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23. MISCELLANEOUS

a. Entire Agreement. This Agreement, together with the Schedules and Exhibits
hereto, constitutes the entire agreement between the Parties concerning the
subject matter hereof. No modification or amendment to this Agreement shall be
valid or binding unless reduced to writing and duly executed by the Party or
Parties to be bound thereby.

b. Reserved.

c. Independent Parties. The Parties are independent contractors. Except as
expressly provided otherwise in this Agreement, no partnership or joint venture
is intended to be created by this Agreement, nor any principal-agent or
employer-employee relationship. Except as otherwise provided in this Agreement,
neither Party has, and neither Party shall attempt to assert, the authority to
make commitments for or to bind the other Party to any obligation.

d. Effect of Partial Invalidity. If any one or more of the provisions of this
Agreement should be ruled wholly or partly invalid or unenforceable by a court
or other government body of competent jurisdiction, then: (i) the validity and
enforceability of all provisions of this Agreement not ruled to be invalid or
unenforceable shall be unaffected; (ii) the effect of the ruling shall be
limited to the jurisdiction of the court or other government body making the
ruling; (iii) the provision(s) held wholly or partly invalid or unenforceable
shall be deemed amended, and the court or other government body is authorized to
reform the provisions(s), to the minimum extent necessary to render them valid
and enforceable in conformity with the Parties' intent as manifested herein; and
(iv) if the ruling, and/or the controlling principle of law or equity leading to
the ruling, is subsequently overruled, modified, or amended by legislative,
judicial, or administrative action, then the provision(s) in question as
originally set forth in this Agreement shall be deemed valid and enforceable to
the maximum extent permitted by the new controlling principle of law or equity.

e. Further Actions. Each of the Parties hereto shall, at its own expense,
execute and deliver such documents and other papers and take such further
actions as may be commercially reasonable to carry out the provisions of this
Agreement and to give effect to the transactions contemplated by this Agreement.

f. Business Judgment. In any circumstance where this Agreement provides for
either Party to make a determination in its judgment, that judgment shall be
conclusive and binding unless it can be shown by clear and convincing evidence
that a prudent person in the management of his own affairs could not have made
the judgment in question in the same circumstances.

g. Assignment. Neither Party may assign any right under this Agreement, and any
purported assignment shall be null and void and a breach of this Agreement,
except for the following or as otherwise provided herein: (i) either Party may
assign this Agreement with the express prior written consent of the other Party;
and (ii) either Party may assign all of its rights indivisibly in connection
with the sale or other disposition of substantially all the assets of the
Party's business relating to the Licensed Software or Licensed Products (as
applicable) to a single acquiring entity; and (iii) either Party may assign all
of its rights and obligations to an Affiliate of such Party, so long as the
assigning Party remains jointly and severally liable with such Affiliate for any
breach of this Agreement. The acquiring entity must agree in writing to comply
with the assigning Party's obligations under, and to be bound by, this
Agreement.

h. Notices. Notices hereunder shall be delivered and effective as follows:

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          i. Every notice required or contemplated by this Agreement to be given
          by either  Party may be delivered in person or may be sent by courier,
          facsimile,  express  mail,  overnight  delivery  service,  or  postage
          prepaid  certified or registered air mail (or its equivalent under the
          laws of the country where mailed),  addressed to the Party for whom it
          is intended, at the address specified in this Agreement.  Either Party
          may change its address for notice by giving  notice to the other Party
          of the change.

          ii.  Any  written  notice  shall be  effective  no later than the date
          actually received. Unless otherwise provided in this Agreement, notice
          by courier,  express mail, certified mail, or registered mail shall be
          effective on the date it is officially recorded as delivered by return
          receipt or equivalent and in the absence of such record of delivery it
          shall be rebuttably  presumed to have been  delivered on the fifth (5)
          business day after it was deposited,  first-class  postage prepaid, in
          the mails.  Notice by telex or telegraph  shall be deemed given at the
          time it is delivered,  but in any event no later than one business day
          after dispatch. Notice not given in writing shall be effective only if
          acknowledged in writing by a duly  authorized  officer of the Party to
          whom  it was  given.  As  used in  this  section  concerning  notices,
          references to a particular  date means the date itself,  if a business
          day, otherwise the first business day after the date.

          iii.  All  notices  will be sent to the  respective  addresses  of the
          Parties set forth on the first page of this  Agreement,  provided that
          either Party may change its address for notices by giving  notice of a
          new address to the other Party in accordance with this Section 21.h. A
          copy of each notice to EFI will also be sent to:

                           Electronics for Imaging, Inc.
                           303 Velocity Way
                           Foster City, California 94404
                           Attention: General Counsel
                           Fax: 650-357-3776

A copy of each notice to Axeda will also be sent to:


                           Axeda Systems
                           21 Oxford Road
                           Mansfield, MA 02038
                           Attention: General Counsel
                           Fax: 610-695-8503

i. Remedies. Except as otherwise provided in this Agreement, the remedies set
forth herein are not exclusive, and either Party shall be entitled alternatively
or cumulatively to damages for breach of this Agreement or to any other remedy
available under applicable law.

j. No Waiver. The failure of either Party at any time to require performance by
the other Party of any provision of this Agreement shall in no way affect the
right of such Party to require performance of that provision. Any waiver by
either Party of any breach of any provision of this Agreement shall not be
construed as a waiver of any continuing or succeeding breach of such provision,
a waiver of the provision itself of a waiver of any right under this Agreement.

k. Binding on Successors. This Agreement shall be binding upon and inure to the
benefit of the Parties and their successors and permitted assigns.

l. Section Headings. The section headings contained in this Agreement are for
reference purposes only and shall not in any way control the meaning or
interpretation of this Agreement.

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m. Mutual Negotiation. This Agreement has been negotiated and prepared at the
joint request, direction, and construction of the Parties, at arms length, with
the advice and participation of counsel for each Party, and shall be interpreted
in accordance with its terms and without favor to any Party.

n. Counterparts. This Agreement may be executed in separate counterparts, each
of which so executed and delivered shall constitute an original, but all such
counterparts shall together constitute one and the same instrument. Any such
counterpart may comprise one or more duplicates or duplicate signature pages
and/or initialed pages, any of which may be executed by less than all of the
Parties, provided that each Party executes at least one such duplicate or
duplicate signature page and/or initialed page. The Parties stipulate that a
photocopy of an executed original shall be admissible in evidence for all
purposes in any proceeding as between the Parties.

o. Choice of Law. This Agreement is made under, and will be construed and
enforced in accordance with, the substantive laws of the state of California,
without giving effect to principles of conflicts of law.

p. Public Announcements. Subject to the provisions of Section 10 of this
Agreement, or as may be required by law or the rules of the Nasdaq National
Market, each Party may, within its discretion, make public statements and/or
issue press releases with respect to the Agreement or the transactions
contemplated hereby. Each Party agrees to provide reasonable cooperation to the
other Party with respect to providing quotes or approval for quotes in press
releases to be issued by such other Party, which approval shall not be
unreasonably withheld, conditioned or delayed; provided, however, that neither
party shall be obligated to participate in a joint press release, except as
provided in this Section 23.p. The parties agree that upon securing its first
Customer under this Agreement who is willing to be quoted in a press release,
the parties will issue a joint press release concerning such Customer (subject
to the approval of such Customer), as soon as reasonably practical.


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         WITNESS THE DUE EXECUTION AND DELIVERY HEREOF AS OF THE DATE FIRST
STATED ABOVE.

ELECTRONICS FOR IMAGING, INC.            AXEDA SYSTEMS OPERATING COMPANY INC.


By:/s/Fred Rosenzweig                   By: /s/ Dale Calder
   ---------------------                   ------------------------

Name: Fred Rosenzweig                    Name: Dale Calder

Title: President                         Title: President
       ---------                                ---------

Date: July 25, 2002                      Date: July 25, 2002
      --------------                           --------------



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                             Schedules and Exhibits

Exhibit 1A        Axeda's current standard Master Software License Agreement

Exhibit 1B        Axeda's current standard End User License Agreement

Exhibit 2.a.i.    Initial Statement of Work

Exhibit 8         Form of Source Code Escrow Agreement

Schedule 1        Definition Schedule

Schedule 1A       Licensed Software

Schedule 1C       Licensed Trademarks & EFI Trademarks

Schedule 1D       Source Materials

Schedule 2.b      Initial Administrative Managers and Technical Managers

Schedule 3.a.     INTENTIONALLY LEFT BLANK

Schedule 5        INTENTIONALLY LEFT BLANK

Schedule 6.a.     Revenue Sharing Models Within the Defined Market

Schedule 7.a      Royalty Payment Models

Schedule 9.a.     Initial Relationship Account Managers

Schedule 14.a     Support Services and Initial Support Contacts



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                                   Exhibit 1A
           Axeda's current standard Master Software License Agreement

MASTER SOFTWARE LICENSE AGREEMENT

Axeda Systems Operating Company, Inc., a corporation having its principal
offices at 89 Forbes Boulevard, Mansfield, MA 02048 (hereinafter referred to as
"Axeda"), and __________________________, a ___________________ corporation
having its principal offices at _________________________________________
(hereinafter referred to as "Customer"), in consideration of the mutual
obligations set forth hereinafter and intending to be legally bound, hereby
agree as follows:


1.     DEFINITIONS

"Device Model(s)" means the Customer manufactured device(s) listed on a Sales
Schedule to this Agreement.

"Axeda Application Portal(s)" means the Axeda user interface portals licensed by
Customer and listed in a Sales Schedule to this Agreement, which may include (a)
system administration portal(s) for managing the Software, (b) device portal(s)
for configuring and managing the Device Model(s), and/or (c) service portal(s)
for monitoring and controlling the Device Model(s).

"Axeda Connector" means the Axeda Connector software listed in a Sales Schedule
to this Agreement.

"Axeda Enterprise Server(s)" means the Axeda Enterprise Server software
system(s) listed in a Sales Schedule to this Agreement and all software
components included therein.

"Axeda Development Tool(s)" means the Axeda Development Tools software listed in
a Sales Schedule to this Agreement.

"Maintenance Releases" means any error corrections, modifications, revisions,
enhancements or new releases to Software operating in Customer's Operating
Environment that Axeda elects to supply to its licensees that are receiving
maintenance services, but does not include any major upgrade, new version or new
product that Axeda separately prices and licenses.

"Named User" means a single specific individual authorized to use a single Axeda
Application Portal system on a single computer, regardless of whether the
individual is actively using the program(s) at any point in time. For example,
if the same individual is authorized to access two different Axeda Application
Portals, this counts as two Named Users.

"Sales Schedule" means the schedule(s) to this Agreement signed by both parties
from time to time that, when completed, set forth the Software and certain other
terms that Axeda and Customer agree upon.

"Operating Environment" means the operating system(s) and database(s) specified
in a Sales Schedule.

"Site(s)" means the location(s) specified in a Sales Schedule.

"Software" means the standard version of Axeda Application Portal(s), Axeda
Connector, Axeda Enterprise Server(s),

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          Axeda  Development  Tool(s),  and any other Axeda computer  program or
          programs,  as specified  in a Sales  Schedule to this  Agreement,  and
          includes  only  machine  readable  (object)  code and any  Maintenance
          Releases supplied to Customer.

2.      SCOPE OF AGREEMENT. This Agreement, together with each Sales Schedule,
        constitutes a separate agreement for the Software and services listed on
        the applicable Sales Schedule.

3.      GRANT OF LICENSE. Subject to compliance by Customer with this Agreement,
        and payment of applicable license fees, Axeda hereby grants to Customer,
        in perpetuity unless terminated as provided below, a fully paid,
        non-exclusive, nontransferable license (without the right of sublicense)
        (the "License") to install, execute, copy for archival purposes, and use
        the Software and related end user documentation supplied by Axeda,
        solely for Customer's ordinary and internal business purposes in
        connection with the servicing of Device Model(s), and subject to the
        following:

          (i) Axeda  Enterprise  Server(s)  may be installed and run only on the
          number of server(s),  having the number of central processing unit(s),
          as set out in the applicable Sales Schedule,

          (ii) Axeda Enterprise  Server(s) may be installed only at the Site(s),
          unless  Axeda,  Customer  and a third  party  outsource  company  have
          entered into a separate license agreement allowing such Software to be
          installed at the third party's facility;

          (iii) Axeda Connector may be used only with Axeda Enterprise Server(s)
          (and not on a stand-alone  basis), and may embedded only on the Device
          Model(s)  type   referenced  in  the  Sales   Schedule  on  behalf  of
          customer(s) of Customer who are bound by a license agreement affording
          such Software  with license and  confidentiality  protections  no less
          protective than those set forth in this Agreement,

          (iv)  Axeda  Application  Portal(s)  may be used only by the number of
          Named User(s) listed in the applicable Sales Schedule; and

          (v) Axeda Development Tools are limited to the number of copies listed
          in  the  applicable  Sales  Schedule.  4.  DELIVERY  OF  PRODUCTS  AND
          SERVICES.

4.1 Delivery. Axeda shall use its commercially reasonable efforts to deliver
ordered Software within thirty (30) days after its

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execution  of the Sales  Schedule or on such other date as may be specified in
the Sales Schedule.

4.2 Services. Axeda or its designee shall supply professional services, such as
installation, integration and/or training services, as specified in a Sales
Schedule. Customer is granted a non-exclusive, non-transferable license to use
any software (or modifications to Software) developed or delivered by Axeda as
part of professional services, in connection with and during its permitted use
of the Software under this Agreement. If Customer and Axeda have entered into a
separate professional services agreement related to any services, such separate
agreement shall govern the services relationship covered thereunder.

5. MAINTENANCE. Customer shall purchase maintenance services for the Software as
described in Appendix A to this Agreement.

6.     FEES, BILLING AND PAYMENT.

6.1 Software and Services Fees. Customer shall pay Axeda or its designee (i) the
license and service fees specified in, and in accordance with the payment terms
in, the applicable Sales Schedule and (ii) within thirty (30) days of the date
of invoice, all reasonable travel and out-of-pocket expenses incurred by Axeda
or its designee in connection with any services provided hereunder. Fees do not
include sales, use, value added or other excise tax. Customer shall pay or (if
paid by Axeda) reimburse Axeda for all such taxes based on this Agreement or
fees payable hereunder (but not any taxes based upon Axeda's gross revenues or
net income), together with any interest on such taxes if not due to Axeda's
delay. Amounts not paid when due shall be subject to interest at one and
one-half percent (1-1/2%) per month or, if less, the maximum rate of interest
allowed by law, calculated from the due date.

6.2 Maintenance Fees. Annual maintenance fees shall be paid prior to the first
day of the annual maintenance period for the Software. As to annual maintenance
periods after the first, if Customer has not given notice of termination, Axeda
shall invoice Customer for the annual fees not less than thirty days prior to
the first day of the period.

7.     AXEDA'S INTELLECTUAL PROPERTY.

7.1 Ownership. Ownership of the Software, any related documentation, copies and
derivatives of the Software or documentation (in whole or in part), and all
related copyright, patent, trade secret and other proprietary rights, are and
will remain the exclusive property of Axeda and/or its licensors.

7.2 Customer's Obligations. Customer shall (i) not disclose or provide any
Software or related documentation (or any modifications or derivatives thereof)
or any other non-public information related to Axeda's products or business, to
any other party, (ii) not attempt to or knowingly permit or encourage others to
attempt to alter, reverse engineer, disassemble, decompile, decipher or
otherwise decrypt or discover the source code to the Software except and only to
the extent permissible by applicable law despite such prohibition, (iii) not use
the Software for any timesharing, service bureau, subscription, rental or
similar uses

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without the express prior written consent of Axeda, (iv) not copy any Software,
except that Customer may make one machine-readable copy of each Software
product for security backup purposes only and may copy the Software when the
copying is an essential step in the use of the Software permitted by the
License, (v) limit access to Software to its employees and consultants who
require access in connection with Customer's use of Software and who have agreed
in writing or are otherwise legally bound to observe Customer's obligations
hereunder, (vi) take all reasonable precautions to prevent unauthorized or
improper use or disclosure of the Software, and (vii) reproduce on any copies of
Software, and not remove, all titles, trademarks, and copyright and other
proprietary or restrictive legends or notices. Customer's nondisclosure
obligations shall not apply to any information, which is or becomes publicly
available through no fault of Customer; is independently developed by Customer
without use of Axeda's confidential information; or is rightfully obtained
without restriction on disclosure through a chain of parties not originating in
the breach of any obligation to Axeda. Customer specifically agrees that, in the
event that a material breach by Customer of its obligations under this Section,
Axeda shall be entitled to an injunction or similar equitable relief ordering
the cessation of such breach immediately upon request to a court of competent.

7.3 Security Measures. Axeda may from time to time implement password
protection, anticopying subroutines or other security and/or license management
measures for the Software. In addition, to assist Axeda in the protection of its
intellectual property rights (including compliance with the Licenses), Customer
will permit representatives of Customer at all reasonable times upon prior
notice to inspect the location(s) at which the Software is being used or kept
and the computers on which it is being used.

8.     WARRANTY; INDEMNITY; DISCLAIMERS.

8.1 Warranty. Axeda represents and warrants that it is the lawful owner or
licensee of the Software, that to the best of its knowledge, the Software does
not infringe upon any U.S. patent, trademark, copyright or other intellectual
property right of any other party, and that Axeda has full legal power and
authority to license the Software to the Customer as provided in this Agreement.

8.2 Indemnity. If a claim is made or an action brought that Software (or any
component thereof) infringes a United States patent, copyright, or trademark,
Axeda will indemnify Customer and hold it harmless against such claim and
resulting costs, damages and attorneys fees finally awarded or agreed to in
settlement, provided that (i) Customer promptly notifies Axeda in writing of the
claim, and (ii) Axeda has sole control of the defense and all related settlement
negotiations. Axeda's obligations under this Section are conditioned on
Customer's agreement that if the Software, or the use or operation thereof,
becomes, or in Axeda's opinion is likely to become, the subject of such a claim,
Axeda may at its expense, either procure the right for Customer to continue
using the Software or, at Axeda's option, replace or modify the same so that it
becomes non-infringing (provided such replacement or modification does not
materially adversely affect Customer's intended use of the Software as
contemplated hereunder). If neither of the foregoing

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alternatives  is  available  on  terms  which  are  reasonable  in  Axeda's
reasonable  judgment,  Customer  will return the Software on written  request by
Axeda and Axeda will credit or (at Customer's option) refund to Customer license
fees paid for such Software less  depreciation  on a straight line basis over an
assumed  five-year life.  Axeda shall have no liability for any claim based upon
(a)  the  combination,  operation  or use of any  Software  with  materials  not
supplied by Axeda if such claim would have been  avoided by use of the  Software
alone  (b) a  modification  of any  Software  that  is  not  done  or  expressly
authorized in writing by Axeda, or (c) use of other than the latest commercially
available  version  of the  Software  provided  to  Customer,  to the extent the
infringement  would have been  avoided  by use of such  version.  THE  FOREGOING
STATES  THE SOLE  REMEDY OF  CUSTOMER  AND THE ENTIRE  OBLIGATION  OF AXEDA WITH
RESPECT TO INFRINGEMENT.

8.3 DISCLAIMERS. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO
WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING OR
RELATING TO SOFTWARE OR TO ANY OTHER MATERIALS, GOODS OR SERVICES FURNISHED TO
CUSTOMER HEREUNDER OR IN CONNECTION HEREWITH. AXEDA SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Software programs for
business use are inherently complex, and Customer is solely responsible for the
evaluation of its software requirements, selection of software to satisfy those
requirements, and verification of resulting data.

9. LIMITATION OF LIABILITY. Except with respect to Axeda's obligation under
Section 8.2, and regardless of the form of action (whether in contract, tort,
breach of warranty or otherwise), IN NO EVENT (i) SHALL AXEDA'S (OR ITS
LICENSORS' OR SUPPLIERS') MAXIMUM LIABILITY FOR ALL DAMAGES EXCEED ACTUAL DIRECT
DAMAGES CAUSED BY THE SPECIFIC PRODUCT OR SERVICE COMPLAINED OF, (ii) SHALL
AXEDA'S (OR ITS LICENSORS' OR SUPPLIERS') MAXIMUM LIABILITY FOR ALL DAMAGES
EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID HEREUNDER PLUS SERVICES FEES PAID
HEREUNDER IN THE 12 MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (iii) SHALL
AXEDA (OR ANY OF ITS LICENSORS OR SUPPLIERS) BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED
TO LOST BUSINESS PROFITS AND LOSS, DAMAGE OR DESTRUCTION OF DATA) EVEN IF AXEDA
HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. No limitation as to damages for
personal injury is hereby intended. Some states do not allow the exclusion or
limitation of incidental or consequential damages under certain circumstances
and the above exclusion or limitation may not apply.

10. TERM AND TERMINATION. This Agreement shall become effective upon execution
by authorized representatives of both Axeda and Customer and shall continue in
effect until terminated in accordance with its terms. Axeda may terminate this
Agreement and/or any License or Sales Schedule

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hereunder  (i) if Customer  breaches  any of its  obligations  set forth in
Section 7, then upon written notice  specifying  such breach,  effective two (2)
business days after receipt unless Customer cures such breach within the two (2)
day period,  or (ii) if Customer  breaches any other material  obligation  under
this  Agreement  with respect to any  License(s)  or Sales  Schedule  (including
without limitation any payment obligation),  then by written notice to Customer,
effective  as to such  License(s)  and/or Sales  Schedule 30 days after  receipt
unless  Customer cures such breach within the 30-day  period.  On termination of
any License,  Customer  shall make no further use of the  affected  Software and
shall  immediately  deliver to Axeda or destroy the  original  and all copies of
such  Software and provide its notarized  certificate  to Axeda that it has done
so, except that upon Axeda's  written  consent (which shall not be  unreasonably
withheld)  Customer  may  retain a copy of any  terminated  Software  solely for
archival  purposes.  Termination  shall not  affect  any  rights  accrued  prior
thereto.  Sections 6, 7, 8, 9, 10, 11 and 12 shall survive  termination  of this
Agreement or any License.

11. DISPUTE RESOLUTION. In the event of any controversy, dispute or claim
between Axeda and Customer under, arising out of or related to this Agreement
(including but not limited to, claims relating to breach, termination, fraud or
misrepresentation, or the invalidity, illegality or voidness of this Agreement)
whether based on contract, tort, statute or other legal theory (collectively
referred to hereinafter as "disputes"), the parties shall follow the dispute
resolution procedures set forth below. The parties shall first attempt to
resolve a dispute, at the written request of either party, through discussions
between an authorized senior management representative of Axeda and an
authorized senior management representative of Customer. If a dispute is not
resolved by the foregoing discussions within thirty (30) days, the parties
agree, at the written request of either party, to submit the dispute to a sole
mediator selected by the parties or, at the option of either party, to mediation
by the American Arbitration Association ("AAA"). The good faith pursuit of the
foregoing mediation procedure is a condition precedent to the commencement of
any arbitration or other legal proceedings hereunder.

12. MISCELLANEOUS.

12.1 Publicity. Upon signing of this Agreement, Customer grants Axeda the right
to add Customer's name and company logo on its customer list and web site and
publicly announce that Customer has entered into a formal relationship with
Axeda. Upon request of Axeda, Customer agrees to issue a joint press release
announcing the relationship of Axeda and Customer within thirty days of the
execution of this Agreement, the content of which shall be mutually agreed
between the parties.

12.2 Third Party Products. Third party products supplied under this Agreement
are licensed for use solely with the Axeda products licensed to Customer under
this Agreement and may not be used on a stand-alone basis or with any other
third party products.

12.3 Export Control. Customer acknowledges that the export of any Software is or
may be subject to export or

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import  control  and  Customer  agrees  that any  Software or the direct or
indirect  product thereof will not be exported (or re-exported from a country of
installation)  directly or  indirectly,  unless  Customer  obtains all necessary
licenses  from the U.S.  Department  of Commerce or other  agency as required by
law.


12.4 U.S. Government Restricted Rights. Use, duplication, or disclosure of the
Software by the U.S. government is subject to the restrictions set forth in
subparagraph (C)(1)(ii) of the Rights in Technical Data and Computer Software
clause at DFARS 252.227-7013, and subparagraphs (C)(1) and (2) of the Commercial
Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

12.5 Non Assignment. Customer shall not sell, assign, or otherwise transfer to
any third party this Agreement or any of its rights or obligations hereunder
without the prior written consent of Axeda. All other transfers by Customer
(including transfers by merger or other operation of law) shall be null and
void.

12.6 Entire Agreement. This Agreement, which includes the Sales Schedule(s) and
Appendices hereto, contains the entire agreement between the parties with
respect to the subject matter hereof, supersedes all other oral and written
representations, understandings, proposals and other communications between the
parties, and is binding upon the parties and their permitted successors and
assigns. This Agreement may be modified or amended only by a written instrument
executed by the authorized representatives of both of the parties, and not by
the terms of Customer's purchase order or other communication. This Agreement
shall apply to all Software and services ordered by Customer or delivered to
Customer by Axeda, except for services, which are supplied under a separate
written services agreement, executed by the parties.

12.7 Governing Law. This Agreement shall be governed by, and interpreted and
enforced in accordance with, the substantive laws of the State of Delaware, USA,
without regard to its conflict of laws principles. The parties agree that the
United Nations Convention on Contracts for the International Sale of Goods shall
not apply to any transaction between the parties.

12.8     Reserved.

12.9 Governing Language. This Agreement is in the English language, and any
translation of this Agreement into other languages shall be solely for the
convenience of the parties. To the extent that there are any conflicts between
the English language version of this Agreement and any foreign translation, the
English language version of this Agreement shall govern.

12.10 Independent Contractors. Axeda and Customer are independent contractors,
and nothing in this Agreement shall be construed as making them partners or as
creating the relationships of employer and employee, master and servant, or
principal and agent between them, for any purpose


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whatsoever.   Neither  party  shall  make  any  contracts,   warranties  or
representations or assume or create any other  obligations,  express or implied,
in the other party's name or on its behalf.

12.11 Notices. All notices given under this Agreement shall be in writing. Any
notice under this Agreement if delivered by hand, sent by facsimile, or mailed
via overnight courier, shall be deemed given on the business day following the
sending of such notice, and any notice sent via mail shall be deemed given on
the third business day following the mailing of any such notice, postage paid,
to the address set forth above.

12.12 General. In no event shall either party be liable for any delay or failure
to perform under this Agreement which is due to causes beyond the reasonable
control of such party. To the extent that any provision of this Agreement is
found to be void or unenforceable, such provision shall be without effect and
the remainder of the Agreement shall be enforced to the full extent of the law.
No action arising out of or related to this Agreement may be brought by either
party more than one year after the cause of action was or reasonably should have
been discovered or, in the case of an action for nonpayment, more than two years
after the date the last payment was due.

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND
AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

Axeda Systems Operating Company, Inc.                     Customer:




By: ________________________            By: ____________________________________
     Authorized Signature                   Authorized Signature

----------------------------                ------------------------------------
Name (Print or Type)                          Name (Print or Type)

---------------------------                  -----------------------------------
Title                                                     Title

---------------------------                 ------------------------------------
Date                                                      Date


[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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                                   Appendix A
                                Maintenance Terms
1.0      General


Axeda requires purchase of one year of maintenance with all Axeda products. Cost
is based on percentage of list price of all covered Licenses. Customer may elect
Standard or Gold services as indicated on the Sales Schedule.

a. Standard support and maintenance is currently priced at 18% of net software,
and consists of:

o    Maintenance Releases

o    Limited  access to bug fix  information  and  patches on the Axeda web
     site

o    Technical  assistance  by  telephone  and/or  e-mail,   during  normal
     business hours (9:00 a.m. to 5:00 p.m. EST), excluding Axeda holidays

o    Non-technical  Customer  service by  telephone  and/or  e-mail  during
     normal business hours

o    Ability to log assistance requests through the Axeda web site


b. Gold support and maintenance is currently priced at 23% of net software, and
consists of:


  All of the above plus:

o    Technical assistance 24 hours per day, 7 days a week

o    Priority call routing and resolution in accordance with the escalation
          process set out below.

o    Coordinated Technical Support plan

o    Maintenance and software migration planning

     Axeda will  assist the  Customer  in  assessing  the impact of new Software
     maintenance  releases  or product  upgrades on the  functionality  and
     operation of the Customer  application and make  recommendations as to
     the timing of migration to the new fixes and features.

o   Support Account Management (SAM).

     Axeda will assign a specific  support  account  manager to oversee  general
     support  activities for Customer.  The SAM will have a working knowledge of
     the Customer  application  and will act as the key support  advocate of the
     Customer in activities  ranging from support planning to problem escalation
     management.

o    Any  other  benefits  then  supplied  by Axeda to Gold  level  support
     customers generally.

2.0      Response Goals

     Axeda  technical  support offers the Customer a single point of contact for
     all product support questions. The Customer will call the technical support
     hotline and the call  coordinator  will work to address customer issues per
     the specified response time goals as a function of problem severity.

     When reported  problems yield  anticipated or actual  response times beyond
     the stated goals,  issues are escalated to the VP of Customer Service,  and
     if  applicable  the  Customer  SAM,  who are  consulted  to assist with the
     problem until the situation is resolved.

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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        ==================== ===================== =======================

                               Initial Response     Resolution Response
          Severity Level             Time                Time Goal
        ==================== ===================== =======================
        -------------------- --------------------- -----------------------

                 1                 2 hours                24 hours
        -------------------- --------------------- -----------------------
        -------------------- --------------------- -----------------------

                 2                 12 hours               48 hours
        -------------------- --------------------- -----------------------
        -------------------- --------------------- -----------------------

                 3                 24 hours                7 days
        -------------------- --------------------- -----------------------
        -------------------- --------------------- -----------------------

         4 (Info request)          2 hours              1 to 7 days
        ==================== ===================== =======================


"Initial Response Time" is the goal for the time for Axeda to verify,
acknowledge and assess the reported defect and to estimate the time for delivery
of the resolution.

"Resolution Response Time Goal" is the best-case estimate of the time required
to provide a documented fix that restores full functionality to the customer.


3.0  The following is the problem severity description:

Severity 1 - Critical Business Impact
The Software, in a supported configuration, has complete loss of service for
which no workaround exists and the Customer's use of the Software cannot
reasonably continue until the problem is resolved.

Severity 2 - Serious Business Impact
The Software is causing significant or degraded loss of Customer's use. This can
be defined as a major product flaw with a workaround, or a minor product flaw
without a workaround. The customer's workflow is seriously impacted but product
use has not stopped.

Severity 3 - Minor Business Impact.
The Software has minor loss of Customer's use. This can be defined as a minor
product flaw with a workaround or a minor problem with a non-integral part of
the Software's workflow that does not impact general use of the product.

Severity 4 - Information Request with No Business Impact.
The Software is in full working mode but information is requested or reported.
Customer's work is not being impeded at this time.

4.0      Additional Terms:

o             Third party products (those not owned by Axeda) may be subject to
              a vendor initiated upgrade fee. In this case Axeda will pass this
              fee on to their Customers.

o             Axeda will not be responsible to provide service or support when
              the problem is the result of faulty hardware or software that (i)
              Axeda did not provide or (ii) Axeda has not contracted with
              Customer to support under this agreement. Axeda reserves the right
              to bill Customer for such non-supported service at Axeda's
              standard time and material charges for services that fulfill this
              criteria.

o             Maintenance services are not on-site services. If Customer needs
              or desires on-site maintenance services, such services are
              available at Axeda's standard time and material charges.


o             Axeda may discontinue support and maintenance for any Software
              product that Axeda has discontinued. In such event, Axeda will
              credit Customer's account for a pro rata portion of any prepaid
              maintenance fees under this Agreement.

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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o              Customer  shall  pay  Axeda an  annual  maintenance  fee,  per
               licensed  copy  of a  Software  product  for  which  Customer  is
               receiving  Maintenance,  equal  to  the  percentage  of  the  net
               software  price or  other  pricing  mechanism  in  effect  at the
               beginning of each annual  maintenance  term.  Axeda  reserves the
               right to change its maintenance fees from time to time by written
               notice to  Customer,  provided  (i) that no such  change  will be
               effective until the beginning of the following annual maintenance
               term or ninety (90) days after such  notice,  whichever is later,
               and (ii) that no maintenance fees shall be increased by more than
               seven (7%) during any 12-month  period  (except  increases due to
               additional licenses). Fees do not include sales, use, value added
               or other  excise  tax.  Customer  shall pay or (if paid by Axeda)
               reimburse  Axeda for all such taxes  based on this  Agreement  or
               services provided hereunder (but not any taxes based upon Axeda's
               gross revenues or net income), together with any interest on such
               taxes if not due to Axeda's delay.

o             Customer shall at all times maintain two (2) appropriately
              qualified persons as its support representatives and keep Axeda
              informed of their identities. Support calls to Axeda shall be
              routed through such representatives.


[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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<PAGE>



                                    [SAMPLE]

                                 SALES SCHEDULE


CUSTOMER:                                                       Telephone:
Address:                                                        Fax:


                Ship To:
BILL TO:  ____________________________________  Name:___________________________
Address:  ____________________________________  Address:________________________
          ____________________________________  Telephone:______________________
(attach separate sheet if needed)

********************************************************************************

SOFTWARE ORDERED:  Release.:_______              H/W SUN      O/S  Solaris
                                                 ---------   ---------------
Media Type:       CD       Number of Users           Serial #___________
                    -------               -----------

------------------------------- ------------------------------------------------
Model                           Description                             Price
--------------------- --------------------------------------------   -----------
ENT-BASE-SOL                    Enterprise Server Base Edition
                                on Solaris system with single CPU.
--------------------- ---------------------------------------------   ----------
APP-ADMIN                       Axeda Administration right to use,
                                users not included
--------------------- ---------------------------------------------   ----------
APP-ADMIN-USER-5                License for 5 additional named
                                users to Device Application.
--------------------- ---------------------------------------------   ----------
APP-SERV                        Service Application right to use,
                                users not included
--------------------- ---------------------------------------------   ----------
APP-SERV-USER-5                 License for 5 additional named
                                users to Service Application.
--------------------- ---------------------------------------------   ----------
MAINT-STANDARD                  Standard support and maintenance
                                program (ANNUAL FEE). 18% of net
                                software
--------------------- ---------------------------------------------   ----------
DEVICE MODEL(S)
--------------------- ---------------------------------------------   ----------

Total
--------------------- ---------------------------------------------   ----------

********************************************************************************
Additional Terms, if applicable: Payment due net 30


********************************************************************************

This Sales Schedule is entered into under and is subject to the terms of the
Master Software License Agreement between the parties below dated
_________________________.

Customer:                                 Axeda Systems Operating Company, Inc.

By:  ________________________________     By: __________________________________

Name and Title: ______________________    Name and Title: ______________________

Date: ________________________            Date:_________________________

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                       34
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                                   Exhibit 1B
               Axeda's current standard End User License Agreement



              END-USER LICENSE AGREEMENT FOR AXEDA SYSTEMS SOFTWARE

IMPORTANT-READ CAREFULLY: This Axeda Systems End-User License Agreement ("EULA")
is a legal agreement between you (either an individual or a single entity) and
Axeda Systems Inc. (or one of its subsidiaries) for the software product
identified above, which includes computer software and associated media and
printed materials, and may include "online" or electronic documentation
("SOFTWARE PRODUCT" or "SOFTWARE"). Nothing other than this EULA grants you
permission to use the SOFTWARE PRODUCT. Therefore, by installing, copying, or
otherwise using the SOFTWARE PRODUCT, you indicate your acceptance of this EULA
and agree to be bound by the terms and conditions of this EULA.

If this SOFTWARE PRODUCT was purchased as part of an enterprise software system,
then: (a) in addition to this EULA, your use of this SOFTWARE PRODUCT is also
governed by the terms and conditions of a written and signed software license
agreement (the "SLA") between Axeda Systems Inc. (or one of its subsidiaries)
and a business entity to whom this software is licensed; (b) you are only
authorized to use this SOFTWARE PRODUCT if such business entity has permitted
your use of the SOFTWARE PRODUCT pursuant to the terms and conditions of the
SLA; (c) to the extent that any terms or conditions in this EULA are in
contradiction with the terms and conditions of the SLA, then such terms or
conditions of the SLA shall govern; (d) to the extent there is no SLA, then the
license under this EULA is void; and (e) to the extent that the license grant
for this SOFTWARE PRODUCT under the SLA terminates or is otherwise no longer in
effect, then the license under this EULA shall automatically terminate.

                            SOFTWARE PRODUCT LICENSE

The SOFTWARE PRODUCT is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties. The SOFTWARE
PRODUCT is licensed, not sold.

1. GRANT OF LICENSE. This EULA grants you the following rights:

?    Systems Software. You may install and use one copy of the SOFTWARE PRODUCT
     on a single computer for one application only. You may transfer this copy
     of the SOFTWARE PRODUCT to another application, but you must transfer all
     components of the SOFTWARE PRODUCT and delete all files from the old
     application.

?    Storage/Network Use. A license for the SOFTWARE PRODUCT may not be shared
     or used concurrently on different computers. If your application involves
     networked computers, you must purchase a copy of the SOFTWARE PRODUCT for
     each computer.

2.   UPGRADES. If the SOFTWARE is an upgrade, whether from Axeda Systems or
     another supplier, you may use or transfer the SOFTWARE only in conjunction
     with the upgraded product. If the SOFTWARE is an upgrade from an Axeda
     Systems product, you may now use that upgraded product only in accordance
     with this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a
     package of software programs that you licensed as a single product, the
     SOFTWARE PRODUCT may be used and transferred only as part of that single
     product package and may not be separated for use on more than one computer.

3.   COPYRIGHT.  All title and  copyrights  in and to the  SOFTWARE  PRODUCT
     (including but not limited to any images, photographs,  animations,  video,
     audio, music, text, and "applets"  incorporated into the SOFTWARE PRODUCT),
     the accompanying printed materials,  and any copies of the SOFTWARE PRODUCT
     are owned by Axeda  Systems  or its  suppliers.  The  SOFTWARE  PRODUCT  is
     protected by copyright laws and international treaty provisions. Therefore,
     you must treat the  SOFTWARE  PRODUCT like any other  copyrighted  material
     except that you may either (a) make one copy of the  SOFTWARE  PRODUCT on a
     single  computer  provided  you keep the  original  solely  for  backup  or
     archival purposes, or (b) install the SOFTWARE PRODUCT on a single computer
     provided you keep the original solely for backup or archival purposes.  You
     may not  copy  the  printed  materials  or  documentation  accompanying  or
     comprising  the SOFTWARE  PRODUCT,  except as  expressly  set forth in this
     EULA.

4.   DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

-    Limitations on Reverse Engineering, Decompilation, and Disassembly. You may
     not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT,
     except and only to the extent that such activity is expressly permitted by
     applicable law notwithstanding this limitation.

-    No Separation of Components. The SOFTWARE PRODUCT is licensed as a single
     product and neither the software programs comprising the SOFTWARE PRODUCT
     or any UPDATE may be separated for use by more than one user at a time.

-    Rental. You may not rent or lease the SOFTWARE PRODUCT.

-    Software Transfer. You may permanently transfer all of your rights under
     this EULA, provided that you retain no copies, you transfer all of the
     SOFTWARE PRODUCT (including all component parts, the media and printed
     materials, any upgrades, this EULA, and, if applicable, the Certificate of
     Authenticity), and the recipient agrees to the terms of this EULA. If the
     SOFTWARE PRODUCT is an upgrade, any transfer must include all prior
     versions of the SOFTWARE PRODUCT.

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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-    Termination. Without prejudice to any other rights, Axeda Systems may
     terminate this EULA if you fail to comply with the terms and conditions of
     this EULA. In such event, you must destroy all copies of the SOFTWARE
     PRODUCT.

5.   DUAL-MEDIA SOFTWARE. You may receive the SOFTWARE PRODUCT in more than one
     medium. Regardless of the type or size of the medium you receive, you may
     use only one medium that is appropriate for your single computer. You may
     not use or install the other medium on another computer. You may not loan,
     rent, lease, or otherwise transfer the other medium to another user, except
     as part of the permanent transfer (as provided above) of the SOFTWARE
     PRODUCT.

6.   U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT and documentation
     are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the
     Government is subject to restriction as set forth in subparagraph
     (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at
     DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial
     Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. The
     manufacturer is Axeda Systems, 89 Forbes Boulevard, Mansfield, MA 02048
     USA.

7.   GOVERNING LAW. If you acquired this product in the United States, this EULA
     is governed by the laws of the State of Massachusetts. If this product was
     acquired outside the United States, then local law may apply. Should you
     have any questions concerning this EULA please contact Axeda Systems. 89
     Forbes Boulevard, Mansfield, MA 02048 USA.

8.   LIMITED WARRANTY. Axeda Systems warrants that the System CDs included in
     the SOFTWARE PRODUCT will be free from defects in materials and workmanship
     under normal use and service for a period of ninety (90) days from the date
     of receipt. Some states and jurisdictions do not allow limitations on
     duration of an implied warranty, so the above limitation may not apply to
     you. To the extent allowed by applicable law, implied warranties on the
     SOFTWARE PRODUCT and hardware, if any, are limited to ninety (90) days and
     one year, respectively.

9.   CUSTOMER REMEDIES. Axeda Systems' and its suppliers' entire liability and
     your exclusive remedy shall be, at Axeda Systems's option, either (a)
     return of the price paid, or (b) repair or replacement of the port if the
     SOFTWARE PRODUCT does not meet Axeda Systems's Limited Warranty and which
     is returned to Axeda Systems with a copy of your receipt. This Limited
     Warranty is void if failure of the SOFTWARE PRODUCT has resulted from
     accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT will
     be warranted for the remainder of the original warranty period or thirty
     (30) days, whichever is longer. Outside the United States, neither these
     remedies nor any product support services offered by Axeda Systems are
     available without proof of purchase from an authorized international
     source.

10.  NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
     AXEDA SYSTEMS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER
     EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
     MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
     WITH REGARD TO THE SOFTWARE PRODUCT, AND ANY ACCOMPANYING HARDWARE. THIS
     LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS,
     WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

11.  NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY
     APPLICABLE LAW, IN NO EVENT SHALL AXEDA SYSTEMS OR ITS SUPPLIERS BE LIABLE
     FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                       36
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     CONSEQUENTIAL DAMAGES WHATSOEVER  (INCLUDING,  WITHOUT LIMITATION,  DAMAGES
     FOR LOSS OF  BUSINESS  PROFITS,  BUSINESS  INTERRUPTION,  LOSS OF  BUSINESS
     INFORMATION,  OR ANY OTHER  PECUNIARY  LOSS)  ARISING  OUT OF THE USE OF OR
     INABILITY  TO USE THE  SOFTWARE  PRODUCT,  EVEN IF AXEDA  SYSTEMS  HAS BEEN
     ADVISED  OF THE  POSSIBILITY  OF SUCH  DAMAGES.  BECAUSE  SOME  STATES  AND
     JURISDICTIONS  DO NOT ALLOW THE  EXCLUSION OR  LIMITATION  OF LIABILITY FOR
     CONSEQUENTIAL OR INCIDENTAL DAMAGES,  THE ABOVE LIMITATION MAY NOT APPLY TO
     YOU.



[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


                                       37
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                                 Exhibit 2.a.i.
                            Initial Statement of Work

                                       [*]

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.



                                       38
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                                    Exhibit 8
                      Form of Source Code Escrow Agreement


                    COMPREHENSIVE PREFERRED ESCROW AGREEMENT


                                          Account Number _________________


This  agreement   ("Agreement")  is  effective  July  __,  2002  among  DSI
Technology Escrow Services,  Inc. ("DSI"), Axeda Systems Operating --------- ---
Company,  Inc.,  a  Massachusetts  corporation  ("Axeda")  and  Electronics  For
Imaging, Inc., a Delaware corporation ("EFI"), who ----- --- collectively may be
referred to in this Agreement as the parties ("Parties"). -------

A. Axeda and EFI have entered or will enter into a license and distribution
agreement regarding certain proprietary technology of Axeda (referred to in this
Agreement as the "License Agreement").

B. Axeda desires to avoid disclosure of its proprietary technology except under
certain limited circumstances.

C. The availability of the proprietary technology of Axeda is critical to EFI in
the conduct of its business and, therefore, EFI needs access to the proprietary
technology under certain limited circumstances.

D. Axeda and EFI desire to establish an escrow with DSI to provide for the
retention, administration and controlled access of certain proprietary
technology materials of Axeda.

E. The parties desire this Agreement to be supplementary to the License
Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).

F. Capitalized terms used but not defined herein shall have the same meanings
given them in the License Agreement.

ARTICLE 1  --  DEPOSITS

1.1 Obligation to Make Deposit. Within five (5) business days after the later of
(i) the completion of the Licensed Products under Section 2.a.iii. of the
License Agreement or (ii) the signing of this Agreement by the Parties, Axeda
shall deliver to DSI the proprietary technology and other materials ("Deposit
Materials") required to be deposited by the License Agreement. Such Deposit
Materials will be identified on Exhibit A hereto, and Exhibit A is to be
prepared and signed by Axeda and EFI. DSI shall have no obligation with respect
to the preparation, signing or delivery of Exhibit A.

1.2 Identification of Tangible Media. Prior to the delivery of the Deposit
Materials to DSI, Axeda shall conspicuously label for identification each
document, magnetic tape, disk, or other tangible media upon which the Deposit
Materials are written or stored. Additionally, Axeda shall complete Exhibit B to
this Agreement by listing each such tangible media by the item label
description, the type of media and the quantity. Exhibit B shall be signed by
Axeda and delivered to DSI with the Deposit Materials. Unless and until Axeda
makes the initial deposit with DSI, DSI shall have no obligation with respect to
this Agreement, except the obligation to notify the parties regarding the status
of the account as required in Section 2.2 below.

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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1.3 Acceptance of Deposit. When DSI receives the Deposit Materials, DSI will
conduct a deposit inspection. At completion of the deposit inspection, if DSI
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will date and sign Exhibit B and mail a copy
thereof to Axeda and EFI. If DSI determines that the labeling does not match the
item descriptions or quantity on Exhibit B, DSI will (a) note the discrepancies
in writing on Exhibit B; (b) date and sign Exhibit B with the exceptions noted;
and (c) mail a copy of Exhibit B to Axeda and EFI. DSI's acceptance of the
deposit occurs upon the signing of Exhibit B by DSI. Delivery of the signed
Exhibit B to EFI is EFI's notice that the Deposit Materials have been received
and accepted by DSI. Other than DSI's inspection of the Deposit Materials, DSI
shall have no obligation to the accuracy, completeness, functionality,
performance or non-performance of the Deposit Materials.

1.4      Axeda's Representations.  Axeda represents as follows:
         -----------------------

         a. Axeda lawfully possesses all of the Deposit Materials deposited with
DSI;

         b. With respect to all of the Deposit Materials, Axeda has the right
and authority to grant to DSI and EFI the rights as provided in this Agreement;

         c. As of the effective date of this Agreement the Deposit Materials are
not the subject of a lien or encumbrances, however, any liens or encumbrance
made after the execution of this Agreement will not prohibit, limit, or alter
the rights and obligations of DSI under this Agreement;

         d. The Deposit Materials consist of the proprietary technology and
other materials identified in the License Agreement and Exhibit A; and

         e. The Deposit Materials are readable and useable in their current form
or, if any portion of the Deposit Materials is encrypted, the decryption tools
and decryption keys have also been deposited.

1.5      Available Verification Services.

         a. DSI shall perform an initial verification ("Initial Verification")
of the Deposit Materials upon the initial deposit and for each update. An
Initial Verification determines, in different levels of detail, the accuracy,
completeness, sufficiency and quality of the Deposit Materials. An Initial
Verification is defined as follows: DSI will cause a technically qualified DSI
employee to evaluate the Deposit Materials in order to identify (a) the hardware
and software configurations reasonably necessary to maintain the Deposit
Materials; (b) the hardware and software configurations reasonably necessary to
compile the Deposit Materials; and (c) the compilation instructions. DSI will
then prepare and deliver to Axeda and EFI a report describing the information so
identified. It shall be the responsibility of Axeda, and not DSI, to ensure that
the Deposit Materials contain the information so identified in DSI's report, as
well as any other information that may be required in the License Agreement.

         b. Upon receipt of a written request from EFI, DSI and EFI may enter
into a separate proposal agreement pursuant to which DSI will agree, upon
certain terms and conditions, to inspect the Deposit Materials for the purpose
of verifying its accuracy, completeness, sufficiency and quality ("Verification
Proposal Agreement"). Axeda shall reasonably cooperate with DSI by providing its
facilities, computer software systems, and technical and support personnel for
verification whenever reasonably necessary. If a verification is elected after
the Deposit Materials have been delivered to DSI, then only DSI, or at DSI's
election, an independent contractor or company selected by DSI, may perform the
verification. EFI shall bear the commercially reasonable costs of each such
verification performed as specified in

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                       40
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this  Section  1.5(b).  EFI  shall  have  no  right  to be  present  at any
inspection  or  verification  of the Deposit  Materials  under the terms of this
Agreement.

1.6 Deposit Updates. Axeda shall update the Deposit Materials by depositing a
complete copy of all Maintenance Releases within sixty (60) days of each major
release and any modification and/or development of Licensed Software under
Section 2 within fifteen (15) days after Axeda provides such materials to EFI in
accordance with the License Agreement. Such updates will be added to the
existing deposit. All deposit updates shall be listed on a new Exhibit B and the
new Exhibit B shall be signed by Axeda. Each Exhibit B will be held and
maintained separately within the escrow account. An independent record will be
created which will document the activity for each Exhibit B. The processing of
all deposit updates shall be in accordance with Sections 1.2 through 1.5 above.
All references in this Agreement to the Deposit Materials shall include the
initial Deposit Materials and any updates. DSI shall notify Axeda in writing
semi-annually of Axeda's obligation to make updated deposits. Within thirty (30)
days of receipt of each such notice, Axeda shall certify in writing to DSI that
(a) it has made the updated deposits as required in the immediately preceding
paragraph; or (b) there has not been a release of a new version of the product
since the last deposit. After the thirty (30) days, DSI shall notify EFI that
DSI has received (a) an updated deposit from Axeda; (b) a statement from Axeda
advising there has not been a release of a new version of the product since the
last deposit; or (c) no response from Axeda. Unlimited deposit updates and two
storage units are included in the fees for this Agreement.

1.7 Removal of Deposit Materials. The Deposit Materials may be removed and/or
exchanged only on written instructions signed by Axeda and EFI, or as otherwise
provided in this Agreement.


ARTICLE 2  -- CONFIDENTIALITY AND RECORD KEEPING

2.1 Confidentiality. DSI shall maintain the Deposit Materials in a secure,
environmentally safe, locked facility which is accessible only to authorized
representatives of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the Deposit Materials. Except as provided in this Agreement,
or any subsequent agreement between the Parties, DSI shall not disclose,
transfer, make available, or use the Deposit Materials. DSI shall not disclose
the terms of this Agreement to any third party. If DSI receives a subpoena or
any other order from a court or other judicial tribunal pertaining to the
disclosure or release of the Deposit Materials, DSI will immediately notify the
parties to this Agreement unless prohibited by law. It shall be the
responsibility of Axeda and/or EFI to challenge any such order; provided,
however, that DSI does not waive its rights to present its position with respect
to any such order. DSI will not be required to disobey any order from a court or
other judicial tribunal, including but not limited to, notices delivered
pursuant to 7.6 below.

2.2 Status Reports. DSI will issue to Axeda and EFI a report profiling the
account history semi-annually. DSI will provide copies of the account history
pertaining to this Agreement upon the request of any party to this Agreement.

2.3 Audit Rights. During the term of this Agreement, Axeda and EFI shall each
have the right to inspect the written records of DSI pertaining to this
Agreement. Any inspection shall be held during normal business hours and
following reasonable prior notice.


ARTICLE 3  -- RIGHT TO MAKE COPIES

3.1 Title to Media. Axeda hereby transfers to DSI the title to the media upon
which the proprietary technology and materials are written or stored. However,
this transfer does not include

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     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
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the ownership of the proprietary technology and materials contained on the
media such as any copyright, trade secret, patent or other intellectual property
rights.

3.2 Right to Make Copies. DSI shall have the right to make copies of the Deposit
Materials as reasonably necessary to perform this Agreement. DSI shall copy all
copyright, nondisclosure, and other proprietary notices and titles contained on
the Deposit Materials onto any copies made by DSI. With all Deposit Materials
submitted to DSI, Axeda shall provide any and all instructions as may be
necessary to duplicate the Deposit Materials including but not limited to the
hardware and/or software needed. Any copying expenses incurred by DSI as a
result of a request to copy will be borne by the party requesting the copies.
Alternatively, DSI may notify Axeda requiring its reasonable cooperation in
promptly copying the Deposit Materials in order for DSI to perform this
Agreement.

3.3 Right to Transfer Upon Release. Axeda hereby grants to DSI the right to
transfer Deposit Materials to EFI upon any release of the Deposit Materials for
use by EFI in accordance with Section 4.5. Except upon such a release or as
otherwise provided in this Agreement, DSI shall not transfer the Deposit
Materials.


ARTICLE 4  -- RELEASE OF DEPOSIT

4.1      Release Conditions. [*]

4.2 Filing For Release. If EFI believes in good faith that a Release Condition
has occurred, EFI may provide to DSI written notice of the occurrence of the
Release Condition and a request for the release of the Deposit Materials. Within
five (5) business days of receipt of a written notice, DSI shall provide a copy
of the notice to Axeda.

4.3 Contrary Instructions. From the date DSI mails the notice requesting release
of the Deposit Materials, Axeda shall have ten (10) business days to deliver to
DSI contrary instructions ("Contrary Instructions"). Contrary Instructions shall
mean the written representation by Axeda that a Release Condition has not
occurred or has been cured. Upon receipt of Contrary Instructions, DSI shall
send a copy to EFI by commercial express mail. Additionally, DSI shall notify
both Axeda and EFI that there is a dispute to be resolved pursuant to Section
7.4 of this Agreement. Subject to Section 5.2 of this Agreement, DSI will
continue to store the Deposit Materials without release pending (a) joint
instructions from Axeda and EFI; (b) dispute resolution pursuant to Section 7.4;
or (c) order of a court.

4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the
Axeda, DSI is authorized to release the Deposit Materials to EFI or, if more
than one beneficiary is registered to the deposit, to release a copy of the
Deposit Materials to EFI. However, DSI is entitled to receive any fees due DSI
before making the release. Any copying expense will be chargeable to EFI. This
Agreement will terminate upon the release of the Deposit Materials held by DSI.


[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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4.5      Right to Use Following Release.

a. Pursuant to Section 8.c. of the License Agreement, EFI has a limited,
non-transferable license to use the Deposit Materials for the sole purpose of
continuing the benefits afforded to EFI under Section 3 of the License Agreement
and to use the Deposit Materials only to the extent necessary to fulfill Axeda's
obligation to provide support and maintenance services for the Licensed
Software, and only for so long as any such Release Conditions remain
uncorrected. EFI agrees to forebear the use of such license until release to EFI
of the Deposit Materials upon the occurrence of any of the Release Conditions
specified in Article 4.1(a) through 4.1(e) herein. EFI is obligated to maintain
the confidentiality of the released Deposit Materials.

b. Pursuant to Section 8.d. of the License Agreement, EFI has a limited,
non-transferable license to use the Deposit Materials only if and to the extent
necessary to provide support and maintenance services for the Licensed Software
to Customers existing at the date of termination of this Agreement, and only for
so long as the release condition remains uncorrected. EFI agrees to forebear the
use of such license until release to EFI of the Deposit Materials upon the
occurrence of the Release Condition specified in Article 4.1(f) herein.

c. For purposes of Sections 4.5.a.and 4.5.b., use of the Deposit Materials by
EFI to provide support and maintenance services means use only as necessary to
develop or provide corrections to Errors in the Licensed Software.


ARTICLE 5  --  TERM AND TERMINATION

5.1 Term of Agreement. The initial term of this Agreement is for a period of one
(1) year. Thereafter, this Agreement shall automatically renew from year-to-year
unless (a) Axeda and EFI jointly instruct DSI in writing that the Agreement is
terminated; (b) DSI instructs Axeda and EFI in writing ninety (90) days after
its renewal date, that the Agreement is terminated for nonpayment in accordance
with Section 5.2; or (c) DSI reserves the right to terminate this Agreement, for
any reason, other than for nonpayment, by providing Axeda and EFI sixty (60)
days written notice of its intent to terminate this Agreement. If the Deposit
Materials are subject to another escrow agreement with DSI, DSI reserves the
right, after the initial one year term, to adjust the anniversary date of the
Agreement to match the then prevailing anniversary date of such other escrow
arrangements.

5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to
DSI, DSI shall provide written notice of delinquency to all parties to this
Agreement. Any party to this Agreement shall have the right to make the payment
to DSI to cure the default. If the past due payment is not received in full by
DSI within one (1) month of the date of such notice, then DSI shall have the
right to terminate this Agreement at any time thereafter by sending written
notice of termination to all parties. DSI shall have no obligation to take any
action under this Agreement so long as any payment due to DSI remains unpaid.

5.3 Disposition of Deposit Materials Upon Termination. Subject to the foregoing
termination provisions, and upon termination of this Agreement, DSI shall
destroy, return, or otherwise deliver the Deposit Materials in accordance with
Axeda's instructions. If there are no instructions, DSI may, at its sole
discretion, destroy the Deposit Materials or return them to Axeda. DSI shall
have no obligation to destroy or return the Deposit Materials if the Deposit
Materials are subject to another escrow agreement with DSI or have been released
to EFI in accordance with Section 4.4.

5.4  Survival  of  Terms  Following   Termination.   Upon  termination  of  this
     Agreement,     the    following     provisions     of    this     Agreement
     shall survive:

         a. Axeda's Representations (Section 1.4);

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         b. The obligations of confidentiality with respect to the Deposit
            Materials;

         c. The obligation to pay DSI any fees and expenses due;

         d. The provisions of Article 7; and

         e. Any provisions in this Agreement which specifically state they
            survive the termination of this Agreement.


ARTICLE 6  --  DSI'S FEES

6.1 Fee Schedule. Unless otherwise stated in this Agreement, all such fees and
expenses owed to DSI under the terms and conditions of this Agreement, except
the commercially reasonable costs of verifications of the Deposit Materials
requested by EFI under Section 1.5(b), shall be borne by Axeda. DSI is entitled
to be paid its standard fees and expenses applicable to the services provided.
DSI shall notify the party responsible for payment of DSI's fees at least sixty
(60) days prior to any increase in fees. For any service not listed on DSI's
standard fee schedule, DSI will provide a quote prior to rendering the service,
if requested.

6.2 Payment Terms. DSI shall not be required to perform any service, including
release of any Deposit Materials under Article 4, unless the payment for such
service and any outstanding balances owed to DSI are paid in full. Fees are due
upon receipt of a signed contract or receipt of the Deposit Materials whichever
is earliest. If invoiced fees are not paid, DSI may terminate this Agreement in
accordance with Section 5.2.


ARTICLE 7  --  LIABILITY AND DISPUTES

7.1 Right to Rely on Instructions. DSI may act in reliance upon any instruction,
instrument, or signature reasonably believed by DSI to be genuine. DSI may
assume that any employee of a party to this Agreement who gives any written
notice, request, or instruction has the authority to do so. DSI will not be
required to inquire into the truth or evaluate the merit of any statement or
representation contained in any notice or document. DSI shall not be responsible
for failure to act as a result of causes beyond the reasonable control of DSI.

7.2 Indemnification. Axeda and EFI each agree to indemnify, defend and hold
harmless DSI from any and all claims, actions, damages, arbitration fees and
expenses, costs, attorney's fees and other liabilities ("Liabilities") incurred
by DSI relating in any way to this escrow arrangement except where it is
adjudged that DSI acted with gross negligence or willful misconduct.

7.3 Limitation of Liability. In no event will DSI be liable for any incidental,
indirect, special, exemplary, punitive or consequential damages, including, but
not limited to, damages (including loss of data, revenue, and/or profits) costs
or expenses (including legal fees and expenses), whether foreseeable or
unforeseeable, that may arise out of or in connection with this Agreement; and
in no event shall the collective liability of DSI exceed the annual escrow fees
paid under this Agreement.

7.4 Dispute Resolution. Any dispute relating to or arising from this Agreement
shall be submitted to, and settled by arbitration by, a single arbitrator chosen
by the San Diego Regional Office of the American Arbitration Association in
accordance with the Commercial Rules of the American Arbitration Association.
The arbitrator shall apply California law. Unless otherwise agreed by Axeda and
EFI, arbitration will take place in San Diego, California, U.S.A. Any court
having jurisdiction over the matter may enter judgment on the award of the
arbitrator(s). Service of a petition

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     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
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to  confirm  the  arbitration  award may be made by First  Class mail or by
commercial express mail, to the attorney for the party or, if unrepresented,  to
the party at the last known  business  address.  If  however,  Axeda  and/or EFI
refuses  to  submit  to  arbitration,  the  matter  shall  not be  submitted  to
arbitration   and  DSI  may  submit  the  matter  to  any  court  of   competent
jurisdiction.  Any costs of arbitration  incurred by DSI,  including  reasonable
attorney's fees and costs, shall be divided equally and paid by Axeda and EFI.

7.5 Controlling Law. This Agreement is to be governed and construed in
accordance with the laws of the State of California, without regard to its
conflict of law provisions.

7.6 Notice of Requested Order. If any party intends to obtain an order from the
arbitrator or any court of competent jurisdiction which may direct DSI to take,
or refrain from taking any action, that party shall:

         a. Give DSI at least five (5) business days' prior notice of the
hearing;

         b. Include in any such order that, as a precondition to DSI's
obligation, DSI be paid in full for any past due fees and be paid for the
reasonable value of the services to be rendered pursuant to such order; and

         c. Ensure that DSI not be required to deliver the original (as opposed
to a copy) of the Deposit Materials if DSI may need to retain the original in
its possession to fulfill any of its other duties.


ARTICLE 8  --  GENERAL PROVISIONS

8.1 Entire Agreement. This Agreement, which includes Exhibits described herein,
embodies the entire understanding among the parties with respect to its subject
matter and supersedes all previous communications, representations or
understandings, either oral or written. DSI is not a party to the License
Agreement between Axeda and EFI and has no knowledge of any of the terms or
provisions of any such License Agreement. DSI's only obligations to Axeda or EFI
are as set forth in this Agreement. No amendment or modification of this
Agreement shall be valid or binding unless signed by all the parties hereto,
except that Exhibit A need not be signed by DSI, Exhibit B need not be signed by
EFI and Exhibit C need not be signed.

8.2 Notices. All notices, invoices, payments, deposits and other documents and
communications shall be given to the parties at the addresses specified in the
attached Exhibit C. It shall be the responsibility of the parties to notify each
other as provided in this Section in the event of a change of address. The
parties shall have the right to rely on the last known address of the other
parties. Any correctly addressed notice or last known address of the other
parties that is relied on herein that is refused, unclaimed, or undeliverable
because of an act or omission of the party to be notified as provided herein
shall be deemed effective as of the first date that said notice was refused,
unclaimed, or deemed undeliverable by the postal authorities by mail, through
messenger or commercial express delivery services. Unless otherwise provided in
this Agreement, all documents and communications may be delivered by First Class
mail.

8.3 Severability. In the event any provision of this Agreement is found to be
invalid, voidable or unenforceable, the parties agree that unless it materially
affects the entire intent and purpose of this Agreement, such invalidity,
voidability or unenforceability shall affect neither the validity of this
Agreement nor the remaining provisions herein, and the provision in question
shall be deemed to be replaced with a valid and enforceable provision most
closely reflecting the intent and purpose of the original provision.

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8.4 Successors and Assigns. This Agreement shall be binding upon and shall inure
to the benefit of the successors and assigns of the parties. However, DSI shall
have no obligation in performing this Agreement to recognize any successor or
assign of Axeda or EFI unless DSI receives clear, authoritative and conclusive
written evidence of the change of parties.

8.5 Waiver. Any term of this Agreement may be waived by the party entitled to
the benefits thereof, provided that any such waiver must be in writing and
signed by the party against whom the enforcement of the waiver is sought. No
waiver of any condition, or breach of any provision of this Agreement, in any
one or more instances, shall be deemed to be a further or continuing waiver of
such condition or breach. Delay or failure to exercise any right or remedy shall
not be deemed the waiver of that right or remedy.

8.6 Regulations. Axeda and EFI are responsible for and warrant compliance with
all applicable laws, rules and regulations, including but not limited to customs
laws, import, export, and re-export laws and government regulations of any
country from or to which the Deposit Materials may be delivered in accordance
with the provisions of this Agreement

8.7 Attorney's Fees. In any litigation or other proceeding by which one party
either seeks to enforce its rights under this Agreement (whether in contract,
tort, or both) or seeks declaration of any rights or obligations under this
Agreement, the prevailing party who has proven in court by court decree,
judgment or arbitrator's decision that the other party has materially breached
its representation and/or warranty under this Agreement shall be awarded
reasonable attorneys' fees, together with any costs and expenses, to resolve the
dispute and to enforce final judgment.

8.8 No Third Party Rights. This Agreement is made solely for the benefit of the
Parties to this Agreement and their respective permitted successors and assigns,
and no other person or entity shall have or acquire any right by virtue of this
Agreement unless otherwise agreed to by all the parties hereto.

8.9 Authority to Sign. Each of the Parties herein represents and warrants that
the execution, delivery, and performance of this Agreement has been duly
authorized and signed by a person who meets statutory or other binding approval
to sign on behalf of its business organization as named in this Agreement.

8.10 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one instrument.



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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.


AXEDA SYSTEMS OPERATING                    ELECTRONICS FOR IMAGING, INC.
COMPANY INC.

By:______________________________          By:__________________________________

Name:____________________________          Name:________________________________

Title:___________________________          Title:_______________________________

Date:____________________________          Date:________________________________



         DSI Technology Escrow Services, Inc.

         By:__________________________________________________________

         Name:________________________________________________________

         Title:_______________________________________________________

         Date:________________________________________________________




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     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
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                                    EXHIBIT A

                                              MATERIALS TO BE DEPOSITED

                                         Account Number ___________________


Axeda represents to EFI that Deposit Materials delivered to DSI shall consist of
the following:















AXEDA SYSTEMS OPERATING                    ELECTRONICS FOR IMAGING, INC.
COMPANY INC.

By:______________________________          By:__________________________________

Name:____________________________          Name:________________________________

Title:___________________________          Title:_______________________________

Date:____________________________          Date:________________________________


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     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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                                    EXHIBIT B

                        DESCRIPTION OF DEPOSIT MATERIALS

Depositor Company Name _________________________________________________________

Account Number _________________________________________________________________

Product
Name________________________________________  Version___________________________
(Product Name will appear as Exhibit B Name on Account History report)

DEPOSIT MATERIAL DESCRIPTION:
Quantity_Media Type & Size_Label Description of Each Separate Item

---------------------------
_________         Disk 3.5" or ____
_________         DAT tape ____mm
_________         CD-ROM
_________         Data cartridge tape ____
_________         TK 70 or ____ tape
------------------------------------
_________         Magnetic tape ____
_________         Documentation
_________         Other ______________________

PRODUCT DESCRIPTION:
Environment_____________________________________________________________________

DEPOSIT MATERIAL INFORMATION:
Is the media or are any of the files encrypted? Yes / No If yes, please include
any passwords and the decryption tools. Encryption tool
name____________________________________
Version______________________ Hardware required______________________________
Software required_______________________________________________________________
Other required information___________________________________________________

I certify for Axeda that the above described DSI has inspected and accepted the
above Deposit Materials have been transmitted to DSI: materials (any exceptions
are noted above):

Signature______________________        Signature________________________________
Print Name_____________________        Print Name_______________________________
Date___________________________        Date Accepted____________________________
                                       Exhibit B#_______________________________


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                                   EXHIBIT C
                               DESIGNATED CONTACT

Account Number---------------------------------------

Notices, deposit material returns and   Notices and communications to
communications to Axeda                 EFI should be addressed to:
should be addressed:

Company Name:_______________________    Company Name:___________________________
Address:   __________________________   Address:________________________________

Designated Contact:__________________   Designated Contact:_____________________
Telephone: __________________________   Telephone_______________________________
Facsimile: __________________________   Facsimile:______________________________
E-mail: _____________________________   E-mail:_________________________________
Verification Contact: _________________________
Telephone/E-mail:  ____________________________

Fees for this agreement will be paid by
(Check box): _______Axeda and/or  _______EFI

Invoices to Axeda should be              Invoices to EFI should be
addressed to:                            addressed to:


Company Name:_________________________   Company Name:__________________________
Address:   ___________________________   Address: ______________________________

Billing Contact:______________________   Billing Contact:_______________________
Telephone: ___________________________   Telephone:_____________________________
Facsimile: ___________________________   Facsimile:  ___________________________
E-mail: _______________________________  E-mail:________________________________
P.O.#    ______________________________  P.O.#:_________________________________

Requests from Axeda or EFI to change the designated contact should be given in
writing by the designated contact or an authorized employee of Axeda or EFI.

DSI has two Operations Centers to service you.

Agreements, Deposit Materials and          All invoice fee remittances to
notices to DSI should be addressed         DSI should be addressed to:
to (select location):

Attn: Client Services                       DSI Technology Escrow Services, Inc.
9265 Sky Park Court, Suite 202              PO Box 45156
San Diego, CA 92123                         San Francisco, CA 94145-0156
Telephone:  (858) 499-1600
Facsimile:  (858) 694-1919
E-mail: clientservices@dsiescrow.com
or
Attn: Client Services
2100 Norcross Parkway, Suite 150
Norcross, GA 30071
Telephone: 770-239-9200
Facsimile:  770-239-9201                                    Date:_____________
E-mail: clientservices@dsiescrow.com



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                                   Schedule 1
                               Definition Schedule


     "Administrative  Manager" has the meaning set forth in Section 2.b. of this
Agreement. ----------------------

     "Advisory  Board"  has the  meaning  set forth in Section  20.a.i.  of this
Agreement. --------------

     "Affiliate"  means,  with  respect to either Party to this  Agreement,  any
Person that  directly or  indirectly  controls,  is  controlled  by, or is under
common control with, such Party. The term "control" (including, with correlative
meaning,  the terms  "controlled by" and "under common control  with"),  as used
with respect to any Person,  shall mean the possession,  directly or indirectly,
of the power to direct or cause the direction of the  management and policies of
such Person,  whether through the ownership of voting  securities or partnership
interests, by contract or otherwise.

     "Agreement"  means,  collectively,  this  Agreement and all of the attached
Schedules and Exhibits.

     "Auditors" has the meaning set forth in Section 13 of this Agreement.

     "Axeda DRM  Software"  means any software  owned,  controlled,  produced or
distributed by Axeda relating to Device Relationship Management Software.


     "Axeda Standard DRM Software" means the standard  version(s) of Axeda's DRM
Software  products that Axeda licenses  generally to its licensees,  the current
version of which is more fully described on Schedule 1A.

     "Axeda's Exclusivity  Covenants" has the meaning set forth in Section 10.a.
of this Agreement.

     "Axeda's Technology" means the following:

(i) Axeda DRM Software;

(ii) the claims set forth in Axeda's or its Affiliates' patent applications
(excluding any claims to EFI Technology or EFI's intellectual property);

(iii) The Licensed Software developed pursuant to Statements of Work;

(iv) all Improvements on (i) to (iii) above, and

(v) all Intellectual Property Rights contained in (i) to (iv) above.

     "Change  Request"  has the  meaning  set  forth  in  Section  3.c.  of this
Agreement.

     "Confidential Information" means all Information which is a trade secret of
the Disclosing  Party or which the Disclosing  Party otherwise  protects against
unrestricted disclosure to others and which: (i) if in written or other tangible
form, is clearly designated as "Confidential" or "Proprietary," or words to that
effect;  and (ii) if disclosed orally, is identified as confidential at the time
of its  disclosure  and reduced to a writing  designating  such  Information  as
"Confidential,"  or

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     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
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words to that effect,  which is delivered to the Receiving  Party  promptly
following  such oral  disclosure;  provided  however,  Information  shall not be
deemed Confidential  Information if such Information:  (i) was rightfully in the
Receiving  Party's  possession or was  rightfully  known to the Receiving  Party
prior to receipt from the Disclosing Party;  (ii) is independently  developed by
the  Receiving  Party,  provided  that the  burden of proof of such  independent
development shall be on the Receiving Party;  (iii) is or becomes publicly known
without  the  fault  of the  Receiving  Party;  (iv)  is or  becomes  rightfully
available to the Receiving Party without confidential  restriction from a source
not bound by a  confidentiality  obligation to the Disclosing  Party;  or (v) is
required to be disclosed  pursuant to court or government  action,  provided the
Disclosing Party is given reasonable prior notice of such disclosure.

     "Customer" means a customer of EFI that uses the Licensed Software and/or a
Licensed Product.

     "Defense"  has the meaning set forth in Section  16.c.  of this  Agreement.


     "Deficiencies"  has  the  meaning  set  forth  in  Section  2.a.iv  of this
Agreement.

         "Defined Market" means the Office Equipment Market and/or the
Professional Print Production Market.

     "Device  Relationship  Management  Software"  or  "DRM  Software"  means  a
distributed  software system that allows  automatic  monitoring,  management and
servicing  of devices  and the  exchange  of  information  between  such  remote
devices,  business systems and people;  including without limitation,  the Axeda
DRM  Software,  the  Licensed  Software  to be  developed  pursuant  to  Initial
Statements  of  Work  and  any  subsequent   Statements  of  Work  and  software
applications  providing automatic  replenishment,  software revision and/or life
cycle management capabilities.

     "Disclosing Party" means a Party that discloses  Information to a Receiving
Party.

     "Dispute"  has the meaning set forth in Section  20.a.  of this  Agreement.


     "EFI's Technology" means

     (a) hardware and software owned, controlled, produced or distributed by EFI
         relating to:

                  (i) A printer/copier controller board and associated firmware
         and software components designed to support the principal input and
         output uses of a printer/copier device. This includes ASICs, hardware
         architecture, compression, PDLs (e.g., PostScript, PCL), Printer
         Drivers, Intranet management applications (e.g., Fiery Webtools,
         Command Workstation(tm)) and support for device-specific SNMP MIBs
         and/or proprietary service technician diagnostic information (e.g.,
         presented through the device control panel interface or printed on a
         "configuration page");

                  (ii) A distributed software system that decouples printing
         into separate end-user job submission, job management and remote job
         printing stages (e.g., PrintMe Networks). This includes Application
         Server software that may reside on a third-party hosted system,
         browser-based registration, job management, billing functionality and
         embedded agents (e.g., controller firmware) for transferring print jobs
         from the host Server to a printer/copier device instance;

                  (iii) A distributed software system that provides a unified
         messaging platform for enterprise customers. The Unimobile system
         includes a mobile messaging platform for

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     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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          defining business rules,  importing/exporting  data to/from enterprise
          software   repositories   and  a  database  for  managing  alerts  and
          transactions  with remote users via mobile devices (e.g., SMS messages
          via cell phone, email/SMS to PDA);

     (b) the claims set forth in EFI's or its  Affiliates'  patent  applications
        (excluding any claims to Axeda's Technology or Axeda's intellectual
         property);

     (c) all Improvements on (a) and (b) above; and

     (d) all Intellectual Property Rights contained in (a) to (c) above.

     "EFI's  Trademarks" means the trademarks  identified on Schedule 1C of this
Agreement. EFI may amend Schedule 1C from time to time upon reasonable notice to
Axeda.

     "EFI's Exclusivity Covenants" has the meaning set forth in Section 10.a. of
this Agreement. ---------------------------

     "Escrow Agent" has the meaning set forth on Section 8.a. of this Agreement.
------------

     "Exclusivity  Covenants" means Axeda's  Exclusivity  Covenants and/or EFI's
Exclusivity Covenants, as the context requires.

     "Existing  Customer  Contracts"  has the meaning set forth in Section 22 of
this Agreement.

     "Improvement" means any upgrade, update, modification, invention, discovery
or  development,   including,  without  limitation:  (i)  for  copyrightable  or
copyrighted material, any translation (including translation into other computer
languages),    portation,   correction,   addition,   extension,    improvement,
compilation,  abridgment  or other form in which an existing work may be recast,
transformed  or  adapted;   (ii)  for  patentable  or  patented  material,   any
improvement  thereon; and (iii) for material which is protected by trade secret,
any new material derived from such existing trade secret material, including new
material which may be protected by copyright, patent and/or trade secret.

     "Indemnification Matter" has the meaning set forth in Section 16.b. of this
Agreement.

     "Indemnification Notice" has the meaning set forth in Section 16.b. of this
Agreement.

     "Indemnification  Payment"  has the meaning set forth in Section  16.d.  of
this Agreement.

     "Indemnitee"  has the meaning set forth in Section 16.a. of this Agreement.


     "Indemnitor"  has the meaning set forth in Section 16.a. of this Agreement.


     "Information" means all information relating to the Licensed Software,  the
Licensed  Product,   and  to  Axeda  or  EFI,  generally,   including  know-how,
manufacturing and production processes and techniques,  research and development
data and  inventions,  the pricing and cost of products,  business and marketing
plans,  supplier  and  customer  lists,  assets  or  liabilities  and  financial
condition  and  prospects,  which has been or may  hereafter  be  furnished by a
Disclosing Party to a Receiving Party.

     "Initial  Statement of Work" has the meaning set forth in Section 2.a.i. of
this Agreement.

     "Initial  Term"  has  the  meaning  set  forth  in  Section  22.a.  of this
Agreement.

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                       53
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     "Intellectual  Property  Rights"  means  any  and all  exclusionary  rights
existing  from time to time  anywhere in the world under  patent law,  copyright
law,  moral rights law, trade secret law,  semiconductor  chip  protection  law,
trademark law, unfair competition law, or otherwise.

     "Judgment" means any order, writ,  injunction,  citation,  award, decree or
other  judgment of any nature of any  foreign,  federal,  state or local  court,
governmental body,  administrative  agency,  regulatory authority or arbitration
tribunal.

     "Liability"  means  any  liability,  loss,  damage,  payment,   deficiency,
settlement, assessment, charge, penalty, fine, cost and legal and other expense,
including  reasonable attorney fees and disbursements,  investigation  expenses,
court costs, interest and penalties.

     "License  Agreement" means a license agreement  directly between a Customer
and EFI containing terms and conditions (i) with respect to the license of Axeda
Standard DRM Software,  a manually  executed written  agreement  consistent with
sections  3, 7, 8, 9,  and  12.2 to  12.5 of  Axeda's  current  standard  Master
Software  License  Agreement  (a  current  copy of which is  attached  hereto as
Exhibit  1A);  (ii) with  respect to the  license of Licensed  Axeda  Connector,
consistent  with the first two  paragraphs  and  sections  1 to 6 and 8 to 11 of
Axeda's current End User License  Agreement (a current copy of which is attached
hereto as Exhibit 1B) and (iii) in any event,  no less  protective  of Axeda and
Axeda's  Technology  than  EFI and  EFI's  Technology,  respectively,  and  this
Agreement and pricing  consistent with the pricing  objectives or the Price List
then in effect under this Agreement.

     "Licensed Axeda  Connector" means the then currently  available  version of
the Axeda Connector software, and includes any modifications of the foregoing in
accordance with the Initial  Statement of Work and any subsequent  Statements of
Work or Maintenance Release.

     "Licensed Products" means the Axeda Standard DRM Software and products that
include  the  Licensed  Software  and that the  Parties  desire to  deploy  with
Customers in the Defined  Market  developed  pursuant to Statements of Work. EFI
products, whether in the Defined Market or not, that do not include any Licensed
Software shall not be considered to be Licensed  Products for the  determination
of any Revenue considerations under this Agreement.

     "Licensed  Software" means (a) the Licensed Axeda Connector;  (b) the Axeda
Standard DRM Software,  (c) any  modifications  of the  foregoing  pursuant to a
Statement  of  Work;  (d) any  software  or  other  materials  provided  under a
Maintenance Release; and (e) any documentation related to (a)-(d) above.

     "Licensed  Trademarks"  means the  trademarks  identified on Schedule 1C of
this Agreement;  provided,  however, that EFI Trademarks shall not be considered
to be Licensed  Trademarks.  Axeda may amend  Schedule 1C from time to time upon
reasonable notice to EFI.

     "Maintenance   Releases"  means  any  error   corrections,   modifications,
revisions,  enhancements  or new releases to Licensed  Software  that  comprises
Axeda Standard DRM Software and which Axeda supplies  generally to its licensees
that are receiving maintenance services, but does not include any major upgrade,
new version,  customized  work or new product that Axeda  separately  prices and
licenses.

     "Marketing  Plan"  has the  meaning  set  forth  in  Section  9.b.  of this
Agreement.

     "Marketing  Objectives"  has the meaning set forth in Section  9.c. of this
Agreement.

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                       54
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     "Modem" means an electronic device (a Modulator/Demodulator)  that converts
binary data (for example,  the +/-12 V EIA-232  signals from a PC's COM port) to
analog tones and  voltages  that are suitable  for  transmission  over  standard
dial-up or leased line telephone lines.

     "Non-Renewing  Party" has the  meaning set forth in Section  10.c.  of this
Agreement.

     "Object Code" means computer programs assembled,  compiled, or converted to
magnetic or  electronic  binary form on software  media,  which are readable and
usable by computer  equipment,  but not  generally  readable  by humans  without
reverse assembly,  reverse compiling,  reverse  conversion,  reverse engineering
and/or any other disassembly or decompilation.

     "Office Equipment Market" or "OE Market" means the market for the following
products: office printers, office copiers, office scanners, office fax machines,
office  multifunction   printers  ("MFPs"),   as  distributed  through  original
equipment  manufacturers  and other  entities  that  derive a majority  of their
revenue from the sale, use or servicing of such products.  The "Office Equipment
Market" also includes large end users that would deploy the Licensed Product for
applications  where the types of equipment  listed above represent a substantial
portion of the equipment managed by the system.

     "Order Form" has the meaning set forth in Section  3.c. of this  Agreement.


     "Party" or "Parties" mean Axeda and/or EFI, as the context requires.

     "Person"  means  any  individual,   sole  proprietorship,   joint  venture,
partnership,   corporation,  association,  trust  estate,  governmental  agency,
regulatory agency, regulatory authority, or any other entity.

     "Price List" has the meaning set forth in Section  5.b. of this  Agreement.


     "Proceeding"  means any demand,  claim  (groundless  or  otherwise),  suit,
action   at  law  or  in   equity,   litigation,   investigation,   arbitration,
administrative hearing or other proceeding of any nature.

     "Professional Print Production Equipment Market" or "PPPE Market" means the
market for  professional  print  production  equipment,  as distributed  through
original  equipment  manufacturers  and other entities that derive a substantial
portion of their revenue from the sale, use or servicing of such  products.  The
"Professional  Print Production  Equipment Market" also includes large end users
that would  deploy the  Licensed  Product  for  applications  where the types of
equipment  listed  above  represent a majority of the  equipment  managed by the
system.

         "Professional Services" means installation, integration, training
and/or other computer related professional services for the Licensed Software
that is provided in connection with the Licensed Products.

     "Quarterly  Report"  has the  meaning  set forth in  Section  7.b.  of this
Agreement.


         "Receiving Party" means a Party that receives Information from the
Disclosing Party.

         "Relationship Account Manager" has the meaning set forth in Section
9.a. of this Agreement.

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                       55
<PAGE>

         "Revenue" means (a) any and all revenues, fees, income and/or monies
either invoiced, recognized or received from Customers, including but not
limited to: Transmission Fees, Subscription Fees, licensing or sublicensing fees
and other revenues, fees, income and monies received by EFI in connection with
licensing, sublicensing, distributing, or selling Licensed Products and/or
related services, less any Third Party Royalties.

     "Revenue  Sharing Models" has the meaning set forth in Section 6.a. of this
Agreement.


     "Royalties"  means the  portion of  Revenues  that EFI is required to share
with Axeda pursuant to the Revenue Sharing Models.


         "Source Code" means computer programs written in higher-level
programming languages, sometimes accompanied by English language comments and
other programmer documentation. Source Code is readable by humans and may be
translated into Object Code for execution on computer equipment through the
process of compiling or assembling or may be executed through the process of
interpretation at the time of execution.

     "Source Code Escrow Agreement" has the meaning set forth in Section 8.a. of
this Agreement.


     "Source Materials" mean the Licensed Software in Source Code format and any
related  documentation  and materials  that Axeda shall place in escrow with the
Escrow  Agent  pursuant to the Source Code Escrow  Agreement,  and which  Source
Materials are identified on Schedule 1D of this Agreement.

     "Specified  Controllers" means an EFI controller or third-party  controller
containing  the Licensed  Axeda  Connector as an embedded  component;  as may be
described in and/or modified pursuant to a Statement of Work.

         "Statement of Work" or "SOW" means the Initial Statement of Work. As
and when the Parties mutually agree upon amended or additional statements of
work hereafter in accordance with Section 2 of this Agreement, then such
statements of work shall be considered "Statements of Work" or "SOWs" under this
Agreement.

     "Subscription  Fees" mean  Revenue  derived in  connection  with the use of
Licensed Products on a periodic basis.

     "Suggestions" has the meaning set forth in Section 11.

     "Support  Contact"  has the  meaning  set forth in  Section  14.a.  of this
Agreement.

     "Technical  Manager"  has the  meaning  set forth in Section  2.b.  of this
Agreement.

     "Technology"  means  Axeda's  Technology  and/or EFI's  Technology,  as the
context requires.

     "Term" has the meaning set forth in Section 22.a of this Agreement.

     "Terminating  Party" has the  meaning  set forth in Section  10.b.  of this
Agreement.

     "Third Party  Royalties"  means  royalties owed to third party licensors of
technology included in Licensed Products that the Parties agree to in writing.

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                       56
<PAGE>

     "Transmission  Fees" mean  Revenue  derived in  connection  with the use of
Licensed Products on a transactional basis.


--------------------------------------------------------------------------------
                         Schedule 1A: Axeda DRM Software
--------------------------------------------------------------------------------
Current Version                      Platforms supported:
------------------------------------ -------------------------------------------
 Axeda Enterprise Server  3.0        OS: Solaris 8, Windows NT / 2000
App Server: BEA WebLogic 6.1
Database: Oracle 8i
                                     LDAP Server: Sun ONE Directory Server 5.1
------------------------------------ -------------------------------------------
Axeda Enterprise Applications 3.0    Platform requirements same as Enterprise
------------------------------------ -------------------------------------------
Axeda Connector 3.0                  OS: Windows NT / 2000 / CE, Linux
------------------------------------ -------------------------------------------
Axeda Gateway 3.0                    OS: Windows NT / 2000 / CE, Linux
------------------------------------ -------------------------------------------

Axeda Development Tools              OS: Windows NT / 2000 / XP
Axeda Builder 3.0)
------------------------------------ -------------------------------------------



                                   Schedule 1C
                      Licensed Trademarks & EFI Trademarks

Licensed Trademarks

         "AXEDA", "AXEDA logo and stylized bitstream Design", "AXEDA SYSTEMS",
"Axeda DRM", "Axeda Supervisor", "Axeda Device Relationship Management System",
"Axeda Enterprise", "Axeda Enterprise Server", "Axeda Enterpirse Applications",
"Axeda Connector", "Axeda Gateway", "Axeda Development Tool", "Axeda
Applications", "Axeda Agent", "Wizcon", "Automatic eCommerce",
"Firewall-Friendly", and "Access. Insight. In Real Time." and such other
trademarks and trade dress of Axeda that Axeda may hereafter determine within
its reasonable discretion to add to the Licensed Trademarks.



EFI Trademarks

         "ColorWise", "eBeam", "EDOX", "EFI", "Fiery", the Fiery logo, "Fiery
Driven", "RIP-While-Print", "Spot-On", the eBeam logo, the Electronics For
Imaging logo, the Fiery Driven logo, the Splash logo, "AutoCal", "AutoGray",
"ColorCal", "Command WorkStation", "DocBuilder", "DocBuilder Pro", "DocStream",
"EFI Color Profiler", "EFI Production System", "EFI ScanBuilder", "Fiery X2",
"Fiery X2e", "Fiery X2-W", "Fiery X3e", "Fiery X4", "Fiery ZX", "Fiery Z4",
"Fiery Z5", "Fiery Z9", "Fiery Z16", "Fiery Z18", "Fiery Document WorkStation",
"Fiery Downloader", "Fiery Driver", "Fiery FreeForm", "Fiery Link", "Fiery
Prints", "Fiery Print Calibrator", "Fiery Production System", "Fiery Scan",
"Fiery ScanBuilder", "Fiery Spark", "Fiery Spooler", "Fiery WebInstaller",
"Fiery WebScan", "Fiery WebSpooler", "Fiery WebStatus", "Fiery WebTools",
"NetWise", "PrintMe", "PrintMe Networks", the PrintMe Networks logo, "RIPChips",
"Splash", "Velocity", "Velocity Balance", "Velocity Build", "Velocity Estimate",
"Velocity Scan", and "VisualCal" and such other trademarks and trade dress of
EFI that EFI may hereafter determine within its reasonable discretion to add to
the EFI Trademarks.

[*]  CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED
     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


                                       57
<PAGE>


                                   Schedule 1D
                                Source Materials

The Source Code to the Licensed Software and related documentation.

--------------------------------------------------------------------------------
           Schedule 2.b. Initial Administrative and Technical Managers
--------------------------------------------------------------------------------
EFI Administrative Manager: Frank Tueckmantel
--------------------------------------------------------------------------------
Axeda Administrative Manager: Laureen Pollard
--------------------------------------------------------------------------------
EFI Technical Manager: Judy Jin
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Axeda Technical Manager: Randy Thomson
--------------------------------------------------------------------------------




<PAGE>


                                  Schedule 6.a
                Revenue Sharing Models Within The Defined Market

[*]









--------------------------------------------------------------------------------
                      Schedule 7.a. Royalty Payment Models
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

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

EFI shall pay Axeda Royalties on a quarterly basis within forty-five (45) days
of the end of each fiscal quarter for such Royalties that became due and owing
to Axeda under Section 7.a. in such quarter.


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

--------------------------------------------------------------------------------
               Schedule 9.a. Initial Relationship Account Managers
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Axeda Initial Relationship Account Manager: Mike Hajjar
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EFI Initial Relationship Account Manager: Frank Tueckmantel
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                     Schedule 14.a. Initial Support Contacts
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Axeda Initial Support Contact:  Michael Charest
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EFI Initial Support Contact:  Randy Watson
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

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     AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
     REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


                                       58
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</TEXT>
</DOCUMENT>
