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Pliant – Contract (December 22nd, 2006)

Exhibit 10 EMPLOYMENT AGREEMENT (this "Agreement") dated as of December 21, 2006 (the "Agreement Date"), between PLIANT CORPORATION, a Delaware corporation (the "Company"), and HAROLD BEVIS (the "Executive"). Each of the Company and its Subsidiaries is engaged in the business (the "Business") of producing and distributing polymer-based, value-added films and flexible packaging products for food, personal care, medical, agricultural, industrial and other applications. The Executive is currently employed by the Company as its President and Chief Executive Officer and has previously entered into an employment agreement with the Company dated as of January 1, 2004. Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") imposes additional taxes on deferred compensation

Electronic Clearing House, Inc. – Contract (December 14th, 2006)

EXHIBIT 10.1 COMPANY VOTING AGREEMENT THIS VOTING AGREEMENT (this "AGREEMENT") is made and entered into as of December 14, 2006 by and between Intuit Inc., a Delaware corporation ("PARENT"), and the undersigned stockholder (the "STOCKHOLDER") of Electronic Clearing House, Inc., a Nevada corporation (the "COMPANY"). RECITALS: A. Parent, the Company and Merger Sub have entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT"), which provides for the merger (the "MERGER") of Merger Sub with and into the Company, pursuant to which all outstanding capital stock of the Company will be converted into the right to receive a cash payment, as set forth in the Merger Agreement. B. The Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of such number of shares of the outstanding

Contract (November 13th, 2006)

EXHIBIT 10.2 QLOGIC CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement") is made and entered into by and between QLogic Corporation, a Delaware corporation (the "Company"), and Anthony J. Massetti (the "Executive"). RECITALS A. The Board of Directors of the Company has approved the Company entering into a severance agreement with the Executive. B. The Executive is a key executive of the Company. C. Should the possibility of a Change in Control of the Company arise, the Board believes it is imperative that the Company and the Board be able to rely upon the Executive to continue in his position, and that the Company should be able to receive and rely upon the Executive's advice, if requested, as to the best interests of the Company and its stockholders without concern that the Executive might be distracted by the

Contract (November 8th, 2006)

Exhibit 10.2 SEPARATION AND GENERAL RELEASE AGREEMENT ---------------------------------------- This Separation and General Release Agreement (this "Agreement") is entered into by and between John E. Denzel ("Executive" ) and Ultratech, Inc., a Delaware corporation (the "Company" ). W I T N E S S E T H: -------------------- WHEREAS, the Executive is currently employed by the Company pursuant to an Amended and Restated Employment Agreement, dated November 2, 2006 (the "Employment Agreement"); and WHEREAS, on October 5, 2006, Executive resigned from his position as President and Chief Operating Officer; WHEREAS, the Company and Executive agree that, subject to Executive entering into this Agreement, Executive is entitled to receive the severance benefits provided for under Section 6.2 of the Employment Agreement; WHEREAS, any capitalized terms that

Contract (June 26th, 2006)

Execution Version FOURTH AMENDED AND RESTATED LOAN AGREEMENT by and among VITESSE SEMICONDUCTOR CORPORATION AND THE OTHER BORROWERS NAMED HEREIN and SPECIAL VALUE EXPANSION FUND, LLC AND SPECIAL VALUE OPPORTUNITIES FUND, LLC AS LENDERS and OBSIDIAN, LLC AS AGENT AND COLLATERAL AGENT -------------------------------- Dated as of June 20, 2006 -------------------------------- FOURTH AMENDED AND RESTATED LOAN AGREEMENT AGREEMENT, dated as of June 20, 2006, by and among VITESSE SEMICONDUCTOR CORPORATION., a Delaware corporation ("Vitesse"), VITESSE

Contract (June 12th, 2006)

Execution Version THIRD AMENDED AND RESTATED LOAN AGREEMENT by and among VITESSE SEMICONDUCTOR CORPORATION AND THE OTHER BORROWERS NAMED HEREIN and SPECIAL VALUE EXPANSION FUND, LLC AND SPECIAL VALUE OPPORTUNITIES FUND, LLC AS LENDERS and OBSIDIAN, LLC AS AGENT AND COLLATERAL AGENT -------------------------------- Dated as of June 7, 2006 -------------------------------- THIRD AMENDED AND RESTATED LOAN AGREEMENT AGREEMENT, dated as of June 7, 2006, by and among VITESSE SEMICONDUCTOR CORPORATION., a Delaware corporation ("Vitesse"), VITESSE INTERNATI

Contract (February 27th, 2006)

Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (as amended, modified, restated or supplemented from time to time, the "AGREEMENT"), dated as of February 23, 2006, by and among Hughes Communications, Inc., a Delaware corporation, (the "COMPANY"), Hughes Network Systems, LLC, a Delaware limited liability company ("HUGHES"), and the individual set forth on ATTACHMENT 1 (the "EXECUTIVE"). WHEREAS, the Company desires to employ the Executive on a full-time basis and the Executive desires to be so employed by the Company. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein (including, without limitation, the Company's employment of the Executive and the advantages and benefits thereby inuring to the Executive) and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

Skyterra Communications – Contract (January 4th, 2006)

Exhibit 10.3 NOTE PURCHASE AGREEMENT dated as of December 30, 2005, among HUGHES COMMUNICATIONS, INC., a Delaware corporation formerly known as SkyTerra Holdings, Inc. (the "Issuer"); APOLLO INVESTMENT FUND IV, L.P., a Delaware limited partnership; and APOLLO OVERSEAS PARTNERS IV, L.P., a Delaware limited partnership (together with Apollo Investment Fund IV, L.P., the "Initial Noteholders"). RECITALS WHEREAS, the Issuer has entered into the Membership Interest Purchase Agreement dated as of November 10, 2005 (as amended or otherwise modified through the date hereof, the "Purchase Agreement"), by and among DTV Network Systems, Inc., The DIRECTV Group, Inc., the Issuer, Parent and Hughes Network Systems, LLC ("HNS"), pursuant to which the Issuer will acquire the remaining 50% of the issued and outstanding Class A Units of HNS (the "Acquisition") that will not be transferred to the Issuer pursuant to the Separation Agreement (as de

Autocam – Contract (December 27th, 2005)

FISCAL QUARTER ENDING FIRST LIEN LEVERAGE RATIO - --------------------- ------------------------- December 31, 2005 3.00:1.00 March 31, 2006 3.00:1.00 June 30, 2006 3.00:1.00 September 30, 2006 3.00:1.00 December 31, 2006 3.00:1.00 March 31, 2007 3.00:1.00 June 30, 2007 3.00:1.00 September 30, 2007 3.00:1.00 December 31, 2007 2.50:1.00 March 31, 2008 2.50:1.00 June 30, 2008 2.50:1.00 September 30, 2008 2.50:1.00 December 31, 2008 and each Fiscal Quarter thereafter

Contract (December 22nd, 2005)

Page ---- ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS.................................................... 1 1.01 Defined Terms..................................................................... 1 1.02 Other Interpretive Provisions..................................................... 23 1.03 Accounting Terms.................................................................. 24 1.04 Rounding.......................................................................... 24 1.05 Times of Day...................................................................... 25 1.06 Letter of Credit Amounts.......................................................... 25 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSION

Skyterra Communications – Contract (November 14th, 2005)

Exhibit 10.1 ----------------------------------------------------------------------------- MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG DTV NETWORK SYSTEMS, INC., THE DIRECTV GROUP, INC., SKYTERRA HOLDINGS, INC., SKYTERRA COMMUNICATIONS, INC. AND HUGHES NETWORK SYSTEMS, LLC DATED AS OF November 10, 2005 - ------------------------------------------------------------------------------ MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Purchase Agreement") is entered into as of November 10, 2005 by and among DTV Network Systems, Inc. (f/k/a Hughes Network Systems, Inc.), a Delaware corporat

Intermet – Contract (October 26th, 2005)

EXECUTION NINTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT This NINTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Amendment") is dated as of October 14, 2005 and entered into by and among INTERMET CORPORATION, a Georgia corporation ("Company"), THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS (collectively, Company and such Subsidiaries of Company are "Borrowers" and each a "Borrower"), THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders ("Administrative Agent") and as a Lead Lender, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and Co-Agent for the Lenders ("Collateral Agent") and as a Lead Lender, and the undersigned Lenders, and is made with reference to that certain Debtor-In-Possession Credit Agreement dated as of October 22, 2004 (as amended, supplemented or otherwise modified to the date here

Contract (September 19th, 2005)

Page ---- ARTICLE I Definitions SECTION 1.01. Defined Terms................................................. 1 SECTION 1.02. Classification of Loans and Borrowings........................ 18 SECTION 1.03. Terms Generally............................................... 18 SECTION 1.04. Accounting Terms; GAAP........................................ 18 ARTICLE II The Credits 19 SECTION 2.01. Commitments................................................... 19 SECTION 2.02. Loans and Borrowings.......................................... 19 SECTION 2.03. Requests for Revolving Borrowings............................. 19 SECTION 2.04. Intentionally Omitted......................................... 20 SECTION 2.05. Swingline Loans.................

Intermet – Contract (June 28th, 2005)

EXHIBIT 10.1 EIGHTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT This EIGHTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "AMENDMENT") is dated as of June 24, 2005 and entered into by and among INTERMET CORPORATION, a Georgia corporation ("COMPANY"), THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS (collectively, Company and such Subsidiaries of Company are "BORROWERS" and each a "BORROWER"), THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders ("ADMINISTRATIVE AGENT") and as a Lead Lender, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and Co-Agent for the Lenders ("COLLATERAL AGENT") and as a Lead Lender, and the undersigned Lenders, and is made with reference to that certain Debtor-In-Possession Credit Agreement dated as of October 22, 2004 (as amended, supplemented or otherwise modified to the date her

American States Water Company – Contract (June 9th, 2005)

Page ---- Article 1. DEFINITIONS AND ACCOUNTING TERMS .......................................... 1 1.1 Defined Terms ............................................................. 1 1.2 Use of Defined Terms ...................................................... 27 1.3 Accounting Terms; Covenant Calculations ................................... 27 1.4 Rounding .................................................................. 27 1.5 Exhibits and Schedules .................................................... 28 1.6 References to "Borrower and its Subsidiaries" ............................. 28 1.7 Miscellaneous Terms ....................................................... 28 Article 2. ADVANCES AND LETTERS OF CREDIT ................

Bionovo – Contract (June 3rd, 2005)

EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into as of July 1, 2004, by and between Bionovo, Inc., a Delaware corporation (the "COMPANY"), and Mary Tagliaferri ("EXECUTIVE"). The parties agree as follows: 1. START DATE; TERM. This Agreement will be effective as of the date of this Agreement, and the Executive's "TERM OF EMPLOYMENT" (as defined below) will commence as of the date of this Agreement (the "START DATE"). 2. POSITION AND DUTIES. A. POSITION; DUTIES. The Company employs Executive as MEDICAL DIRECTOR AND CHIEF REGULATORY OFFICER (the "POSITION") commencing as of the Start Date for the TERM OF EMPLOYMENT. Executive shall have the powers and shall perform the services and duties that are customarily associated with the Position (the "COMPANY MATT

American Publishing – Contract (May 5th, 2005)

EXHIBIT 10.1 ------------ COURT OF CHANCERY FOR THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY ) ) CARDINAL VALUE EQUITY PARTNERS, L.P., ) ) CIVIL ACTION NO. 105-N Derivative Plaintiff, ) ) v. ) ) CONRAD M. BLACK, BARBARA AMIEL BLACK, RICHARD R. ) BURT, DANIEL W. COLSON, HENRY A. KISSINGER, SHMUEL ) MEITAR, GORDON A. PARIS, RICHARD N. PERLE, F. DAVID ) RADLER, GRAHAM W. SAVAGE, RAYMOND G.H. SEITZ, JAMES ) R. THOMPSON, MARIE JOSEE KRAVIS, DWAYNE O. ANDREAS, ) LORD WEIDENFELD, RAYMOND G. CHAMBERS, LESLIE H.

Contract (March 28th, 2005)

Execution Version LIMITED EXTENSION THIS LIMITED EXTENSION (this "Limited Extension") is made as of March 25, 2005, among KRISPY KREME DOUGHNUT CORPORATION, a North Carolina corporation (the "Borrower"), KRISPY KREME DOUGHNUTS, INC., a North Carolina corporation (the "Parent"), FREEDOM RINGS, LLC, a Delaware limited liability company, and GOLDEN GATE DOUGHNUTS, LLC, a North Carolina corporation (collectively, the "Subsidiary Guarantors"), MONTANA MILLS BREAD CO., INC., a Delaware corporation (the "Affiliate Guarantor", and, collectively with the Parent and the Subsidiary Guarantors, the "Guarantors"), the LENDERS party hereto and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent") and the Issuing Lender (the "Issuing Lender") with reference to that certain $150,000,000 Credit Agreement dated as of October 31, 2003, as amended by that certain First Amendment to Credit Agreement dated as of November 2003 and tha

Contract (February 25th, 2005)
Intermet – Contract (January 27th, 2005)

FIFTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT This FIFTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Amendment") is dated as of January 26, 2005 and entered into by and among INTERMET CORPORATION, a Georgia corporation ("Company"), THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS (collectively, Company and such Subsidiaries of Company are "Borrowers" and each a "Borrower"), THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders ("Administrative Agent") and as a Lead Lender, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and Co-Agent for the Lenders ("Collateral Agent") and as a Lead Lender, and the undersigned Lenders, and is made with reference to that certain Debtor-In-Possession Revolving Credit Agreement dated as of October 22, 2004 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Agreement"), by an

Intermet – Contract (January 20th, 2005)

FOURTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT This FOURTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Amendment") is dated as of January 14, 2005 and entered into by and among INTERMET CORPORATION, a Georgia corporation ("Company"), THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS (collectively, Company and such Subsidiaries of Company are "Borrowers" and each a "Borrower"), THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders ("Administrative Agent") and as a Lead Lender, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and Co-Agent for the Lenders ("Collateral Agent") and as a Lead Lender, and the undersigned Lenders, and is made with reference to that certain Debtor-In-Possession Revolving Credit Agreement dated as of October 22, 2004 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Agreement"), by

Sirna Therapeutics – Contract (January 6th, 2005)

WARRANT EXCHANGE AGREEMENT by and among Sirna Therapeutics, Inc. and certain Warrantholders of Sirna Therapeutics, Inc. dated as of December 30, 2004 TABLE OF CONTENTS

Contract (December 17th, 2004)
Danielson Holding Corporation – Contract (December 17th, 2004)
Skyterra Communications – Contract (December 9th, 2004)

EXHIBIT 10.1 - ------------------------------------------------------------------------------- CONTRIBUTION AND MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG THE DIRECTV GROUP, INC., HUGHES NETWORK SYSTEMS, INC., SKYTERRA COMMUNICATIONS, INC. AND HUGHES NETWORK SYSTEMS, LLC DATED AS OF DECEMBER 3, 2004 - -------------------------------------------------------------------------------

Contract (November 30th, 2004)

EXHIBIT 10.1 SECOND AMENDED, RESTATED AND CONSOLIDATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED, RESTATED AND CONSOLIDATED LOAN AND SECURITY AGREEMENT (this "Agreement") is made as of November 29, 2004 among Radnet Management, Inc., a California corporation ("RMI"), Diagnostic Imaging Services, Inc., a Delaware corporation ("DIS"), ("Debtors" and each a "Debtor"), the lenders that are now or hereafter at any time parties hereto and listed in Schedule 2 attached hereto (or any amendment or supplement thereto) (each a "Lender" and, collectively, the "Lenders") and Post Advisory Group, LLC ("Post Advisory"), as collateral agent for the Lenders (together with its successors and assigns, the "Collateral Agent"). Capitalized terms used and not defined elsewhere in this Agreement are defined in Section 1 hereof. R E C I T A L S WHEREAS, each of the Debtors is obligated to DVI Financial Service

Intermet – Contract (November 24th, 2004)

EXHIBIT 10.1 SECOND AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT This SECOND AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "AMENDMENT") is dated as of November 19, 2004 and entered into by and among INTERMET CORPORATION, a Georgia corporation ("COMPANY"), THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS (collectively, Company and such Subsidiaries of Company are "BORROWERS" and each a "BORROWER"), THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders ("ADMINISTRATIVE AGENT") and as a Lead Lender, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and Co-Agent for the Lenders ("COLLATERAL AGENT") and as a Lead Lender, and the undersigned Lenders, and is made with reference to that certain Debtor-In-Possession Revolving Credit Agreement dated as of October 22, 2004 (as amended, supplemented or otherwise modified to the

Intermet – Contract (November 12th, 2004)

EXHIBIT 10.1 FIRST AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT This FIRST AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "AMENDMENT") is dated as of November 8, 2004 and entered into by and among INTERMET CORPORATION, a Georgia corporation ("COMPANY"), THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS (collectively, Company and such Subsidiaries of Company are "BORROWERS" and each a "BORROWER"), THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders ("ADMINISTRATIVE AGENT") and as a Lead Lender, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and Co-Agent for the Lenders ("COLLATERAL AGENT") and as a Lead Lender, and the undersigned Lenders, and is made with reference to that certain Debtor-In-Possession Revolving Credit Agreement dated as of October 22, 2004 (the "CREDIT AGREEMENT"), by and among Borrowers, th

National Waterworks – ABR Loans Eurodollar Loans Revolving Loans and Swingline Loans 2.00% 3.00% Replacement Tranche C Term Loans 1.50% 2.50% (October 28th, 2004)
Intermet – Contract (October 28th, 2004)

Page No. -------- Section 1. DEFINITIONS................................................................................. 2 1.1 Certain Defined Terms....................................................................... 2 1.2 Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.......... 38 1.3 Other Definitional Provisions and Rules of Construction..................................... 38 Section 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS.................................................. 39 2.1 Commitments; Making of Revolving Loans; the Register; Optional Notes........................ 39 2.2 Interest on the Revolving Loans............

Contract (October 21st, 2004)

EXHIBIT 10.58 ASSET PURCHASE AGREEMENT AMONG CORONADO TECHNOLOGY GROUP, L.L.C., GERALDINE HOGAN, DAVID LUNT, JORDAN FRAZIER, ANDREW LUNT, AND NICHOLAS ILKA AND MEADE INSTRUMENTS CORP. AND CORONADO, INC. DATED OCTOBER 20, 2004 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of October 20, 2004, is made and entered into by and between Coronado Technology Group, L.L.C., an Arizona limited liability company ("Coronado") on the one hand, and Meade Instruments Corp., a Delaware corporation ("Buyer Parent"), and Coronado, Inc., a California corporation and a wholly owned subsidiary of Buyer Parent ("Buyer"), on the other. In addition, Geraldine Hogan, an ind

Choice One Communication Inc – Contract (October 7th, 2004)

Page ---- 1. AMOUNT AND TERMS OF CREDIT.............................................................................. 4 1.1 Credit Facilities.............................................................................. 4 1.2 Intentionally omitted.......................................................................... 7 1.3 Commitment Termination by Borrowers; Prepayments............................................... 7 1.4 Use of Proceeds. ............................................................................. 8 1.5 Interest and Applicable Margins................................................................ 9 1.6 Eligible Accounts. ..........

Contract (October 4th, 2004)
Contract (July 12th, 2004)

Exhibit 10.56 SETTLEMENT AGREEMENT -------------------- This agreement (the "Agreement") is entered into, effective May 10, 2004, (the "Effective Date") between Meade Instruments Corp. ("Meade"), on the one hand, and Celestron Acquisition, LLC ("Celestron") and James Feltman ("Feltman"), on the other. BACKGROUND ---------- A. As used in this Agreement, the "Parties" are any and all of Meade, Celestron and Feltman. B. Several lawsuits (collectively, the "Litigation") are presently pending between one or more of the Parties in the United States District Court for the Central District of California, including: 1. Case No. SACV 01-976 GLT (MLGx)(the "976 Case"), in which Meade has sued Celestron International Inc. and Tasco Sales Inc., and Tasco Worldwide, alleging infringement of U.S.

Ita Holdings Inc – Contract (September 23rd, 2003)

Exhibit 10.1 - Purchase Agreement, dated September 22, 2003 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made as of the 22nd day of September, 2003 by and among Axeda Systems Inc., a Delaware corporation (the "Company"), and the Investors set forth on the signature pages affixed hereto (each an "Investor" and collectively the "Investors"). Recitals A. The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("Regulation D"), as promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended; and B. The Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and conditions stated in this Agreement, (i) an aggregate of