Each reference in this Agreement to the following terms shall be deemed to have the following meanings.

EXHIBIT 10.5

SECURED ADVANCE FACILITY LOAN AGREEMENT

This SECURED ADVANCE FACILITY LOAN AGREEMENT (the "Agreement") is entered
into as of this 31st day of December, 1998, by and between Xyvision Enterprise
Solutions, Inc., a Delaware corporation with its principal office at 00 Xxx
Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (the "Borrower"), and Xxxxxxx X.
Xxxxxx as trustee of the Tudor Trust u/d/t December 12, 1997, with an address
of 000 Xxxxx Xxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (the
"Lender").

I. DEFINITIONS

Each reference in this Agreement to the following terms shall be deemed to
have the following meanings.

1.1. Advances: Advances by the Lender made pursuant to Section 2 of this
Agreement.

1.2 Default. Each of the following events is hereby defined as and is
declared to be and to constitute a "Default" without further notice by the
Lender to the Borrower:

(a) Failure by the Borrower to make payments within ten days of the due
date of any Liability.

(b) Failure to perform or observe the covenants, agreements or
conditions of the Borrower contained (i) in Section 10 of this Agreement, (ii)
in any other section of this Agreement after the expiration of thirty (30) days
from the receipt by the Borrower of written notice from the Lender that an
event giving rise to grounds for such a Default has occurred, (iii) in the
Secured Promissory Note after the expiration of any applicable cure period or
(iv) in the Security Agreement after the expiration of any applicable cure
period.

(d) If any representation or warranty of the Borrower herein or in any
certificate delivered hereunder shall prove to have been false in any material
respect upon the date when made.

(e) Default shall be made by the Borrower in the performance of any
other covenant or agreement contained in any agreement or instrument that
results in the acceleration of the maturity of any Indebtedness to others of
Borrower under such agreement or instrument.

(f) The occurrence of an unanticipated material adverse change in the
business or financial condition of the Borrower which in the reasonable
judgment of the Lender creates material uncertainty with respect to the ability
of the Borrower to discharge the Liabilities.

1.3. Financing Statements. Uniform Commercial Code financing statements,
substantially in the form attached hereto as Exhibit 1.3, covering all of the
now-existing or after-acquired property of the Borrower.

1.4. First Advance. The advance of Six Hundred Thousand Dollars
($600,000) in United States funds to the Borrower by the Lender. Such advance
was in the form of a loan by the Lender to Xyvision, Inc., the proceeds of
which have been used for the business of the Borrower and the liability for
which has been assumed by the Borrower.

1.5. GAAP. Generally accepted accounting principles.

1.6. Indebtedness. (a) All indebtedness or other obligations that in
accordance with GAAP would be reflected on the balance sheet as a liability;
(b) all indebtedness or other obligations, the payment or collection of which
has been guaranteed (except by reason of endorsement for collection in the
ordinary course of business) or in respect of which the guarantor is liable,
contingently or otherwise, including, without limitation, liable by way of
agreement to purchase, to provide funds for payment, to supply funds to or
otherwise to invest, or otherwise to assure a creditor against loss; (c) all
indebtedness or other obligations for borrowed money or for the deferred
purchase price of property or services secured by (or for which the holder of
such indebtedness has an existing right, contingent or otherwise, to be secured
by) any mortgage, or other encumbrance upon or in property (including, without
limitation, accounts and contract rights) owned by the Borrower whether or not
the Borrower has assumed or become liable for the payment of such indebtedness
or obligations; and (d) capitalized lease obligations.

1.7. Insolvency Proceedings. The (i) filing of a petition or request for
liquidation, reorganization, arrangement, adjudication as a bankrupt, relief as
a debtor, or other relief under the bankruptcy, insolvency or similar laws of
the United States of America or any state or territory thereof or any foreign
jurisdiction now or hereafter in effect; (ii) making of a general assignment
for the benefit of creditors; (iii) consent to the appointment of a receiver or
trustee, including, without limitation, a "custodian" as defined in the
Bankruptcy Code set forth in Title 11 of the United States Code for a party or
any of its assets; (iv) execution of a consent to any other type of insolvency
proceeding (under the Bankruptcy Code or otherwise) or any formal or informal
proceeding for the dissolution or liquidation of, or settlement of claims
against or winding up of affairs of a party; (v) the appointment

of a receiver, trustee, custodian or officer performing similar functions,
including, without limitation, a "custodian" as defined in the foregoing
Bankruptcy Code, for a party or any of its assets, or (vi) the filing of a
request or petition for liquidation, reorganization, arrangement, adjudication
as a bankrupt or similar laws of the United States of America, any state or
territory thereof, or any foreign jurisdiction now or hereafter in effect, or
of any other type of insolvency proceeding (under the Bankruptcy Code or
otherwise) or any formal or informal proceeding for the dissolution or
liquidation of, settlement of claims against or winding up of affairs of a
party.

1.8. Liabilities. All amounts advanced and unpaid under this Agreement,
the accrued and unpaid interest on such amounts and any and all other expenses
or charges due from the Borrower to the Lender under this Agreement and the
Secured Promissory Note.

1.9. Maximum Loan Amount. One Million Dollars ($1,000,000).

1.10. Minimum Draw. The minimum amount of any Advance under this
Agreement shall be Fifty Thousand Dollars ($50,000).

1.11. Minimum Partial Payment Amount. The minimum amount of any partial
prepayment under this Agreement shall be One Hundred Thousand Dollars
($100,000).

1.12. Permitted Indebtedness, All of the following:

(a) Indebtedness owing to the Lender;

(b) Indebtedness incurred in favor of trade creditors and in the
ordinary course of business and not outstanding more than 180 days; and

1.13. Secured Promissory Note. The secured promissory note dated
December 31, 1998 in the amount of One Million Dollars ($1,000,000) executed by
the Borrower and delivered to the Lender on or about the date hereof.

1.14. Security Agreement. The Security Agreement, dated December 31,
1998, executed by the Borrower and delivered to the Lender as security for the
Secured Promissory Note, as it may be further amended from time to time
hereafter.

1.15. Intellectual Property Assignment. The Assignment of Patents and
Trademarks, dated December 31, 1998, executed by the Borrower and delivered to
the Lender as security for the Secured Promissory Note, as it may be amended
from time to time.

II. THE LOAN

2.1. Loan. Subject to the terms and conditions set forth herein and
prior to any Default hereunder and so long as no Insolvency Proceedings have
commenced against the Borrower, the Lender agrees that it will lend to the
Borrower and the Borrower agrees that it may borrow and repay from time to time
amounts not to exceed the Maximum Loan Amount (the "Loan").

2.2. Interest. Amounts advanced to the Borrower by the Lender under this
Agreement shall bear interest, payable as set forth in Section 3.2 of this
Agreement, from the date of each such Advance on the unpaid principal balance
thereof until paid in full at a rate of eight percent (8%) per annum and after
any Default at the rate of twelve percent (12%) per annum.

2.3. Advances. The Lender agrees to make Advances to the Borrower upon
the Borrower's request, as set forth herein.

2.4. Requests For Advances. The Borrower may at any time, and from time to
time, request Advances from the Lender in amounts not less than the Minimum
Draw, unless at the time the Advance is requested the difference between the
aggregate principal amount of unpaid Advances then outstanding and the Maximum
Loan Amount is less than the Minimum Draw, in which event the Borrower may
request Advances in an aggregate amount which is less than the Minimum Draw.
All requests for Advances shall be made by the Borrower to the Lender in
writing and the Borrower may deliver any such written request for an Advance by
telecopy transmission. III. PAYMENTS

3.1. Scheduled Principal Payment. All Liabilities shall be paid in full
on March 31, 2000, unless declared due and payable earlier by the Lender as set
forth herein. Notwithstanding the foregoing, all Liabilities shall be paid in
full upon any sale of all or substantially all of the assets of the Borrower or
the merger or consolidation of the Borrower with or into another corporation in
which the beneficial owners of the Borrower's voting stock immediately before
the merger or consolidation own less than a majority of the surviving or
acquiring entity's voting stock immediately after the merger or consolidation.

3.2. Scheduled Interest Payments. Interest accrued shall be due and
payable in cash annually in arrears on the first day of each calendar quarter.

3.3. Prepayment. The Borrower may from time to time prepay any amount
outstanding under this Agreement or the Secured Promissory Note, in whole or in
part, without premium or penalty, by wire transfer; provided, however, that any
such partial prepayment shall be made in an aggregate amount of not less than
the Minimum Partial Payment Amount, and that payments in excess of the Minimum
Partial Payment Amount shall only be an integral multiple thereof.

IV. SECURITY

As security for the full and timely payment of the principal and interest
on the Secured Promissory Note and the Liabilities, whether now existing or
hereafter arising:

4.1. Security Agreement. The Borrower has duty executed and delivered to
the Lender the Security Agreement and Financing Statements covering all of the
now existing or after-acquired property of the Borrower, as more fully
described therein.

4.2. Recording. The Borrower shall, at its cost and expense, cause all
instruments and documents given as security pursuant to the Security Agreement,
including the Financing Statements, to be duty recorded and/or filed in all
places necessary, in the opinion of the Lender to perfect and protect the
security interest of the Lender in the property covered thereby.

V. USE OF PROCEEDS

5.1. Ordinary Course of Business. The Borrower agrees that the
Advanceswill be used solely in the ordinary course of the Borrower's business.

VI. CLOSING

6.1. Closing. The execution and delivery of this Agreement and the other
documents to be delivered in connection with this Agreement shall take place at
the offices of Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx on
December 31, 1998 or at such other place and time as the parties in writing
shall agree.

VII. CONDITIONS PRECEDENT

The obligation of the Lender to make the Loan, and each Advance
thereunder, is subject to the satisfaction of the following conditions
precedent.

7.1 Secured Promissory Note. The Lender shall have received a duly
executed and delivered Secured Promissory Note in a form substantially similar
to that attached hereto as Exhibit 7.1.
7.2. Documents. The Lender shall have received all instruments and documents
required to be delivered pursuant to Article IV, and the same shall be in full
force and effect.

7.3. Representations and Warranties. All representations and warranties
of the Borrower contained herein shall be true and correct.

7.4. No Event of Default. There shall exist no Default and no condition,
event or act which, with notice or lapse of time or both, would constitute a
Default.

VIII. REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

8.1. Corporate Authority.

(a) Incorporation; Good Standing. The Borrower (i) is a corporation
duty organized, existing and in good standing under the laws of the State of
its incorporation; (ii) has all requisite corporate power to own its property
and conduct its business as now conducted and as presently contemplated; and
(iii) is in good standing as a foreign corporation and is duly authorized to do
business in each jurisdiction where the failure to be so qualified would have a
material adverse effect on the business and financial condition of the
Borrower.

(b) Authorization. The execution, delivery and performance of this
Agreement, the Secured Promissory Note, the Security Agreement (together, the
"Loan Documents") and the transactions contemplated hereby (i) are within the
corporate authority of the Borrower, (ii) have been authorized by proper
corporate proceedings and (iii) will not contravene any provision of law, its
Certificate of Incorporation or By- Laws or any other agreement, instrument or
undertaking binding upon the Borrower. Each of the Loan Documents constitutes
the legal, valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms.

8.2. Title to Properties; Absence of Liens. The Borrower has good and
valid title to all properties, assets and rights of every name and nature now
purported to be owned by it free from all defects, liens, charges and
encumbrances whatsoever, except as set forth in Schedule 8.2 hereof.

8.3. No Default. The Borrower is not in default in any material
respect under any material contract, agreement or obligation, which default
could result in a significant impairment of the ability of the Borrower to
fulfill its obligations hereunder or a significant impairment of its financial
position or business, except as set forth on Schedule 8.3 attached hereto.

8.4. Litigation. There is no litigation, proceeding or governmental
investigation pending, or to the knowledge of its officers, threatened against
the Borrower that will adversely affect the ability of the Borrower to perform
its obligations hereunder, that is likely to affect the Lender's security
interest in the Collateral (as defined in the Security Agreement), or that if
determined adversely to the Borrower is reasonably likely to have a material
adverse effect on the financial condition or business of the Borrower or result
in any material liability on the part of the Borrower nor is there any basis in
fact therefor known to the Borrower, except as set forth in Schedule 8.4
attached hereto.

8.5. Insurance. The Borrower maintains in force fire, casualty,
comprehensive liability and other insurance covering its properties and
business that is adequate and customary for the type and scope of its
properties and business.

8.6. Patents, Copyrights, etc. Schedule 8.6 hereof sets forth a true,
correct and complete list and, where appropriate, a description of, all
patents, copyrights, trademarks, trade names and service marks that are
material to the conduct of the Borrower's business as now or as proposed to be
conducted (the "Intellectual Property"). The Borrower owns or has the full
right to use all Intellectual Property. The Borrower has received no notice of,
and has no knowledge of any basis for, a claim against it that any of its
operations, activities, products or publications infringe on any patent,
trademark, trade name, copyright or other property rights of a third party, or
that it is illegally or otherwise using the trade secrets, formulae or any
property rights of others. The Borrower has no disputes with or claims against
any third party for infringement by such third party of any Intellectual
Property.

IX. AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that from the date hereof and as long as
any indebtedness is outstanding hereunder:

9.1. Notices. It will promptly notify the Lender in writing of the
occurrence of any act, event or condition which constitutes or which after
notice or lapse of time, or both, would constitute a Default hereunder.

9.2. Financial Statements. It will furnish to the Lender:

(a) Within 90 days after the end of each fiscal year, the
consolidated balance sheet of the Borrower, as at the end of, and the related
consolidated statements of earnings and of changes in financial position for,
such year reported upon by independent certified public accountants, together
with a written statement by the accountants certifying such financial
statements to the effect that in the course of the audit upon which their
certification of such financial statements was based (but without any special
or additional audit procedures for the purpose) they obtained knowledge of no
condition or event relating to financial matters which constitutes a Default
under this Agreement, or, if such accountants shall have obtained in the course
of such audit knowledge of any Default, they shall disclose in such written
statement the nature and period of existence thereof, it being understood that
such accountant shall be under no liability, directly or indirectly, to the
Lender for failure to obtain knowledge of any such Default;

(b) Upon written request of the Lender, a quarterly report showing
any variance from the operating budget to actual results of operations and a
monthly statement of profit and loss, with such report accompanied by a
narrative explaining the variances;

(c) Annually, a copy of Borrower's operating budget for the ensuing
fiscal year, and upon request of the Lender, the Borrower's cash flow
projections on a monthly basis;

(d) From time to time such other financial data and information as
the Lender may reasonably request; and

(e) The financial statements referred to above in this Section 9.2
shall be prepared in accordance with GAAP.

9.3. Corporate Existence of Properties. It will do or cause to be done
all things necessary to preserve and keep in full force and effect its
corporate existence, rights and franchises and to operate its business in
conformity with all applicable laws and regulations. It will cause all of its
properties used or useful in the conduct of its business to be maintained and
kept in good condition, repair and working order and supplied with all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Borrower may

be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 9.3 shall prevent the Borrower from discontinuing the
operation and maintenance of any of its properties if such discontinuance is,
in the judgment of the Borrower, desirable in the conduct of its business and
not disadvantageous in any material respect to the Lender.

9.4. Insurance. It will maintain, with financially sound and reputable
insurance companies, funds or underwriters insurance of the kinds covering the
risks and in the relative proportionate amounts usually carried by companies
conducting business similar to that of the Borrower.

9.5. Taxes. It will pay or cause to be paid all taxes, assessments or
governmental charges on or against it or its properties prior to the time when
they become delinquent; provided that this covenant shall not apply to any tax,
assessment or charge which is being in good faith contested and with respect to
which adequate reserves have been established and are being maintained in
accordance with GAAP.

9.6. Expenses. It will reimburse the Lender for all reasonable out-of-
pocket expenses, including but not limited to, the reasonable fees and costs of
special counsel for the Lender and other reasonable attorneys' fees and costs
incurred or expended in connection with the enforcement of any obligations of
the Borrower under this Agreement, the Secured Promissory Note or the Security
Agreement.

9.7. Certain Taxes. It will pay any documentary stamp taxes or similar
excise taxes which may at any time be determined to be payable by the Lender
with respect to the execution and delivery of this Agreement or the note issued
hereunder and indemnify the Lender against any expense or liability resulting
from any nonpayment or delay in the payment of any such tax.

9.8. Further Assurances. It will execute and deliver to the Lender such
further instruments, provide it with such further data and information and take
such further action as it may reasonably request or as may be necessary or
desirable further to effect the purposes of this Agreement.

9.9. Inspection. It will permit during reasonable business hours any
person designated by the Lender to visit and inspect its properties, corporate
books and financial records and to discuss its affairs, finances and accounts
with its officers and employees as often as the Lender may reasonably request.

9.10. Legal Expenses. It will pay the legal fees and out-of-pocket
expenses of the Lender's counsel incurred in connection with the preparation,
execution and delivery of the Loan Documents.

X. NEGATIVE COVENANTS

The Borrower covenants and agrees that from the date hereof, and as long
as any Liability is outstanding hereunder, except with the written consent of
the Lender:

10.1. Dividends. The Borrower will pay no dividends either in cash or
kind on any class of its capital stock nor make any distribution (other than in
kind) on account of its stock, nor redeem, repurchase or otherwise acquire
directly or indirectly any of its stock.

10.2. Loans. The Borrower will not make any loans or advances to any
individual, firm or corporation, including without limitation its officers and
employees; provided, however, that it may make advances to its employees,
including its officers, with respect to reasonable business expenses incurred
by such employees which expenses are reimbursable by it.

10.3. Purchase of Securities. The Borrower will not invest in or
purchase any stock or securities of any individual, firm or corporation other
than U.S. Government obligations with a maturity not greater than one (1) year
or certificates of deposits with banks having a principal office within the
United States.

10.4. Merger. The Borrower will not merge or consolidate or be merged or
consolidated with or into any other corporation.

10.5. Sale of Assets. The Borrower will not sell or dispose of any of
its assets except in the ordinary and usual course of its business.
Notwithstanding the foregoing, nothing herein shall prohibit or be applied to
limit the Borrower from exchanging or trading in old equipment toward the
purchase of new equipment.

10.6. Other Security Interests. The Borrower will not grant or suffer to
exist any security interest in, or mortgage of, any of its properties or
assets, except for liens set forth in Schedule 8.2 attached hereto and except
for the granting of a purchase money security interest on specific items of new
equipment acquired by Borrower.

10.7. Not To Engage in Other Business. The Borrower will not engage in
any business other than the business in which it is currently engaged or a
business reasonably allied thereto.

10.8. Capital Expenditures. The Borrower will not in any fiscal year
make or incur any obligation to make any expenditures for the acquisition of or
improvements or addition to any real property, machinery, equipment, fixtures
or furniture, by purchase or by lease purchase agreement or option, the
aggregate cost or annual

rental of which is in excess of Six Hundred Thousand Dollars ($600,000),
exclusive of such fixed assets to be acquired with the proceeds of the Loan or
any part thereof.

10.9. Indebtedness. The Borrower will not create, incur, assume or
suffer to exist any Indebtedness other than Permitted Indebtedness.

XI. DEFAULTS BY BORROWER AND REMEDIES

11.1 Acceleration. Upon the occurrence of a Default, the Lender may by
notice in writing to the Borrower declare the principal of all Advances then
remaining unpaid and the interest accrued thereon and all other Liabilities of
the Borrower hereunder immediately due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby
expressly waived.11.2. Suits for Enforcement. In case any one or more Defaults
shall occur and be continuing, the Lender may proceed to protect and enforce
its rights or remedies either by suit in equity or by action at law, or both,
whether for the specific performance of any covenant, agreement or other
provision contained herein, in the Secured Promissory Note, the Security
Agreement or in any other document or instrument delivered in connection with
or pursuant to this Agreement, or to enforce the payment of the Secured
Promissory Note or any other legal or equitable right or remedy.

11.3. Rights and Remedies Cumulative. No right or remedy herein
conferred upon the Lender is
intended to be exclusive of any other right or remedy contained herein, in the
Secured Promissory Note, the Security Agreement or in any other instrument or
document delivered in connection with or pursuant to this Agreement, and every
such right or remedy shall be cumulative and shall be in addition to every
other such right or remedy contained herein and therein or now or hereafter
existing at law or in equity or by statute, or otherwise.

11.4. Rights Not Waived. No course of dealing between the Borrower and
the Lender, nor any failure on the part of the Lender to complain of any action
or non- action on the part of the Borrower, no matter how long the same may
continue, shall ever be deemed to be a waiver by the Lender of any of its
rights hereunder. Further, no waiver by the Lender at any time of any of the
provisions hereof shall be construed as a waiver of any of the other provisions
hereunder, or a waiver at any subsequent time of the same provision. The
consent or approval by the Lender to or of any action by the Borrower requiring
the Lender's consent or approval shall not waive or render unnecessary the
Lender's consent or approval to or of any subsequent similar act by the
Borrower.

XII. GENERAL

12.1. Notice. Except as expressly provided herein, all notices required
or permitted to be given hereunder be in writing and sent certified mail as
follows:

(a) To the Lender:

Tudor Trust
000 Xxxxx Xxxxxxx Xxxxx,
0xx Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
with a copy to:

Xxxxx X. Xxxxx, Esq.
Xxxxxxx Xxxxx Xxxxxxx & Ingersoll
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000

(b) To the Borrower
Xyvision Enterprise Solutions, Inc.
00 Xxx Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000-0000
Attn: President
with a copy to:

Xxxxxxx X. Xxxxxxx, Esq.
Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000

12.2. Successors and Assigns. The obligations of the Borrower hereunder
shall be binding upon its successors and assigns (but such reference is not
intended as a consent to any assignment not specifically permitted by the
Lender) and shall inure to the benefit of the successors and assigns of the
Lender.

12.3. Term. The term of this Agreement shall be until all of the
Borrower's indebtedness to the Lender, or its assignee, is paid in full.

12.4. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of The Commonwealth of Massachusetts and shall
constitute an agreement under seal.

12.5. Entire Agreement. This Agreement together with the other Loan
Documents constitute the entire understanding and agreement between the parties
with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, whether written or oral, between the parties
with respect to such subject matter.

12.6. Confirmation of Security. The Borrower confirms and agrees that
all of the Liabilities constitute "Obligations" as defined in the Security
Agreement, constitute "Secured Obligations" as defined in the Intellectual
Property Agreement and are secured pursuant to the terms of the Security
Agreement and the Intellectual Property Assignment.

XYVISION ENTERPRISE SOLUTIONS, INC.

By: /s/ Xxxxx X. Xxxxx
---------------------
Xxxxx X. Xxxxx
President

/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx, as Trustee of the Tudor Trust
u/d/t
December 12, 1997 and not individually

SECURED PROMISSORY NOTE

$1,000,000
Boston, Massachusetts December 31, 1998
FOR VALUE RECEIVED, the undersigned XYVISION ENTERPRISE SOLUTIONS, INC., a
Delaware corporation with a principal place of business located at 00 Xxx
Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx (hereinafter, the "Borrower") promises to
pay in good U.S. funds to the order of Xxxxxxx X. Xxxxxx as trustee of the
Tudor Trust u/d/t dated December 12, 1997 (hereinafter, with any subsequent
holder, the "Lender"), at the Lender's principal office located at 000 Xxxxxxx
Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx, the Liabilities then outstanding under the
loan made by the Lender to the Borrower pursuant to that certain Secured
Advance Facility Loan Agreement executed between the Borrower and the Lender
dated December 31, 1998 (the "Agreement"). Advances made pursuant to the
Agreement shall bear interest at the rate of eight (8) percent per annum and
after any Default at the rate of twelve (12) percent per annum, calculated
based upon a 360-day year and actual day months.

Interest at the rate set forth above shall be paid on the first day of
each calendar quarter in arrears on the outstanding principal amount of
Advances made under the Agreement, all as provided in Section 3.2 of the
Agreement. Unless a Default under the Agreement shall have occurred earlier,
the principal balance of this Note shall be due and payable in full on March
31, 2000.

To secure the obligations of the Borrower under this Note, the Lender has
been granted a security interest in substantially all of the Borrower's
presently existing and hereafter acquired property pursuant to that certain
Security Agreement executed between the Borrower and the Lender dated December
31, 1998 (the "Security Agreement"). All capitalized terms used herein, unless
otherwise defined herein, shall have the meanings ascribed to them in the
Security Agreement.

No delay or omission by the Lender in exercising or enforcing any of the
Lender's powers, rights, privileges, remedies or discretions hereunder shall
operate as a waiver thereof on that occasion nor on any other occasion.

After demand by the Lender, the Borrower will pay on demand all reasonable
attorneys' fees and out-of-pocket expenses incurred by the Lender in recovering
the amounts due to the Lender by the borrower hereunder.

This Note shall be binding upon the Borrower and upon its heirs,
successors, assigns, and representatives, and shall inure to the benefit of the
Lender and its successors, endorsees, and assigns.

This Note shall be governed by the laws of the Commonwealth of
Massachusetts and shall take effect as a sealed instrument.

XYVISION ENTERPRISE SOLUTIONS, INC.

By: /s/ Xxxxx X. Xxxxx
---------------------
Xxxxx X. Xxxxx
President

SECURITY AGREEMENT

This SECURITY AGREEMENT is made as of this 31st day of December, 1998 (the
"Agreement") between XYVISION ENTERPRISE SOLUTIONS, INC., a Delaware
corporation, having its principal place of business at 00 Xxx Xxxxxxxx Xxxx,
Xxxxxxx, Xxxxxxxxxxxxx 00000 (the "Debtor"), and Xxxxxxx X. Xxxxxx as trustee
of the Tudor Trust u/d/t dated December 12, 1997, having a principal place of
business at 000 Xxxxx Xxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
(the "Secured Party").

WHEREAS, the Debtor and the Secured Party are parties to a Secured Advance
Facility Loan Agreement dated as of December 31, 1998 (such agreement, as it
may be amended from time to time hereafter, the "Loan Agreement"); and

WHEREAS, as an inducement to the Secured Party to execute and deliver the
Loan Agreement, and to make the loans contemplated thereunder, the Debtor has
agreed to enter into this Agreement and grant the security interests specified
herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and with the specific intent to
be bound hereby, the Debtor and the Secured Party hereby agree as follows:

1.0 SECURITY INTEREST. The Debtor, for valuable consideration, receipt of
which is acknowledged, hereby grants to the Secured Party a security interest
in the Debtor's now owned or hereafter acquired: (a) inventory, (b) accounts,
contract rights, chattel paper, documents and instruments; (c) general
intangibles, including but not limited to trademarks, patent rights,
copyrights, goodwill, records, computer programs and rights in premises used in
the conduct of the Debtor's business; (d) equipment, including but not limited
to all vehicles, machinery, tools, furniture and fixtures; (e) other personal
property of every kind whatsoever, including tax refunds or interests in and
claims under policies of insurance; and all products and proceeds of the above
(the "Collateral").

2.0 OBLIGATIONS SECURED. The security interest granted hereby secures
payment and performance of all debts, loans, liabilities and agreements of the
Debtor to the Secured Party of every kind and description, whether now existing
or hereafter arising, under the Loan Agreement and that certain $1,000,000
Secured Promissory Note made by the Debtor and delivered to the Secured Party
of even date herewith, or any replacement note or any other note issued under
the Loan Agreement (the "Obligations").

3.0 THE DEBTOR'S REPRESENTATIONS AND WARRANTIES. The Debtor represents and
warrants that:

3.1 The Debtor has no place of business other than that shown above and on
Schedule 3.1 attached hereto, and that the Debtor keeps its inventory and
records concerning accounts, contract rights and substantially all its assets
at the location shown above, which is its chief executive office. The Debtor
will promptly notify the Secured Party in writing of any change in the location
of its chief executive office or the establishment of any new place of business
where its inventory or records are kept.

3.2 The Debtor is a corporation duly organized, validly existing and in
good standing under the laws of Delaware. The execution, delivery and
performance of this Agreement has been duly authorized.

3.3 The Debtor will at all times keep in a manner satisfactory to the
Secured Party accurate and complete records of the Debtor's inventory and
accounts, will maintain the Collateral in good repair and working order and
will keep the Collateral insured, naming the Secured Party as a loss payee.

3.4 The Debtor's execution and delivery of this Agreement and its grant of
the security interest provided herein does not violate any law, regulation or
agreement by which the Debtor is bound.

4.0 FINANCING STATEMENTS. The Debtor hereby agrees to execute, deliver and
pay the cost of filing any financing statement, or other notices or assignments
appropriate under applicable law, in respect of any security interest created
pursuant to this Agreement which may at any time be required or which, in the
opinion of the Secured Party, may at any time be desirable. In the event that
any re-recording or refiling thereof (or the filing of any statements of
continuation or assignment of any financing statement) is required to protect
and preserve such lien or security interest, the Debtor shall, at its cost and
expense, cause the same to be re-recorded and/or refiled at the time and in the
manner requested by the Secured Party. The Debtor hereby irrevocably designates
the Secured Party, its agents, representatives and designees as agents and
attorneys-in-fact for the Debtor to sign such financing statements on behalf of
the Debtor.

5.0 THE DEBTOR'S RIGHTS UNTIL DEFAULT. In the absence of any Default as
defined in the Loan Agreement and any Default hereunder, the Debtor shall have
the right to possess the Collateral, manage its property and sell its inventory
in the ordinary course of business.

6.0 DEFAULT. The Debtor shall be in default under this Agreement upon the
happening of any of the following events or conditions, upon receipt from the
Secured Party of a written notice of default and the expiration of any
applicable grace period:

6.1 Failure by the Debtor to observe or perform any of its agreements,
warranties or representations in this Agreement, after notice and expiration of
thirty (30) days during which the Debtor may cure any such default;

6.2 Failure by the Debtor to pay when due any liability, whether by
maturity, acceleration or otherwise;

6.3 The occurrence of a Default under the Loan Agreement;

6.4 Dissolution, termination of existence, insolvency, business failure,
voluntary appointment of a receiver or custodian, or involuntary appointment of
a receiver or custodian not removed within ninety (90) days of its appointment,
of any part of the Debtor's Property, assignment or trust mortgage for the
benefit of creditors by the Debtor, the voluntary commencement of any
proceeding under any bankruptcy or insolvency laws of any state or of the
United States by the Debtor or any involuntary commencement of a case under any
bankruptcy or insolvency laws which is not dismissed within ninety (90) days.

7.0 THE SECURED PARTY'S RIGHTS UPON DEFAULT. Upon default and at any time
thereafter, the Secured Party, without presentment, demand, notice, protest or
advertisement of any kind, may:

7.1 Notify account debtors that the Collateral has been assigned to the
Secured Party and that payments shall be made directly to the Secured Party and
upon request of the Secured Party, the Debtor will so notify such account
debtors that their accounts must be paid to the Secured Party. After
notification, the Debtor shall immediately upon receipt of all checks, drafts,
cash and other remittances deliver the same in kind to the Secured Party. The
Secured Party shall have full power to collect, compromise, endorse, sell or
otherwise deal with the Collateral or Proceeds thereof in its own name or in
the name of the Debtor and the Debtor hereby irrevocably appoints the Secured
Party its attorney-in-fact for this purpose.

7.2 Notify the Debtor to assemble the Collateral at a place designated by
the Secured Party.

7.3 Take possession of the Collateral and the premises at which any
Collateral is located and sell all or part of the Collateral at a public or
private sale.

7.4 In the case of any sale or disposition of the Collateral, or the
realization of funds therefrom, the proceeds thereof shall first be applied to
the payment of the expenses of such sale, commissions, reasonable attorneys
fees and all charges paid or incurred by the Secured Party Pertaining to said
sale or this Agreement, including any taxes or other charges imposed by law
upon the Collateral and/or the owning, holding or transferring thereof;
secondly, to pay, satisfy and discharge the Obligations secured hereby; and,
thirdly, to pay the surplus, if any, to the Debtor, provided that the time of
any application of the proceeds shall be at the sole and absolute discretion of
the Secured Party. To the extent such proceeds do not satisfy the foregoing
items, the Debtor hereby promises and agrees to pay any deficiency. Except for
Collateral that is perishable or is a type customarily sold in a recognized
market, the Secured Party will give the Debtor at least ten (10) days written
notice of the time and place of any sale of the Collateral.

8.0 MISCELLANEOUS. (a) This Agreement constitutes the entire agreement
between the parties; the Agreement or any part thereof cannot be changed,
waived, or amended except by an instrument in writing signed by the Secured
Party; and waiver on one occasion shall not operate as a waiver on any
occasion. (b) Any notice required or permitted hereunder shall be in writing
and shall be duly given to any party if hand delivered or sent by nationally
recognized overnight mail carrier, in each case with a return receipt
requested, or if sent by certified first class United States Mail, postage
prepaid to the address set forth above or to such other address as may be
specified by notice in writing. (c) The Uniform Commercial Code and other laws
of Massachusetts shall govern the construction of this Agreement.

EXECUTED as an instrument under seal by the duly authorized officers of
the parties as of the date first above written.

DEBTOR: SECURED PARTY:

XYVISION ENTERPRISE TUDOR TRUST
SOLUTIONS, INC.

By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------- ---------------------
Name: Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxx, as
Title: President Trustee of the Tudor Trust u/d/t
dated December 12, 1997
and not individually

SCHEDULE 3.1

Office Locations

1. 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx XX0 0XX, Xxxxxx Xxxxxxx

2. 00 Xxx x'Xxxxxxxxx, X-00000 Xxxxxxxx-Xxxxxxxxxxx, Xxxxxx

3. X00000 XX 00xx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000

ASSIGNMENT OF PATENTS AND TRADEMARKS

THIS ASSIGNMENT OF PATENTS AND TRADEMARKS (hereinafter referred to as the
"Assignment"), is made as of December 31, 1998 by and between XYVISION
ENTERPRISE SOLUTIONS, INC., a Delaware corporation with its principal place of
business at 00 Xxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Massachusetts
01867 (hereinafter referred to as the "Company"), and Xxxxxxx X. Xxxxxx as
trustee of the Tudor Trust, u/d/t dated December 12, 1997, having a principal
office at 000 Xxxxx Xxxxxxx Drive, 4th Floor, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
(hereinafter referred to as the "Lender").

WHEREAS, the Company and the Lender have entered into a Secured Advance
Facility Loan Agreement of even date herewith (the "Agreement") pursuant to
which the Lender has agreed to make available to the Company a working capital
line of credit in the principal amount of $1,000,000 (the "Loan"); and

WHEREAS, as an inducement to the Lender to execute and deliver the
Agreement, and to make the Loan pursuant to the Agreement and as security for
the Secured Promissory Note (the "Note") related thereto, the Company has
agreed to enter into this Assignment and grants the security interests
specified herein;

NOW THEREFORE, for good and valuable consideration, and to secure the
payment and performance of all the Secured Obligations (as defined below), the
parties hereto agree as follows:

1. Definitions. All capitalized terms used herein and not defined shall
have the meanings prescribed therefor in the Agreement. The term "Secured
Obligations" means all obligations of the Company to the Lender, whether
currently existing or hereafter incurred or created, under the Agreement
including, without limitation, (a) all principal of and interest (including,
without limitation, any interest which accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency or
reorganization of the Company) on any advance to the Company under, or the Note
issued by the Company pursuant to, the Agreement; (b) all other amounts payable
by the Company under the Agreement; (c) all other amounts payable by the
Company hereunder; and (d) any renewals or extensions of any of the foregoing.

2. Assignment and Grant of Agreement and Security Interest. As collateral
security for the prompt and
complete payment and performance of all the Secured Obligations, together with
any and all expenses which may be incurred by the Lender in collecting any or
all of such Secured Obligations or enforcing any rights, obligations or
liabilities under this Assignment, the Company hereby grants to the Lender a
security interest in, and, contingent only upon the occurrence of a Default
under the Agreement, assigns, transfers and conveys to the Lender all of the
Company's right, title and interest in, to and under, the following (all of
which are hereinafter collectively called the "Collateral"):

a. (i) all patents registered with the United States Office of Patents
and Trademarks (the "Patent and Trademark Office") or any foreign patent
offices listed on Schedule I attached hereto (the "Patents") and all United
States and foreign Patent applications listed on Schedule I ("Patent
Applications"); (ii) all trademarks registered with the Patent and Trademark
Office or any foreign trademark offices listed on Schedule I (the
"Trademarks"), together with the goodwill of the business connected with the
use of, and symbolized by, such Trademarks and all United States and foreign
Trademark applications listed on Schedule I ("Trademark Applications"); (iii)
all re-issues, divisions, continuations, renewals, extensions and
continuations-in-part of the Patents and Trademarks; and (iv) the right to xxx
for past, present and future infringements of the Patents and Trademarks;

b. all inventions, processes, production methods, proprietary
information, know-how and trade secrets used or useful in the business of the
Company, all trade names, service marks, logos, copyrights and the like owned
or used by the Company and used or useful in the business of the Company and
goodwill relating to the same; and, to the extent assignable pursuant to their
terms, all licenses or other agreements granted to the Company with respect to
any of the foregoing, in each case whether now or hereafter owned or used; all
information, customer lists, identification of suppliers, data, plans,
blueprints, specifications, designs, drawings, recorded knowledge, surveys,
engineering reports, test reports, manuals, materials standards, catalogs,
computer and automatic machinery, software and programs, and the like
pertaining to operations by the Company in, on or about any of its facilities;
sales data and other information relating to sales; and all accounting
information pertaining to operations in, on or about any of its facilities and
all media in which or on which any of the information or knowledge or data or
records relating to its facilities may be recorded or stored and all computer
programs used for the relating to sales; and all accounting information
pertaining to operations in, on or about any of its facilities and all media in
which or on which any of the information or knowledge or data or records
relating to its facilities may be recorded or stored and all computer programs
used for the compilation or printout of such information, knowledge, records

or data; and

c. all proceeds of any and all of the foregoing.

3. Representations and Warranties. As an inducement to the Lender to enter
into this Assignment, the Company makes the following representations and
warranties:

a. Schedule I correctly sets forth all Patents, Patent Applications,
Patent Licenses, Trademarks, Trademark Applications and Trademark Licenses in
which the Company has any right, title or interest.

b. The Company is the absolute owner of the entire right, title and
interest in and to the Patents and Trademarks and has used and is now using in
interstate commerce the material protected by the Patents and Trademarks, and
has duly and properly deposited a copy of such material in the Patent and
Trademark Office and any foreign patent and trademark offices in which such
marks are registered.

c. There has been no decision adverse to the Company's claim of
ownership of the material protected by the Patents and Trademarks or to its
right to register the same, and there is no proceeding involving said materials
or rights threatened or pending in the Patent and Trademark Office or the
courts, except as otherwise expressly disclosed in the Agreement.

d. The Company has the right to the exclusive use of the material
protected by the Patents and Trademarks, free and clear of all liens, charges
and encumbrances in favor of other persons, with full right to pledge, sell,
assign, transfer and grant a security interest therein, and, except as
expressly disclosed in Schedule I, has granted no licenses, security interests
(other than those granted to the Lender by this Assignment) or other rights or
encumbrances to such material.

The Company agrees that it will at its expense forever warrant and, at the
Lender's request, defend the same from any and all claims and demands of any
other person and that it will not create or permit to exist any lien upon or
security interest in the Collateral in favor of any other person, except as
otherwise permitted by the Agreement. The Company hereby agrees to pay,
indemnify, and hold the Lender harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses of disbursements of any kind or nature whatsoever with
respect to the Collateral, including, without limitation, claims of patent or
trademark infringement provided that the Company shall have no obligation
hereunder with respect to such indemnification arising from the Lender's gross
negligence or willful misconduct.

e. This Assignment constitutes and shall at all times constitute a valid
first lien on the Collateral and shall at all times constitute the only lien on
the Collateral except for statutory liens imposed on the Collateral without the
consent of the Company. The Company agrees that it will not grant, create or
permit to exist any lien upon or security interest in the Collateral in favor
of any person other than the Lender.

4. Continued Use of the Patents and Trademarks. During the term of this
Assignment, the Company shall employ the Patents and Trademarks in the same or
similar manner as it has in the past, and shall employ the appropriate notice
of such Patents and Trademarks in connection with the works for which such
Patents and Trademarks were granted. The Company agrees to use its best ability
to maintain the registration of the Patents and Trademarks in full force and
effect by taking any action which it believes necessary, through attorneys of
its choice, all at its expense. To the extent that such appointment is required
by law, the Lender hereby appoints the Company as its attorney-in-fact to pay
maintenance fees and to take such action to maintain the registration of the
Patents and Trademarks. In the event that any Patent or Trademark is infringed
by a third party, so as to have a material adverse effect on the business,
properties or financial condition of the Company or any subsidiary thereof or
if such infringement gives rise to litigation or to the filing of a claim or
notice of opposition with the Patent and Trademark Office, the Company shall
promptly notify the Lender and shall take such actions as may be required to
terminate such infringement. Any damages recovered from the infringing party
shall be deemed to be part of the Collateral. The Company shall not assign this
Assignment or any rights in the Patents and Trademarks or the material
protected thereby without the prior written approval of the Lender (except for
the escrow of software in the ordinary course of business) and such attempted
assignment shall be void ab initio.

5. Continuing Liability. The Company hereby expressly agrees that,
anything herein to the contrary notwithstanding, it shall remain liable under
each license, interest and obligation assigned to the Lender hereunder to
observe and perform all the conditions and obligations to be observed and
performed by it thereunder, all in accordance with and pursuant to the terms
and provisions thereof. The Lender shall not have any obligation or liability
under any such license, interest or obligation by reason of or arising out of
this Assignment or the assignment thereof to the Lender or the receipt by the
Lender of any payment relating to any such license, interest

or obligation pursuant hereto, nor shall the Lender be required or obligated in
any manner to perform or fulfill any of the obligations of the Company
thereunder or pursuant thereto, or to make any payment, or to make any inquiry
as to the nature or the sufficiency of any payment received by it or the
sufficiency of any performance by any party under any such license, interest or
obligation, or to present or file any claim, or to take any action to collect
or enforce any performance or the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.

6. Remedies. If an Event of Default under the Agreement has occurred and
is continuing, the Lender may exercise, in addition to all other rights and
remedies granted to it under this Assignment and any other Loan Document, all
rights and remedies of a secured party under the Uniform Commercial Code.
Without limiting the generality of the foregoing, the Company expressly agrees
that in any such event the Lender, without demand of performance or other
demand, advertisement or notice of any kind (except to such extent as notice
may be required by applicable law with respect to the time or place of any
public or private sale) to or upon the Company or any other person (all and
each of which demands, advertisements and/or notices are hereby expressly
waived), may forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and may forthwith sell, lease, license,
assign, give an option or options to purchase, or sell or otherwise dispose of
and deliver said Collateral (or contract to do so), or any part thereof, in one
or more parcels at public or private sale or sales, at any exchange, broker's
board or at any of the Lender's offices or elsewhere at such prices as it may
deem best, for cash or on credit or for future delivery without assumption of
any credit risk. The Lender shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Company, which right or equity is hereby
expressly waived and released. To the extent permitted by applicable law, the
Company waives all claims, damages and demands against the Lender arising out
of the repossession, retention or sale of the Collateral.

7. Grant of License to Use Intangibles. For the purpose of enabling the
Lender to exercise rights and
remedies under Section 6 hereof at such time as the Lender, without regard to
this Section 7, shall be lawfully entitled to exercise such rights and remedies
and for no other purpose, the Company hereby grants to the Lender an
irrevocable, non-exclusive license (exercisable without payment of royalty or
other compensation to the Company) to use, assign, license or sublicense any of
the Collateral, now owned or hereafter acquired by the Company, and wherever
the same may be located, including in such license reasonable access to all
media in which any of the licensed items may be recorded or stored and to all
computer programs used for the compilation or printout thereof.

8. Notices. All notices under this Assignment shall be in writing, and
shall be delivered by hand or by first class mail delivered or addressed to the
addresses set forth below. Such notices shall be effective (a) in the case of
hand deliveries, when received, (b) in the case of mail, three days after
deposit in the postal system, first class postage prepaid. Either party may
change its address and telecopy number by written notice to the other.

To the Lender:

Xxxxxxx X. Xxxxxx, Trustee
Tudor Trust
000 Xxxxx Xxxxxxx Xxxxx
0xx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000

With a copy to:

Xxxxx X. Xxxxx, Esq.
Xxxxxxx Xxxxx Xxxxxxx & Ingersoll
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000

To the Company:

Xyvision Enterprise Solutions, Inc.
00 Xxx Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: President

With a copy to:

Xxxxxxx X. Xxxxxxx, Esq.
Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000

9. Severability. Any provision of this Assignment which is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions
hereof, and any such prohibition or enforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.

10. No Waiver; Cumulative Remedies. The Lender shall not, by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Lender, and then only to the extent therein set forth. A waiver by the
Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Lender would otherwise have
had on any other occasion. No failure to exercise nor any delay in exercising
on the part of the Lender any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies
hereunder provided are cumulative and may be exercised singly or concurrently,
and are not exclusive of any rights and remedies provided by law.

11. Waivers; Amendments. None of the terms and provisions of this
Assignment may be waived, altered, modified or amended except by an instrument
in writing executed by the parties hereto.

12. Limitation by Law. All rights, remedies and powers provided herein may
be exercised only to the extent that the exercise thereof does not violate any
applicable provision of law, and all the provisions hereof are intended to be
subject to all applicable mandatory provisions of law which may be controlling
and to be limited to the extent necessary so that they will not render this
Assignment invalid, unenforceable in whole or in part or not entitled to be
recorded, registered, or filed under the provisions of any applicable law.

13. Successors and Assigns. This Assignment shall be binding upon and
inure to the benefit of the parties hereto and shall inure to the benefit of
the Lender and its successors and assigns, and nothing herein or in the
Agreement or any other Loan Document is intended or shall be construed to give
any other person any right, remedy or claim under, to or in respect of this
Assignment, the Agreement or any other Loan Document.

14. Termination and Reassignment. The Lender agrees that upon the payment
in full and satisfaction of all the Secured Obligations, this contingent
assignment of the Collateral and any proceeds thereof or distributions in
respect thereto shall be released from all liens created hereby and the Lender
will execute all such documents as may be reasonably requested by the Company
to release the security interests created hereby and to terminate the
contingent assignment (without representation or warranty) of any or all of the
Company's Collateral.

15. Applicable Law. This Assignment shall be governed by, and be construed
and interpreted in accordance with, the laws of the Commonwealth of
Massachusetts and the United States of America.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed and delivered by their duly authorized officers as of the date first
set forth above.

XYVISION ENTERPRISE SOLUTIONS, INC.

By: /s/ Xxxxx X. Xxxxx
---------------------
Name: Xxxxx X. Xxxxx
Title: President

TUDOR TRUST

By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx, as
Trustee of the Tudor Trust u/d/t
dated December 12, 1997 and not individually

Schedule I
to
Assignment of Patents and Trademarks

Proprietary Software Source Code

The Xyvision Publishing Systems family of electronic publishing
applications. The family of products consists of several software products
including, Xyvision Production Publisher and Parlance Document Manager.
Proprietary Hardware

Designs, drawings, parts list, instructions and manuals relating to the
manufacture and maintenance of Xyvision's family of proprietary hardware;
specifically, the following: Xyvision 55, Xyvision 65, Xyvision 85, Xyvision
95, Xyview II, Xyview III, and Xytext.

U.S. Patents
-------------------------------
U.S. Patent No. Title of Invention Issue Date
------------------------------- --------------------------------------- -----------------------
D291,086 Monitor Bezel 07/28/87
D290,952 Panel for Phototypesetter or the like 7/21/87
U.S. Patent applications
-------------------------------
None
U.S. Trademarks
Registration No. Xxxx Registration Date
------------------------------- --------- -----------------------
1,271,680 Xyvision 03/27/84
1,271,679 Xygraphix 03/27/84
Webporter 03/12/98
U.S. Trademark Applications
-------------------------------
Xxxx Filing No. Filing Date
--------- --------------------------------------- -----------------------
WEBCONDUCTOR 75/099243 05/06/96
SGML CONDUCTOR 75/371285 10/10/97
PARLANCE 75/399334 12/03/97
Foreign Trademarks
-------------------------------
None
Foreign Trademark Applications
-------------------------------
Serial No. Filing Date Country
------------------------------- --------------------------------------- --------
591197 02/16/97 Canada
89301583 2/17/89 European Patent Office
8936404 02/17/89 Japan

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Table of Contents

Each reference in this Agreement to the following terms shall be deemed to have the following meanings.

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