0001193125-05-074874 Sample Contracts

Contract
Common Stock Purchase Warrant • April 12th, 2005 • Axeda Systems Inc • Services-prepackaged software • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AXEDA SYSTEMS INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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AXEDA SYSTEMS INC. Employment Agreement
Employment Agreement • April 12th, 2005 • Axeda Systems Inc • Services-prepackaged software • Massachusetts

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of the 14th day of December 2004, and is by and between Axeda Systems Inc., a Delaware corporation, with its principle office located at 21 Oxford Road, Mansfield, Massachusetts 02048 (hereinafter “Company”) and Karen Kupferberg (hereinafter “Employee”).

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