AMENDMENT NO. 1 SUBSIDIARY GUARANTY

AMENDMENT NO. 1

TO

SUBSIDIARY GUARANTY

THIS AMENDMENT NO. 1 to the Subsidiary Guaranty (the “ Amendment ”) is entered into effective as of July 14 , 2005, by and among Axeda Systems Operating Company, Inc., a Massachusetts corporation (“ ASOC ”), Axeda IP, Inc., a Nevada corporation (the “ Subsidiary ”), and JMI Equity Fund V, L.P., a Delaware limited partnership, and JMI Equity Fund V (AI), L.P., a Delaware limited partnership (collectively, the “ Purchasers ”).

WHEREAS, ASOC executed, in favor of the Purchasers, that certain Subsidiary Guaranty, dated as of July 8, 2005 (the “ Subsidiary Guaranty ”).

WHEREAS, ASOC, the Subsidiary and the Purchasers desire, to amend the provisions of the Subsidiary Guaranty to include the Subsidiary as a “Guarantor” under the Subsidiary Guaranty.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and conditions of the Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.   Additional Guarantor . The Subsidiary Guaranty is hereby amended to include the Subsidiary as a “Guarantor” for all purposes under the Subsidiary Guaranty effective as of July 8, 2005, and the Subsidiary hereby consents and agrees to become a party to the Subsidiary Guaranty as a “Guarantor” and agrees to be bound by, and subject to, all of the obligations and