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Employment Agreement - MatrixOne Inc. and David DeMaria

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[LOGO APPEARS HERE]

April 1, 2004

Mr. David DeMaria

1115 Lennon Way

San Jose, CA 95134

Dear Dave:

I am very pleased to offer you the opportunity to work as an employee at-will of MatrixOne as Senior Vice President, Worldwide Marketing reporting to me. This of course, assumes that you have been successful in completely severing your relationship with Cadence Design Systems. Your starting salary for this exempt position will be $8,847.00 bi-weekly (26 pay periods), which is equivalent to $230,000.00 per year. Your start date will be April 12, 2004. You will be working from our Westford office.

In addition to your base salary, you will also be eligible to participate in the MatrixOne Executive Incentive Compensation Plan that is valued at approximately $70,000.00 on an annual basis beginning July 1, 2004. Annual incentive compensation is awarded for the achievement of company and individual objectives. Additionally, MatrixOne will guarantee your variable portion of your bonus for the first eleven (11) weeks of your first quarter which is equivalent to $15,000.00 and will be payable when the bonus payments are made in the Q1 timeframe. The full details covering this Plan will be outlined for you shortly after the start of your employment. Eligibility to participate in this Plan will begin at the start of the new fiscal year in July, 2004.

You will also be granted 250,000 stock options in addition to the above compensation. Please note that the option grant is subject to the approval of the Board of Directors. The options will vest quarterly and will be 100% vested at the completion of a four-year period.

MatrixOne, Inc. offers a comprehensive insurance program designed to provide protection for its employees and their families. The package includes Basic Life, Accidental Death and Dismemberment, Medical, Dental, Vision, Short and Long Term Disability. In addition, the Company also provides a 401(K) Retirement Savings Plan and a Stock Purchase Plan, and will provide four weeks paid vacation within your first year of employment.

Per our discussion you will receive a Change in Control Agreement under separate cover.

As a condition of this offer, you will be required to read and acknowledge the enclosed Employee Secrecy, Invention and Non-Compete Agreement. By signing this document you agree that your employment shall not cause you to use, distribute or in any other way disclose confidential or proprietary information or material from your employer or any third party. It is understood by MatrixOne that you have a part-time employment arrangement with Cadence Design Systems through December, 2004.

You will also be required to provide documentation to verify your employment eligibility in the United States. Enclosed please find a list of acceptable documents you will need to have with you on your first day of employment.

MatrixOne, Inc.

210 Littleton Road Westford, MA 01886 Tel: 978-589-4000 Fax: 978-589-5700

www.matrixone.com

[LOGO APPEARS HERE]

Letter to David DeMaria

April 1, 2004

Page 2

Dave, it is a pleasure to welcome you to the MatrixOne team. If in agreement with this offer, please sign the original and return it with the Employee Secrecy/Non-Compete Agreement and the Application for Employment to my assistant. Gayle Crosby. Or, if you wish, you may also fax your signed offer letter to our confidential fax at (978) 589-5701. Please do not hesitate to contact me at (978) 589-4100 if you have any questions regarding this offer.

Sincerely,

/s/ Mark F. O’Connell

Mark F. O’Connell

President & Chief Executive Officer

MFO:gmc

Enclosures


Offer accepted by: /s/ David DeMaria		4/1/04
		Date