June 21, 2002

John Fleming
74 Andover Street
Wilmington, MA 01887

Dear John:

We are very pleased to offer you the opportunity to work as an employee at-will
of MatrixOne as Senior Vice President, World Wide Marketing reporting to Mark
O'Connell, President and Chief Executive Officer. Your starting salary for this
exempt position will be $7,500.00 bi-weekly (26 pay periods), which is
equivalent to $195,000.00 per year. Your start date will be July 1, 2002. 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
$80,000.00 on an annual basis. Annual incentive compensation is awarded for the
achievement of company and individual objectives. The allocated portions of the
targeted incentive for your position are 50% for company performance and 50% for
individual performance. This will be prorated based on your actual start date.
The full details covering this Plan will be outlined for you shortly after the
start of your employment.

You will also be granted 150,000 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.

Please note that while all positions with the Company are deemed employee
at-will, MatrixOne will provide you with six months of severance pay based on
your target earnings at the most current rate of pay should your employment be
terminated for any reason other than cause. In order to receive the
aforementioned severance pay, you will be required to execute a comprehensive
release in a form and scope acceptable to the Company. The company will also
continue medical and dental coverage under COBRA and will pay the premium for
such continued coverage during the severance period.


                                [MATRIXONE LOGO]

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.

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.

John, it is a pleasure to welcome you to the Matrix 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 Human
Resources attn: Stephanie Pajot or if you wish, you may also fax your signed
offer letter to the confidential HR fax (978)589-5703. Please do not hesitate to
contact me at (978)589-4229 if you have any questions regarding this offer.


/s/ Jane Seitz
Jane Seitz
Senior Vice President, Human Resources


Offer accepted by:         /s/ John Fleming          6/23/2002
                           -----------------         -------------------
                           John Fleming              Date

Source: OneCLE Business Contracts.