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LOAN AGREEMENT

THIS AGREEMENT is made on 1 July 1999

BETWEEN: MOLDFLOW PTY LTD ("Company") (A.C.N. 005 647 496) a company duly
                  incorporated in the State of Victoria and having its
                  registered office at 259-261 Colchester Road, Kilsyth, 3137

AND:              ALAN ROLAND THOMAS ("Shareholder") a shareholder of Company

RECITALS:

A.       Company is to make a loan to Shareholder of A$200,000.00 on the first
         day of July 1999.

B.       Company and Shareholder wish to record the terms and conditions of the
         loan.

THE PARTIES AGREE AS FOLLOWS:

1.       INTERPRETATION

         In this agreement the following expressions shall have the following
         meanings

         "INCOME TAX LAW" means all laws from time to time in force for the
         raising of income tax in the Commonwealth of Australia or a State or
         territory thereof, and includes any regulations made under those laws.

         "THE ACT" means the Income Tax Assessment Act 1936 as amended.

         "LOAN" is the amount to be loaned by Company to Shareholder in
         accordance with Recital A.

         "REPAYMENTS" includes cash payments in reduction of the Loan
         outstanding and any other transactions that have the effect of reducing
         the amount of indebtedness under the Loan from Shareholder to Company.

         "YEAR OF INCOME" in clause 3 refers to the year ended 30 June unless
         Company has a substituted accounting period for income tax purposes, in
         which event "year of income" refers to that substituted accounting
         period.


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2.       REPAYMENTS

         2.1      Shareholder shall pay to Company the minimum level of
                  repayments specified in the Income Tax Law from time to time
                  as being required in order to prevent the Loan being treated
                  for income tax purposes as a dividend paid by Company. These
                  requirements are at present set out in section 109E of the
                  Act. Until the law is changed Shareholder shall make yearly
                  repayments under the Loan in accordance with the formula set
                  out at subsection 109E(6).

         2.2      Notwithstanding subclause 2.1, Shareholder may make repayments
                  to Company greater than what is required under subclause 2.1.

3.       INTEREST.

         3.1      Interest shall be payable in each year of income by
                  Shareholder to Company on the Loan at the rate specified in
                  the Income Tax Law from time to time as being sufficient in
                  order to avoid the loan being treated for income tax purposes
                  as a dividend paid by Company. At present this required
                  interest rate is the benchmark interest rate specified in
                  subsection 109N(2) of the Act, being the Indicator Lending
                  Rates - Bank variable housing loans interest rate last
                  published by the Reserve Bank of Australia before the end of
                  the year of income.

         3.2      Notwithstanding subclause 3.1, there shall be no requirement
                  under this Agreement for Shareholder to pay interest on the
                  Loan for the year of income during which the Loan is made and
                  while there is no minimum interest payable under section
                  109N(1)(b) of the Act or an equivalent provision for that year
                  of income.

         3.3      Notwithstanding subclauses 3.1 and 3.2, Shareholder and
                  Company may agree that Shareholder shall pay a rate of
                  interest higher than the rate specified in subclause 3.1, or
                  interest on the Loan for the year of income in which the Loan
                  is made.

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4.       TERM OF LOAN

         4.1      Shareholder shall pay to Company not later than 1 July 2000
                  the principal and interest then owing under the Loan.


5.       ALLOCATION OF PAYMENTS.

         5.1      Whenever there is a payment from Shareholder to Company,
                  Shareholder shall advise as to which indebtedness the payment
                  is to be applied against. If Shareholder fails to give this
                  advice Company shall determine which indebtedness of the
                  shareholder the payment is to be applied against and the
                  allocation in its books and accounts shall be binding upon the
                  parties.

IN WITNESS WHEREOF this agreement was entered into and executed the day and year
first hereinbefore written.

SIGNED for and on behalf of MOLDFLOW PTY LTD         by  )
                                                         ) /s/ Marc Dulude
                                                         )----------------------

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SIGNED by ALAN ROLAND THOMAS                         )
                                                     ) /s/ A. Roland Thomas
                                                     )--------------------------

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