<PAGE>
                                                                  Exhibit 10.10

                      LOAN DOCUMENT MODIFICATION AGREEMENT
                     (NO. 2; DATED AS OF NOVEMBER 30, 1998)

         LOAN DOCUMENT MODIFICATION AGREEMENT dated as of November 30, 1998 by
and among SILICON VALLEY BANK (the "BANK"), a California chartered bank with its
principal place of business at 3003 Tasman Drive, Santa Clara, California 95054,
and with a loan production office located at Wellesley Office Park, 40 William
Street, Wellesley, MA 02181, doing business under the name "Silicon Valley
East," MOLDFLOW CORPORATION, a Delaware corporation ("MC"), MOLDFLOW
INTERNATIONAL PTY. LTD., a corporation organized under the laws of Australia and
a wholly-owned subsidiary of MC ("MIPL") and MOLDFLOW PTY. LTD., a corporation
organized under the laws of Australia and a wholly-owned subsidiary of MIPL
("MPL"). MC, MIPL and MPL are sometimes each referred to herein as a "Borrower"
and collectively as the "Borrowers."

         1.       REFERENCE TO EXISTING LOAN DOCUMENTS.

         Reference is hereby made to that Loan Agreement dated April 23, 1998 by
and among the Bank and the Borrowers as modified by a certain waiver letter from
the Bank dated September 17, 1998 and accepted by the Bank on September 18, 1998
(with the attached schedules and exhibits, the "CREDIT AGREEMENT") and the Loan
Documents referred to therein, including without limitation that certain
Domestic Revolving Line Note of the Borrowers dated April 23, 1998 in the
principal amount of $2,650,000 (the "Note"), that certain Foreign Revolving Line
Note of the Borrowers dated April 23, 1998 in the principal amount of $1,100,000
and the Security Documents referred to therein. Unless otherwise defined herein,
capitalized terms used in this Agreement shall have the same respective meanings
as set forth in the Credit Agreement.

         2.       EFFECTIVE DATE.

         This Agreement shall become effective as of November 30, 1998 (the
"EFFECTIVE DATE"), provided that the Bank shall have received the following on
or before December 23, 1998 and provided further, however, in no event shall
this Agreement become effective until signed by an officer of the Bank in
California:

                  1. two copies of this Agreement, duly executed by the
Borrowers, with the attached consents of Moldflow (Europe) Ltd., and Moldflow
Vertriebs GmbH, duly executed thereby;

                  2. an amended and restated Domestic Revolving Line Note in the
form enclosed herewith (the "Amended Domestic Revolving Note"), duly executed by
the Borrowers;

                  3. an amended and restated Foreign Revolving Line Note in the
form enclosed herewith (the "Amended Foreign Revolving Note"), duly executed by
the Borrowers; and

<PAGE>

                                      -2-

                  4. a certificate of the secretary of each Borrower with
respect to the adoption of resolutions authorizing Foreign Exchange Contract
transactions substantially in the form attached hereto as Exhibit A.

         In addition, the Borrowers agree to furnish to the Bank the duly
executed consent of Moldflow Japan K.K. on or before January 22, 1998, the
failure to furnish such consent on or before such date to constitute an Event of
Default under the Credit Agreement.

         By the signature of its authorized officer below, each Borrower is
hereby representing that, except as modified in SCHEDULE A attached hereto, the
representations of the Borrowers set forth in the Loan Documents (including
those contained in the Credit Agreement, as amended by this Agreement) are true
and correct as of the Effective Date as if made on and as of such date. In
addition, the Borrower confirms its authorization as to the debiting of its
account with the Bank in the amount of $8,125 ($6,625 in respect of the Domestic
Committed Revolving Line and $1,500 in respect of the Foreign Committed
Revolving Line) in order to pay the Bank's facility fees for the period up to
and including the extended Revolving Maturity Date. Finally, each Borrower (and
each guarantor, signing below) agrees that, as of the Effective Date, it has no
defenses against its obligations to pay any amounts under the Credit Agreement
and the other Loan Documents.

         3.       DESCRIPTION OF CHANGE IN TERMS.

         As of the Effective Date, the Credit Agreement is modified in the
following respects:

                  1. The definition of "Current Liabilities" set forth in
Section 1.1 of the Credit Agreement is hereby amended by deleting the words "but
excluding Subordinated Debt" at the end of such definition and substituting in
place thereof the following: "and excluding the current portion of Subordinated
Debt and deferred maintenance revenues."

                  2. The definition of "Domestic Borrowing Base" set forth in
Section 1.1 thereof is hereby amended by increasing the advance rate appearing
in clause (a) thereof from "seventy-five percent (75%)" to "eighty percent
(80%)."

                  3. The definition of "Eligible Foreign Accounts" in Section
1.1 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:

                     "`Eligible Foreign Accounts' means Accounts of a non-U.S.
                  Borrower or a non-U.S. Subsidiary of a Borrower that (a)
                  satisfy the requirements for Eligible Domestic Accounts except
                  those set forth in clause (d) of the definition thereof, (b)
                  are billed from and the receivables records for which are
                  located outside the United States; (c) arose in the ordinary
                  course of such non-U.S. Borrower's or non-U.S. Subsidiaries
                  business and satisfy the Borrowers' representations and
                  warranties set forth in Section 5.4 and (d) either (i) are
                  Accounts of customers whose principal place

<PAGE>

                                      -3-

                  of business is located in Japan, Australia, New Zealand or
                  Europe, or (ii) are (A) covered by credit insurance in form
                  and amount, and by an insurer satisfactory to the Bank less
                  the amount of any deductible(s) which may be or become owing
                  thereon; or (B) supported by one or more letters of credit
                  either advised or negotiated through the Bank or an Acceptable
                  Correspondent Bank or in favor of the Bank or an Acceptable
                  Correspondent Bank as beneficiary, in an amount and of a
                  tenor, and issued by a financial institution, acceptable to
                  the Bank; or (C) that the Bank approves on a case-by-case
                  basis. For the purposes hereof, the term "Acceptable
                  Correspondent Bank" shall mean the banks whose names and
                  office addresses are listed on attached EXHIBIT E, or such
                  other banks that the Bank may approve on a case-by-case basis
                  in the future.

                  4. The definition of "Foreign Borrowing Base" in Section 1.1
is hereby amended and restated in its entirety to read as follows:

                  "`Foreign Borrowing Base' means an amount equal to thirty
                  percent (30%) of the Eligible Foreign Accounts, as determined
                  by the Bank with reference to the most recent Foreign
                  Borrowing Base Certificate."

                  5. The definition of "Foreign Committed Revolving Line" in
Section 1.1 is hereby amended by reducing the dollar amount stated therein from
"One Million One Hundred Thousand Dollars ($1,100,000)" to "Six Hundred Thousand
Dollars ($600,000)."

                  6. The definition of "Investors Lines," "Overadvance
Allowance," and "Overadvance Expiration Date" and "Peak Overadvance Amount' in
Section 1.1 are hereby deleted.

                  7. The definition of "Permitted Indebtedness" in Section 1.1
is hereby amended by inserting the following at the end of clause (f) thereof:

                  ", and Indebtedness arising from foreign exchange contracts
                  with banking institutions other than the Bank, provided that
                  the maximum amount of such contracts shall not at any time
                  exceed $1,000,000."

                  8. The definition of "Revolving Maturity Date" in Section 1.1
is hereby amended by deleting the date "April 22, 1999" therein and substituting
therefor the date "October 22, 1999."

                  9. The following is hereby added to the end of Section 1.1:

<PAGE>

                                      -4-

                  "`Exchange Contracts,' `Contract Limit,' `Foreign Exchange
         Reserve,' and `Settlement Limit,' shall have the respective meanings
         set forth in Section 2.1.1."

                  10. The first sentence of Section 2.1(b) is hereby amended and
restated in its entirety as follows:

                  "Subject to and upon the terms and conditions of this
                  Agreement, the Bank agrees to make Advances to Borrowers in an
                  aggregate amount outstanding not to exceed the lesser of (i)
                  the Foreign Committed Revolving Line; (ii) the Foreign
                  Borrowing Base; or (iii) an amount equal to twenty-five
                  percent (25%) of the sum of the Domestic Borrowing Base and
                  the Foreign Borrowing Base."

                  11. There is hereby inserted immediately following Section 2.1
the following new Section 2.1.1:

                  "2.1.1. FOREIGN EXCHANGE CONTRACT; FOREIGN EXCHANGE
         SETTLEMENTS. Borrowers may enter foreign exchange contracts (the
         "Exchange Contracts") not exceeding an aggregate amount of $2,500,000
         (the "Contract Limit"), under which Bank will sell to or purchase from
         Borrowers foreign currency on a spot or future basis. Borrowers may not
         request any Exchange Contracts if it is out of compliance with any
         provision of this Agreement. Exchange Contracts must provide for
         delivery of settlement on or before the ninetieth (90th) day after the
         Revolving Maturity Date, or if such day is not a Business Day, then on
         the next succeeding Business Day. The amount available under the
         Domestic Committed Revolving Line shall be reduced in an amount equal
         to the following (the "Foreign Exchange Reserve") on any given day (the
         "Determination Date"): (i) on all outstanding Exchange Contracts on
         which delivery is to be effected or settlement allowed more than two
         Business Days after the Determination Date, 10% of the gross amount of
         the Exchange Contracts; plus (ii) on all outstanding Exchange Contracts
         on which delivery is to be effected or settlement allowed more than two
         Business Days after the Determination Date. 100% of the gross amount of
         the Exchange Contracts, LESS the amount debited by the Bank from
         deposit accounts of the Borrowers with the Bank to cover such Exchange
         Contracts, which the Borrowers hereby authorize. If the Bank takes a
         Foreign Exchange Reserve pursuant to clause (ii) of the foregoing
         sentence, such Foreign Exchange Reserve shall be deemed an Advance
         under the Domestic Committed Revolving Line in like amount.

                  Bank may terminate the Exchange Contracts if (a) an Event of
         Default occurs under Section 8.1 or 8.5 hereof or any other Event of
         Default has occurred and the Bank has accelerated the Borrowers'
         Obligations hereunder (b) there is not sufficient availability under
         the Domestic Committed Revolving Line and Borrowers do not have
         available funds in their deposit account for the Foreign Exchange
         Reserve. If Bank terminates the Exchange Contracts pursuant to this
<PAGE>

                                      -5-

         Section 2.1.1, Borrowers will on a joint and several basis reimburse
         Bank for all fees, costs and expenses in connection with the Exchange
         Contracts.

                  Borrowers may not permit the total of all Exchange Contracts
         on which delivery is to be effected and settlement allowed in any two
         Business Day period to be more than $250,000 (the "Settlement Limit")
         nor may Borrowers permit the total of all Exchange Contracts
         outstanding at any one time, to exceed the Contract Limit. However, the
         amount which may be settled in any two Business Day period may be
         increased above the Settlement Limit if:

                  (i) there is sufficient availability under the Domestic
                  Committed Revolving Line in the amount of the Foreign Exchange
                  Reserve for each Determination Date, provided that Bank in
                  advance shall reserve the full amount of the Foreign Exchange
                  Reserve against the Domestic Committed Revolving Line; or

                  (ii) there is insufficient availability under the Domestic
                  Committed Revolving Line for settlements within any two
                  Business Day period, but Bank: (A) verifies good funds
                  overseas before crediting a Borrower's deposit account (in the
                  case of a Borrower's sale of foreign currency); or (B) debits
                  a Borrower's deposit account before delivering foreign
                  currency overseas (in the case of a Borrower's purchase of
                  foreign currency).

                  If any Borrower purchases foreign currency, Borrowers must in
         advance instruct Bank either to treat the settlement as an advance
         under the Domestic Committed Revolving Line, or to debit Borrower's
         account for the amount settled.

                  Borrowers will execute all Bank's standard applications and
         agreements in connection with the Exchange Contracts and pay all Bank's
         standard fees and charges.

                  Borrowers will indemnify Bank on a joint and several basis and
         hold it harmless from all claims, liabilities, demands, obligations,
         actions, costs and expenses (including reasonable attorneys' fees and
         any costs arising out of the failure of any Borrower to fulfill its
         obligations on a timely basis) which the Bank incurs arising out of or
         in any way relating to any of the Exchange Contracts or any
         transactions contemplated thereby (collectively "Foreign Exchange
         Costs"), provided, however, in no event shall the Borrowers be
         responsible for Foreign Exchange Costs to the extent (I) caused by the
         Bank's gross negligence or willful misconduct, or (II) attributable to
         Exchange Contracts entered into by the Bank for the benefit of other
         parties."

<PAGE>

                                      -6-

                  12. Section 2.2 is hereby amended by restating clause (b)
thereof to read as follows:

                  "(b) pursuant to Section 2.1 of this Agreement is greater than
                  the lesser of (i) the Foreign Committed Revolving Line, (ii)
                  the Foreign Borrowing Base, or (iii) an amount equal to
                  twenty-five percent (25%) of the Domestic Borrowing Base and
                  the Foreign Borrowing Base."

                  13. The date appearing in the third line of Section 2.7 is
hereby changed from "April 22, 1999" to "October 22, 1999."

                  14. Sections 6.7 through 6.9 are hereby restated in their
entirety as follows:

                  "6.7 QUICK RATIO. The Borrowers shall maintain as of the last
         day of each fiscal month, a ratio of Quick Assets to Current
         Liabilities as follows: (a) at least 0.8 to 1.0 through February 28,
         1999; (b) 1.0 to 1.0 thereafter and through May 31, 1999; and (c) 1.25
         to 1.0 thereafter.

                  6.8 TANGIBLE NET WORTH. The Borrowers shall maintain, as of
         the last day of September 30, 1998, a Tangible Net Worth of not less
         than $500,000 with no testing thereafter:

                  6.9 PROFITABILITY. The Borrowers shall have (a) a maximum Net
         Loss of $100,000 for each of the fiscal quarters ending September 30,
         1998 and December 31, 1998; (b) Minimum Net Income of $1 for the fiscal
         quarter ending March 31, 1999; (c) minimum Net Income of $250,000 for
         the quarter ending June 30, 1999; (d) minimum Net Income of $250,000
         for the fiscal year ending June 30, 1999; and (e) minimum Net Income of
         $100,000 for the quarter ending September 30, 1999."

                  15. Sections 6.11 and 7.13 are hereby deleted in their
entirety.

                  16. Exhibit B to the Credit Agreement (Domestic Borrowing Base
Certificate) is hereby amended and restated in the form of Exhibit B attached
hereto.

                  17. Exhibit C to the Credit Agreement (Foreign Borrowing Base
Certificate) is hereby amended and restated in the form of Exhibit C attached
hereto.

                  18. Exhibit D to the Credit Agreement (Compliance Certificate)
is hereby amended in the form of Exhibit D attached hereto.

                  19. The Credit Agreement and the other Loan Documents are
hereby amended wherever necessary or appropriate to reflect the foregoing
changes.

<PAGE>

                                      -7-

         4.       WAIVER. The Bank hereby waives the obligation of the Borrowers
to provide financial statements for the fiscal year ending June 30, 1998 within
120 days of such date as required by Section 6.3 of the Credit Agreement,
provided that such financial statements are provided to the Bank on or before
January 31, 1999.

         5.       CONTINUING VALIDITY.

         Upon the effectiveness hereof, (a) each reference in each Security
Instrument or other Loan Document to "the Credit Agreement", "thereunder",
"thereof", "therein", or words of like import referring to the Credit Agreement,
shall mean and be a reference to the Credit Agreement, as amended hereby, each
reference in the Credit Agreement and each other Loan Document to the Domestic
Revolving Line Note and the Foreign Revolving Line Note shall mean and be a
reference to the Amended Domestic Revolving Note and the Amended Foreign
Revolving Note, respectively. Except as specifically set forth above, the Credit
Agreement and each of the Notes shall remain in full force and effect and is
hereby ratified and confirmed. Each of the other Loan Documents is in full force
and effect and is hereby ratified and confirmed. The amendments and waiver set
forth above (i) do not constitute a waiver or modification of any term,
condition or covenant of the Credit Agreement or any other Loan Document, other
than as expressly set forth herein, and (ii) shall not prejudice any rights
which the Bank may now or hereafter have under or in connection with the Credit
Agreement, as modified hereby, or the other Loan Documents and shall not
obligate the Bank to assent to any further modifications.

         6.       MISCELLANEOUS.

                  1. This Agreement may be signed in one or more counterparts
each of which taken together shall constitute one and the same document.

                  2. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO
PRINCIPLES RELATING TO CONFLICTS OF LAW OR CHOICE OF LAW.

                  3. THE BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN
ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND AGAINST IT WHICH ARISES OUT OF OR BY
REASON OF THIS LOAN MODIFICATION AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY
REASON LENDER CANNOT AVAIL ITSELF OF THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS, THEN VENUE SHALL LIE IN SANTA CLARA COUNTY, CALIFORNIA.

<PAGE>

                                      -8-

                  4. The Borrower agrees to promptly pay on demand all costs and
expenses of the Bank in connection with the preparation, reproduction, execution
and delivery of this letter amendment and the other instruments and documents to
be delivered hereunder, including the reasonable fees and out-of-pocket expenses
of Sullivan & Worcester, special counsel for the Bank with respect thereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

                                       -9-

         IN WITNESS WHEREOF, the Bank and the Borrower have caused this
Agreement to be signed under seal by their respective duly authorized officers
as of the date set forth above.

                                   SILICON VALLEY EAST, a Division
                                     of Silicon Valley Bank

                                   By: /s/ Andrew H. Tsao
                                      ------------------------------
                                      Name:  Andrew H. Tsao
                                      Title: Vice President

                                   SILICON VALLEY BANK

                                   By: /s/ Michelle Giannini
                                      ------------------------------
                                      Name: Michelle Giannini
                                      Title:
                                     (signed in Santa Clara, CA)

                                   MOLDFLOW CORPORATION

                                   By: /s/ Marc Dulude
                                      ------------------------------
                                      Name: Marc Dulude
                                      Title: President, CEO

MOLDFLOW INTERNATIONAL PTY         MOLDFLOW INTERNATIONAL PTY
    LTD.                               LTD.

By: /s/ Marc Dulude                By: /s/ Suzanne Rogers
   -----------------------------      -------------------------------
   Name: Marc Dulude                  Name: Suzanne Rogers
   Title: Director                    Title: Director

MOLDFLOW PTY LTD.                  MOLDFLOW PTY LTD.

By: /s Marc Dulude                 By: /s/ Suzanne Rogers
   -----------------------------      -------------------------------
   Name: Marc Dulude               Name: Suzanne Rogers
   Title: Director                 Title: Director

<PAGE>



                                                                      SCHEDULE A

                         MODIFICATION OF OR SUPPLEMENTS
                           TO THE DISCLOSURE SCHEDULE

                                      None

<PAGE>


                                     CONSENT

         The undersigned, as Guarantor under a certain Guarantee dated as of May
21, 1998 (the "Guarantee") in favor of Silicon Valley Bank, hereby consents to
the foregoing Loan Document Modification Agreement (the "Amendment") and hereby
confirms and agrees that the Guarantee is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects, except
that, upon the effectiveness of, and on and after the date of, said Amendment,
each reference in the Guarantee and in each other Loan Document (as defined in
the Credit Agreement) to which the undersigned is a party, including, to "the
Credit Agreement", the "Loan Agreement," "thereunder", "thereof", "therein", or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended hereby, and each reference in the
Guarantee and in each such other Loan Document to "the Notes", "thereof",
"therein", "thereunder", or words of like import referring to the Notes shall
mean and be a reference to the Amended Domestic Revolving Note and the Amended
Foreign Revolving Note.

                                   MOLDFLOW (EUROPE) LTD.

                                   By:___________________________
                                      Name:
                                      Title:

<PAGE>



                                     CONSENT

         The undersigned, as Guarantor under a certain Guarantee dated as of May
21, 1998 (the "Guarantee") in favor of Silicon Valley Bank, hereby consents to
the foregoing Loan Document Modification Agreement (the "Amendment") and hereby
confirms and agrees that the Guarantee is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects, except
that, upon the effectiveness of, and on and after the date of, said Amendment,
each reference in the Guarantee and in each other Loan Document (as defined in
the Credit Agreement) to which the undersigned is a party, including, to "the
Credit Agreement", the "Loan Agreement," "thereunder", "thereof", "therein", or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended hereby, and each reference in the
Guarantee and in each such other Loan Document to "the Notes", "thereof",
"therein", "thereunder", or words of like import referring to the Notes shall
mean and be a reference to the Amended Domestic Revolving Note and the Amended
Foreign Revolving Note.

                                   MOLDFLOW VERTRIEBS GmbH

                                   By:___________________________
                                      Name:
                                      Title:

<PAGE>


                                    EXHIBIT B
                       DOMESTIC BORROWING BASE CERTIFICATE

Borrowers:                Moldflow Corporation, Moldflow International Pty. Ltd.
                          and Moldflow Pty. Ltd.

Bank:                     Silicon Valley Bank

Commitment Amount:        $2,650,000

<TABLE>
<CAPTION>

ACCOUNTS RECEIVABLE
         <S>                                                                            <C>
         1.       Accounts Receivable Book Value as of                                  $
                                                       --------
         2.       Additions (please explain on reverse)                                 $
         3.       TOTAL ACCOUNTS RECEIVABLE                                             $

         ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
         4.       Amounts over 90 days due                                              $
         5.       Balance of 50% over 90 day accounts                                   $
         6.       Concentration Limits                                                  $
         7.       Foreign Accounts (except for Eligible Special Accounts)               $
         8.       Governmental Accounts                                                 $
         9.       Contra Accounts                                                       $
         10.      Promotion or Demo Accounts                                            $
         11.      Intercompany/Employee Accounts                                        $
         12.      Other (please explain on reverse)                                     $
         13.      TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS                                  $
         14.      Eligible Accounts (#3 minus #13)                                      $
         15.      The amount of Eligible Accounts (#14) that are Eligible
                  Special Accounts                                                      $________________
         16.      Loan Value of Eligible Special Accounts (70% of #15)                  $________________
         17.      The amount of Eligible Domestic Accounts.  The
                  amount of Eligible Accounts (#14) less the amount of
                  Eligible Special Accounts (#15)                                       $________________
         18.      LOAN VALUE OF ELIGIBLE DOMESTIC ACCOUNTS
                  (80% of #17)                                                          $
         19.      TOTAL LOAN VALUE OF ACCOUNTS (#16 and #18)                            $________________

         STANDBY LETTER OF CREDIT
         20.      Face Amount as of                                                     $
                                    --------------
         21.      LOAN VALUE OF STANDBY LETTER OF CREDIT
                    (90% of #20)                                                        $

</TABLE>

<PAGE>
                                   -2-
<TABLE>
<CAPTION>

         BALANCES
         <S>                                                                            <C>
         22.      Maximum Loan Amount                                                   $     2,650,000.00
         23.      Total Funds Available [Lesser of #22 or (#19 plus #21)]               $
         24.      Present balance owing on Line of Credit (including
                  Foreign Exchange Reserve of $___________
                  as of __/__/__/)                                                      $
         25.      RESERVE POSITION (#23 minus #24)                                      $

</TABLE>

THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THE FOREGOING IS TRUE, COMPLETE AND
CORRECT, AND THAT THE INFORMATION REFLECTED IN THIS BORROWING BASE CERTIFICATE
COMPLIES WITH THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE LOAN AGREEMENT
BETWEEN THE UNDERSIGNED AND SILICON VALLEY BANK.

COMMENTS:

MOLDFLOW CORPORATION

------------------------------------
By:
        Authorized Signer

<PAGE>



                                    EXHIBIT C
                       FOREIGN BORROWING BASE CERTIFICATE

Borrowers:                Moldflow Corporation, Moldflow International Pty. Ltd.
                          and Moldflow Pty. Ltd.

Bank:                     Silicon Valley Bank

Commitment Amount:        $600,000

<TABLE>
<CAPTION>

ACCOUNTS RECEIVABLE
         <S>                                                                            <C>
         1.       Foreign Accounts Receivable Book Value as of                          $
                                                               --------
         2.       Additions (please explain on reverse)                                 $
         3.       TOTAL ACCOUNTS RECEIVABLE                                             $

         ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
         4.       Amounts over 90 days due                                              $
         5.       Balance of 50% over 90 day accounts                                   $
         6.       Concentration Limits                                                  $
         7.       Governmental Accounts                                                 $
         8.       Contra Accounts                                                       $
         9.       Promotion or Demo Accounts                                            $
         10.      Intercompany/Employee Accounts                                        $
         11.      Eligible Special Accounts                                             $________
         12.      Other (please explain on reverse)                                     $
         13.      TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS                                  $
         14.      Eligible Accounts (#3 minus #13)                                      $
         15.      LOAN VALUE OF ACCOUNTS (30% of #14)                                   $
         16.      ALTERNATIVE LOAN LIMIT (25% of the sum of
                  (i) #14 and (ii) #19 on the attached Domestic Borrowing
                  Base Certificate)                                                     $

         BALANCES
         17.      Maximum Loan Amount                                                   $600,000
         18.      Total Funds Available [Lesser of #15, #16 or #17]                     $
         19.      Present balance owing on Line of Credit                               $
         20.      RESERVE POSITION (#18 minus #19)                                      $

</TABLE>

<PAGE>
                                 -2-

THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THE FOREGOING IS TRUE, COMPLETE AND
CORRECT, AND THAT THE INFORMATION REFLECTED IN THIS BORROWING BASE CERTIFICATE
COMPLIES WITH THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE LOAN AGREEMENT
BETWEEN THE UNDERSIGNED AND SILICON VALLEY BANK.

COMMENTS:

MOLDFLOW CORPORATION

By: ______________________________
          Authorized Signer

<PAGE>


                                    EXHIBIT D
                             COMPLIANCE CERTIFICATE

TO:      SILICON VALLEY BANK

FROM:    MOLDFLOW CORPORATION

         The undersigned authorized officer of Moldflow Corporation hereby
certifies that in accordance with the terms and conditions of the Loan Agreement
among Moldflow Corporation, Moldflow International Pty. Ltd. and Moldflow Pty.
Ltd., and the Bank (the "Agreement"), (i) Borrower is in complete compliance for
the period ending with all required covenants except as noted below and (ii) all
representations and warranties of Borrower stated in the Agreement are true and
correct in all material respects as of the date hereof. Attached herewith are
the required documents supporting the above certification. The Officer further
certifies that these are prepared in accordance with Generally Accepted
Accounting Principles (GAAP) and are consistently applied from one period to the
next except as explained in an accompanying letter or footnotes. The Officer
expressly acknowledges that no borrowings may be requested by the Borrower at
any time or date of determination that Borrower is not in compliance with any of
the terms of the Agreement, and that such compliance is determined not just at
the date this certificate is delivered.

         PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES"
COLUMN.

<TABLE>
<CAPTION>

         REPORTING COVENANT                     REQUIRED                              COMPLIES

<S>                                       <C>                                       <C>       <C>
*Monthly financial statements             Monthly within 25 days                    Yes       No
Annual (CPA Audited)                      FYE within 120 days                       Yes       No
10Q and 10K                               Within 5 days after filing                Yes       No
                                          with the SEC
*A/R Agings                               Monthly within 25 days                    Yes       No
A/R Audit                                 Initial and Semi-Annual                   Yes       No
*  when borrowing

</TABLE>

<TABLE>
<CAPTION>

         FINANCIAL COVENANT                 REQUIRED                                ACTUAL               COMPLIES

<S>                                   <C>                                         <C>                  <C>      <C>
Maintain on a Monthly Basis:
  Minimum Quick Ratio                 0.8:1.0 through 2/28/99;
                                      1.0:1.0 from 3/31/99 through
                                      5/31/99, 1.25:1.0 thereafter                 ____:1.0            Yes      No

Maintain on a Quarterly Basis:
  Minimum Tangible Net Worth          $500,000 at 9/30/98                         $_______             Yes      No

Profitability:  Quarterly             ($100,000) for quarters ended 9/30/98 and
                                      12/31/98; $1 for quarter ended 3/31/99
                                      $250,000 for quarter ended 6/30/99
                                      $250,000 for quarter ended 9/30/99          $_______             Yes      No

Annually                              $250,000 for FYE 6/30/99                    $_______             Yes      No

</TABLE>

COMMENTS REGARDING EXCEPTIONS:  See Attached.


                                    RECEIVED BY:_______________________
                                    DATE:______________________________
                                    REVIEWED BY:_______________________
                                    COMPLIANCE STATUS: YES/NO

Sincerely,

MOLDFLOW CORPORATION

By:__________________________________
     Name:
     Title:
     Date:

<PAGE>

                                    EXHIBIT E
                         ACCEPTABLE CORRESPONDENT BANKS


         Depository banks for Moldflow subsidiaries for customer accounts
supported by Documentary Letters of Credit - in the case of customers who may
reside in countries other than USA, Australia, New Zealand, Japan or Europe:


                             FOR MOLDFLOW PTY. LTD:
                    Australia New Zealand Banking Group Ltd.
                         Collins Street Business Center
                              4/287 Collins Street
                          Melbourne, VIC Australia 3000

                            FOR MOLDFLOW EUROPE LTD.
                                Barclays Bank PLC
                                 167 High Street
                              Bromley, Kent BR1 1NL
                                 United Kingdom

                        FOR MOLDFLOW VERTRIEBS, g.m.b.h.
                                Deutsche Bank AG
                            An den Dominkanern 11-27
                              50668 Cologne Germany

                           FOR MOLDFLOW ITALIA s.r.l.
                            Monte DeiPaschi Di Siena
                          Filiale di Cassina De' Pecchi
                                   Via Roma 55
                          20060 Cassina De'Pecchi (MI)