<PAGE>


                             SHAREHOLDERS AGREEMENT

         This Agreement is made as of the 18th day of July, 1997 by and among
Moldflow Corporation, a Delaware corporation (the "Company"), and the
individuals listed on Schedule I hereto (the "Shareholders").

         WHEREAS, the Company, the Shareholders and Moldflow International Pty
Ltd. ("Moldflow Pty") are parties to a Moldflow Capital Reconstruction
Implementation Agreement dated as of the date hereof (the "Implementation
Agreement"), pursuant to which the Shareholders will exchange all of their
shares of Moldflow Pty. for shares of the Company;

         WHEREAS, in connection with such exchange, the Shareholders desire to
set forth certain terms concerning their rights as shareholders of the Company
as set forth herein;

         NOW THEREFORE, the parties hereto agree as follows:

1.       SHAREHOLDERS' UNDERTAKINGS

         a.       J.T.C. Investment Management Pty. Ltd. ("JTC"), Thomas
                  Investments Australia Pty. Ltd. ("Thomas"), Helmet Investments
                  Australia Pty. Ltd. ("Helmet") and Floatflow Pty. Ltd.
                  ("Floatflow") each agrees that it will not, without the prior
                  written consent of Ampersand Specialty Materials and Chemicals
                  II ("Ampersand II"), Ampersand Specialty Materials and
                  Chemicals III ("Ampersand III") and Ampersand Specialty
                  Materials and Chemicals III Companion Fund ("Ampersand III
                  CF") (which consent shall not be unreasonably withheld):

                  i.       sell, transfer, hypothecate, assign or otherwise
                           dispose of or grant an option over any of its shares
                           of capital stock of the Company held by it; or

                  ii.      mortgage, pledge or otherwise encumber any of its
                           shares of capital stock of the Company (each of the
                           foregoing actions described in clauses i or ii of
                           this Section are hereinafter referred to as a
                           "Transfer").

         b.       If any Shareholder proposes to Transfer any of such
                  Shareholder's shares of capital stock of the Company (a
                  "Proposing Transferor"), the Shareholder shall:

                  i.       obtain the consent of Ampersand II, Ampersand III and
                           Ampersand III CF in accordance with clause 1.a, if
                           applicable;

                  ii.      comply with the following provisions:

<PAGE>


                           (1) provide written notice to the Board of Directors
                           of the Company stating that it proposes to Transfer
                           shares of capital stock of the Company (the "Subject
                           Shares") and specifying the number of shares that it
                           proposes to Transfer (the "Transfer Notice");

                           (2) upon receipt of such Transfer Notice, the Board
                           of Directors of the Company and the Proposing
                           Transferor will proceed to establish the fair market
                           value of the Subject Shares within 28 days after the
                           Transfer Notice is given, being the amount per share
                           which is a fair selling value of the Subject Shares
                           as between a willing purchaser and a willing vendor
                           as agreed between the Board of Directors and the
                           Proposing Transferor or, failing agreement, as
                           determined by the auditors of the Company whose
                           decision shall be final and binding (the "Fair
                           Value");

                           (3) if the Proposing Transferor does not wish to
                           transfer the Subject Shares at the Fair Value, it may
                           withdraw the Transfer Notice within 7 days after the
                           Fair Value of the Shares has been determined;

                           (4) if the Proposing Transferor does not withdraw its
                           Transfer Notice, the Board of Directors of the
                           Company will proceed to offer the Subject Shares to
                           the holders of the Series A Preferred Stock of the
                           Company at the Fair Value in proportion to their
                           holdings of capital stock of the Company. Offers made
                           pursuant to this Subsection will remain open for
                           acceptance (in whole or in part) for a period of
                           thirty days, and the Proposing Transferor will, upon
                           being notified of an acceptance, tender to the
                           accepting Shareholder such portion of the Subject
                           Shares as are accepted;

                           (5) if all Subject Shares to be transferred by the
                           Proposing Transferor have not been transferred within
                           the thirty day period set forth in Subsection
                           1.b.ii.(4), the Board of Directors of the Company
                           will proceed to offer those Subject Shares that have
                           not been so transferred to the other Shareholders at
                           the Fair Value in proportion to their holdings of
                           capital stock of the Company. Offers made pursuant to
                           this Subsection will remain open for acceptance (in
                           whole or in part) for a period of thirty days, and
                           the Proposing Transferor will, upon being notified of
                           an acceptance, tender to the accepting Shareholder
                           such portion of the Subject Shares as are accepted.
                           Where a Shareholder does not accept an offer, the
                           Board of Directors of the Company will offer the
                           Subject Shares offered to such Shareholder to
                           accepting Shareholders proportionally to their
                           holdings at the time. Offers made pursuant to the
                           preceding sentence will remain open for acceptance
                           (in whole or in part) for a period of fifteen days
                           and the Proposing Transferor will, upon being
                           notified of an acceptance, tender to the accepting
                           Shareholder such portion of the Subject Shares as are
                           accepted;


                                     - 2 -
<PAGE>


                           (6) if all of the Subject Shares have not been
                           transferred within forty-five days from the date of
                           the offer made pursuant to Subsection 1.b.ii.(5), the
                           Board of Directors may within thirty days find a
                           third party who is willing to purchase the remaining
                           Subject Shares at the Fair Value, and the Proposing
                           Transferor will tender to such third party such
                           portion of the Subject Shares as such third party is
                           willing to purchase;

                           (7) if all of the Subject Shares have not been
                           transferred within seventy-five days from the date of
                           the offer made pursuant to Subsection 1.b.ii.(5), the
                           Proposing Transferor may sell the remaining Subject
                           Shares at a price not less than the Fair Value to any
                           person;

                           (8) if the Proposing Transferor has not sold all of
                           the Subject Shares remaining for sale pursuant to
                           Subsection 1.b.ii.(7) within thirty days of the end
                           of the seventy-five day period referred to in such
                           Subsection, then the Proposing Transferor shall
                           withdraw the Transfer Notice and shall not thereafter
                           Transfer any shares of capital stock of the Company
                           without complying with the terms of this Section 1.b;

                  iii.     if Ampersand II, Ampersand III and Ampersand III CF
                           have not waived the operation of this clause 1.b.iii
                           when providing their consent under clause 1.b.i, the
                           Proposing Transferor shall give ten business days
                           written notice to Ampersand II, Ampersand III and
                           Ampersand III CF of any proposed Transfer pursuant to
                           Subsection 1.b.ii.(7) (the "Co-Sale Notice") and
                           allow Ampersand II, Ampersand III and Ampersand III
                           CF to participate by Transferring in respect of such
                           number of the shares of Ampersand II, Ampersand III
                           and Ampersand III CF which represents the same
                           proportion to the total number of shares to be sold
                           or transferred as the sum of the number of shares of
                           common stock into which the all shares held by
                           Ampersand II, Ampersand III and Ampersand III CF
                           could be converted as the number of shares of common
                           stock held by Ampersand II, Ampersand III and
                           Ampersand III CF represents to the sum of the total
                           number of issued common stock and the number of
                           common stock into which all of the shares held by
                           Ampersand II, Ampersand III and Ampersand III CF and
                           the shares held by NJI No. 1(A) Investment Fund ("NJI
                           1A") and NJI No. 2(B) Investment Fund ("NJI 1B")
                           could be converted at the time that the Co-Sale
                           Notice was given.

                  iv.      The provisions of this Section 1.b. shall not apply
                           where the Board of Directors have determined that a
                           transfer is (i) from a trustee (not being a
                           stockholder of the Company who has divested himself
                           of all or part of the equitable interest in the
                           shares of the Company) to a new trustee of the same
                           trust; (ii) by the legal personal representative of a
                           deceased stockholder to a person beneficially
                           entitled to the shares on the distribution of the
                           stockholder's estate; (iii) by a trustee (not being a


                                     - 3 -
<PAGE>


                           stockholder of the Company who has divested himself
                           of all or part of the equitable interest in the
                           shares of the Company) to a beneficiary or (iv) by
                           the written consent of all of the Shareholders.

         c.       Each of the Shareholders agrees that it will not vote any
                  shares of capital stock of the Company held by it, or take any
                  other action, to alter the By-laws or the Certificate of
                  Incorporation of the Company without the consent of Ampersand
                  II, Ampersand III and Ampersand III CF.

         d.       The rights and obligations set out in this Section 1 are
                  subject to the issue of the Replacement Shares (as defined in
                  the Implementation Agreement) by the Company to the
                  Shareholders. Upon such issue, clauses 6.1, 6.2 and 6.3 of the
                  Ampersand Subscription Agreement (as defined in the
                  Implementation Agreement) are terminated and of no further
                  force and effect.

2.       REGISTRATION RIGHTS

         a.       The Shareholders will co-operate to procure quotation of the
                  Company's shares of common stock on the Nasdaq National Market
                  or listing of such common stock any internationally recognized
                  stock exchange approved by Ampersand II, Ampersand III and
                  Ampersand III CF by June 30, 1998, and will take all actions
                  reasonably necessary to achieve a listing by that date.

         b.       The Shareholders will have the registration rights contained
                  in Schedule II hereto.

         c.       The Shareholders will have the following registration rights
                  outside the United States:

                  (a)      whenever the Company proposes to lodge or register a
                           prospectus or other offering document with the
                           Australian Securities Commission or any other
                           relevant authority it will give 30 days notice to the
                           Shareholders of its intention to do so, and, upon
                           receiving a written request from any Shareholder
                           within the 30 day notice period, the Company will use
                           its best endeavors to include any shares of common
                           stock held by that Shareholder as part of the offer
                           or invitation to subscribe for or purchase shares
                           which is contained in the prospectus or offering
                           document;

                  (b)      upon receipt of written notice from any of the
                           Shareholders, the Company will use its best endeavors
                           in assisting in the preparation and filing of a
                           prospectus or offer document with the Australian
                           Securities Commission or any other relevant authority
                           in respect of the shares of common stock held by that
                           Shareholder;

                  (c)      the shares held by Ampersand II, Ampersand III and
                           Ampersand III CF will be treated no less favorably
                           than those held by any other


                                     - 4 -
<PAGE>


                           shareholder of the Company in respect of any offer or
                           invitation to purchase shares;

         d.       The rights and obligations set out in this Section 2 are
                  subject to the issue of the Replacement Shares by the Company
                  to the Shareholders. Upon such issue, clauses 7.1, 7.2 and 7.3
                  of the Ampersand Subscription Agreement are terminated and of
                  no further force and effect.

3.       OBLIGATIONS OF THE COMPANY

         a.       The Company will use its best endeavors to procure quotation
                  of the Company's shares of common stock on the Nasdaq National
                  Market or listing of such common stock any internationally
                  recognized stock exchange approved by Ampersand II, Ampersand
                  III and Ampersand III CF by 30 June 1998, and will take all
                  actions reasonably necessary to achieve a listing by that
                  date.

         b.       The Company will not dispose of all or substantially all of
                  its assets without the prior written consent of Ampersand II,
                  Ampersand III and Ampersand III CF (which consent shall not be
                  unreasonably withheld). Prior to obtaining the consent of
                  Ampersand II, Ampersand III and Ampersand III CF and of the
                  shareholders of the Company pursuant to applicable law, if
                  any, the directors of the Company will commission an
                  independent expert to report on whether the proposed sale is
                  fair and reasonable to the Company and all shareholders,
                  taking into account all existing arrangements including the
                  rights of Ampersand II, Ampersand III and Ampersand III CF
                  under this Agreement and the Company's Certificate of
                  Incorporation and By-laws.

         c.       Unless otherwise consented to by the holders of at least 80%
                  of the shares of capital stock of the Company, the Company
                  will not declare or pay any dividends on any shares and will
                  not buy-back, cancel or redeem or acquire for any
                  consideration any shares of the capital stock of the Company.

         d.       The Company will not issue any shares with rights or priority
                  superior to the rights or priority attaching to the shares of
                  Series A Preferred Stock shares held by Ampersand II,
                  Ampersand III and Ampersand III CF without their prior written
                  consent.

         e.       The Company will provide to Ampersand II, Ampersand III and
                  Ampersand III CF:

                  (a)      monthly financial information of the Company and its
                           subsidiaries ("the Company Group") in such detail as
                           Ampersand II, Ampersand III and Ampersand III CF
                           reasonably requests within 30 days of the end of each
                           month;


                                     - 5 -
<PAGE>


                  (b)      the annual budget and operating plan for the
                           following financial year for the Company before the
                           end of the current financial year;

                  (c)      audited accounts for the Company on an consolidated
                           basis within 90 days of the end of each financial
                           year; and

                  (d)      any other information in relation to the Company
                           which Ampersand II, Ampersand III and Ampersand III
                           CF reasonably requests.

         f.       The rights of Ampersand II, Ampersand III and Ampersand III CF
                  under Subsections 1.a., 1.b.i., 1.b.iii, and 1.c., and the
                  obligations of the Company under Section 3 will lapse if
                  Ampersand II, Ampersand III and Ampersand III CF in the
                  aggregate hold less than 5% of the issued capital in the
                  Company.

         g.       The rights and obligations set out in this Section 3 are
                  subject to the issue of the Replacement Shares by the Company
                  to the Shareholders. Upon such issue, clauses 8.1, 8.2, 8.3,
                  8.4, 8.5 and 8.6 of the Ampersand Subscription Agreement are
                  terminated and of no further force and effect.

4.       COMPENSATION COMMITTEE

         a.       The parties agree that the remuneration paid by the Company to
                  Peter Kenneth Kennedy, Paul John Bordonaro and Alan Rowland
                  Thomas will be determined (consistent with all relevant
                  employment agreements) by a committee of three directors
                  including a director appointed by JTC (as Chairman) and a
                  director appointed by either Ampersand II or Ampersand III.

         b.       In addition to any rights they have under the Company's
                  Certificate of Incorporation or otherwise to appoint a
                  director, each of Thomas, Helmet and Floatflow while they are
                  shareholders in the Company may appoint Peter Kenneth Kennedy,
                  Paul John Bordonaro and Alan Rowland Thomas as corporate
                  representatives to attend meetings of the Board of Directors,
                  and the Company shall cause to be delivered to such
                  individuals all notices of meetings that are delivered to the
                  Directors of the Company.

         c.       The rights of Thomas, Helmet and Floatflow under Section 4.b.
                  will lapse if Thomas, Helmet and Floatflow in aggregate hold
                  less than 5% of the outstanding capital stock of the Company.

         d.       The rights and obligations set out in this Section 4 are
                  subject to the issue of the Replacement Shares by the Company
                  to the Shareholders. Upon such issue, clauses 10.1, 10.2 and
                  10.3 of the Ampersand Subscription Agreement are terminate and
                  of no further force and effect.


                                     - 6 -
<PAGE>


5.       TRANSFER

         a.       Notwithstanding any other provision of this Agreement,
                  Ampersand II, Ampersand III and Ampersand III CF may at any
                  time transfer all or any of their shares of capital stock of
                  the Company to any affiliate, including any limited
                  partnership associated with Ampersand II or Ampersand III,
                  subject to the transferee agreeing in writing to be bound by
                  the terms of this Agreement.

         b.       Notwithstanding any other provision of this Agreement, each of
                  NJI 1A or NJI 1B may at any time transfer all or any of its
                  shares of capital stock of the Company to any affiliate or to
                  any fund under the management of Nomura/Jafco Investment
                  (Asia) Ltd, subject to the transferee agreeing in writing to
                  be bound by the terms of this agreement.

         c.       The rights and obligations set out in this Section 5 are
                  subject to the issue of the Replacement Shares by the Company
                  to the Shareholders. Upon such issue, clauses 11.1 and 11.2 of
                  the Ampersand Subscription Agreement are terminated and of no
                  further force and effect.

6.       UNDERTAKINGS TO NOMURA/JAFCO

         a.       Each of JTC, Thomas, Helmet and Floatflow agrees that it will
                  not, without the prior written consent of NJI 1A and NJI 1B
                  (which consent shall not be unreasonably withheld) Transfer
                  any of its shares of capital stock of the Company.

         b.       The Company agrees that while NJI 1A or NJI 1B holds any
                  shares of capital stock of the Company:

                  (a)      a person nominated from time to time by NJI 1A and/or
                           NJI 1B shall have the right to attend all meetings of
                           the board of directors of the Company and receive all
                           notices of meetings delivered to Directors of the
                           Company; and

                  (b)      the Company shall provide to NJI 1A and NJI 1B in a
                           timely manner monthly, quarterly and annual financial
                           statements of the Company and the annual budget of
                           the Company.

         c.       NJI 1A and/or NJI 1B shall comply with any reasonable
                  confidentiality requirements of the Company and shall obtain
                  the written agreement that any person nominated by NJI 1A
                  and/or NJI 1B pursuant Section 6.b.(a) shall comply with any
                  such requirements.

         d.       The rights of NJI 1A and NJI 1B under Section 6 shall lapse
                  upon the sale or transfer by NJI 1A and NJI 1B of all of their
                  shares of capital stock of the Company.


                                     - 7 -
<PAGE>


         e.       The rights and obligations set out in this Section 6 are
                  subject to the issue of the Replacement Shares. Upon such
                  issue, clauses 6.1 and 6.2 of the Nomura Subscription
                  Agreement (as defined in the Implementation Agreement) are
                  terminated and of no further force and effect.

7.       ELECTION OF DIRECTORS; CERTAIN VOTING RIGHTS.

         a.       Subject to Section 7.b. below, each of the Shareholders agrees
                  to vote his, her or its shares of capital stock of the Company
                  over which he, she or it exercises voting control, and take
                  such other actions as are necessary, so as to elect (to the
                  extent of the voting rights of the shares of capital stock
                  held by such party) and thereafter continue in office as
                  Directors of the Company:

                  (1)      the following number of individuals designated by
                           Ampersand II and Ampersand III:

                                    (a) while Ampersand II holds between 6.25%
                           and 13% of the issued shares in the Company,
                           Ampersand II will have the right to appoint one
                           Director of the Company;

                                    (b) while Ampersand II holds more than 13.0%
                           of the issued shares in the Company, and if Ampersand
                           III does not have the right to appoint a Director,
                           Ampersand II will have the right to appoint two
                           Directors of the Company;

                                    (c) while Ampersand III holds 6.25% or more
                           of the issued shares in the Company Ampersand III
                           will have the right to appoint one Director of the
                           Company.

                  (2)      the following number of individuals designated by
                           JTC:

                                    (a) at such times as JTC holds 25% or more
                           of the outstanding shares of capital stock of the
                           Corporation, three directors,

                                    (b) at such times as JTC holds at least 13%
                           but less than 25% of the outstanding shares of
                           capital stock of the Corporation, two directors;

                                    (c) at such times as JTC holds at least
                           6.25% but less than 13% of the outstanding shares of
                           capital stock of the Corporation, one director.

                  (3)      an individual designated by the Management Team at
                           such times as any of Helmet, Floatflow, Thomas or the
                           Management Team hold 6.25% or more of the outstanding
                           shares of capital stock of the Company.


                                     - 8 -
<PAGE>


         b.       Each of the Shareholders agrees to vote his, her or its shares
                  of the capital stock of the Company over which he, she or it
                  exercises voting control, and take such other actions as are
                  necessary, for the removal of any Director upon the request of
                  the party or parties designating such Director and for the
                  election to the Board of Directors of a substitute designated
                  by such party or parties in accordance with the provisions of
                  Section 7.a hereof.

         c.       Each of the Shareholders agrees to vote, his, her or its
                  shares of the capital stock of the Company over which he, she
                  or it exercises voting control, and take such other actions as
                  are necessary, in such manner as shall be necessary or
                  appropriate to ensure that any vacancy on the Board of
                  Directors of the Company shall be filed in accordance with
                  Section 7.a.

8.       MISCELLANEOUS

         a.       TERMINATION. This Agreement shall terminate and be of no
                  further effect if any shares in the Company are listed on any
                  stock exchange or quoted on any nationally recognized
                  automated quotation system.

         b.       CONFIDENTIALITY. Subject to the provisions of this Section,
                  none of the parties will disclose any information or document
                  in connection with this Agreement which is not in the public
                  domain.

         A party may disclose any confidential information or document:

                  1.       in enforcing this Agreement or in a proceeding
                           arising our of or in connection with this Agreement;

                  2.       if required under a binding order of a governmental
                           agency or under a procedure for discovery in any
                           proceedings;

                  3.       if required under any law or any administrative
                           guideline, directive, request or policy whether or
                           not having the force of law and, if not having the
                           force of law, the observance of which is in
                           accordance with the practice of responsible bankers
                           or financial institutions similarly situated;

                  4.       as required or permitted by this Agreement;

                  5.       to its legal advisers and its consultants;

                  6.       if necessary to comply with any duty or obligation to
                           keep investors properly informed; or

                  7.       with the prior written consent of each other party.

         This Section 8.b. survives the termination of this Agreement.


                                     - 9 -
<PAGE>


         c.       ASSIGNMENT. Subject to Section 5 and this Section, the rights
                  and obligations of each party to this Agreement are personal.
                  They cannot be assigned, encumbered or otherwise dealt with
                  and no party shall attempt, or purport, to do so without the
                  prior written consent of all parties.

         If a Shareholder transfers its shares to a related corporation or
         limited partnership or fund pursuant to Section 5, it must assign its
         rights and obligations under this Agreement to that related corporation
         or limited partnership or fund, and such transferee must execute an
         instrument which provides that such transferee shall be bound by the
         provisions hereof.

         d.       SEVERABILITY. The invalidity or unenforceability of any
                  provision of this Agreement shall not affect the validity or
                  enforceability of any other provision of this Agreement, and
                  each other provision of this Agreement shall be severable and
                  enforceable to the extent permitted by law.

         e.       BINDING EFFECT. This Agreement shall be binding upon and inure
                  to the benefit of the Company, the Shareholders and their
                  respective heirs, executors, administrators, legal
                  representatives, successors and assigns.

         f.       NOTICE. All notices required or permitted hereunder shall be
                  in writing and deemed effectively given upon personal delivery
                  by registered or certified mail, postage prepaid, addressed to
                  the other parties hereto at the address shown beneath his or
                  its respective signature to this Agreement, or at such other
                  address or addresses as any party shall designate to the
                  others in accordance with this Section 8.c.

         g.       PRONOUNS. Whenever the context may require, any pronouns used
                  in this Agreement shall include the corresponding masculine,
                  feminine or neuter forms, and the singular form of nouns and
                  pronouns shall include the plural, and vice vera.

         h.       ENTIRE AGREEMENT; RELATIONSHIP TO CERTIFICATE OF INCORPORATION
                  AND BY-LAWS. This Agreement constitutes the entire agreement
                  between the parties, and supersedes all prior agreements and
                  understandings relating to the subject matter of this
                  Agreement. To the extent permitted by law, in the event of any
                  inconsistency between this Agreement and the provisions of the
                  Certificate of Incorporation or By-laws of the Company, the
                  provisions of this Agreement shall apply.

         i.       AMENDMENT. Any term of this Agreement may be amended and the
                  observance of any term of this Agreement may be waived (either
                  generally or in a particular instance and either retroactively
                  or prospectively), with the written consent of all the parties
                  hereto.

         j.       NO WAIVER. No failure to exercise nor any delay in exercising
                  any right, power or remedy by a party operates as a waiver. A
                  single or partial exercise of any right, power or remedy does
                  not preclude any other or further exercise of that or any
                  other right, power or remedy. A waiver is not valid or binding
                  on the party granting that waiver unless made in writing.


                                     - 10 -
<PAGE>


         k.       GOVERNING LAW. This Agreement shall be construed, interpreted
                  and enforced in accordance with the laws of the State of
                  Delaware.

         l.       COUNTERPARTS. This Agreement may be executed in several
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument.


                                     - 11 -

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Shareholders
Agreement to be executed as an instrument under seal as of the date first set
forth above.


SIGNED for and on behalf of MOLDFLOW          )
CORPORATION                                   )
in the presence of                            )

/s/ Nevill Antony Sherburn                      /s/ Julian Beale
----------------------------------              --------------------------------
Secretary                                       President


Nevill Antony Sherburn                          Julian Beale
----------------------------------              --------------------------------
Name of secretary (print)                       Name of president (print)


THE COMMON SEAL of THOMAS                     )
INVESTMENTS AUSTRALIA PTY LTD                 )
is affixed in accordance with its articles    )
of association in the presence of             )


----------------------------------              --------------------------------
Secretary                                       Director


----------------------------------              --------------------------------
Name of secretary (print)                       Name of director (print)



                                     - 12 -

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Shareholders
Agreement to be executed as an instrument under seal as of the date first set
forth above.


SIGNED for and on behalf of MOLDFLOW          )
CORPORATION                                   )
in the presence of                            )


----------------------------------              --------------------------------
Secretary                                       President



----------------------------------              --------------------------------
Name of secretary (print)                       Name of president (print)


SIGNED for and on behalf of THOMAS            )
INVESTMENTS AUSTRALIA PTY LTD                 )
by a director in the presence of              )

/s/ Stephanie M. Rowland                        /s/ A. Roland Thomas
----------------------------------              --------------------------------
Witness                                         Director


Stephanie M. Rowland                            A. Roland Thomas
----------------------------------              --------------------------------
Name of witness (print)                         Name of director (print)


                                     - 12 -

<PAGE>


THE COMMON SEAL of HELMET                     )
INVESTMENTS AUSTRALIA PTY LTD is              )
affixed in accordance with its articles       )
of association in the presence of             )

/s/ Peter Kennedy                               /s/ Pauline M. Healy
----------------------------------              --------------------------------
Secretary                                       Director

Peter Kennedy                                   Pauline M. Healy
----------------------------------              --------------------------------
Name of secretary (print)                       Name of director (print)


THE COMMON SEAL of FLOATFLOW                  )
PTY LTD is affixed in accordance with its     )
articles of association in the presence of    )


----------------------------------              --------------------------------
Secretary                                       Director


----------------------------------              --------------------------------
Name of secretary (print)                       Name of director (print)


THE COMMON SEAL of JTC                        )
INVESTMENT MANAGEMENT PTY is                  )
affixed in accordance with its articles of    )
association in the presence of                )


----------------------------------              --------------------------------
Secretary                                       Director


----------------------------------              --------------------------------
Name of secretary (print)                       Name of director (print)



                                     - 13 -

<PAGE>


THE COMMON SEAL of HELMET                     )
INVESTMENTS AUSTRALIA PTY LTD is              )
affixed in accordance with its articles       )
of association in the presence of             )


----------------------------------              --------------------------------
Secretary                                       Director

----------------------------------              --------------------------------
Name of secretary (print)                       Name of director (print)


SIGNED for and on behalf of FLOATFLOW         )
PTY LTD by a director in the presence of      )

/s/ N. Broome                                   /s/ Paul Bordonaro
----------------------------------              --------------------------------
Witness                                         Director


N. Broome                                       Paul Bordonaro
----------------------------------              --------------------------------
Name of witness (print)                         Name of director (print)


THE COMMON SEAL of JTC                        )
INVESTMENT MANAGEMENT PTY is                  )
affixed in accordance with its articles of    )
association in the presence of                )

/s/ Julian Beale                                /s/ Michael Kroeger
----------------------------------              --------------------------------
Secretary                                       Director

Julian Beale                                    Michael Kroeger
----------------------------------              --------------------------------
Name of secretary (print)                       Name of director (print)



                                     - 13 -
<PAGE>


THE COMMON SEAL of WESTPAC                    )
CUSTODIAN NOMINEES LIMITED (as                )
nominee for NJI No. 1(A) Investment Fund)     )          [SEAL]
is affixed in accordance with its articles    )
of association in the presence of             )


                                                  /s/ illegible
                                                  ------------------------
                                                  Director

                                                  /s/ illegible
                                                  ------------------------
                                                  Name of director (print)

THE COMMON SEAL of WESTPAC                    )
CUSTODIAN NOMINEES LIMITED (as                )
nominee for NJI No. 1 (B) Investment Fund)    )          [SEAL]
is affixed in accordance with its articles    )
of association in the presence of             )


                                                  /s/ illegible
                                                  ------------------------
                                                  Director

                                                  /s/ illegible
                                                  ------------------------
                                                  Name of director (print)

SIGNED for and on behalf of AMPERSAND         )
SPECIALTY MATERIALS AND                       )
CHEMICALS II, LIMITED PARTNERSHIP             )
by its general partner ASMC II Management     )
Company LP in the presence of                 )

                                                /s/ Charles D. Yie
                                                --------------------------------
                                                Director

                                                /s/ Charles D. Yie
                                                --------------------------------
                                                Name of director (print)



                                     - 14 -
<PAGE>


THE COMMON SEAL of WESTPAC                    )
CUSTODIAN NOMINEES LIMITED (as                )
nominee for NJI No. 1(A) Investment Fund)     )
is affixed in accordance with its articles    )
of association in the presence of             )


                                              /s/ illegible
-----------------------------------           --------------------------------
Secretary                                     Director


                                              /s/ illegible
-----------------------------------           --------------------------------
Name of secretary (print)                     Name of director (print)


THE COMMON SEAL of WESTPAC                    )
CUSTODIAN NOMINEES LIMITED (as                )
nominee for NJI No. 1 (B) Investment Fund)    )
is affixed in accordance with its articles    )
of association in the presence of             )

----------------------------------              --------------------------------
Secretary                                       Director

----------------------------------              --------------------------------
Name of secretary (print)                       Name of director (print)


SIGNED for and on behalf of AMPERSAND         )
SPECIALTY MATERIALS AND                       )
CHEMICALS II, LIMITED PARTNERSHIP             )
by its general partner ASMC II Management     )
Company LP in the presence of                 )

                                                /s/ Charles D. Yie
----------------------------------              --------------------------------
Secretary                                       Director

                                                Charles D. Yie
----------------------------------              --------------------------------
Name of secretary (print)                       Name of director (print)

By its General Partner of the General Partner ASMC-II MCLP LLP



                                     - 14 -
<PAGE>


SIGNED for and on behalf of AMPERSAND         )
SPECIALTY MATERIALS AND                       )
CHEMICALS III, LIMITED PARTNERSHIP            )
by its general partner ASMC III Management    )
Company LP in the presence of                 )

By its General Partner of the General Partner ASMC-III MCLP LLP

                                                /s/ Charles D. Yie
                                                --------------------------------
                                                Director and General Partner

                                                Charles D. Yie
                                                --------------------------------
                                                Name of director (print)

SIGNED for and on behalf of AMPERSAND         )
SPECIALTY MATERIALS AND                       )
CHEMICALS III COMPANION FUND                  )
LIMITED PARTNERSHIP by its general            )
partner ASMC IIICF Management Company LP      )
in the presence of                            )

By its General Partner of the General Partner ASMC-III MCLP LLP

                                                /s/ Charles D. Yie
                                                --------------------------------
                                                Director and General Partner

                                                Charles D. Yie
                                                --------------------------------
                                                Name of director (print)


SIGNED for and on behalf of MAZZA &           )
RILEY, INC.                                   )
in the presence of                            )


----------------------------------              --------------------------------
Secretary

----------------------------------              --------------------------------
Name of secretary (print)                                     Name (print)



                                     - 15 -
<PAGE>


SIGNED for and on behalf of AMPERSAND         )
SPECIALTY MATERIALS AND                       )
CHEMICALS III, LIMITED PARTNERSHIP            )
by its general partner ASMC III Management    )
Company LP in the presence of                 )


                                                --------------------------------
                                                Director

                                                --------------------------------
                                                Name of director (print)

SIGNED for and on behalf of AMPERSAND         )
SPECIALTY MATERIALS AND                       )
CHEMICALS III COMPANION FUND                  )
LIMITED PARTNERSHIP by its general            )
partner ASMC IIICF Management Company LP      )
in the presence of                            )


                                                --------------------------------
                                                Director

                                                --------------------------------
                                                Name of director (print)


SIGNED for and on behalf of MAZZA &           )
RILEY, INC.                                   )
in the presence of                            )

                                                /s/ David B. Mazza
                                                --------------------------------
                                                Treasurer

                                                David B. Mazza
                                                --------------------------------
                                                Name (print)



                                     - 15 -
<PAGE>


                                   SCHEDULE I

THOMAS INVESTMENTS AUSTRALIA PTY LTD

HELMET INVESTMENTS AUSTRALIA PTY LTD

FLOATFLOW PTY LTD

JTC INVESTMENT MANAGEMENT PTY LTD

WESTPAC CUSTODIAN NOMINEES LIMITED (as nominee for NJI No. 1(A) Investment
Fund)

WESTPAC CUSTODIAN NOMINEES LIMITED (as nominee for NJI No. 1 (B) Investment
Fund)

AMPERSAND SPECIALTY MATERIALS AND CHEMICALS II, LIMITED PARTNERSHIP

AMPERSAND SPECIALTY MATERIALS AND CHEMICALS III, LIMITED PARTNERSHIP

AMPERSAND SPECIALTY MATERIALS AND CHEMICALS III COMPANION FUND

MAZZA & RILEY, INC.
<PAGE>
                                   SCHEDULE II

                               REGISTRATION RIGHTS

1.    Certain Definitions

Words defined in the Shareholders Agreement have the same meaning in this
Schedule II, except that as used in this Schedule II, the following terms shall
have the following respective meanings:

      Commission means the United States Securities and Exchange Commission, or
      any other United States Federal agency at the time administering the
      Securities Act.

      Common Stock means the common stock, $.01 par value per share, of the
      Company.

      Company means Moldflow Corporation.

      Exchange Act means the United States Securities Exchange Act of 1934, as
      amended, or any similar United States statute, and the rules and
      regulations of the Commission issued under such act, as they each may,
      from time to time, be in effect.

      Securities Act means the United States Securities Act of 1933, as amended,
      or any similar United States statute, and the rules and regulations of the
      Commission issued under such act, as they each may, from time to time, be
      in effect.

      Registration Statement means a registration statement filed by the Company
      with the Commission for a public offering and sale of securities of the
      Company (other than a registration statement on Form S-8 or Form S-4, or
      their successors, or any other form for a limited purpose, or any
      registration statement covering only securities proposed to be issued in
      exchange for securities or assets of another corporation).

      Registration Expenses means the expenses described in Section 6 of this
      Schedule.

      Registrable Shares means (i) the shares of Common Stock issued or issuable
      upon, exercise or conversion of the securities held by Ampersand II and
      Ampersand III, and (ii) any other shares of Common Stock of the Company
      issued in respect of such shares (because of stock splits, stock
      dividends, reclassifications, recaptializations, or similar events).
      Wherever reference is made in this Agreement to a request or consent of
      Holders of a certain percentage of Registrable Shares, or to a number of
      percentage of Registrable Shares held by a Holder, such reference shall
      include shares of Common Stock issuable upon exercise of conversion of the
      securities held by Ampersand II and Ampersand III even though such
      exercise or conversion has not yet been effected.
<PAGE>

      Holder means Ampersand Speciality Materials and Chemicals II and Ampersand
      Speciality Materials and Chemicals III and the Shareholders and their
      direct or indirect successors or assigns.

2.    Sale or Transfer of Shares; Legend

      (a)   The Registrable Shares shall not be sold or transferred in the
            United States unless either (i) they first shall have been
            registered under the Securities Act, or (ii) the Company first shall
            have been furnished with an opinion of legal counsel, reasonably
            satisfactory to the Company, to the effect that such sale or
            transfer is exempt from the registration requirements of the
            Securities Act.

      (b)   Each certificate representing the Registrable Shares shall bear a
            legend substantially in the following form:

                  "The Shares represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended (the
                  "Act"), and may not be offered, sold or otherwise transferred,
                  pledged or hypothecated in the United States unless and until
                  such shares are registered under the Act or an opinion of
                  counsel satisfactory to the Company is furnished to the
                  Company to the effect that such registration is not required."

            The foregoing legend shall be removed from the certificates
            representing any Registrable Shares at the request of the Holder
            thereof at such time as they become registered under the Securities
            Act or eligible or resale pursuant to Rule 144(k) under the
            Securities Act.

3.    Required Registration

      (a)   Within 90 days following written notice from a Holder or Holders
            holding (or intending to exercise warrants for) (i) in the case of
            Forms S-1 and S-2, not less than fifty one percent (51%) of the
            Registrable Shares and (ii) in the case of Form S-3, Registrable
            Shares having a fair market value of not less than $100,000, the
            Company shall use its best efforts to effect the registration of
            such Registrable Shares on Form S-1, Form S-2 or Form S-3 (or any
            successor forms) or other appropriate Registration Statement
            designated by such Holder or Holders. Any demand registration on
            Form S-1 or Form S-2 pursuant to this Section 3 must be underwritten
            on a firm commitment basis by a merchant or investment banker of
            recognized national or regional standing in the United States. The
            right of other Holders to participate in such underwritten
            registration shall be conditioned on such Holders' participation in
            such underwriting upon the same terms and conditions. Upon receipt
            of any such request, the Company shall promptly give written notice
            of such proposed registration to all Holders. Such Holders shall
            have the right, by giving written notice to the Company within 30
            days after the Company provides its


                                     - 2 -
<PAGE>

            notice, to elect to have included in such registration such of their
            Registrable Shares as such Holders may request in such notice of
            election subject to the approval of the underwriter managing the
            offering. Thereupon, the Company shall, as expeditiously as
            possible, use its best efforts to effect the registration on Form
            S-1, Form S-2 or Form S-3 (or any successors form) or such other
            appropriate Registration Statement designated by such Holder or
            Holders, of all such Registrable Shares.

      (b)   The Company shall not be required to effect more than two
            registrations (other than on Form S-3 or any successor form relating
            to secondary offerings, if available) pursuant to Section 3(a). The
            Holder or Holders holding the requisite amount of Registrable Shares
            shall have the right to require the Company to effect an unlimited
            number of registrations on Form S-3 or any successor form relating
            to secondary offerings; however, in any one year the Company shall
            not be required to effect more than two such registrations. If, upon
            receipt of any request for registration from the Holders pursuant to
            this Section 3, the Company elects to sell shares directly as part
            of such registration, then such registration shall be considered a
            registration under Section 4 rather than under Section 3 hereof.

4.    Incidental Registration

      (a)   Whenever the Company proposes to file a Registration Statement,
            prior to such filing it shall give written notice to all Holders of
            its intention to do so, and upon the written request of a Holder or
            Holders given within 30 days after the Company provides such notice
            (which request shall state the intended method of disposition of
            such Registrable Shares), the Company shall use its best efforts to
            cause all Registrable Shares which the Company has been requested to
            register to be registered under the Securities Act to the extent
            necessary to permit their sale or other disposition in accordance
            with the intended methods of distribution specified in the request
            of such Holder(s); provided that, the Company shall have the right
            to postpone or withdraw any registration effected pursuant to this
            Section 4 without obligation to any Holder.

      (b)   In connection with any offering under this Section 4 involving an
            underwriting, and subject to the next sentence hereof, the Company
            shall not be required to include any Registrable Shares in such
            underwriting in such quantity as will, in the opinion of the
            underwriters, jeopardize the success of the offering by the Company
            or materially adversely affect the price receivable by the Company
            in such offering. If in the opinion of the managing underwriter the
            registration of all, or part of, the Registrable Shares which the
            Holders have requested to be included would materially and adversely
            affect the success or the price receivable in such public offering,
            then the Company shall be required to include in the underwriting
            only that number of Registrable Shares, if any, which the managing
            underwriter believes may be sold without causing such adverse
            effect, provided, however, that in no event


                                     - 3 -
<PAGE>

            shall more than 50% of the Registrable Shares which the Holders have
            requested to be included in any underwriting be excluded from such
            underwriting (other than an underwriting relating to the initial
            public offering of the Company's Common Stock, in which case 100% of
            such Registrable Shares may be excluded). In the event of such a
            reduction in the number of shares to be included in the
            underwriting, all Holders of Registrable Shares who have requested
            registration shall participate in the underwriting pro rata based
            upon their total ownership of Registrable Shares (or in any other
            proportion as agreed upon by such Holders) and if any such Holder
            would thus be entitled to include more shares than such Holder
            requested to be registered, the excess shall be allocated among such
            other requesting Holders pro rata based on their ownership of
            Registrable Shares. No other securities requested to be included in
            a registration for the account of anyone other than the Company or
            the Holders shall be included in a registration unless either (i)
            all Registrable Shares requested to be included in such registration
            are so included or (ii) the Holders of a majority of the Registrable
            Shares requested to be included in such registration otherwise
            consent in writing.

5.    Registration Procedures

      If and whenever the Company is required by the provisions of this
      Agreement to use its best efforts to effect the registration of any of the
      Registrable Shares under the Securities Act, the Company shall:

      (a)   file with the Commission a Registration Statement with respect to
            such Registrable Shares and use its best efforts to cause that
            Registration Statement to become and remain effective:

      (b)   as expeditiously as possible prepare and file with the Commission
            any amendments and supplements to the Registration Statement and the
            prospectus included in the Registration Statement as may be
            necessary to keep the Registration Statement effective for a period
            of not less than 90 days from the effective date;

      (c)   as expeditiously as possible furnish to each selling Holder such
            reasonable numbers of copies of the prospectus, including a
            preliminary prospectus, in conformity with the requirements of the
            Securities Act, and such other documents as the selling Holder may
            reasonably request in order to facilitate the public sale or other
            disposition of the registered Registrable Shares owned by the
            selling Holder; and

      (d)   as expeditiously as possible use its best efforts to register or
            qualify the Registrable Shares covered by the Registration Statement
            under the securities or Blue Sky laws of such states as the selling
            Holder shall reasonably request, and do any and all other acts and
            things that may be necessary or desirable to enable the selling
            Holder to consummate the public sale or other disposition in such
            jurisdictions; provided, however, that the Company shall not be
            required


                                     - 4 -
<PAGE>

            in connection with this paragraph (d) to qualify as a foreign
            corporation or execute a general consent to service of process in
            any jurisdiction.

      If the Company has delivered preliminary or final prospectuses to the
      selling Holder and after having done so the prospectus is amended to
      comply with the requirements of the Securities Act, the Company shall
      promptly notify the selling Holder and, if requested, the selling Holder
      shall immediately cease making offers of Registrable Shares and shall
      return all prospectuses to the Company. The Company shall promptly provide
      the selling Holder with revised prospectuses and, following receipt of the
      revised prospectuses, the selling Holder shall be free to resume making
      offers of the Registrable Shares.

6.    Allocation of Expenses

      The Company shall pay the Registration Expenses for all registrations
      requested by the Holders pursuant to this Agreement. If a registration on
      a Registration Statement other than Form S-3 (or any successor form)
      requested by the Holders pursuant to Section 3(a) is withdrawn prior to
      effectiveness at the request of the Holders requesting it and if the
      requesting Holders holding a majority of the Registrable Shares requested
      to be included in such registration elect not to have such registration
      counted as a registration requested under Section 3(a), the requesting
      Holders shall pay the Registration Expenses of such registration pro rata
      in accordance with the number of their Registrable Shares included in such
      registration. For purposes of this Section, the term Registration Expenses
      shall mean all expenses incurred by the Company in complying with this
      Agreement, including, without limitation, all registration and filing
      fees, exchange listing fees, printing expenses, fees and disbursements of
      counsel for the Company and one counsel for the selling Holders,
      out-of-pocket expenses of the Company and the underwriters, state Blue Sky
      fees and expenses, and the expense of any special audits incident to or
      required by any such registration, but excluding underwriting discount and
      selling commissions and fees of more than one counsel for the selling
      Holders. Such underwriting discounts and selling commissions shall be
      borne pro rata by the selling Holders in accordance with the number of
      their Registrable Shares included in such registration.

7.    Indemnification

      (a)   In the event of any registration of any of the Registrable Shares
            under the Securities Act pursuant to this Agreement, then to the
            extent permitted by law the Company shall indemnify and hold
            harmless the seller of such Registrable Shares, each underwriter of
            such Registrable Shares and each other persons, if any, who controls
            such seller or underwriter within the meaning of the Securities Act
            or the Exchange Act against any losses, claims, damages or
            liabilities, joint or several, to which such seller, underwriter or
            controlling person may become subject under the Securities Act, the
            Exchange Act, state securities laws or otherwise, insofar as such
            losses, claims, damages or liabilities (or actions in respect
            thereof) arise out of or are based upon any untrue statement or
            alleged untrue statement of any material fact contained in


                                     - 5 -
<PAGE>

            any Registration Statement under which such Registrable Shares were
            registered under the Securities Act, or any preliminary prospectus
            or final prospectus contained in the Registration Statement, or any
            amendment or supplement to such Registration Statement, or arise out
            of or are based upon the omission or alleged omission to state a
            material fact required to be stated therein or necessary to make the
            statements therein not misleading; and the Company shall reimburse
            such seller, underwriter and each such controlling person for any
            legal or any other expenses reasonably incurred by such seller,
            underwriter or controlling person in connection with investigating
            or defending any such loss, claim, damage, lability or action;
            provided, however, that the Company shall not be liable in any such
            cases to the extent that such loss, claim, damage or liability
            arises out of or is based upon any untrue statement or omission made
            in such Registration Statement, preliminary prospectus or
            prospectus, or any such amendment or supplement, in reliance upon
            and in conformity with information furnished to the Company, in
            writing, by or on behalf of such seller, underwriter or controlling
            person specifically for use in the preparation thereof.

      (b)   In the event of any registration of any of the Registrable Shares
            under the Securities Act pursuant to this Agreement, then to the
            extent permitted by law, each seller of Registrable Shares severally
            and not jointly, shall indemnify and hold harmless the Company, each
            of its directors and officers and each underwriter (if any) and each
            person, if any, who controls the Company or any such underwriter
            within the meaning of the Securities Act or the Exchange Act,
            against any losses, claims, damages or liabilities joint or several,
            to which the Company, such directors and officers, underwriter or
            controlling person may become subject under the Securities Act,
            Exchange Act, state securities laws or otherwise, insofar as such
            losses, claims, damages or liabilities (or actions in respect
            hereof) arise out of or are based upon any untrue statement or
            alleged untrue statement of a material fact contained in any
            Registration Statement under which Registrable Shares were
            registered under the Securities Act, any preliminary prospectus or
            final prospectus contained in the Registration Statement, or any
            amendment or supplement to the Registration Statement, or arise out
            of or are based upon any omission or alleged omission to state a
            material fact required to be stated therein or necessary to make the
            statements therein not misleading, if the statement or omission was
            made in reliance upon and in conformity with information furnished
            in writing to the Company by or on behalf of such seller
            specifically for use in connection with the preparation of such
            Registration Statement, prospectus, amendment or supplement;
            provided, however, that the obligations of such Holder hereunder
            shall be limited to an amount equal to the proceeds to each Holder
            of Registrable Shares sold as contemplated herein.

      (c)   Indemnifications of an underwriter pursuant to this Section 7 shall
            not be interpreted as providing relief of such underwriter from any
            or all of its due diligence obligations. Further, a underwriter
            shall not be entitled to indemnification pursuant to this section in
            the event that it fails to deliver to


                                     - 6 -
<PAGE>

            any selling Holder any preliminary or final or revised prospectus,
            as required by the Rules and Regulations of the Commission. Finally,
            no indemnification shall be provided pursuant to this Section in the
            event that any error in a preliminary prospectus of the Company is
            subsequently corrected in the final prospectus of the Company for a
            particular offering, and such final prospectus is delivered to the
            person seeking indemnity, in the case of a claim made under Section
            7(a), or to all purchasers in the offering by the Company in the
            case of a claim under Section 8(b) prior to the date of purchase of
            the securities.

      Each party entitled to indemnification under this Section 7 (the
      Indemnified Party) shall give notice to the party required to provide
      indemnification (the Indemnifying Party) promptly after such Indemnified
      Party has actual knowledge of any claim as to which indemnity may be
      sought, and shall permit the Indemnifying Party to assume the defense of
      any such claim or any litigation resulting therefrom, provided that
      counsel for the Indemnifying Party, who shall conduct the defense of such
      claim or litigation, shall be approved by the Indemnified Party (whose
      approval shall not be unreasonably withheld or delayed); and, provided,
      further, that the failure of any Indemnified Party to give notice as
      provided herein shall not relieve the Indemnifying Party of its
      obligations under this Agreement. The Indemnified Party may participate in
      such defense at such Indemnified Party's expense, provided, however, that
      the Indemnifying Party shall pay such expense if representation of such
      Indemnified Party by the counsel retained by the Indemnifying Party would
      be inappropriate due to actual or potential differing interest between the
      Indemnified Party and any other party represented by such counsel in such
      proceeding. No Indemnifying Party, in the defense of any such claim or
      litigation shall, except with the consent of each Indemnified Party,
      consent to entry of any judgement or enter into any settlement that does
      not include as an unconditional term thereof the giving of the claimant or
      plaintiff to such Indemnified Party of a release from all liability in
      respect of such claim or litigation, and no Indemnified Party shall
      consent to entry of any judgment or settle such claim or litigation
      without the prior written consent of the Indemnifying Party.

8.    Indemnification with Respect to Underwritten Offering.

      In the event that Registrable Shares are sold pursuant to a Registration
      Statement in an underwritten offering pursuant to Section 3(a), the
      Company agrees to enter into an underwriting agreement containing
      customary representations and warranties with respect to the business and
      operations of an issuer of the securities being registered and customary
      covenants and agreements to be performed by such issuer, including without
      limitation customary provisions with respect to indemnification by the
      Company of the underwriters of such offering.

9.    Stand-Off Agreement

      Each Holder of Registrable Shares, if requested by the Company and an
      underwriter of Common Stock or other securities of the Company, shall
      agree not to sell or


                                     - 7 -
<PAGE>

      otherwise transfer or dispose of any Registrable Shares or other
      securities of the Company held by such Holder for a specified period of
      time (not to exceed 90 days) following the effective date of a
      Registration Statement; provided that:

      (a)   such agreement shall only apply to the first such Registration
            Statement covering Common Stock of the Company to be sold on its
            behalf to the public in an underwritten offering; and

      (b)   all officers and directors of the Company and all Holders of five
            percent (5%) or more of the Company's Common Stock enter into
            similar agreements.

      Such agreement shall be in writing in a form satisfactory to the Company
      and such underwriter.

10.   Information by Holder

      Each Holder of Registrable Shares included in any registration shall
      furnish to the Company such information regarding such Holder and the
      distribution proposed by such Holder as the Company may request in writing
      and as shall be required or advisable in connection with any registration,
      qualification or compliance referred to in this Agreement.

11.   Rule 144 Requirements

      With a view to making available to the Holders the benefits of Rule 144
      promulgated under the Securities Act and any other rule or regulation of
      the Commission that may at any time permit a Holder to sell securities of
      the Company to the public without registration, the Company agrees to use
      its best efforts to:

      (a)   make and keep public information available, as those terms are
            understood and defined in Rule 144 under the Securities Act (at any
            time after it has become subject to the reporting requirements of
            the Exchange Act).

      (b)   file with the Commission in a timely manner all reports and other
            documents required of the Company under the Securities Act and the
            Exchange Act (at any time after it has become subject to such
            reporting requirements); and

      (c)   furnish to any Holder of Registrable Shares upon request a written
            statement by the Company as to its compliance with the reporting
            requirements of said Rule 144 (at any time after 90 days after the
            closing of the first sale of securities by the Company pursuant to a
            Registration Statement), and of the Securities Act and the Exchange
            Act (at any time after it has become subject to such reporting
            requirements), a copy of the most recent annual or quarterly report
            of the Company, and such other reports and documents of the Company
            as such Holder may reasonably request to avail itself of any similar
            rule or regulation of the Commission allowing it to sell any such
            securities without registration.


                                     - 8 -
<PAGE>

12.   Selection of Underwriter

      In the case of any registration effected pursuant to Section 3, the
      Requesting Holders shall have the right to designate the managing
      underwriter, subject to the approval of the Company, which approval may
      not be unreasonably withheld or delayed.

13.   Restrictions on Other Agreements

      The Company will not enter into any other agreement with any party which
      by its terms grants any right relating to the registration of its Common
      Stock superior to or on a parity with the rights granted to the Holders
      pursuant to this Agreement.

14.   Transfer of Rights

      (a)   The rights granted hereunder may be transferred or succeeded to only
            by any (i) other Holder or any general or limited partner, officer
            or other affiliate (within the meaning of Rule 144 under the
            Securities Act) of any Holder, or (ii) any other person or entity
            that holds (including any shares hereafter acquired) at least 5% of
            the Registrable Shares and who is not a competitor of the Company or
            a partner, officer, director, employee or owner of more than 1 % of
            the outstanding securities of any direct or indirect competitor of
            the Company; provided, however, that the Company is given written
            notice by the transferee and identifying the securities with respect
            to which such rights are being assigned.

      (b)   A transferee to whom rights are transferred pursuant to this Section
            14 may not again transfer such rights to any other person or entity,
            other than as provided in paragraph (a) above.

15.   Successors and Assigns

      The provisions of this Schedule shall bind and inure to the benefit of
      respective successors, assigns, heirs, executors, and administrators of
      the parties hereto.


                                     - 9 -