<PAGE>

                          LOAN MODIFICATION AGREEMENT

      This Loan Modification Agreement (this "Loan Modification Agreement") is
entered into as of January 31, 2005, by and between SILICON VALLEY 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 One Newton Executive Park, Suite 200, 2221 Washington Street, Newton,
Massachusetts 02462, doing business under the name "Silicon Valley East"
("Bank") and MOLDFLOW CORPORATION, a Delaware corporation with its chief
executive office located at 430 Boston Post Road, Wayland, Massachusetts 01778
("Borrower").

1.    DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
indebtedness and obligations which may be owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to a loan arrangement dated as of November 13, 2001,
evidenced by, among other documents, a certain Loan Agreement dated as of
November 13, 2001, between Borrower and Bank, as amended by certain Loan
Modification Agreements dated June 11, 2001, June 26, 2001, December 6, 2002,
June 25, 2003, January 15, 2004, November ___, 2004 (as amended, the "Loan
Agreement"). Capitalized terms used but not otherwise defined herein shall have
the same meaning as in the Loan Agreement.

      Hereinafter, the Loan Agreement, together with all other documents
evidencing the Obligations shall be referred to as the "Existing Loan
Documents".

2.    DESCRIPTION OF CHANGE IN TERMS.

      A.    Modifications to Loan Agreement.

            1.    The Loan Agreement shall be amended by deleting the following
                  definition appearing in Section 13.1 thereof:

                        ""MATURITY DATE" means February 2, 2005."

                  and inserting in lieu thereof the following:

                        ""MATURITY DATE" means February 2, 2007."

            2.    The Loan Agreement is amended by deleting the following text
                  appearing in Section 5.2(a) thereof:

                              "(a) Borrower shall deliver to Bank: (i) no later
                        than thirty (30) days after the last day of each
                        quarter, and if there are Advances outstanding then no
                        later than thirty (30) days after the last day of each
                        month, a company prepared consolidated balance sheet and
                        income statement covering Borrower's consolidated
                        operations during the period certified by a Responsible
                        Officer and in a form acceptable to Bank;"

                  and inserting in lieu thereof the following:

                              "(a) Borrower shall deliver to Bank: (i) no later
                        than forty-five (45) days after the last day of each
                        quarter, and if there are Advances outstanding then no
                        later than forty-five (45) days after the last day of
                        each month, a company prepared consolidated balance
                        sheet and income statement covering Borrower's
                        consolidated operations during the period certified by a
                        Responsible Officer and in a form acceptable to Bank;"

            3.    The Loan Agreement shall be amended by deleting the following
                  provision appearing as Section 5.2(b) thereof:

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                              "(b) Borrower shall deliver to Bank a Borrowing
                        Base Certificate signed by a Responsible Officer in the
                        form of EXHIBIT C, with aged listing of accounts
                        receivable (by invoice date): (i) within twenty-five
                        (25) days of the last day of each month in which
                        Advances were outstanding, and (ii) within forty-five
                        (45) days of the last day of each quarter in which
                        Credit Extensions (other than Advances) were
                        outstanding."

                  and inserting in lieu thereof the following:

                              "(b) Borrower shall deliver to Bank a Borrowing
                        Base Certificate signed by a Responsible Officer in the
                        form of EXHIBIT C, with aged listing of accounts
                        receivable (by invoice date): (i) within forty-five (45)
                        days of the last day of each month in which Advances
                        were outstanding, and (ii) within forty-five (45) days
                        of the last day of each quarter."

            4.    The Loan Agreement shall be amended by deleting the following
                  provision appearing as Section 5.2(c) thereof:

                              "(c) Within thirty (30) days after the last day of
                        each quarter, Borrower shall deliver to Bank with the
                        quarterly financial statements a Compliance Certificate
                        signed by a Responsible Officer in the form of EXHIBIT
                        C."

                  and inserting in lieu thereof the following:

                              "(c) (i) within forty-five (45) days of the last
                        day of each month in which Advances were outstanding,
                        and (ii) within forty-five (45) days of the last day of
                        each quarter, Borrower shall deliver to Bank a
                        Compliance Certificate signed by a Responsible Officer
                        in the form of EXHIBIT C."

            5.    The Loan Agreement shall be amended by deleting the following
                  provision appearing in Section 5.3 entitled "Inventory;
                  Return":

                              "5.3 INVENTORY; RETURNS. Returns and allowances
                        between Borrower and its account debtors shall follow
                        Borrower's customary practices as they exist at the
                        Closing Date. Borrower must promptly notify Bank of all
                        returns, recoveries, disputes and claims that involve
                        more than One Hundred Thousand Dollars ($100,000.00)."

                  and inserting in lieu thereof the following:

                              "5.3 INVENTORY; RETURNS. Returns and allowances
                        between Borrower and its account debtors shall follow
                        Borrower's customary practices as they exist at the
                        Closing Date. Borrower must promptly notify Bank of all
                        returns, recoveries, disputes and claims that involve
                        more than Three Hundred Thousand Dollars ($300,000.00)."

            6.    The Loan Agreement shall be amended by deleting the following
                  provision appearing as Section 6.3 entitled "Mergers or
                  Acquisitions":

                              "6.3 MERGERS OR ACQUISITIONS. Merge or
                        consolidate, or permit any of its Subsidiaries to merge
                        or consolidate, with any other Person, or acquire, or
                        permit any of its Subsidiaries to acquire, all or
                        substantially all of the capital stock or property of
                        another Person other than (i) mergers, consolidations,
                        capital contributions, acquisitions, or other like
                        transactions

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                        between Parent and any Subsidiary or between
                        Subsidiaries, (ii) acquisitions by Borrower of all or
                        substantially all of the capital stock or property of
                        another Person (each instance of the above defined as a
                        "Transaction"); provided, however, that (A) each
                        Transaction does not decrease Borrower's cash and cash
                        equivalents by more than Fourteen Million Dollars
                        ($14,000,000.00); (B) the aggregate Transactions in any
                        fiscal year do not decrease Borrower's cash and cash
                        equivalents by more than Twenty Million Dollars
                        ($20,000,000.00); (C) each Transaction will not result,
                        whether solely as a result of the passage of time, or
                        otherwise, in the occurrence of an Event of Default; and
                        (D) Borrower is the surviving entity."

                  and inserting in lieu thereof the following:

                              "6.3 MERGERS OR ACQUISITIONS. Merge or
                        consolidate, or permit any of its Subsidiaries to merge
                        or consolidate, with any other Person, or acquire, or
                        permit any of its Subsidiaries to acquire, all or
                        substantially all of the capital stock or property of
                        another Person other than (i) mergers, consolidations,
                        capital contributions, acquisitions, or other like
                        transactions between Parent and any Subsidiary or
                        between Subsidiaries, (ii) acquisitions by Borrower of
                        all or substantially all of the capital stock or
                        property of another Person (each instance of the above
                        defined as a "Transaction"); provided, however, that (A)
                        the aggregate Transactions in any fiscal year do not
                        decrease Borrower's cash and cash equivalents by more
                        than Twenty Million Dollars ($20,000,000.00); (B) each
                        Transaction will not result, whether solely as a result
                        of the passage of time, or otherwise, in the occurrence
                        of an Event of Default; and (C) Borrower, or its
                        Subsidiary, is the surviving entity (provided, however,
                        that in the event Borrower's Subsidiary is the surviving
                        entity, at Bank's option, such Subsidiary shall assume
                        all obligations under this Agreement pursuant to
                        documentation acceptable to Bank, in Bank's sole
                        discretion, prior to, or simultaneous with, the closing
                        of such Transaction)."

            7.    The Loan Agreement shall be amended by deleting the following
                  provision appearing as Section 6.2 entitled "Changes in
                  Business, Management or Business Locations":

                              "6.2 CHANGES IN BUSINESS, MANAGEMENT OR BUSINESS
                        LOCATIONS. Engage in or permit any of its Subsidiaries
                        to engage in any business other than the businesses
                        currently engaged in by Borrower or have a material
                        change in the management of the Borrower."

                  and inserting in lieu thereof the following:

                              "6.2 CHANGES IN BUSINESS, MANAGEMENT OR BUSINESS
                        LOCATIONS. Engage in or permit any of its Subsidiaries
                        to engage in any business other than the businesses
                        currently engaged in by Borrower or have a material
                        change in the management of the Borrower. Borrower's
                        providing of software, systems and other services for
                        purposes unrelated to plastics does not represent a
                        change of business."

            8.    The Compliance Certificate appearing as EXHIBIT C to the Loan
                  Agreement is hereby replaced with the Compliance Certificate
                  attached as EXHIBIT A hereto.

3. FEES. Borrower shall pay to Bank a modification fee equal to Twenty-Five
Thousand Dollars ($25,000.00), which fee shall be due on the date hereof and
payable as follows: (i) Twelve Thousand Five Hundred Dollars ($12,500.00) upon
the execution of this Loan Modification Agreement, and (ii) Twelve Thousand Five
Hundred Dollars ($12,500.00) on the sooner to occur of (x) an Event of Default,
(y) the early termination of Loan

<PAGE>

Agreement, or January 31, 2006. The Borrower shall also reimburse Bank for all
legal fees and expenses incurred in connection with this amendment to the
Existing Loan Documents.

4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.

5. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of the Existing Loan Documents, and confirms
that the indebtedness includes, without limitation, the Obligations.

6. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with
respect to the Obligations, or otherwise, and that if Borrower now has, or ever
did have, any offsets, defenses, claims, or counterclaims against Bank, whether
known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.

7. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Obligations, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Loan Modification Agreement, the terms of
the Existing Loan Documents remain unchanged and in full force and effect.
Bank's agreement to modifications to the existing Obligations pursuant to this
Loan Modification Agreement in no way shall obligate Bank to make any future
modifications to the Obligations. Nothing in this Loan Modification Agreement
shall constitute a satisfaction of the Obligations. It is the intention of Bank
and Borrower to retain as liable parties all makers of Existing Loan Documents,
unless the party is expressly released by Bank in writing. No maker will be
released by virtue of this Loan Modification Agreement.

8. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective
only when it shall have been executed by Borrower and Bank .

            [The remainder of this page is intentionally left blank]

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      This Loan Modification Agreement is executed as a sealed instrument under
the laws of the Commonwealth of Massachusetts as of the date first written
above.

BORROWER:                              BANK:

MOLDFLOW CORPORATION                   SILICON VALLEY BANK

By: /s/ A. Rolard Thomas               By: /s/
------------------------               -----------------------------------------

Name:  A. Rolard Thomas                Name: ___________________________________
------------------------
Title: President                       Title: __________________________________
------------------------
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                                    EXHIBIT A

                             COMPLIANCE CERTIFICATE

TO:   SILICON VALLEY BANK

FROM: MOLDFLOW CORPORATION

      The undersigned authorized officer of Moldflow Corporation certifies that
under the terms and conditions of the Loan Agreement between Borrower and 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 in the Agreement are true and correct in all
material respects on this date. Attached are the required documents supporting
the certification. The Officer certifies that these are prepared in accordance
with Generally Accepted Accounting Principles (GAAP) consistently applied from
one period to the next except as explained in an accompanying letter or
footnotes. The Officer acknowledges that no borrowings may be requested at any
time or date of determination that Borrower is not in compliance with any of the
terms of the Agreement, and that 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>
Interim financial statements with CC  Quarterly within 45 days*  Yes   No
Annual (CPA Audited)                  FYE within 120 days        Yes   No
BBC with A/R  Agings                  Quarterly within 45 days*  Yes   No
</TABLE>

*Monthly w/in 45 days if Advances outstanding.

<TABLE>
<CAPTION>
       FINANCIAL COVENANT           REQUIRED        ACTUAL    COMPLIES
<S>                              <C>             <C>          <C>
Maintain on a Quarterly  Basis:
Minimum Liquidity                $30,000,000.00  $__________  Yes   No

Maximum Net Loss:                *               $__________  Yes   No
</TABLE>

*(i)  ($500,000.00) for the Borrower's fiscal quarter ending 12/27/03 and for
      each quarter thereafter.

      COMMENTS REGARDING EXCEPTIONS: See Attached.        BANK USE ONLY

      Sincerely,                                    RECEIVED       BY:__________
      _______________________      Date:_______     DATE:_______________________
      SIGNATURE                                     REVIEWED       BY:__________
      _______________________                       COMPLIANCE STATUS: YES / NO
      TITLE