<Page>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-KSB/A

                                 AMENDMENT NO. 1

/X/      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934.
For the fiscal year ended December 31, 2001
                          -----------------

                                       OR

/ /      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

For the transition period from                to              .
                               -------------     -------------

                        Commission File Number: 0-288-42

                                 PLANETCAD INC.
                                 --------------

                 (Name of Small Business Issuer in Its Charter)

                       DELAWARE                               84-1035353
                       --------                               ----------
           (State or Other Jurisdiction of                (I.R.S.  Employer
            Incorporation or Organization)                Identification No.)

    2520 55TH STREET, SUITE 200, BOULDER, COLORADO               80301
    ----------------------------------------------               -----
      (Address of Principal Executive Offices)                (Zip Code)

                                 (303) 209-9100
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

           Securities registered pursuant to Section 12(b) of the Act:

         TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED
         -------------------           -----------------------------------------
   Common Stock, $.01 Par Value                American Stock Exchange
  Series A Junior Participating                American Stock Exchange
 Preferred Stock Purchase Rights
--------------------------------------------------------------------------------

        Securities registered pursuant to Section 12(g) of the Act: NONE

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the
past 90 days. Yes /X/ No / /

     Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.__

     The issuer's revenue for its most recently completed fiscal year was
$1,801,000.

     The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the closing sales price per share as
reported on the American Stock Exchange on March 14, 2002 was $1,587,000.*

     The number of shares of common stock outstanding on March 31, 2002 was
12,443,545.

     Transitional Small Business Disclosure Format.  Yes / /  No /X/

                       DOCUMENTS INCORPORATED BY REFERENCE
     No documents are incorporated by reference into this Amendment to the
Annual Report on Form 10-KSB.


*    Excludes 4,508,520 shares of common stock based upon the assumption that
     directors, executive officers and stockholders whose beneficial ownership
     exceeds five percent of the shares outstanding are affiliates. This
     assumption should not be construed to indicate that any such person
     possesses the power, direct or indirect, to direct or cause the direction
     of the management or policies of the issuer, or that such person is
     controlled by or under common control with the issuer.
<Page>

EXPLANATORY NOTE

         This Form 10-KSB/A is being filed solely to include the information set
forth in Part III of this Report, which was omitted from the original Form
10-KSB in accordance with applicable rules and regulations.

                                    PART III

Item 9.         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

          The names of the members of the board of directors and certain
information about them are set forth below. Each director was elected to serve
until the next annual meeting of the stockholders and his successor is elected
and duly qualified, or until his earlier resignation, death or removal.

<Table>
<Caption>
NAME                              AGE       POSITION HELD WITH PLANETCAD
----                              ---       ----------------------------
<S>                               <C>      <C>
David W. Hushbeck............     45        President, Chief Executive Officer and Director
Eugene J. Fischer (1)........     55        Chairman of the Board of Directors
Philip E. Barak (1) (2)......     50        Director
James A. Fanella.............     44        Director
H. Robert Gill (1) (2).......     65        Director
</Table>

----------------------------
(1)   Member of the Compensation Committee
(2)   Member of the Audit Committee

          There are no family relationships among any of the directors,
executive officers, or persons nominated or chosen by us to become our directors
or executive officers.

          DAVID W. HUSHBECK has served as our President and Chief Executive
Officer since January 2002 and as a director since February 2002. From May 2001
until December 2001, Mr. Hushbeck served as Vice President and General Manager
of our supply chain solutions business unit. From June 2000 to April 2001, Mr.
Hushbeck served as Chief Operating Officer of Castalink.com, a supply chain
solution software provider originally responsible for creating the technology
that we acquired in June 2001. Before joining Castalink, Mr. Hushbeck served in
various positions at Hewlett Packard over a period of 11 years, including as
Worldwide Supply Chain Manager for Hewlett Packard's Imaging and Printing
Systems unit. Mr. Hushbeck holds a B.S. in Industrial Engineering from
California State Polytechnic University.

          EUGENE J. FISCHER has served as a director since March 2000. Mr.
Fischer co-founded Capstone Management LLC, a venture capital firm, in July
1996, and is an executive officer in Capstone's affiliated entities. His
investment experience includes Internet, software, health care service and other
technology-enabled service companies. Mr. Fischer began his venture capital
career in October 1983 with Technology Funding and opened Pathfinder Ventures
Inc.'s West Coast office in 1988. Prior to 1983 he was the head of Bank of
America's Sunnyvale Corporate Banking Group, managing a $250 million loan
portfolio with clients ranging from venture-backed start-ups to Apple Computer,
as well as several venture capital funds. Mr. Fischer holds a B.S. from the
University of Minnesota and an M.S. from the University of California, Davis.

          PHILIP E. BARAK has served as a director since October 1994. Mr. Barak
joined Nazem & Company in July 1983 as Chief Financial Officer. Mr. Barak has
served as a director of various public and privately held companies. Mr. Barak
holds a B.S. in Accounting from Rider University and is a Certified Public
Accountant.

          JAMES A. FANELLA has served as a director since October 2001. Mr.
Fanella is currently Senior Vice


                                       2
<Page>

President, Enterprise Solutions at Yahoo!, a position he has held since August
2001. From September 2000 until July 2001, Mr. Fanella served as a group
president and general manager of global services at CommerceOne. From November
1999 until September 2000, he served as a group president at AppNet, Inc., which
was acquired by CommerceOne. Prior to his experience at AppNet, Mr. Fanella was
a managing principal at the Unisys Corporation.

          H. ROBERT GILL has served as a director since December 1996. Mr. Gill
is currently serving a second term as President of the Topaz Group, a provider
of board consulting services, a position he has held since August 2001. Between
May 1997 and July 2001, Mr. Gill was President, Chairman of the board of
directors and Chief Executive Officer of MobileForce Technologies, Inc., a
company which provides systems for managing vehicle fleets. Between April 1996
and May 1997, Mr. Gill served as President of the Topaz Group. Before joining
the Topaz Group, Mr. Gill served as Senior Vice President and President,
Enhanced Products Group of Frontier Corporation following its merger with ALC
Communications Corporation in December 1995. From January 1989 until December
1995, Mr. Gill served as President and Chief Executive Officer of ConferTech
International. Mr. Gill is currently a director of QualMark Corporation (Nasdaq
SmallCap: QMRK) and Universal Access Global Holdings, Inc. (Nasdaq: UAXS). Mr.
Gill holds a B.E.E. from Indiana Institute of Technology, an M.S.E.E. from
Purdue University and an M.B.A. from Pepperdine University.

         The executive officers of PlanetCAD are as follows:

<Table>
<Caption>
NAME                                          AGE            POSITION HELD WITH PLANETCAD
----                                          ---            ----------------------------
<S>                                         <C>            <C>
David W. Hushbeck (1)                         45             President and Chief Executive Officer
Joy M. Godesiabois                            46             Chief Financial Officer, Vice President and Secretary
----------------------------
</Table>
(1)   The biography of Mr. Hushbeck is set forth above.

          JOY M. GODESIABOIS has served as our Chief Financial Officer, Vice
President and Secretary since May 2001. From November 1999 to April 2001, Ms.
Godesiabois served as Chief Financial Officer of Vroom Technologies, Inc., a
Denver, Colorado-based provider of sales and marketing effectiveness solutions
for the telecommunications industry. In May 2001, subsequent to Ms. Godesiabois'
departure, Vroom Technologies filed a petition for Chapter 11 bankruptcy in the
United States Bankruptcy Court for the District of Colorado (In re: Vroom
Technologies, Inc. Case No. 01-16685 ABC Chapter 7). From September 1997 to July
1999, Ms. Godesiabois served as Chief Financial Officer of Rodeer Systems, Inc.,
a provider of outsourced medical transcription services to hospitals and other
healthcare providers. From March 1990 to August 1997, Ms. Godesiabois served in
various financial related positions with Intergraph Corporation, a worldwide
provider of technical solutions, systems integration, and services to various
industries. Ms. Godesiabois holds a B.S. in Business Administration from
Colorado State University and a Masters in Business Administration from Southern
Methodist University.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who own more than 10% of a registered class of our equity
securities, to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of our common stock and other
equity securities. Executive officers, directors and holders of greater than ten
percent of our common stock are required by regulations of the Securities and
Exchange Commission to furnish us with copies of all Section 16(a) reports they
file.

         To our knowledge, based solely upon a review of the copies of such
reports furnished to us and written representations that no other reports were
required to be filed during the fiscal year ended December 31, 2001, all of our
executive officers, directors and holders of greater than 10% of our common
stock complied with the applicable filing requirements of Section 16(a), except
that Mr. Chuck Bay, a former non-employee director, failed to file a Form 5.


                                       3
<Page>

Item 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following table sets forth, for the fiscal years indicated, certain
compensation awarded or paid to, or earned by, the person who served as our
Chief Executive Officer during the fiscal year 2001, our only other executive
officer as of December 31, 2001, and one former executive officer who would have
been disclosed had he been an executive officer at the end of the fiscal year
2001.

<Table>
<Caption>

                                                                                         LONG-TERM
                                                                                       COMPENSATION
                                                                                          AWARDS
                                                       ANNUAL COMPENSATION(1)           SECURITIES
         NAME AND PRINCIPAL                            ----------------------           UNDERLYING           ALL OTHER
              POSITION                    YEAR       SALARY ($)       BONUS ($)       OPTIONS (#)(2)       COMPENSATION ($)
     ---------------------------          ----       ----------       ---------       --------------       ----------------
<S>                                     <C>          <C>              <C>            <C>                 <C>
Jim Bracking (3)....................      2001         $225,000         $   476                --         $       300(10)
  President, Chief Executive Officer      2000            9,375(4)           --           400,000                  --
  and Secretary                           1999               --              --                --                  --

Joy M. Godesiabois (5)..............      2001          103,077(6)           --           125,000                  --
  Chief Financial Officer, Vice           2000               --              --                --                  --
  President and Secretary                 1999               --              --                --                  --

Richard M. Sowar (7)................      2001          161,538(8)           --            50,000             235,288(9)
  Vice President, Engineering and         2000          178,187          62,500                --                 535(10)
  Chief Technology Officer                1999          150,000          13,125                --                 240(10)
</Table>

----------------------------
(1)  Columns of this table related to compensation in connection with restricted
     stock and long-term incentive plans have been deliberately omitted because
     we have not made any grants with respect to such plans.

(2)  Options are stock options granted under our equity incentive plans.

(3)  Mr. Bracking's employment as our President and Chief Executive Officer
     terminated effective January 2002.

(4)  Amount paid was based on an annual salary of $225,000.

(5)  Ms. Godesiabois was appointed Chief Financial Officer, Vice President and
     Secretary in May 2001.

(6)  Amount paid was based on an annual salary of $160,000.

(7)  Mr. Sowar's employment as our Vice President, Engineering and Chief
     Technology Officer terminated effective October 1, 2001.

(8)  Amount paid was based on an annual salary of $200,000 and includes the
     value of accrued and unused vacation time.

(9)  Includes a $200,000 severance payment and the amount of a loan payable to
     us that we forgave, both under the terms of a separation and release
     agreement entered into with Mr. Sowar in October 2001 and a $600 matching
     payment made by us to his account under our 401(k) plan.

(10) Represents matching payments made by us to the individual's account under
     our 401(k) plan.

OPTION GRANTS IN LAST FISCAL YEAR

         The following table sets forth certain information regarding options
granted during the fiscal year ended December 31, 2001 to each of the executive
officers named in the summary compensation table.


                                       4
<Page>

<Table>
<Caption>
                                       NUMBER OF          PERCENT OF
                                         SHARES         TOTAL OPTIONS
                                       UNDERLYING         GRANTED TO
                                        OPTIONS          EMPLOYEES IN      EXERCISE PRICE         EXPIRATION
NAME                                    GRANTED           2001(%)(1)         ($/SHARE)(2)           DATE
--------                                -------       ------------------  -----------------      ------------
<S>                                     <C>           <C>                 <C>                   <C>
Jim Bracking                             --                   --                  --               --
Joy M. Godesiabois                       125,000 (3)          9.2%                0.61             May 2011
Richard M. Sowar                          50,000 (4)          3.7%                0.59             April 2011
</Table>
----------------------------
(1)   Based on 1,357,511 options granted in fiscal year 2001.

(2)   The exercise price per share of options granted was equal to the fair
      market value of the common stock on the date of grant.

(3)   Under the terms of the original grant to Ms. Godesiabois, 31,250 of the
      shares underlying her option will become exercisable in May 2002. The
      remaining shares will vest and become exercisable at the rate of 1/48th of
      the total grant per month for the three years following May 2002. Ms.
      Godesiabois' change in control agreement contains additional terms related
      to the exercisability of her option. Her change in control agreement is
      described below under the heading "Employment Contracts and Termination of
      Employment Agreements."

(4)   Under the terms of the original grant to Mr. Sowar, 12,500 of the shares
      underlying his option would have become exercisable in April 2002. The
      remaining shares would have vested and become exercisable in equal
      installments at the end of each calendar quarter for the three years
      following April 2002. Ms. Sowar's separation and release agreement
      contains additional terms related to the exercisability of his option. His
      separation and release agreement is summarized below under the heading
      "Employment Contracts and Termination of Employment Agreements."

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

         The following table sets forth information with respect to (i) the
exercise of stock options by the executive officers named in the summary
compensation table above during the fiscal year ended December 31, 2001, (ii)
the number of securities underlying unexercised options held by such named
executive officers as of December 31, 2001, and (iii) the value of unexercised
in-the-money options (that is, options for which the fair market value of the
common stock at December 31, 2001 exceeded the exercise price) as of December
31, 2001.

<Table>
<Caption>
                                                                        NUMBER OF SECURITIES UNDERLYING
                                                                            UNEXERCISED OPTIONS AT
                                 SHARES                                      FISCAL YEAR-END (1) (2)
                               ACQUIRED ON           VALUE             ----------------------------------
NAME                            EXERCISE            REALIZED           EXERCISABLE          UNEXERCISABLE
----                            --------            --------           -----------          -------------
<S>                          <C>                  <C>                 <C>                <C>
Jim Bracking                        --                 --                 100,000            300,000
Joy M. Godesiabois                  --                 --                  --                125,000
Richard M. Sowar                    --                 --                 230,833             --
</Table>

----------------------------
(1)   None of the named executive officers held unexercised in-the-money options
      at fiscal year end, whether exercisable or unexercisable, based on the
      $0.18 price of our common stock as reported on the American Stock Exchange
      as of December 31, 2001, the last trading day of fiscal year 2001.

(2)   For purposes of this table, valuation is based on vested options for each
      named executive officer. Certain options granted to such individuals
      include early exercise provisions, the value of which is not included in
      this table.


                                       5
<Page>

COMPENSATION OF DIRECTORS

         Each of our directors is entitled to be reimbursed for reasonable
out-of-pocket expenses incurred in connection with attendance at each meeting of
the board. Additionally, each of our non-employee directors receives $1,000
compensation for each regular or special meeting of the board at which he is in
attendance and $500 compensation for each committee meeting of the board at
which he is in attendance. In months requiring multiple board meetings,
directors have accepted a $1,000 monthly stipend covering all board meetings
during a month in lieu of the $1,000 fee per meeting.

         Each of our non-employee directors also receives stock option grants
pursuant to the 1996 Non-Employee Directors' Stock Option Plan. Only directors
who are not otherwise our employees or affiliates are eligible to receive such
options. Each non-employee director is automatically granted a non-discretionary
option to purchase 15,000 shares of our common stock on the date such
non-employee director is elected to the board. Additionally, on the date of each
annual meeting of our stockholders subsequent to election, each non-employee
director who has been a non-employee director continuously for the preceding
year is automatically granted an option to purchase 7,500 shares of our common
stock. Each other non-employee director is automatically granted an option to
purchase a number of shares of our common stock equal to 7,500 multiplied by a
fraction, the numerator of which is the number of days served as a non-employee
director and the denominator of which is 365. The exercise price of options
granted to non-employee directors is the fair market value of the common stock
on the date of grant. Options granted pursuant to the plan vest in four equal
annual installments beginning one year from the date of grant and are
immediately exercisable, subject to repurchase by us prior to the vesting of
such shares upon the optionee's cessation of service with us.

         We entered into arrangement with James A. Fanella, one of our
non-employee directors, upon his election to the board of directors. Under the
arrangement, we granted to Mr. Fanella an option to purchase 40,000 shares of
our common stock in addition to the non-discretionary option grant to purchase
15,000 shares of our common stock. The additional option to purchase 40,000
shares of our common stock vests in full in October 2008. However, the vesting
of the additional option may be accelerated based on the achievement of certain
performance goals.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AGREEMENTS

         We entered into a separation and release agreement with Mr. Sowar that
was made effective as of October 1, 2001. Under the terms of the agreement, we
paid Mr. Sowar for all accrued and unused vacation through October 1, 2001 and a
lump sum payment of $200,000. In addition, we agreed to pay the premium cost of
continuing Mr. Sowar's medical, vision and dental benefits through September 30,
2002, or until Mr. Sowar becomes eligible for coverage under another plan. As
part of the agreement, we amended the terms of Mr. Sowar's stock option grants
to provide that all of Mr. Sowar's options would become fully exercisable on
October 8, 2001 and remain exercisable until October 1, 2006. We also forgave
the principal and interest on a loan payable to us in the amount of $34,688. The
lump sum payment, continuation of insurance benefits, option provisions and
forgiveness of the loan were all conditioned on Mr. Sowar not exercising has
right to revoke the agreement. Mr. Sowar agreed to provide consulting services
to us for a period of six months and not to compete with us during that time.
Finally, we entered into with Mr. Sowar a mutual release and waiver of any
current or future claims that one of us may have against the other.

         We entered into change in control agreements with Mr. Hushbeck and Ms.
Godesiabois effective November 2001. The agreements expire by their terms in
November 2002, unless our board of directors exercises its right to extend the
terms for an additional year. The agreements provide that if Mr. Hushbeck and
Ms. Godesiabois' employment is continued during the one-year period after a
change in control or threatened change in control, their employment must be
continued on terms that are at least as favorable as the terms of their
employment prior to the change in control or threatened change in control. If
their employment is not continued for the entire one-year period following a
change in control or threatened change in control, Mr. Hushbeck and Ms.
Godesiabois could become entitled to receive as severance payment all accrued
and unused vacation time, continuation of their medical, vision and dental
benefits for a period of six months, or until they become eligible for coverage
under another plan, lump-sum payments equal to four months of their respective
salary rate in effect at that time, accelerated vesting of their then
outstanding options and an extension to 30 months of the period during which
they can exercise certain of their


                                       6
<Page>

options. Mr. Hushbeck and Ms. Godesiabois only become entitled to receive the
severance if their employment is terminated without cause or if they resign for
good reason. In exchange for the foregoing accommodations, Mr. Hushbeck and Ms.
Godesiabois agreed not to compete with us or otherwise interfere with our
business for a period of one year following the termination of their employment
with us for any reason.

         We also entered into a change in control agreement with Mr. Bracking
effective November 2001. Mr. Bracking's change in control agreement was
superseded by a separation and release agreement that we entered into with Mr.
Bracking when his employment with us terminated in January 2002. Mr. Bracking's
change in control agreement provided that if Mr. Bracking's employment was
continued during the one-year period after a change in control or threatened
change in control, his employment would be continued on terms that were at least
as favorable as the terms of his employment prior to the change in control or
threatened change in control. His agreement further provided that if his
employment was not continued for the entire one-year period following a change
in control or threatened change in control, Mr. Bracking could become entitled
to receive as severance payment all accrued and unused vacation time,
continuation of his medical, vision and dental benefits for a period of twelve
months, or until he became eligible for coverage under another plan, lump-sum
payments equal to six months of his respective salary rate in effect at that
time, accelerated vesting of his then outstanding options and an extension to 36
months of the period during which he could exercise certain of his options. Mr.
Bracking only was entitled to receive the severance if his employment was
terminated without cause or if he resigned for good reason. In exchange for the
foregoing accommodations, Mr. Bracking agreed not to compete with us or
otherwise interfere with our business for a period of one year following the
termination of his employment with us for any reason.

         We entered into a separation and release agreement with Mr. Bracking
that was made effective as of January 25, 2002. Under the terms of the
agreement, we paid Mr. Bracking for all accrued and unused vacation through
January 25, 2002 and severance payments totaling $65,625. We paid one-half of
the total severance amount in a lump-sum payment and the other half in seven
semimonthly installments. In addition, we agreed to pay the premium cost of
continuing Mr. Bracking's medical, vision and dental benefits through July 31,
2002. As part of the agreement, we agreed that his option under his incentive
option agreement dated December 14, 2000 would remain exercisable until January
25, 2003. Mr. Bracking agreed not to compete with us for a period of six months
from the effective date of the agreement. Finally, we entered into with Mr.
Bracking a mutual release and waiver of any current or future claims that one of
us may have against the other.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

     The following table sets forth certain information regarding the ownership
of our common stock as of March 31, 2002 by (i) each director, (ii) each of the
executive officers named in the summary compensation table, (iii) all of such
named executive officers and directors as a group, and (iv) all those known by
us to be beneficial owners of more than five percent of our common stock.

<Table>
<Caption>                                                                      BENEFICIAL OWNERSHIP(1)
NAME AND ADDRESS OF                                                   -----------------------------------------
BENEFICIAL OWNER                                                      NUMBER OF SHARES      PERCENT OF TOTAL(2)
-------------------                                                   ----------------      -------------------
<S>                                                                   <C>                       <C>
PCD Investments, LLC (3)....................................              1,863,809                 14.98%
  1871 Folsom Street, Suite 106
  Boulder, CO 80302
Dassault Systemes Corp. (4).................................              1,004,831                 7.96%
  9 Quai Marcel Dassault
  BP 310
  2150 Suresnes Cedex, France
New York Life Insurance Company.............................                918,871                 7.38%
  51 Madison Avenue, Room 206
  New York, New York 10010
Eugene J. Fischer (5).......................................                902,017                 7.01%
  3000 Sand Hill Road
  Building 1, Suite 290
  Menlo Park, CA 94025


                                        7
<Page>

Capstone Ventures SBIC, L.P. (6)............................                874,482                 6.81%
  3000 Sand Hill Road
  Building 1, Suite 290
  Menlo Park, CA 94025
The Roser Partnership III, SBIC, L.P. (7)...................                673,914                 5.30%
  1105 Spruce Street
  Boulder, CO 80302
Richard M. Sowar (8)........................................                451,968                 3.57%
Jim Bracking (9)............................................                125,000                    *
Philip E. Barak (10)........................................                 66,059                    *
H. Robert Gill (11).........................................                 48,000                    *
Joy M. Godesiabois (12).....................................                 31,250                    *
James A. Fanella (13).......................................                 15,000                    *
David W. Hushbeck...........................................                      0                    *
All executive officers and directors as a group
(eight persons) (14)........................................              1,639,294                12.26%
</Table>
----------------------------
* Less than one percent.

(1)   Beneficial ownership is determined in accordance with the rules of the
      Securities and Exchange Commission and generally includes voting or
      investment power with respect to securities. Shares of our common stock
      subject to options and warrants currently exercisable within 60 days of
      March 31, 2002, are deemed outstanding for purposes of computing the
      percentage of the person or entity holding such securities but are not
      deemed outstanding for purposes of computing the percentage of any other
      person or entity. Except as indicated by footnote, and subject to
      community property laws where applicable, the persons named in the table
      above have sole voting and investment power with respect to all shares of
      common stock shown as beneficially owned by them.

(2)   Percentage of ownership is based on 12,443,545 shares of common stock
      outstanding as of March 31, 2002.

(3)   PCD Investments, LLC, Eric A. Weissmann and Gary M. Jacobs have together
      filed a Schedule 13D pursuant to which they report sole or shared voting
      and investment power over an aggregate of 1,863,809 shares owned as of
      March 19, 2002.

(4)   Includes 173,913 shares of common stock issuable upon exercise of
      outstanding warrants.

(5)   Includes 27,535 shares subject to stock options that are exercisable
      within 60 days of March 31, 2002, 481,884 shares held of record by
      Capstone Ventures SBIC, L.P. and 392,598 shares of common stock issuable
      upon exercise of outstanding warrants held by Capstone. Mr. Fischer is the
      president of the general partner of Capstone. Mr. Fischer shares voting
      and dispositive power with respect to the shares held by Capstone with
      Barbara L. Santry.

(6)   Includes 392,598 shares of common stock issuable upon exercise of
      outstanding warrants.

(7)   Includes 260,870 shares of common stock issuable upon exercise of
      outstanding warrants.

(8)   Includes 230,833 shares subject to stock options that are exercisable
      within 60 days of March 31, 2002 and 33,332 shares of common stock held in
      custodian accounts for the benefit of his children. Mr. Sowar disclaims
      beneficial ownership of the 33,332 shares of common stock held in
      custodian accounts for the benefit of his children.

(9)   Includes 125,000 shares subject to stock options that are exercisable
      within 60 days of March 31, 2002.

(10)  Includes 52,500 shares subject to stock options that are exercisable
      within 60 days of March 31, 2002.


                                       8
<Page>

(11)  Includes 48,000 shares subject to stock options that are exercisable
      within 60 days of March 31, 2002.

(12)  Includes 31,250 shares subject to stock options that are exercisable
      within 60 days of March 31, 2002.

(13)  Includes 15,000 shares subject to stock options that are exercisable
      within 60 days of March 31, 2002.

(14)  Includes an aggregate of 922,716 shares subject to warrants and stock
      options that are exercisable within 60 days of March 31, 2002.


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The following is a brief description of the transactions entered into
during the last two years between us and the related parties identified below.

COMPENSATION OF OUR NEW PRESIDENT AND CEO

         Mr. Hushbeck was appointed as our President and Chief Executive Officer
in January 2002 and has served as a director since February 2002. For the fiscal
year 2002, we have agreed to pay Mr. Hushbeck a salary of $200,000. In February
2002, we granted Mr. Hushbeck an option to purchase 175,000 shares of our common
stock at $0.19 per share. Subject to the terms of his change in control
agreement described above, the option granted in 2002 will vest and become
exercisable as to 25% of the underlying shares of common stock in February 2003.
The remaining shares will vest and become exercisable in equal installments at
the end of each calendar quarter for the three years following February 2003.

ISSUANCE OF WARRANTS TO 5% STOCKHOLDER AND DIRECTOR'S AFFILIATE

         Under the terms of an asset purchase agreement dated June 1, 2001, we
purchased certain supply chain solution software and related assets from
Capstone Ventures and AI Research Corporation. As consideration for the
purchased assets, we paid Capstone Ventures and AI Research Corporation a total
of $200,000 and issued them warrants to purchase up to 125,000 shares of our
common stock for $1.00 per share. Of that consideration, we issued warrants to
purchase 88,250 shares of common stock to Capstone Ventures and paid them
$76,130. Capstone Ventures holds shares of our common stock equal to more than
5% of our total outstanding common stock, and Mr. Fischer, our chairman of the
board, is the president of the general partner of Capstone Ventures. The
warrants expire on June 1, 2004. Capstone Ventures and AI Research acquired the
assets on March 12, 2001 when they foreclosed on secured promissory notes issued
by Castalink that were in default. In total, Capstone Ventures invested more
than $2,000,000 in Castalink through various debt and equity financings.

COMPONENT SOFTWARE DIVISION DISPOSITION

         On November 14, 2000, we sold our component software division to a
subsidiary of Dassault Systemes Corp., which owns more than 5% of our common
stock, for approximately $24.5 million. The sale was effected pursuant to a
purchase agreement dated July 4, 2000, as amended September 2, 2000, among us,
Spatial Components, LLC, and Dassault, pursuant to which we formed Spatial
Components as a wholly owned subsidiary and capitalized it with all of the
assets and certain of the liabilities of our component software division. At the
closing of the sale, we transferred all of the membership interests in Spatial
Components to Spatial Corp., a wholly owned subsidiary of Dassault and the
assignee of Dassault under the purchase agreement. Upon the completion of the
transfer, Dassault, through its wholly owned subsidiary Spatial Corp., became
the sole owner of Spatial Components and, therefore, the component software
division.


                                       9
<Page>

INTELLECTUAL PROPERTY AGREEMENTS ENTERED INTO WITH DASSAULT

         As part of the sale of our component software division, we obtained
licenses from Dassault for the right to use certain Dassault software and other
intellectual property, and, in exchange, we licensed to Dassault the right to
use software that we did not sell to Dassault. In order to define our
relationship with Dassault, we entered into the intellectual property agreements
described below. Each of the following intellectual property agreements
represents a direct relationship, or indirect relationship through a wholly
owned subsidiary of Dassault, between the parties identified. Under the terms of
a settlement agreement with Dassault dated on or about December 19, 2001, all of
the following agreements, except the IntraVision license agreement, were
terminated. The IntraVision agreement remains in effect under its original
terms.

Cross-License Agreement

         Under the Cross-License Agreement, Dassault granted us a perpetual,
non-exclusive license to use certain computer software programs sold to Dassault
with the component software division, including ACIS and IVSDK. In consideration
for Dassault's license, we agreed to pay Dassault a royalty equal to a specified
percentage of our net revenue resulting from any products or services we sold
that utilized or were based on the Dassault software. The royalty was subject to
a minimum annual payment. We agreed to pay a separate royalty to Dassault in
connection with the distribution of IVSDK and the ACIS Open Viewer Plug-Ins
application software.

         We agreed to grant Dassault a perpetual, royalty-free, non-exclusive
license to use and modify internally certain of our data translation and data
exchange application software, including IGES and STEP Toolkits. Dassault also
had the right to distribute the software in run-time or object code format as
component products and/or stand-alone software products or in connection with
providing application service provider and other enterprise services to
Dassault's customers. Dassault agreed to develop CATIA/SAT translator software
and grant us a perpetual, royalty-free, non-exclusive license to use and modify
the translator software as an underlying application for our Internet services
and to distribute run-time versions of the translator software in connection
with our Internet services. Each party agreed to provide the other with
maintenance in connection with the licensed software.

Co-Branding Agreement

         Under the Co-Branding Agreement, we agreed with Dassault to jointly
market translation and healing application services, similar to those offered on
our Web sites under the product name "3Dshare.com," via one or more Dassault Web
sites. We granted Dassault a royalty-free, non-exclusive license to use our Web
service infrastructure software for the purpose of providing the Co-Branded
Service to its customers. We agreed to host the Co-Branded Service and made the
Co-Branded Service accessible from any Dassault Web site that Dassault
requested. In consideration of the infrastructure license and performance of our
obligations under the Co-Branding Agreement, we were entitled to a percentage of
the net revenues derived from the sale of the Co-Branded Service.

Server Software License Agreement

         Under the Server Software License Agreement, we granted Dassault a
non-transferable, non-exclusive license to certain of our Web site
infrastructure applications software. Dassault had the right to use and modify
the Server Software internally to provide application services and related
Internet services to its customers. In addition, Dassault had the right to
distribute the Server Software in connection with those Dassault software
products and services into which it had incorporated the Server Software. In
consideration for the license of the Server Software, Dassault agreed to pay us
a royalty equal to a specified percentage of the net revenue resulting from the
sale of any products or services offered by Dassault incorporated or facilitated
by the Server Software. Dassault also agreed to pay us an initial license fee
for use of the Server Software, which offset a percentage of the royalty
payments due from Dassault. In consideration for the license fee and royalty
payments, we agreed to provide Dassault with maintenance and support services
for the Server Software for four years.


                                       10
<Page>

Web Services Agreement

         Under the Web Services Agreement, Dassault granted us the right to
market and distribute, via our 3Dshare.com and PlanetCAD.com Web sites, certain
Web services using Dassault's application software. We agreed to assist Dassault
in adapting these applications for Internet use by providing a fixed amount of
technical support at no charge to Dassault and further support, if necessary, at
a discount from our standard consulting rate. We also agreed to develop the Web
pages and functions needed to market and distribute the agreed upon Dassault Web
services at our own expense. We agreed to spend a minimum percentage of the
revenue generated through the distribution of each Web service on advertising
programs related to that service for 30 months after the implementation of each
service and a minimum amount on advertising in the first year of each service.
As consideration for marketing and distributing the Web services, we received a
percentage of net revenues generated by sales of the Web services on our Web
sites.

Joint Software License Agreement

         Under the Joint Software License Agreement, we granted Dassault a
perpetual, royalty-free license to use, modify and distribute certain translator
and healing software jointly developed by us and certain third parties and to
use and distribute certain software licensed to us by certain third parties. The
license was exclusive to Dassault for use of the jointly developed software as
component products and non-exclusive for all other purposes. We agreed to
provide Dassault with maintenance and support services for the Joint Software
for five years from the date of the agreement at no cost to Dassault.

Master Software Reseller Agreement

         Under the Master Software Reseller Agreement, we granted Dassault a
non-exclusive, non-transferable license to market, promote, reproduce for
distribution, distribute and sublicense certain software products and to use a
reasonable number of copies of those products for demonstration and training
purposes only. We also agreed to provide Dassault with reasonable quantities of
standard product marketing materials and product related training.

Intravision License Agreement

         Under the IntraVision License Agreement, Dassault granted us a
worldwide, exclusive license to use, maintain, support, access and reproduce the
IntraVision source code for the purposes of developing and offering to our
customers end-user products. The license does not permit us to create software
that is similar to or that competes with the IVSDK. In consideration of the
exclusive IntraVision distribution and source code development licenses granted
by Dassault, we agreed to pay to Dassault certain royalties relating to the net
revenue recognized by us as a result of the licenses.

Issuance of Shares to Dassault

         On November 14, 2000, we issued 555,556 shares of common stock to
Dassault for a purchase price of $2 million, or approximately $3.60 per share,
pursuant to the terms of a share purchase agreement, dated as of November 14,
2000, by and between us and Dassault.

Item 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)      EXHIBITS

Exhibit
Number                              Description
------                              -----------

3(i).1*         Restated Certificate of Incorporation

3(i).2*         Certificate of Amendment to Restated Certificate of
                Incorporation

3(i).3**        Certificate of Designation, Preferences and Rights of Series A
                Junior Participating Preferred Stock


                                       11
<Page>

3(ii)*          Bylaws of the Registrant, as amended

4.1             Reference is made to Exhibits 3(i).1, 3(i).2, 3(i).3 and 3(ii)

10.1***^        Form of Indemnification Agreement entered into between the
                Registrant and its directors and officers, with related schedule

10.2***         Investment Agreement dated August 12, 1986

10.3***         Investors' Rights Agreement dated February 4, 1993

10.4***^        1996 Amended and Restated 1987 Stock Option Plan of the
                Registrant, including form of Incentive Stock Option and
                Nonstatutory Stock Option thereunder

10.5***^        1996 Equity Incentive Plan of the Registrant, including form of
                Incentive Stock Option and Nonstatutory Stock Option thereunder

10.6***^        1996 Non-Employee Directors' Stock Option Plan of the
                Registrant, including form of Nonstatutory Stock Option
                thereunder

10.7***^        Employee Stock Purchase Plan of the Registrant and related
                offering document

10.8***         Lease Agreement between the Registrant and Flatirons Cottonwood,
                Inc. (formerly Cottonwood Development Partners) dated June 29,
                1990, as amended

10.9***         Warrant to Purchase 33,333 shares of Next Preferred Stock issued
                by the Registrant to New York Life Insurance Company dated
                November 1, 1994

10.10***        Warrant to Purchase 66,667 shares of Next Preferred Stock issued
                by the Registrant to Nazem & Company II, L.P. dated November 1,
                1994

10.11***        Warrant to Purchase 66,667 shares of Next Preferred Stock issued
                by the Registrant to Benefit Capital Management Corporation
                dated November 1, 1994

10.12***        Warrant to Purchase 12,500 shares of Next Preferred Stock issued
                by the Registrant to Benefit Capital Management Corporation
                dated January 2, 1996

10.13+          Asset Purchase Agreement among the Registrant, Prescient
                Technologies, Inc. and Stone and Webster dated June 28, 2000

10.14++^        2000 Stock Incentive Plan of the Registrant

10.15+++        Share Purchase Agreement between the Registrant and Dassault
                Systemes Corp. dated November 14, 2000

10.16****#      Cross License Agreement between the Registrant and Dassault
                Systemes S.A. dated November 14, 2000

10.17****#      Co-Branding Agreement between the Registrant and Dassault
                Systemes S.A. dated November 14, 2000

10.18****#      Server Software License Agreement between the Registrant and
                Dassault Systemes S.A. dated November 14, 2000

10.19****#      Web Services Agreement between the Registrant and Dassault
                Systemes S.A. dated November 14, 2000


                                       12
<Page>

10.20****#      Joint Software License Agreement between the Registrant and
                Dassault Systemes S.A. dated November 14, 2000

10.21****#      Master Software Reseller Agreement between the Registrant and
                Dassault Systemes S.A. dated November 14, 2000

10.22****       IntraVision License Agreement between the Registrant and Spatial
                Components, LLC dated November 14, 2000

10.23****#      Catia V5 Galaxy Program Solution Provider Agreement between the
                Registrant and Dassault Systemes S.A. dated November 14, 2000

10.24++         Purchase Agreement among the Registrant, Dassault Systemes Corp.
                and Spatial Components, LLC dated July 4, 2000

10.25++         Amendment No. 1 to Purchase Agreement among the Registrant,
                Dassault Systemes Corp. and Spatial Components, LLC dated
                September 2, 2000

10.26++++       Lease Agreement between Flatirons North, LLC and the Registrant
                dated June 9, 2000

10.27++++       Agreement of Lease between OTR and the Registrant dated July 28,
                2000

10.28++++^      Separation and Release Agreement between the Registrant and R.
                Bruce Morgan dated December 28, 2000

10.29~          Asset Purchase Agreement among the Registrant, Capstone Ventures
                SBIC, L.P. and AI Research Corporation dated June 1, 2001

10.30~~^        Separation and Release Agreement between the Registrant and
                Richard M. Sowar effective as of October 1, 2001

10.31~~^        Change in Control Agreement between the Registrant and David W.
                Hushbeck dated November 2001

10.32~~^        Change in Control Agreement between the Registrant and Joy M.
                Godesiabois dated November 2001

10.33~~^#       Change in Control Agreement between the Registrant and Jim
                Bracking dated November 2001

10.34~~^        Separation and Release Agreement between the Registrant and Jim
                Bracking effective as of January 25, 2002

10.35**         Rights Agreement between the Registrant and Wells Fargo Bank
                Minnesota, N.A., as Rights Agent, dated as of March 11, 2002

21.1++++        List of Subsidiaries of the Registrant

23.1~~          Consent of KPMG LLP

  ------------------

*               Incorporated by reference to the Registrant's Registration
                Statement on Form SB-2, File No. 333-50426, filed November 21,
                2000.

**              Incorporated by reference to the Registrant's Registration
                Statement on Form 8-A filed on March 11, 2002.


                                       13
<Page>

***             Incorporated by reference to the Registrant's Registration
                Statement on Form SB-2, File No. 333-05416-D, filed on August
                12, 1996.

****            Incorporated by reference to the Registrant's Amended Current
                Report on Form 8-K/A dated November 16, 2001.

+               Incorporated by reference to the Registrant's Current Report on
                Form 8-K dated October 18, 2000.

++              Incorporated by reference to the Registrant's Definitive Proxy
                Statement on Schedule 14A dated October 17, 2000.

+++             Incorporated by reference to the Registrant's Current Report on
                Form 8-K dated November 21, 2000.

++++            Incorporated by reference to the Registrant's Annual Report on
                Form 10-KSB filed on April 2, 2001.

~               Incorporated by reference to the Registrant's Quarterly Report
                on Form 10-QSB filed on August 14, 2001.

~~              Incorporated by reference to the Registrant's Annual Report on
                Form 10-KSB filed on April 1, 2002.

#               Denotes terminated agreement.

^               Denotes management contract or compensatory plan or arrangement.

(b)      REPORTS ON FORM 8-K

         On November 16, 2001, we filed an amended current report on Form 8-K/A
disclosing the full, unredacted text of certain agreements previously filed with
redacted text in connection with a request for confidential treatment.

         On December 6, 2001, we filed a current report on Form 8-K regarding an
unsolicited offer by PCD Investments, LLC to purchase all of our outstanding
shares of common stock.

         On January 24, 2002, we filed a current report on Form 8-K regarding
the resignation of our former President, Chief Executive Officer and Director,
Jim Bracking, and the appointment of our new President and Chief Executive
Officer, David Hushbeck.

         On March 11, 2002, we filed a current report on Form 8-K regarding the
adoption of our stockholder rights plan.


                                       14
<Page>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date:      April 30, 2002                PlanetCAD Inc.


                                         By:            /s/ David Hushbeck
                                              ----------------------------------
                                         Name:    David Hushbeck
                                         Title:   Director, President and
                                                  Chief Executive Officer

           In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


Date:      April 30, 2002                By:               /s/ David Hushbeck
                                              ----------------------------------
                                         Name:    David Hushbeck
                                         Title:   Director, President and
                                                  Chief Executive Officer
                                                  (Principal Executive Director)


Date:      April 30, 2002                By:               /s/ Joy Godesiabois
                                              ----------------------------------
                                         Name:    Joy Godesiabois
                                         Title:   Chief Financial Officer
                                                  (Principal Financial and
                                                  Accounting Officer)


Date:      April 30, 2002                By:               /s/ Eugene J. Fischer
                                              ----------------------------------
                                         Name:    Eugene J. Fischer
                                         Title:   Chairman of the Board of
                                                  Directors


Date:      April 30, 2002                By:               /s/ H. Robert Gill
                                              ----------------------------------
                                         Name:    H. Robert Gill
                                         Title:   Director


Date:      April 30, 2002                By:               /s/ Philip E. Barak
                                              ----------------------------------
                                         Name:    Philip E. Barak
                                         Title:   Director


Date:      April 30, 2002                By:               /s/ James A. Fanella
                                              ----------------------------------
                                         Name:    James A. Fanella
                                         Title:   Director


                                       15
<Page>

                                  EXHIBIT INDEX

Exhibit
Number          Description
------          -----------

3(i).1*         Restated Certificate of Incorporation

3(i).2*         Certificate of Amendment to Restated Certificate of
                Incorporation

3(i).3**        Certificate of Designation, Preferences and Rights of Series A
                Junior Participating Preferred Stock

3(ii)*          Bylaws of the Registrant, as amended

4.1             Reference is made to Exhibits 3(i).1, 3(i).2, 3(i).3 and 3(ii)

10.1***^        Form of Indemnification Agreement entered into between the
                Registrant and its directors and officers, with related schedule

10.2***         Investment Agreement dated August 12, 1986

10.3***         Investors' Rights Agreement dated February 4, 1993

10.4***^        1996 Amended and Restated 1987 Stock Option Plan of the
                Registrant, including form of Incentive Stock Option and
                Nonstatutory Stock Option thereunder

10.5***^        1996 Equity Incentive Plan of the Registrant, including form of
                Incentive Stock Option and Nonstatutory Stock Option thereunder

10.6***^        1996 Non-Employee Directors' Stock Option Plan of the
                Registrant, including form of Nonstatutory Stock Option
                thereunder

10.7***^        Employee Stock Purchase Plan of the Registrant and related
                offering document

10.8***         Lease Agreement between the Registrant and Flatirons Cottonwood,
                Inc. (formerly Cottonwood Development Partners) dated June 29,
                1990, as amended

10.9***         Warrant to Purchase 33,333 shares of Next Preferred Stock issued
                by the Registrant to New York Life Insurance Company dated
                November 1, 1994

10.10***        Warrant to Purchase 66,667 shares of Next Preferred Stock issued
                by the Registrant to Nazem & Company II, L.P. dated November 1,
                1994

10.11***        Warrant to Purchase 66,667 shares of Next Preferred Stock issued
                by the Registrant to Benefit Capital Management Corporation
                dated November 1, 1994

10.12***        Warrant to Purchase 12,500 shares of Next Preferred Stock issued
                by the Registrant to Benefit Capital Management Corporation
                dated January 2, 1996

10.13+          Asset Purchase Agreement among the Registrant, Prescient
                Technologies, Inc. and Stone and Webster dated June 28, 2000

10.14++^        2000 Stock Incentive Plan of the Registrant

10.15+++        Share Purchase Agreement between the Registrant and Dassault
                Systemes Corp. dated November 14, 2000

10.16****#      Cross License Agreement between the Registrant and Dassault
                Systemes S.A. dated November 14, 2000


                                       16
<Page>

10.17****#      Co-Branding Agreement between the Registrant and Dassault
                Systemes S.A. dated November 14, 2000

10.18****#      Server Software License Agreement between the Registrant and
                Dassault Systemes S.A. dated November 14, 2000

10.19****#      Web Services Agreement between the Registrant and Dassault
                Systemes S.A. dated November 14, 2000

10.20****#      Joint Software License Agreement between the Registrant and
                Dassault Systemes S.A. dated November 14, 2000

10.21****#      Master Software Reseller Agreement between the Registrant and
                Dassault Systemes S.A. dated November 14, 2000

10.22****       IntraVision License Agreement between the Registrant and Spatial
                Components, LLC dated November 14, 2000

10.23****#      Catia V5 Galaxy Program Solution Provider Agreement between the
                Registrant and Dassault Systemes S.A. dated November 14, 2000

10.24++         Purchase Agreement among the Registrant, Dassault Systemes Corp.
                and Spatial Components, LLC dated July 4, 2000

10.25++         Amendment No. 1 to Purchase Agreement among the Registrant,
                Dassault Systemes Corp. and Spatial Components, LLC dated
                September 2, 2000

10.26++++       Lease Agreement between Flatirons North, LLC and the Registrant
                dated June 9, 2000

10.27++++       Agreement of Lease between OTR and the Registrant dated July 28,
                2000

10.28++++^      Separation and Release Agreement between the Registrant and R.
                Bruce Morgan dated December 28, 2000

10.29~          Asset Purchase Agreement among the Registrant, Capstone Ventures
                SBIC, L.P. and AI Research Corporation dated June 1, 2001

10.30~~^        Separation and Release Agreement between the Registrant and
                Richard M. Sowar effective as of October 1, 2001

10.31~~^        Change in Control Agreement between the Registrant and David W.
                Hushbeck dated November 2001

10.32~~^        Change in Control Agreement between the Registrant and Joy M.
                Godesiabois dated November 2001

10.33~~^#       Change in Control Agreement between the Registrant and Jim
                Bracking dated November 2001

10.34~~^        Separation and Release Agreement between the Registrant and Jim
                Bracking effective as of January 25, 2002

10.35**         Rights Agreement between the Registrant and Wells Fargo Bank
                Minnesota, N.A., as Rights Agent, dated as of March 11, 2002

21.1++++        List of Subsidiaries of the Registrant


                                       17
<Page>

23.1~~          Consent of KPMG LLP

  ------------------

*               Incorporated by reference to the Registrant's Registration
                Statement on Form SB-2, File No. 333-50426, filed November 21,
                2000.

**              Incorporated by reference to the Registrant's Registration
                Statement on Form 8-A filed on March 11, 2002.

***             Incorporated by reference to the Registrant's Registration
                Statement on Form SB-2, File No. 333-05416-D, filed on August
                12, 1996.

****            Incorporated by reference to the Registrant's Amended Current
                Report on Form 8-K/A dated November 16, 2001.

+               Incorporated by reference to the Registrant's Current Report on
                Form 8-K dated October 18, 2000.

++              Incorporated by reference to the Registrant's Definitive Proxy
                Statement on Schedule 14A dated October 17, 2000.

+++             Incorporated by reference to the Registrant's Current Report on
                Form 8-K dated November 21, 2000.

++++            Incorporated by reference to the Registrant's Annual Report on
                Form 10-KSB filed on April 2, 2001.

~               Incorporated by reference to the Registrant's Quarterly Report
                on Form 10-QSB filed on August 14, 2001.

~~              Incorporated by reference to the Registrant's Annual Report on
                Form 10-KSB filed on April 1, 2002.

#               Denotes terminated agreement.

^               Denotes management contract or compensatory plan or arrangement.


                                       18