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                                                                   Exhibit 10.10

                             AMENDMENT NO. 1 TO THE
                          BENTLEY SYSTEMS, INCORPORATED
                             1997 STOCK OPTION PLAN

         WHEREAS, Bentley Systems, Incorporated (the "Company") established the
Bentley Systems, Incorporated 1997 Stock Option Plan (the "Plan");

         WHEREAS, Section 10(a) of the Plan provides that, subject to certain
limitations, the Board of Directors of the Company (the "Board") may amend the
Plan; and

         WHEREAS, the Board desires to amend the Plan (i) to increase the number
of shares available under the Plan; (ii) to provide a limit on the number of
shares a key employee is entitled to receive under the Plan and to specify the
period in which the key employee can receive such shares; (iii) to provide
flexibility with respect to the period of exercise of an option after
termination of employment or disability; (iv) to add a provision requiring
shareholder approval for certain amendments; and (v) to make certain other
changes;

         NOW, THEREFORE, effective as of February 17, 2000, the Plan is hereby
amended as follows:

         1. The first paragraph of Section 4 of the Plan is hereby amended to
read as follows:

                  4. Stock. Options may be granted under the Plan to purchase up
         to a maximum of 3,800,000 shares of the Company's $.01 par value Class
         B (non-voting) common stock ("Common Stock"); provided, however, that
         on and after the Public Offering Date (as defined in Section 2 hereof),
         no Key Employee shall receive Options under the Plan in any calendar
         year for more than 75,000 shares of the Company's Common Stock.
         However, both the limits in the preceding sentence shall be subject to
         adjustment as hereinafter provided. Shares issuable under the Plan may
         be authorized but unissued shares or reacquired shares, and the Company
         may purchase shares required for this purpose, from time to time, if it
         deems such purchase to be advisable.

                                      * * *

         2. The second paragraph of Section 7(d) ("Exercise") of the Plan is
hereby amended to read as follows:

                  Any exercisable Options may be exercised at any time up to the
         expiration or termination of the Option. Exercisable Options may be
         exercised, in whole or in part and from time to time, by giving written
         notice of exercise to the Company at its principal office, specifying
         the number of full and/or fractional shares to be purchased and
         accompanied by payment in full of the aggregate Option price for such
         shares (except that, in the case of an exercise arrangement

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         approved by the Committee and described in paragraph (4) below, payment
         may be made as soon as practicable after the exercise).

         3. Section 7(e) of the Plan is hereby amended to read as follows:

                  (e) Termination of Employment. If a Key Employee's employment
         by the Company (and Subsidiaries) is terminated by either party prior
         to the expiration date fixed for his Option for any reason other than
         death or disability, such Option may be exercised, to the extent of the
         number of shares with respect to which the Key Employee could have
         exercised it on the date of such termination, or to any greater extent
         permitted by the Committee, by the Key Employee at any time prior to
         the earlier of (i) the expiration date specified in such Option; or
         (ii) (A) in the case of the Key Employee's voluntary termination or in
         the case of a termination for Cause, the date of such termination of
         employment (unless the Committee, in its discretion and subject to
         Section 10 hereof, permits a later expiration date in the case of such
         a termination, with the consent of the Option holder in the case of an
         ISO) or (B) otherwise, three months after such termination of
         employment (unless the Committee, in its discretion and subject to
         Section 10 hereof, permits a later expiration date in the case of such
         a termination, with the consent of the Option holder in the case of an
         ISO). For this purpose, "Cause" shall mean (i) the Key Employee's
         failure to perform the duties of his position, provided such failure
         has a material, adverse effect on the Company or any Subsidiary; (ii)
         the Key Employee's misappropriation of any assets of the Company or any
         Subsidiary; (iii) the Key Employee's drunkenness or misuse of drugs
         while performing services for the Company or any Subsidiary; or (iv)
         the Key Employee's being convicted of a misdemeanor, the penalty for
         which is imprisonment for more than one year, or a felony.

         4. Section 7(f) of the Plan is hereby amended to read as follows:

                  (f) Exercise upon Disability of Key Employee. If a Key
         Employee becomes disabled (within the meaning of Section 22(e)(3) of
         the Code) during his employment and, prior to the expiration date fixed
         for his Option, his employment is terminated as a consequence of such
         disability, such Option may be exercised, to the extent of the number
         of shares with respect to which the Key Employee could have exercised
         it on the date of such termination, or to any greater extent permitted
         by the Committee, by the Key Employee at any time prior to the earlier
         of (i) the expiration date specified in such Option, or (ii) one year
         after such termination of employment (unless the Committee, in its
         discretion and subject to Section 10 hereof, permits a later expiration
         date in the case of such a termination, with the consent of the Option
         holder in the case of an ISO). In the event of the Key Employee's legal
         disability, such Option may be so exercised by the Key Employee's legal
         representative.


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         5. The first sentence of the first paragraph of Section 9 of the Plan
is hereby amended to read as follows:

                  9. Capital Adjustments. The number and class of shares which
         may be issued under the Plan, and the maximum number of shares with
         respect to which Options may be granted to any Key Employee under the
         Plan, both as stated in Section 4 hereof, and the number of shares
         issuable upon exercise of outstanding Options under the Plan (as well
         as the Option price per share under such outstanding Options) shall be
         adjusted, as may be deemed appropriate by the Committee, to reflect any
         stock dividend, stock split, share combination, or similar change in
         the capitalization of the Company. * * *

         6. The first sentence of the second paragraph of Section 9 of the Plan
is hereby amended to read as follows:

                  In the event of a corporate transaction (such as, for example,
         a merger, consolidation, acquisition of property or stock, separation,
         reorganization, or liquidation), each outstanding Option shall be
         assumed by the surviving or successor corporation; provided, however,
         that, in the event of a proposed corporate transaction, the Committee
         may terminate all or a portion of the outstanding Options, effective
         upon the closing of the corporate transaction, if it determines that
         such termination is in the best interests of the Company. * * *

         7. A new paragraph (3) to Section 10(a) ("In General") of the Plan is
hereby added to read as follows:

                  (3) on and after the Public Offering Date (as defined in
         Section 2 hereof), no amendment may be made which would require
         shareholder approval under the rules of the exchange or market on which
         the Common Stock is listed.

         8. The first sentence of the first paragraph of Section 13 of the Plan
is hereby amended to read as follows:

                  13. Company's Right of First Refusal and Right to Repurchase
         Common Stock; Proxy or Voting Agreement. Any shares of Common Stock
         issued pursuant to the exercise of Options that were granted under this
         Plan shall be subject to this Section 13 until the Public Offering
         Date. * * *

         9. The first sentence of Section 13(c) of the Plan is hereby amended to
read as follows:

                  (c) Company's Right to Repurchase Common Stock. Upon
         termination of the Key Employee's employment with the Company and
         Subsidiaries for any reason, including death, disability, voluntary
         resignation, and discharge for Cause (as defined in Section 7(e)
         hereof), the Company shall have


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         the right, but not the obligation, to purchase all, or any whole number
         of shares less than all, of the shares of Common Stock then owned by
         the Key Employee or the Key Employee's beneficiary (the "Repurchase
         Right"). * * *



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