<PAGE>
                                                                   EXHIBIT 10.36




                   PRODUCT INTEGRATION AND MARKETING AGREEMENT

This Agreement is effective as of the 13th day of October, 1997 (the "Effective
Date") between Electronic Data Systems Corporation, a Delaware corporation
("EDS") and Bentley Systems, Incorporated, a Delaware corporation ("Company").
References herein to Company shall include Company and any of its Affiliates
which exercise any of the rights and licenses set forth in Article III herein.

WHEREAS, EDS is the owner of the Parasolid(R)* Software program; and

WHEREAS, Company is the owner of certain software programs; and

WHEREAS, Company wishes to obtain and EDS wishes to grant to Company a license
to embed a portion of Parasolid Software into such products and to market such
integrated programs on a commercial basis;

NOW THEREFORE, the parties hereto, intending to be legally bound, in
consideration of the payments made, or to be made, as set forth herein, the
mutual promises and covenants herein contained, and for other good and valuable
consideration, hereby agree as follows:

                             ARTICLE I. DEFINITIONS

1.1      Affiliated Products shall mean the software programs owned or licensed
         by Company and any related user manuals, support materials and
         instructions for use published from time to time, and any release,
         version or enhancement thereto.

1.2      Affiliates shall mean company subsidiaries and other entities,
         controlled by Company. "Control" means ownership of more than fifty
         percent (50%) of the outstanding shares or securities (representing a
         right other than as affected by events of default, to vote for election
         of directors or other managing authority) of a particular entity.

1.3      Company Distributors shall mean third parties to whom Company may grant
         the right to demonstrate, market, distribute, reproduce, sublicense and
         support the Integrated Products.

1.4      Company Subdistributors shall mean third parties who are authorized by
         Company Distributors to sublicense the Integrated Products to Licensees
         and to provide associated demonstration, marketing, distribution and
         support.

1.5      Covered Territory shall mean the countries listed in Schedule E hereto
         in which territories EDS licenses the Parasolid Software and all
         countries in which EDS licenses the Parasolid Product in the future.



----------

* Parasolid is a registered trademark of Electronic Data Systems Corporation.




                                      -1-
<PAGE>
1.6      Embedded Material shall mean the object code portions of the Parasolid
         Product contained within the Integrated Products along with portions of
         the Parasolid Documentation incorporated within the Integrated
         Products.

1.7      Integrated Products shall mean Affiliated Products with the Embedded
         Material embedded therein as identified in Schedule D hereto, including
         any other related user manuals, support materials and instructions for
         use containing Embedded Material that are published from time to time,
         and any release, version, successor or enhancement thereto and all
         Affiliated Products subsequently developed to which the Embedded
         Material is added.

1.8      Licensee shall mean any third party to whom Company, Company
         Distributors and Company Subdistributors sublicenses the Integrated
         Products in accordance with the terms of this Agreement.

1.9      Parasolid Documentation shall mean the user documentation related to
         the Parasolid Software and provided for use with the Parasolid
         Software, including, but not limited to, user manuals, support
         materials and instructions for use, and any revised or additional
         documentation subsequently provided to Company by EDS.

1.10     Parasolid Product shall mean both Parasolid Software and Parasolid
         Documentation.

1.11     Parasolid Software shall mean EDS' Parasolid Software program described
         in further detail in Schedule A and provided to Company in object code
         form under this Agreement and any release, version or enhancement
         thereto subsequently provided generally by EDS or any assignees or
         transferees of such programs to its other similarly situated licensees
         or customers.

1.12     Parasolid Uncommented Source Code shall mean the ASCII codes for
         generation of Parasolid Software with all commentary information
         removed and any further obfuscation that EDS determines is necessary.

1.13     Parasolid Commented Source Code shall mean the complete and
         fully-commented source code for the Parasolid Software including
         programmer's comments, development tools and the pre-compiler source
         code written in human readable form.

1.14     Territory shall mean the countries of the world subject to the
         restrictions contained in Article 13.1 of this Agreement.

1.15     Third Party Consultants shall mean third party, independent consultants
         identified in Schedule G which Company may retain to provide
         development services to assist in the creation of the Integrated
         Products. Schedule G may be amended upon EDS written consent not to be
         unreasonably withheld.

               ARTICLE II. DISTRIBUTORSHIP APPOINTMENT, TERRITORY

2.1      Appointment. During the Term of this Agreement, EDS appoints Company
         (and consents to the sublicense by Company to Company Distributors and
         to their sublicense

                                      -2-
<PAGE>
         to Company Subdistributors), and Company accepts such appointment as
         non-exclusive distributor: (i) to market, distribute, support,
         demonstrate, manufacture or to have manufactured, reproduce, to have
         reproduced and sublicense the Embedded Material within the Territory,
         only when embedded within the Integrated Products, for use exclusively
         within the Territory; and (ii) to provide to such Licensees maintenance
         services for the Embedded Material, all in accordance with the terms of
         this Agreement. No company shall be appointed which is known by Company
         to be engaged in a dispute or litigation with EDS relating to such
         company's failure to abide by a technology license or distribution
         obligations to EDS, or relating to an intellectual property right of
         EDS, or which has been identified by EDS in writing in advance as
         objectionable. In evaluating, qualifying and selecting new Distributors
         and Subdistributors, Company and its Distributors shall consider the
         candidate's sales, training and support capabilities, financial
         condition, reputation, experience of previous customers, representation
         of competitive products, and willingness to accept the terms of the
         applicable distributor agreement to include, without limitation, the
         Distributor and Subdistributor flow down requirements of this
         Agreement.

2.2      Territory. Company shall not authorize Company Distributors or Company
         Subdistributors or Licensees to export or reexport the Integrated
         Products to any country specified as a prohibited destination
         accordance with applicable U.S. laws, regulations and ordinances,
         including the Regulations of the U.S. Department of Commerce and/or
         other governmental agencies. Company agrees to defend, indemnify and
         hold harmless EDS from and against any claim, loss, liability, expense,
         or damage (including fines and legal fees) incurred by EDS with respect
         to any breach of this obligation.

         Company will comply with all Territorial laws and regulations and, at
         its sole expense, shall make all filings and obtain all governmental
         approvals required in each country contained therein with respect to
         the licensing and protection of the Embedded Material, including,
         without limitation, import license and technology transfer laws, that
         may be necessary to realize the purposes of this Agreement
         ("Governmental Approvals"). Although Company will be responsible for
         obtaining the necessary Government Approvals at its sole cost and
         expense, EDS shall provide Company with reasonable assistance in
         obtaining Governmental Approvals and Company will reimburse EDS for any
         reasonable, direct costs associated with such assistance. Company shall
         use reasonable efforts not to commence or continue marketing or
         sublicensing Embedded Material in any jurisdiction outside of the
         Covered Territory in which Company knew at a management level of
         director or more senior that such activity would, as of the time such
         activity is commenced or continued, prejudice EDS' proprietary rights
         in the Parasolid Product under the laws or business customs of that
         jurisdiction.

                      ARTICLE III. SOFTWARE LICENSE GRANT

3.1      Grant of Parasolid Product & Embedded Material License.

         A.       EDS grants to Company and Company accepts from EDS the
                  following nonexclusive, nontransferable (except as provided
                  herein) licenses:


                                      -3-
<PAGE>
         I.       To duplicate and use, a reasonable number of copies of the
                  Parasolid Product for the sole purpose of developing the
                  Integrated Products.

         II.      To duplicate and use a reasonable number of copies of the
                  Integrated Products including the Embedded Material, in
                  executable form only, for the sole purpose of demonstrating
                  the Integrated Products.

         III.     To market, distribute and sublicense an unlimited number of
                  copies of the Embedded Material to Licensees for any term of
                  usage in accordance with the terms of this Agreement, in
                  executable form only and only when embedded within the
                  Integrated Products.

         IV.      To duplicate and use a reasonable number of copies of the
                  Parasolid Product, for the purpose of providing maintenance
                  and support services to the Company Distributors, Company
                  Subdistributors and Licensees in accordance with the terms of
                  this Agreement.

         V.       If Parasolid Uncommented Source Code is provided subject to
                  Article 14.1, to duplicate and use a single copy of the
                  Parasolid Uncommented Source Code for the purpose of porting
                  to and performing investigations of new hardware and software
                  platforms or to investigate and define problems, including the
                  creation of emergency bug fixes.

         VI.      To duplicate the Embedded Material as a portion of the
                  Integrated Product for distribution to Licensees in accordance
                  with the terms of this Agreement.

         VII.     To allow Company, Company Distributors or Company
                  Subdistributors to contract with third parties to provide
                  duplication service for the Integrated Products for the sole
                  purpose of providing such copies to Company or providing such
                  copies directly to Licensees, subject to execution of a
                  non-disclosure agreement with such parties with terms no less
                  stringent than those with which Company must comply hereunder.

         VIII.    To allow Company to provide EDS Confidential Information
                  (including the Parasolid Product) to Third Party Consultants
                  only after such Third Party Consultant has entered into a
                  written confidentiality agreement with terms no less
                  restrictive than as set forth in this Agreement. Any such
                  confidentiality agreement will specifically include, but not
                  be limited to, language which prohibits such Third Party
                  Consultants from (i) using EDS Confidential Information for
                  any other purpose other than developing the Integrated
                  Products for Company and (ii) distributing or marketing all or
                  any portion of the output of any development effort that uses
                  EDS Confidential Information.

         IX.      To duplicate the Embedded Material when contained within the
                  Integrated Product to potential Licensees for the purposes of
                  evaluation ("Evaluation Licenses"). Such copies shall be
                  subject to the requirements of Article 3.6 and the term of
                  Evaluation Licenses shall not exceed ninety (90) days. Company
                  shall require the Licensee with an Evaluation License to
                  either destroy, disable or

                                      -4-
<PAGE>
                  return the Integrated Products to Company, Company Distributor
                  or the Company Subdistributor, as applicable, upon expiration
                  of the evaluation period. It shall be the responsibility of
                  Company to assure that potential Licensees are advised in
                  writing of any disabling devises that may be included within
                  the Integrated Product.

         X.       To provide an Application Program Interface (API) as, or as
                  part of, an Integrated Product which provides access to the
                  Parasolid Software via Company's own programming interface
                  functions. Company may not provide direct access to the
                  Parasolid Software API. Company may incorporate portions of
                  the Parasolid Documentation, creating derivative works
                  therefrom, to document those parts of Company's API which
                  utilize the Parasolid Software.

B.       EDS grants to Company the right to further sublicense the rights
         granted pursuant to Article 3.1A (exclusive of Articles 3.1A(I),
         3.1A(V), 3.1A(VI) and 3.1A(VIII)) to Affiliates and to Company
         Distributors (with a right of further sublicense to Company
         Subdistributors). The sublicense to Company Distributors and Company
         Subdistributors is conditioned upon execution of (or previous execution
         of) a license agreement with Company or Company Distributor that is no
         less stringent than the agreement executed between Company and EDS.

         Except as set forth above, Company may not copy the Parasolid Software
         except as required for back-up, archival or emergency restart purposes,
         or to replace a worn copy. Company shall not cause or authorize the
         modification, reverse engineering, disassembly or decompilation of the
         Parasolid Software or any portion thereof. EDS reserves all rights in
         the Parasolid Software, Parasolid Documentation, Parasolid Uncommented
         Source Code, Parasolid Commented Source Code and Embedded Materials not
         expressly granted in this Agreement.

C.       Notwithstanding the rights granted in Paragraphs A and B of Article 3.1
         above, Company will not undertake and will not assist Company
         Distributors or Company Subdistributors in any advertising campaigns or
         marketing or promotion programs for the Integrated Products
         specifically targeting the EDS product known as Unigraphics or making
         inaccurate or false assertions concerning the data compatibility
         between Unigraphics and Company's Integrated Products. This restriction
         does not prohibit Company, Company Distributors or Company
         Subdistributors from, among other activities, (i) undertaking any
         advertising campaigns, marketing or promotional programs for Integrated
         Products addressed to the marketplace, specific industries, or
         collectively to the customers of Company's principal competitors, or
         (ii) licensing to any Unigraphics licensee. Company represents that it
         has a clause in its Company Distributor agreements and it is an
         obligation of Company Distributors to impose on Company Subdistributors
         a provision that states, in general that, Company Distributors are
         prohibited from making false claims concerning Company Products.
         Company will promptly and actively enforce and discipline Company
         Distributors and Company Subdistributors that use or attempt to use
         marketing campaigns against the EDS owned product Unigraphics that are
         based on false

                                      -5-
<PAGE>
         claims. The parties agree that if EDS acquires the product now called
         Solid Edge, this product or any derivatives thereof shall not be
         included in the definition of Unigraphics as it relates to this Article
         3.1.C.

3.2      Enforcement. Company will diligently enforce the terms of the
         agreements of Company, Company Distributors and Company Subdistributors
         related to restrictions on use, confidentiality, duplication and
         reverse engineering of the Integrated Products. If EDS receives
         information which reasonably supports the conclusion that a Company
         Distributor or a Company Subdistributor is in breach of any provision
         of its distributor agreement, EDS will issue written notice and Company
         shall enforce or shall cause such Company Distributors to enforce such
         agreement and EDS may require that Company promptly deliver to EDS a
         copy of the applicable distributor agreement and shall provide
         reasonable cooperation to EDS with any reasonable action deemed
         appropriate by EDS. EDS is a third party beneficiary to and shall have
         the right to enforce such agreements directly if desired by EDS.

3.3      Injunctive Relief. Both EDS and Company will be entitled to injunctive
         relief, including preliminary and other interim relief, against any
         violation of the provisions of this Agreement relating to the
         Confidential Information (as defined in Article 10.2) of either party.
         Both parties agree that any violation of Articles 3.5, 3.7, or Article
         X would cause "irreparable injury" for purposes of an injunction
         hearing only.

3.4      Ownership. Parasolid Software, Parasolid Documentation, Parasolid
         Uncommented Source Code, Parasolid Commented Source Code and the
         Embedded Material together with all modifications thereof and all
         copies thereof shall remain the sole property of EDS and shall be
         subject to the provisions of this Agreement. Company will have no
         rights in or to the Parasolid Software, Parasolid Documentation,
         Parasolid Uncommented Source Code, Parasolid Commented Source Code or
         the Embedded Material except as stated in this Agreement. Company shall
         own all right, title and interest throughout the world, including
         without limitation, patent, copyright and trade secret rights, in the
         Affiliated Products and the Integrated Products except with respect to
         the Embedded Material.

3.5      Copyright. Company acknowledges that EDS claims copyright protection in
         the Parasolid Software, Parasolid Documentation, Parasolid Uncommented
         Source Code, Parasolid Commented Source Code and the Embedded Material.
         Company will not copy or make any modifications to any portion thereof,
         for any purposes, except as permitted by this Agreement or otherwise
         agreed to in writing by EDS. EDS acknowledges that Company claims
         copyright protection in Affiliated Products exclusive of the Embedded
         Materials. Company and EDS agree that the respective copyright notices
         will appear in the section where Company acknowledges other licensor's
         technology and substantially as set forth in Schedule B to this
         Agreement. In duplicating the Parasolid Software and the Parasolid
         Documentation, Company will reproduce all copyright and other
         proprietary rights notices contained in or affixed to the respective
         Parasolid Software and Documentation. Company will not add to, remove,
         obstruct, conceal, change or deface any trademark, logo or other
         commercial designation of EDS on or in, or permanently affixed or
         attached to, the Parasolid Software or the Parasolid Documentation.
         Company

                                      -6-
<PAGE>
         shall indemnify and hold harmless EDS against any loss, cost, or
         expense, including reasonable attorney fees, suffered by EDS as a
         direct result of Company's use of a copyright or proprietary notice
         that does not substantially conform to Schedule B.

3.6      Embedded Material Sublicense Requirements. Company shall and shall
         cause the Company Distributors and Company Subdistributors to deliver
         with every Integrated Product delivered to a Licensee a sublicense
         agreement (a "Software License Agreement") which shall substantively
         provide that:

         I.       The Licensee may use the Integrated Product for internal use
                  only in the Territory;

         II.      The Licensee is granted a nonexclusive license as set forth in
                  the applicable license agreement, and may not transfer or
                  further sublicense the Integrated Products without Company's
                  written approval;

         III.     The Licensee may not provide access to or use of the
                  Integrated Products to any third parties without restrictions
                  on confidentiality;

         IV.      A statement that the Integrated Products contain and consist
                  of proprietary and confidential trade secret information of
                  Company and its licensors and Licensee shall hold the
                  Integrated Product and such information in strict confidence
                  and shall take at least the same precautions to protect the
                  confidentiality of the Integrated Products and such
                  information as it takes for its own confidential and
                  proprietary information of like importance, but in no event
                  less than reasonable care. Licensee agrees further not to
                  disclose, provide or otherwise make available the Integrated
                  Products or such information in any form to any person other
                  than Licensee's employees with a need to know;

         V.       The Licensee may not remove any proprietary notice or other
                  legend from the Integrated Products and shall reproduce such
                  proprietary notice or legend within and/or upon any copies and
                  partial copies thereof;

         VI.      The Licensee shall not translate, decode, disassemble,
                  decompile, alter or reverse engineer Integrated Products, use
                  the Integrated Products or documentation sets accompanying the
                  Integrated Products to develop functionally similar computer
                  software;

         VII.     The Licensee may not copy the Integrated Products beyond
                  making archive or backup copies thereof and otherwise as may
                  be permitted by the Software License Agreement;

         VIII.    The Licensee acknowledges that the Integrated Products may
                  contain software and technical data which may be subject to
                  United States, United Kingdom and other countries laws and
                  regulations regarding export of software and technical data.
                  Licensee agrees to comply with the export laws and regulations
                  of the United States and the United Kingdom as they apply to
                  exports of the Integrated

                                      -7-
<PAGE>
                  Products. In the event that U.S. and United Kingdom laws are
                  in conflict, the more restrictive law shall prevail.

         IX.      Licensee understands that neither Company nor its suppliers
                  are responsible for Licensee's use of the Integrated Product
                  or the results from such use. Company shall include language
                  which limits its supplier's liability for a breach of
                  Company's maintenance service obligations to a maximum of the
                  fees paid by the Licensee to Company.

         In addition, all Software License Agreements shall include all
         provisions that may be (i) required by the laws of the jurisdictions in
         which the Licensee is located; (ii) required by U.S. laws applicable to
         the license and delivery of technology abroad by persons subject to the
         jurisdiction of the U.S.; and (iii) required by United Kingdom laws
         applicable to the license and delivery of technology abroad by persons
         subject to the jurisdiction of the United Kingdom.

         The parties agree that a shrink-wrap license agreement which contains
         the provisions to the effect of those set forth above, will be
         sufficient to satisfy the requirements of this Article 3.6. Such
         shrink-wrap license agreement will be packaged with a registration card
         ("Registration Card") which will contain a statement that the Licensee
         agrees to be bound by the terms of the Software License Agreement.

3.7      Licensing to the U.S. Government. When licensing to the United States
         Government and/or its Agencies, Company will license the Integrated
         Products under Company's commercial agreement terms. If licensing under
         United States Government contract provisions, Company will apply
         appropriate Restricted Rights legends to the Integrated Products and
         will take all reasonable steps to ensure that the rights granted are
         Restricted Rights to commercial computer software developed at private
         expense as prescribed under the clauses listed below or their successor
         provisions, as applicable:

         -DFARS 252.227-7013, Rights in Technical Data and Computer Software.

         -DFARS 252.227-7037, Validation of Restrictive Markings on Technical
         Data.

         -NFARSUP 18-52.227-86 Commercial Computer Software - Licensing.

         -NFARSUP 18-52.227-19 Commercial Computer Software - Restricted Rights.

         -FAR 52.227-14, Rights in Data-General.

         -FAR 52.227-19, Commercial Computer Software - Restricted Rights.

         When licensed to the U.S. Government, Company will apply appropriate
         Restricted Rights legends to the Integrated Products and will take all
         reasonable steps to ensure that the Integrated Products are treated as
         restricted rights commercial computer software under the appropriate
         clauses listed above. Company shall indemnify EDS and hold it harmless
         against any loss or damage EDS may suffer as a result of Company's
         breach of its obligations set forth in this Article 3.7.

         In the event the U.S. Government challenges Company's claim of rights
         in the Integrated Products and/or of its right to assert restricted
         rights in the Integrated Products against the U.S. Government, Company
         agrees to use reasonable efforts to provide such proof as

                                      -8-
<PAGE>
         may be required to substantiate its claim in accordance with the above
         named clauses. Upon Company's request, EDS agrees to cooperate with
         Company to provide such proof as may be required to substantiate
         Company's claim with the above named clauses relative to the Embedded
         Material. Company agrees further to notify EDS of such challenge
         promptly and to permit EDS, at its own risk and expense, to participate
         in the defense of such challenge.

         Company represents and warrants that (i) the Affiliated Products or
         portions thereof developed by Company have not been developed under a
         government contract and (ii) the Affiliated Products or portions
         thereof licensed to Company by third parties have been developed at
         private expense and not under a government contract. Company agrees
         further that it will not employ public funds in the development of the
         Integrated Products or any modifications, enhancements or versions
         thereof which result in a grant to any governmental entity of any
         ownership in or of the Embedded Materials.

3.8      Enforcement for Licensees. Company will use reasonable efforts to
         enforce diligently against the Licensee the Software License Agreement
         provisions related to restrictions on use, confidentiality, duplication
         and reverse engineering of the Integrated Products. If EDS receives
         information which reasonably supports the conclusion that a Licensee is
         in breach of any such provision of its Software License Agreement, EDS
         will issue written notice and Company shall enforce and cause Company
         Distributors to enforce such Software License Agreement and EDS may
         require that Company promptly deliver to EDS a copy of the applicable
         Software License Agreement including the executed Registration Card, if
         such Registration Card has been returned to Company, and shall provide
         its reasonable cooperation to EDS with any action deemed appropriate by
         EDS. Company's obligations under this Article 3.8 will survive
         termination or expiration of this Agreement.

                             ARTICLE IV. TRADEMARKS

4.1      Trademark License and Use. EDS hereby grants to Company and Company
         hereby accepts a nonexclusive, royalty-free license in the Territory to
         use the trademark "Parasolid" and such other trademarks (other than
         "EDS" or any form thereof) as EDS may adopt with respect to the
         Parasolid Product, which EDS shall provide written notice to Company of
         (the "Trademarks"), and to grant Company Distributors and Company
         Subdistributors a license to use the Trademarks, in connection with the
         licensing, marketing and distribution of the Integrated Products
         hereunder, subject to the restrictions on use contained herein.

4.2      Trademark Notices. Marketing materials used by Company, Company
         Distributors and Company Subdistributors with respect to the Integrated
         Products that contain the EDS Trademarks shall insert the appropriate
         designation (TM for unregistered trademarks and a capital R surrounded
         by a circle for registered trademarks) provided by EDS following the
         first conspicuous use thereof and shall also contain the following
         legend: "Parasolid is a registered trademark of Electronic Data Systems
         Corporation", and such other trademark notices and legends as EDS may
         reasonably require.


                                      -9-
<PAGE>
4.3      EDS' Goodwill and Proprietary Rights. Company recognizes the
         substantial goodwill associated with the Trademarks and acknowledges
         that such goodwill belongs exclusively to EDS. EDS shall from time to
         time communicate to Company quality standards associated with the
         Trademarks and Company agrees to abide and comply with any reasonable
         request of EDS to examine the use of such Trademark and compliance with
         EDS' quality standards. Upon EDS' request, Company shall deliver to EDS
         a list of the jurisdictions in which Company has commenced marketing
         the Integrated Products. Upon EDS' further request, Company shall
         deliver to EDS free of cost twelve (12) specimens of each of the
         Trademarks in each jurisdiction in which such Trademark is used by
         Company for trademark registration purposes in compliance with
         application laws; provided that Company shall have no obligation to use
         the Trademarks and EDS shall have no obligation hereunder to obtain any
         such registration. Company shall provide reasonable assistance in
         connection with any such registrations as EDS may request.

                         ARTICLE V. COMPANY OBLIGATIONS

5.1      Company Obligations. During the Term of this Agreement, Company will
         comply with its obligations set forth below:

         I.       Except with respect to the initial disclosure of the Parasolid
                  Product from EDS to Company and EDS' obligations pursuant to
                  Article 6.1, Company will obtain all necessary import and
                  export licenses for the Integrated Products.

         II.      Company will notify EDS of any transfer of the Parasolid
                  Product (except when incorporated into an Integrated Product),
                  from the Designated Location as defined in Article 7.2 to
                  another Company owned or controlled Designated Location or a
                  Third Party Consultant. Company is prohibited from
                  transferring the Parasolid Commented Source Code or the
                  Parasolid Uncommented Source Code from the Designated location
                  as defined in Article 7.2 without EDS' prior written consent.

         III.     Company will not use, disclose, copy, modify, amend or alter
                  the Parasolid Software or any part thereof, or induce or
                  procure any person to do the same, except as otherwise set
                  forth in this Agreement.

         IV.      Company will diligently promote, license, support and maintain
                  the Integrated Products in the Territory using commercially
                  reasonable efforts commensurate with the type of product and
                  scope of the potential market; provided, however, that Company
                  does not guarantee any minimum royalty pursuant to Article
                  VIII; except for Flat Royalty Fees as described in Schedule F
                  to this Agreement if such fees are in accordance with such
                  schedule.

         V.       Company will be responsible for providing to all Licensees
                  under any applicable warranty or maintenance agreement between
                  Company and Licensees all first-line support for the
                  Integrated Products, including hot-line telephone support, and
                  general customer support services.


                                      -10-
<PAGE>
         VI.      Company will ensure that proper audit controls and operating
                  methods are implemented by Company, Company Distributors and
                  Company Subdistributors to protect the Integrated Products,
                  including establishing adequate procedures and safeguards with
                  respect to the non-disclosure of the Integrated Products by
                  Company. EDS agrees that disclosure of the Integrated Products
                  to a Licensee in accordance with Article 3.6 hereof and
                  execution of a distributor agreement between Company and
                  Company Distributors and between Company Distributors and
                  Company Subdistributors will presumptively meet the
                  requirements of this Article 5.1(VI).

                ARTICLE VI. EDS OBLIGATIONS AND REPRESENTATIONS

6.1      EDS Obligations. During the Term of this Agreement, EDS will comply
         with its obligations set out below:

         I.       EDS will provide Company with maintenance services in
                  accordance with Article IX hereof and any additional technical
                  support services relating to Parasolid Product which may be
                  agreed to in writing between EDS and Company from time to
                  time.

         II.      EDS will diligently work towards the completion of the
                  development services described in Schedule C as applicable
                  upon the time frame and costs set forth therein ("Development
                  Services").

         III.     EDS will keep Company informed periodically of EDS' intentions
                  for further development of Parasolid Software.

         IV.      EDS shall not unilaterally attempt to cancel this Agreement
                  during the initial [* * *] term except in the event of
                  Company's material breach of its obligations hereunder after
                  following the process described in Article 12.2.

         V.       EDS represents that to the best of its knowledge, there is no
                  current pending claim or litigation against EDS which involves
                  the Parasolid Product which may adversely affect EDS' ability
                  to perform its obligations or diminish Company's rights under
                  this Agreement and EDS will promptly inform Company of any
                  pending claim or litigation throughout the Term of this
                  Agreement.

         VI.      EDS has and will continue to use commercially reasonable
                  efforts to render the Parasolid Software, Embedded Materials
                  and Parasolid Uncommented Source Code free of computer viruses
                  throughout the Term of this Agreement.

         VII.     EDS will not include, without providing Company with prior
                  written notice, throughout the Term of this Agreement, any
                  features which will disable the Parasolid Software or render
                  the Parasolid Software incapable of operation.

         VIII.    EDS in performing this Agreement, will comply with all
                  applicable existing and future laws and regulations.

--------------------
* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -11-
<PAGE>
                       ARTICLE VII. DELIVERY/INSTALLATION

7.1      Delivery/Installation. Upon execution of this Agreement, EDS will cause
         the delivery of one (1) copy of the Parasolid Product to Company at the
         address designated in Article 7.2 below ("Designated Location"), within
         fifteen (15) days after execution of this Agreement subject to
         Company's payment of all tariffs, duties, taxes, shipping and insurance
         expenses and all other charges and related amounts associated with the
         shipment and delivery of the Parasolid Product.

         Installation of the Parasolid Product shall be the responsibility of
         Company and shall be deemed to occur ten (10) days after Company's
         receipt of the Parasolid Software (the "Installation Date").

7.2      Designated Location: The Parasolid Product will initially be installed
         at the following site:

                  Bentley Systems, Incorporated
                  690 Pennsylvania Drive
                  Exton, PA 19341

         Upon the request of Company, EDS will deliver one copy of the Parasolid
         Product to additional Company or Company controlled locations which
         Company may designate. The restrictions on transfer of a Parasolid
         Product shall not apply to the Embedded Material when incorporated into
         an Integrated Product.

                          ARTICLE VIII. FEES AND TAXES

8.1      Royalty Fees.

         Royalty Fees payable to EDS by Company for the sale of licenses and
         maintenance services associated with the licensing of the Integrated
         Products by Company, Company Distributors and Company Subdistributors
         hereunder are set forth in Schedule F hereto (the "Royalty Fees"). All
         payments to EDS under this Agreement shall be made in lawful money of
         the United States of America.

8.2      No License and Maintenance Fees

         EDS has granted the Parasolid Development License(s) to Company, and
         has agreed to provide Maintenance and Support as described in Article
         9, for the initial [ * * * ] term of this Agreement for the
         Parasolid Product at no additional charge.

8.3      EDS' Charges for Other Services. The charges payable to EDS for
         additional services other than Software Maintenance services described
         in Article 9 hereof will be invoiced to Company as they occur with
         payment due within thirty (30) days from receipt of the invoice. All
         fees and other charges under this Agreement will be payable to EDS
         within thirty (30) days of receipt of EDS' invoice, or if the services
         will result in the development of deliverable items, within thirty (30)
         days of acceptance of those items by

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

* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
        OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
        PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


                                      -12-
<PAGE>
         Company based on mutually acceptable criteria established in writing by
         the parties prior to EDS initiation of development services. EDS
         reserves the right to assess on all past due amounts, a late payment
         fee equal to one percent (1%) per month.

8.4      Set-Off. No claims for or deductions in respect to expenses incurred by
         Company or EDS in the performance of their duties under this Agreement
         will be made or allowed, except to the extent agreed in advance in
         writing by the parties.

8.5      Taxes and Duties. Any taxes, duties, related penalties, service fees or
         levies of whatsoever nature and wheresoever imposed under any law of
         the Territory arising from the licensing of Parasolid Product to
         Company or from the licensing of the Embedded Material as part of the
         Integrated Products by Company, Company Distributors and Company
         Subdistributors or provision of services hereunder, will be borne and
         paid by Company, or Company will reimburse EDS if EDS is required to
         make payment thereof. All charges hereunder will be quoted exclusive of
         sales tax, use tax, value added tax, import duties and other taxes and
         duties (however designated or levied). Company shall take all steps
         which EDS may reasonably request at EDS's sole cost and expense to
         enable EDS to obtain any tax credits or other benefits which may now or
         hereafter be available to EDS under the laws of the United States or
         any other jurisdiction with respect to the transactions contemplated by
         this Agreement, including, but not limited to, any tax benefits
         available under United States laws related to foreign source income.
         Notwithstanding anything herein to the contrary, under no circumstances
         will Company be responsible for taxes based upon EDS' income or
         required to be paid as condition of EDS' doing business.

8.6      Report of Activity and Records.

         I.       Within forty five (45) days from the end of each calendar
                  quarter, Company will submit to EDS reports with respect to
                  Company's Company Distributor's and the Company
                  Subdistributor's activities hereunder for the respective
                  calendar quarter, detailing the basis for payment to EDS with
                  respect to such period. Such reports shall be sent to the
                  Maryland Heights, MO address contained in Article 15.5,
                  Attention: W. Lockley, M/S 6801040 and shall contain the
                  following information for the sale of Integrated Products
                  which are subject to sliding scale Royalty Fees associated
                  with Revenue (as defined in Schedule F); (a) the names of the
                  Licensee(s) that are registered customers, which shall mean
                  all Licensees that have returned a Registration Card during
                  such period, and the location(s) of the respective Integrated
                  Products by city and country; (b) the number of Integrated
                  Products licenses granted during the quarter; and (c) a
                  calculation, of the related Royalty Fees due to EDS with
                  respect to Integrated Products for such quarter using Schedule
                  F. EDS recognizes that Company's customer and Distributor
                  lists are extremely important and valuable to Company.
                  Therefore, EDS agrees that the information provided under this
                  Article will not be used for any purpose other than verifying
                  amounts owed hereunder and EDS specifically agrees not to make
                  any of this available to any third parties or to solicit any
                  of Company's customers or Distributors utilizing any of the
                  information obtained under this Article. EDS agrees that any
                  and all information provided by Company under this Article
                  8.6(I)

                                      -13-
<PAGE>
                  shall be considered Confidential Information and shall be
                  treated in the manner set forth in Article 10.

         II.      Company will keep, maintain and preserve for at least three
                  (3) years after the applicable transaction(s) full and
                  accurate accounts and records of all transactions relating to
                  the Integrated Products, examination of which would enable EDS
                  to audit the statements submitted by Company hereunder and to
                  confirm Company's compliance with the requirements of Article
                  8.6 I and II. No more than once per year or whenever EDS
                  learns about a breach or suspected breach of this Agreement or
                  as may be required by court order, and then only upon
                  reasonable written notice, Company shall allow the authorized
                  representatives of EDS to have access to and inspect such
                  books and records during Company's regular business hours. EDS
                  will complete such inspection as expeditiously as possible,
                  and Company will provide such supplementary information and
                  explanation reasonably necessary to explain fully the
                  information contained in its books, records and accounts.

                        ARTICLE IX. SOFTWARE MAINTENANCE

9.1      Parasolid Maintenance. EDS will provide maintenance services
         ("Maintenance Services") to Company for the Parasolid Software provided
         hereunder in accordance with Article IX, at no cost during the Term of
         this Agreement. EDS will provide to Company pursuant to this Article
         IX, maintenance services that are consistent with those generally
         provided to EDS' commercial Parasolid customers. It shall be Company's
         responsibility to incorporate any changes, updates, corrections or
         other information furnished by EDS into the Integrated Products.
         Company agrees to designate a reasonable, mutually agreed number of
         employees to communicate all maintenance service requests to EDS and to
         serve as the recipient of all EDS maintenance services.

         Company shall be solely responsible for providing maintenance of the
         Integrated Products to all Licensees, Company Distributors and Company
         Subdistributors. As described below, EDS shall be responsible for
         providing support and maintenance of the Parasolid Materials to
         Company.

         EDS will accept from Company only, telephone, fax, mail or electronic
         notification of Errors (as defined below) identified by Company, during
         EDS' standard business hours at its offices in Cambridge, England,
         except on holidays recognized by EDS.

         I.       Maintenance Services will consist of the following: EDS will
                  notify Company of any release, "patch release" or interim
                  version of the Parasolid Product which is available to any
                  other user of the Parasolid Product, which release may contain
                  updates, enhancements and/or improvements to the Parasolid
                  Product. As soon as such version is available for release, and
                  upon Company's request, EDS will deliver to Company for
                  incorporation into the Embedded Material one (1) copy, in
                  object code library format of any such release or version
                  along with any revised or additional material and installation
                  instructions. Six (6) months following shipment of any new
                  release, EDS will cease to maintain the prior release;


                                      -14-
<PAGE>
                  provided however, that if EDS supports such release at no
                  charge for any other Parasolid licensee than EDS shall do the
                  same for Company. Support for replaced versions of the
                  Parasolid Product will be available for purchase by Company at
                  standard EDS time and material rates for a limited period of
                  time as determined by EDS.

         II.      Correction of Errors. Company may report any suspected
                  failure, identified by either Company or its Licensee(s), of
                  the Parasolid Software to perform substantially in accordance
                  with the specifications contained in the most current
                  Parasolid documentation (an "Error") to EDS, in writing or via
                  E-mail, accompanied by a detailed description and
                  documentation of the suspected Error. EDS will acknowledge
                  that it has received notice from Company of an Error. EDS and
                  Company shall agree on whether to classify an Error as
                  noncritical or critical. EDS will investigate the facts and
                  circumstances related to each suspected Error. Company agrees
                  to cooperate fully with EDS' investigation. If this
                  investigation reveals that the Parasolid Software contains and
                  Error, EDS will use its reasonable efforts to correct the
                  Error or provide a "work-around" solution, at EDS discretion.
                  EDS will use reasonable efforts (i) to correct Errors other
                  than Critical Errors or furnish a work-around solution for
                  such Errors within [ * * * ] after Company reports the error
                  and (ii) to include the corrected noncritical Error fix in the
                  next release of the Parasolid Software. Company may request
                  that an Error be designated as a Critical Error by notifying
                  EDS in writing at the time the Error is reported or at any
                  time thereafter. Upon mutual agreement that an Error is a
                  Critical Error, EDS will use reasonable efforts (i) to correct
                  the Critical Error or furnish a work-around solution for such
                  Error within [ * * * ] after Company reports the Error and
                  (ii) include the corrected Critical Error fix in a "patch
                  release" of the Parasolid Software. For purposes of this
                  Agreement, "Critical Error" shall mean an Error which results
                  in significant loss of functionality (such as reproducible,
                  abnormal, material terminations and significant functional,
                  material regressions from the previous release) as mutually
                  determined by the parties, which determination will be made in
                  good faith.

                     ARTICLE X. PROTECTION/CONFIDENTIALITY

10.1     Protection. Company will at all times recognize and protect EDS' right
         to and ownership of all copyright, inventions or trade secrets embodies
         in the Parasolid Software, Parasolid Documentation and Embedded
         Material regardless of whether patents have been issued thereon, and
         will not in any way act or omit to act in such a way as to harm the
         rights in such intellectual property or as in inconsistent with the
         intellectual property rights EDS has in the Parasolid Software,
         Parasolid Documentation and Embedded Material. Company will cooperate
         fully with EDS in all legal actions to protect the aforementioned
         rights at the expense of EDS. Company will include obligations
         comparable to those contained in this Article 10.1 within its
         agreements with Company Distributors and will cause the Company
         Distributors to include comparable obligations within Company
         Subdistributors agreements.

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

* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
        OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
        PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


                                      -15-
<PAGE>
10.2     Confidentiality. For purposes of this Agreement "Confidential
         Information" shall mean the Parasolid Software, Parasolid
         Documentation, Affiliated Products, Embedded Material, Integrated
         Products, the proprietary and trade secrets contained therein,
         information concerning Parasolid maintenance services provided by EDS
         under this Agreement, the terms and conditions of this Agreement and
         any other information of either party which is disclosed to the other
         party as Confidential Information pursuant to this Agreement.
         Confidential Information may be disclosed orally or in writing. As part
         of the oral disclosure of Confidential Information, the information
         considered confidential and the confidentiality thereof shall be
         reasonably identified by the party disclosing such information and,
         within ten (10) days after disclosure, the Confidential Information
         included in such disclosure shall be summarized in writing and such
         summary shall be delivered to the recipient. Written disclosures of
         Confidential Information shall be conspicuously marked with the legend
         "Confidential Information" (or terms of similar meaning) and shall
         provide reasonable identification of the information considered
         confidential. Confidential Information shall include, but not be
         limited to, trade secrets, know-how, inventions, algorithms, structure
         and organization of software programs, schematics, contracts, customer
         lists, financial information, sales and marketing plans and business
         plans. Company and EDS hereby agree: (i) to hold Confidential
         Information in strict confidence and not to make it available to any
         third party, except as is necessary for the proper performance of its
         obligations under this Agreement; (ii) to impose confidentiality
         restrictions upon the parties to whom any Confidential Information is
         disclosed; (iii) to take at least the same precautions to protect the
         Confidential Information as it takes for its own confidential and
         proprietary information of like importance, but in no event less than
         reasonable precautions; and (iv) to refrain from using the Confidential
         Information for any purpose other than the purposes for which that
         Confidential Information was disclosed to it.

10.3     Exceptions to Confidentiality. The foregoing provisions in Article 10.2
         will not prevent either party from disclosing information which is: (i)
         already known by the recipient party without an obligation of
         confidentiality, which the recipient party shall prove by clear and
         convincing evidence; (ii) publicly known or becomes publicly known
         through no unauthorized act of the recipient party; (iii) rightfully
         received from a third party; (iv) independently developed by the
         recipient party without use of the other party's Confidential
         Information which the recipient party shall prove by clear and
         convincing evidence; (v) approved in writing by the other party for
         disclosure; or (vi) required to be disclosed pursuant to a requirement
         of a governmental agency or law so long as the disclosing party
         provides the other party with written notice of such requirement before
         any such disclosure so as to afford the other party an opportunity to
         intervene and prevent the disclosure.

10.4     [ * * * ]

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

* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
        OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
        PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -16-
<PAGE>
         [* * *]

       ARTICLE XI. WARRANTY/DISCLAIMER/INDEMNITY/LIMITATION OF LIABILITY

11.1     Warranty and Disclaimer.

         (a)      EDS Warranty. EDS warrants to Company that the initial master
                  copies of Parasolid Software provided to Company for use under
                  this Agreement will conform substantially to its most current
                  Parasolid Documentation for a period of ninety (90) days
                  following the date of installation of the initial copies of
                  Parasolid Software ("Initial Software Period").

                  EDS' entire liability and Company's exclusive remedy with
                  respect to defects in the Parasolid Software reported to EDS
                  during the Initial Software Period shall be that EDS will use
                  reasonable efforts to correct or furnish a work-around
                  solution for an Error in accordance with Maintenance Service
                  procedures set forth in Article IX. If EDS is unable to cure
                  such Error or furnish a work-around solution, Company's
                  exclusive remedy shall be to return the Parasolid Software and
                  this

-----------

* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
        OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
        PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -17-
<PAGE>
                  Agreement shall terminate. If after the Initial Software
                  Period, EDS is unable to correct a confirmed Error or furnish
                  a work-around solution in accordance with the Parasolid
                  Maintenance Service provisions of Article IX contained herein.
                  Company may terminate this Agreement in accordance with
                  Article XII. EDS acknowledges Company's right, in conjunction
                  with such termination, to seek remedies under law for damages
                  incurred by Company as a result of EDS' failure to fix or
                  furnish a work around solution for the Error, subject to
                  Article 15.9 and the limitations of Articles 11.4 and 11.5.

         (b)      Company Warranty. Company warrants that it is legally
                  qualified in the Territory to perform the services
                  contemplated by this Agreement. Company will, in performing
                  its obligations under this Agreement, comply with all
                  applicable existing and future laws, regulations (including,
                  for example, the obtaining of necessary permits and licenses)
                  and acts of the U.S. (including the Foreign Corrupt Practices
                  Act and export clause and regulations). Further, Company will
                  take no action on behalf of EDS that would be illegal under
                  U.S. laws if taken by EDS itself.

         (c)      Disclaimer. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,
                  NEITHER PARTY MAKES NOR RECEIVES FROM THE OTHER, ANY OTHER
                  WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED WITH RESPECT TO THE
                  PARASOLID SOFTWARE, PARASOLID DOCUMENTATION, EMBEDDED
                  MATERIAL, PARASOLID COMMENTED SOURCE CODE, PARASOLID
                  UNCOMMENTED SOURCE CODE, AFFILIATED PRODUCTS, INTEGRATED
                  PRODUCTS, MEDIA, TECHNICAL INFORMATION OR SERVICES PROVIDED
                  UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY
                  IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY
                  PARTICULAR PURPOSE, OR THAT THE PARASOLID SOFTWARE, PARASOLID
                  DOCUMENTATION, EMBEDDED MATERIAL, PARASOLID COMMENTED SOURCE
                  CODE, PARASOLID UNCOMMENTED SOURCE CODE, AFFILIATED PRODUCTS,
                  INTEGRATED PRODUCTS, MEDIA, TECHNICAL INFORMATION OR SERVICES
                  WILL MEET THE SPECIFIC NEEDS OF COMPANY OR ITS LICENSEES OR
                  THAT SPECIFIC RESULTS WILL BE ACHIEVED WITH SUCH PARASOLID
                  SOFTWARE, PARASOLID DOCUMENTATION OR EMBEDDED MATERIAL
                  PARASOLID COMMENTED SOURCE CODE, PARASOLID UNCOMMENTED SOURCE
                  CODE, AFFILIATED PRODUCTS OR INTEGRATED PRODUCTS. NEITHER EDS
                  NOR COMPANY MAKES ANY WARRANTY THAT THE OPERATION OF THE
                  PARASOLID SOFTWARE, EMBEDDED MATERIAL, PARASOLID COMMENTED
                  SOURCE CODE, PARASOLID UNCOMMENTED SOURCE CODE, AFFILIATED
                  PRODUCTS, OR INTEGRATED PRODUCTS WILL BE UNINTERRUPTED OR
                  ERROR FREE.

11.2     Patent and Copyright Indemnification. EDS will indemnify, defend, and
         hold Company, harmless against any action brought against Company to
         the extent that the action is

                                      -18-
<PAGE>
         based upon a claim that the Parasolid Product or any part thereof
         provided under this Agreement infringes the trademark, patent,
         copyright, trade secret or other intellectual property right of any
         third party in the Covered Territory and will pay all damages, fees,
         costs and expenses (including reasonable attorneys' fees) attributable
         to such claim against Company; provided that EDS is given prompt
         written notice of such claim and is given information, reasonable
         assistance and sole authority to defend or settle the claim. Company
         will indemnify, defend and hold EDS harmless to the extent that the
         action is based upon a claim that the Integrated Product or any part
         thereof (except for the Embedded Materials) provided under this
         Agreement infringes a trademark, patent, copyright, trade secret or
         other intellectual property right of any third party in the Covered
         Territory, and will pay all damages, fees, costs and expenses
         (including reasonable attorneys' fees) attributable to such claim
         against EDS; provided that Company is given prompt written notice of
         such claim and is given information, reasonable assistance and sole
         authority to defend or settle the claim. Such obligation shall not
         exceed the greater of [* * *], or the Royalty Fees paid by Company to
         EDS under this Agreement during the [* * *] month period immediately
         preceding the date of the action.

         If any third party brings an infringement or misappropriation action
         then in addition to EDS' indemnification obligation set forth above,
         then EDS, at its option and expense, will attempt to obtain for Company
         the right to continue using the Parasolid Product involved or will
         replace or modify the Parasolid Product involved so it becomes
         non-infringing or non-violating, or if EDS determines that these
         remedies in this paragraph are not reasonably available for the
         Parasolid Software, then in addition to EDS' indemnification obligation
         set forth above, EDS will grant Company a refund equal to the greater
         of [* * *], or the Royalty Fees paid by Company to EDS under this
         Agreement during the [* * *] month period immediately preceding the
         date of the action, and this Agreement shall terminate.

         EDS will have no obligation under this Article 11.2 if the alleged
         infringement or misappropriation of another party's trade secret to the
         extent such action is based upon any act or omission of Company,
         Company Distributor or Company Subdistributor or any third party acting
         on the direction of Company (such as, without limitation, modification
         of Parasolid Software, the Parasolid Documentation or the Embedded
         Material, or the use of such items in combination with software or
         hardware not approved in advance by EDS).

         EDS acknowledges that currently, to the best of its knowledge, the
         Parasolid Products, Embedded Materials, the Parasolid Uncommented
         Source Code and any other materials or services provided by EDS to
         Company pursuant to this Agreement do not infringe any patents,
         copyrights, trademarks, trade secret or other intellectual property
         rights, privacy or similar rights of any third party, nor has any claim
         of such infringement been threatened or asserted, nor is such a claim
         pending against EDS.

         NEITHER EDS NOR COMPANY WILL HAVE ANY LIABILITY FOR INFRINGEMENT OF
         TRADEMARKS, PATENTS AND COPYRIGHTS OR MISAPPROPRIATION OF ANOTHER
         PARTY'S TRADE SECRETS, EXCEPT AS

-----------
* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -19-
<PAGE>
         EXPRESSLY PROVIDED IN THIS ARTICLE 11.2, WHICH STATES THE ENTIRE
         OBLIGATION OF EDS TO COMPANY AND COMPANY TO EDS. OTHER THAN THE
         REPRESENTATIONS AND WARRANTIES OF THE PARTIES HERETO MADE IN ARTICLE
         11.1(a), AND 11.1(b) AND 11.2, THIS ARTICLE 11.2 SETS FORTH THE
         EXCLUSIVE REMEDY REGARDING INFRINGEMENT AND MISAPPROPRIATION. BOTH EDS
         AND COMPANY DISCLAIM ALL OTHER LIABILITY FOR VIOLATION,
         MISAPPROPRIATION OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

11.3     Third Party Indemnification. Company hereby agrees to defend, indemnify
         and hold EDS harmless from and against any and all claims arising as a
         result of: (i) the representations or warranties made by Company, its
         Distributors and Subdistributors which are inconsistent with the terms
         of this Agreement; (ii) a breach by Company of the requirements of
         Article 3.1.B. relating to agreements with Distributors and
         Subdistributors; and (iii) a breach by Company of the requirements of
         Article 3.6 relating to Software License Agreements with Licensees.
         Company's obligations hereunder are subject to Company being given
         prompt written notice of such claim and information, reasonable
         assistance and sole authority to defend or settle the claim.

11.4     Limitation of Liability. EXCEPT AS PROVIDED UNDER ARTICLE 11.2 AND
         EITHER PARTIES TORTIOUS INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER
         PARTY, ITS OFFICERS, AGENTS AND EMPLOYEES BE LIABLE TO THE OTHER NOR
         EDS TO COMPANY DISTRIBUTORS AND COMPANY SUBDISTRIBUTORS OR THEIR
         LICENSEES UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF
         THE FORM OF ACTION, FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS
         OR SERVICES, OR FOR ANY PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES,
         OR ANY DAMAGES, WHETHER DIRECT OR INDIRECT CONSEQUENCES OF SUCH EVENT
         AND WHETHER OR NOT FORESEEABLE, WHICH ARE CHARACTERIZED AS LOST
         PROFITS, LOSS OF BUSINESS, INCOME OR SAVINGS, ADMINISTRATIVE LOSS, LOSS
         OF DATA, LOSS OF COMMERCIAL REPUTATION OR OTHER CONSEQUENTIAL OR
         INCIDENTAL DAMAGE OR LOSS, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM (OTHER THAN INFRINGEMENT)
         AGAINST COMPANY OR EDS BY ANY THIRD PARTY.

         11.5     Aggregate Liability. Except as provided under Article 11.2,
         monies owed to Company to EDS, the breach of Articles 3 or 10, or
         either party's tortious intentional misconduct the aggregate liability
         of either party with respect to claims arising under, in connection
         with, or in any way relating to this Agreement and under any theory of
         liability, whether in contract or in tort to the extent permitted by
         applicable law, shall not exceed the greater of [* * *], or the
         aggregate of fees paid by Company to EDS during the [* * *] month
         period immediately preceding the date of the action.


-----------
* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -20-
<PAGE>
                       ARTICLE XII. TERM AND TERMINATION

12.1     Term. This Agreement shall extend for a period of [* * *] from the
         Effective Date set forth on page 1 hereof unless terminated earlier in
         accordance with this Article, shall remain in force and shall be
         automatically renewed on a yearly basis thereafter (the "Term") unless
         either party tenders written notice of termination ninety (90) days
         prior to expiration of the then current term.

12.2     Termination for Breach. If either party materially breaches any of its
         obligations under this Agreement, the non-breaching party, at its
         option, shall have the right to terminate this Agreement by written
         notice to the other party specifically identifying the breach or
         breaches on which termination is based. Following receipt of such
         notice, the party in breach shall have thirty (30) days to cure such
         breach or breaches (in the case of a breach which cannot with due
         diligence be cured within a period of thirty (30) calendar days, the
         party in breach institutes within the thirty (30) calendar days steps
         necessary to remedy the breach and thereafter diligently prosecutes the
         same to completion) said cure period to proceed simultaneously with the
         dispute resolution procedure, if any, conducted pursuant to Article
         15.8 hereof, and this Agreement shall terminate in the event that such
         cure is not made by the end of such period. The claim of material
         breach justifying termination shall be limited to the specific breaches
         set forth in the above written notice as explained, supported, and
         negated by evidence. In the event that the parties dispute either the
         existence of a material breach or the adequacy of attempted cure, and
         either party submits such dispute to arbitration under Article 15.9
         hereof, the termination shall not be deemed effective until the
         arbitrator renders a final decision finding an uncured material breach,
         provided, however, that the termination shall be deemed effective if
         arbitration pursuant to Article 15.9 hereof is not initiated within
         fifteen (15) days after the progressive dispute negotiation procedures
         under Article 15.8 hereof are complete.

12.3     Termination for Convenience. Company may terminate this Agreement upon
         sixty (60) days prior written notice to EDS.

12.4     Bankruptcy. Either party shall have the right to terminate this
         Agreement upon thirty (30) days written notice if the other party
         ceases to do business in the normal course, becomes or is declared
         insolvent or bankrupt, is the subject of any proceeding relating to its
         liquidation or insolvency which is not dismissed within one hundred
         eighty (180) calendar days, or makes an assignment for the benefit of
         its creditors.

12.5     Effect of Termination. Except as set forth below, upon termination or
         expiration of this Agreement all licenses for the Parasolid Software,
         Parasolid Uncommented Source Code, Parasolid Commented Source Code (if
         Company has such in its possession), Parasolid Documentation and
         Trademarks granted under this Agreement shall terminate. Within thirty
         (30) calendar days after termination of this Agreement, Company shall
         either deliver to EDS or destroy all copies of the Parasolid Software,
         Parasolid Uncommented Source Code, Parasolid Commented Source Code,
         Parasolid Documentation and Embedded Materials (including any portion
         thereof embedded into the Integrated Products), technical pamphlets,
         specifications and other Confidential Information of EDS (including
         copies) in the possession or control of Company, and shall furnish to
         EDS an affidavit signed by an

                                      -21-

--------------------
* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
<PAGE>
         officer of Company certifying that, to the best of his or her
         knowledge, such delivery or destruction has been completed.
         Notwithstanding the foregoing, after any termination Company may
         continue to use and retain copies of the Parasolid Software, Parasolid
         Uncommented Source Code, Parasolid Documentation, Embedded Materials,
         Trademarks and other materials provided by EDS to the extent, but only
         to the extent, necessary to: (a) support and maintain Integrated
         Products distributed to Licensees; (b) fill orders for Integrated
         Products which Company, Company Distributors and Company
         Subdistributors received prior to termination; and (c) allow Company,
         Company Distributors and Company Subdistributors to distribute their
         inventory of Integrated Products existing as of the termination date.
         If Company, or a third party which Company designates, no longer
         decides to provide maintenance services to Licensees of the Integrated
         Products, then Company shall immediately deliver to EDS or destroy all
         copies of the Parasolid Software, Parasolid Uncommented Source Code,
         Parasolid Documentation and Embedded Materials, except for any copies
         which are retained by Company for archival or backup purposes. In the
         event this Agreement is terminated as a result of EDS' breach then
         Company, Company Distributors and Company Subdistributors may continue
         to exercise all the rights and licenses granted pursuant to this
         Agreement for a twenty four (24) month period following termination in
         order to transition to an alternate solution. In no event will
         termination of this Agreement terminate or impair the rights of the
         Licensees to continue using the Integrated Products. The obligation of
         Company to pay Royalty Fees to EDS on its behalf and on the behalf of
         Company Distributors and Company Subdistributors shall remain in full
         force and effect during such period.

12.6     Continue Obligations. Upon termination of this Agreement, Company will:

         I.       Pay sums when due EDS and continue to pay all sums due before
                  or after termination.

         II.      Take all actions and execute all documents reasonably
                  requested by EDS to register the termination of this Agreement
                  and the termination of the appointment under this Agreement.

         III.     Notify Company Distributors and Company Subdistributors of
                  such termination and of their obligation to cease distribution
                  of the Integrated Products except as permitted pursuant to
                  Article 12.5.

                    ARTICLE XIII. EXPORT CONTROL PROVISIONS

13.1     Company will not knowingly, and will prohibit Company Distributors and
         Company Subdistributors from sublicensing the Integrated Products to,
         or for the use of, any ultimate Licensee with whom EDS or Company could
         not deal under any U.S. or United Kingdom laws or regulations or any
         agency thereof. Company shall not, directly or indirectly, export,
         reexport or transship the Parasolid Software, Parasolid Documentation,
         the Embedded Material, or any information contained therein to any
         country in contravention of any U.S. or United Kingdom laws and
         regulations as shall from time to time govern the license and delivery
         of technology abroad by persons subject to the jurisdiction of the U.S.
         Government or the United Kingdom, including without limitation

                                      -22-
<PAGE>
         the Export Administration Act of 1979, as amended, any successor
         legislation to such Act, and the Export Administration Regulations
         issued by the U.S. Department of Commerce, International Trade
         Administration, Office of Export Administration. For the purposes of
         this Agreement; if a conflict occurs between U.S. law and United
         Kingdom law, the more restrictive law will govern. Company will
         indemnify EDS for any damages incurred by EDS as a direct result of a
         breach of this Article XIII.

                            ARTICLE XIV. SOURCE CODE

14.1     [* * *]

14.2     [* * *]

                                      -23-

--------------------
* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

<PAGE>

                           ARTICLE XV. MISCELLANEOUS

15.1  Assignment; Change in Control. This Agreement and the rights and duties
      under this Agreement cannot be assigned by Company without the written
      consent of EDS, which shall not be unreasonably withheld; provided,
      however, that Company may, without such consent, assign such rights and
      such obligations set forth in this Agreement in whole or in part, to: (a)
      to any of Company's Affiliates; or (b) to the surviving entity after a
      merger, reorganization or other corporate restructuring of Company. In the
      event of any change in ownership or control of the EDS entity which owns,
      or otherwise has rights to, the Parasolid Software, or in the event of any
      sale, exclusive license, or purported assignment of the rights to the
      Parasolid Software, the acquiring entity must acknowledge its obligations
      as reflected in this Agreement to Company prior to any such change in
      ownership or control. This Agreement and all of the provisions hereof
      shall be binding upon and shall inure to the benefit of the parties hereto
      and their respective permitted successors and assigns.

15.2  Force Majeure. Neither party will be liable to perform its obligations
      under this Agreement, other than the payment of money, if and to the
      extent prevented by any event beyond its reasonable control, whether
      foreseeable or not, including but not limited to, prohibitions of
      exportation or importation, the refusal of government or regulatory
      authorities to issue export or import license(s), acts of God, lock outs,
      riots, strikes, acts of war, epidemics, governmental act or regulations,
      fire, communication line failures and natural disasters occurring without
      that party's fault or negligence. If such circumstances continue for one
      hundred twenty (120) consecutive days, the party not subject to the force
      majeure condition may terminate the Agreement if such force majeure
      occurrence is not cured after thirty (30) days with written notification
      to the other party. Such termination will be without any liability for
      loss or damage, subject to the provisions of Article 12.5.

15.3  Relationship of the Parties. No relationship of employment or partnership
      is created by this Agreement. Each party is an independent contractor and
      in no way a legal representative or agent of the other party. Company has
      no authority to assume or create any obligation (including accepting
      orders or making contracts) on EDS' behalf, expressed or implied, with
      respect to Parasolid Software, or other services or otherwise and EDS, has
      no authority to assume or create any obligation (including accepting
      orders or making contracts) on Company's behalf expressed or implied with
      respect to Integrated Products or otherwise.

15.4  Limitation of Actions. No action, regardless of the form, arising under
      this Agreement may be brought either by Company or by EDS more than three
      (3) years after either (i) the cause of the action has arisen, or (ii) the
      party entitled to bring an action becomes aware of the cause of action,
      whichever is later.

15.5  Notices. All notices and communications required by or relating to this
      Agreement shall be in writing and shall be deemed duly given one (1) day
      after sending by facsimile to the respective party at the facsimile number
      set forth below, or three (3) days after it is deposited, postage prepaid,
      in the U.S. mail to the respective party at its address set forth below or
      to such other address or facsimile number as either party may substitute
      by


                                      -25-
<PAGE>
      notice to the other party (provided that notice of any change of address
      shall be effective only upon receipt):

      To EDS:           Electronic Data Systems Corporation
                        13736 Riverport Drive
                        Maryland Heights, MO  63043
                        Attn:  Contracts, Mail Code 6801163
                        Facsimile #: (314) 344-5138

      With a copy to:   Electronic Data Systems Corporation
                        Parkers House
                        46 Regent Street
                        Cambridge England  CB2 IDB
                        Attn.: Parasolid Manager
                        Facsimile #: 011 44 122 3 31 6931

      To Company:       Bentley Systems, Incorporated
                        690 Pennsylvania Drive
                        Exton, PA  19341
                        Attn.:  President
                        Facsimile #: (610) 458-2869

      With a copy to:   Bentley Systems, Incorporated
                        690 Pennsylvania Drive
                        Exton, PA  19341
                        Attn:  General Counsel
                        Facsimile: (610) 458-3181

15.6  Media Releases. All media releases, public announcements and public
      disclosures by either party relating to this Agreement or its subject
      matter, including promotional or marketing material (but not including (i)
      any announcement intended solely for internal distribution, (ii) any
      disclosure required by legal, accounting or regulatory requirements beyond
      the reasonable control of a party or (iii) any advertising and promotion
      by Company permitted under this Agreement), will be coordinated with and
      approved by the other party in writing before its release, announcement or
      disclosure. Notwithstanding the foregoing, either party, its parent and
      affiliates may list the other in proposals and other marketing materials,
      describing in general terms the business arrangement between them.

15.7  Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
      ITS PERFORMANCE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MISSOURI,
      EXCLUDING ITS LAWS OF CONFLICT OF LAW. IT SHALL NOT BE GOVERNED BY
      STATUTES ON THE INTERNATIONAL SALE OF GOODS, INCLUDING THE UNITED NATIONS
      CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.


                                      -26-
<PAGE>
15.8  Progressive Dispute Negotiation Procedure.

      (a)   This paragraph will govern any dispute between EDS and Company
            arising from or related to the subject matter of this Agreement that
            is not resolved by agreement between their respective personnel
            responsible for day to day administration and performance of this
            Agreement.

      (b)   Prior to the filing of any suit with respect to such a dispute
            (other than a suit seeking injunctive relief with respect to
            intellectual property rights), the party believing itself aggrieved
            (the "Invoking Party") will call for progressive management
            involvement in the dispute negotiation by giving written notice to
            the other party. Such a notice will be without prejudice to the
            Invoking Party's right to any other remedy permitted by this
            Agreement.

      (c)   EDS and Company will use their best efforts to arrange personal
            meetings and/or telephone conferences as needed, at mutually
            convenient times and places, between their negotiators at the
            following successive management levels, each of which will have a
            period of allotted time as specified below in which to attempt to
            resolve the dispute:

<TABLE>
<CAPTION>
            EDS                              COMPANY          ALLOTTED TIME
            ---                              -------          -------------
<S>                        <C>               <C>              <C>
            First Level    Manager           Manager          10 bus. days

            Second Level   VP                VP               10 bus. days

            Third Level    Business Unit     CEO              30 days
                           President
</TABLE>

      (d)   The allotted time for the first-level negotiators will begin on the
            date of the Invoking Party's notice.

      (e)   If a resolution is not achieved by the negotiators at any given
            management level at the end of their allotted time, then the
            allotted time for the negotiators at the next management level, if
            any, will begin immediately.

      (f)   If a resolution is not achieved by negotiators at the final
            management level within their allotted time, then either party may
            with ten (10) days thereafter request mediation to resolve the
            dispute.

      (g)   The Mediation Rules of the American Arbitration Association shall be
            used unless EDS and Company agree otherwise.

      (h)   The mediation shall take place in the city located nearest to the
            principal office of the party that did not initiate the mediation.

      (i)   The allotted period for completion of the mediation shall be thirty
            (30) days.


                                      -27-
<PAGE>
      (j)   If a resolution is not achieved by mediation within the allotted
            time or if mediation is not requested within the permitted ten (10)
            day period, then either party may file an arbitration demand or
            other permitted action to resolve the dispute.

15.9  Arbitration. In the event a dispute between the parties arising under this
      Agreement is not resolved using the procedures of Article 15.8, then the
      parties may initiate formal proceedings upon the earlier to occur of: (a)
      the officers concluding upon good faith that amicable resolution through
      continued negotiation of the dispute does not appear likely; (b) sixty
      (60) days after the initial request to negotiate the dispute (unless
      preliminary or temporary relief of an emergency nature is sought by one of
      the parties); or (c) thirty (30) days before the limitation of actions
      period described in Article 15.4 governing any cause of action relating to
      the dispute would expire.

      The parties shall submit to binding arbitration before a single arbitrator
      knowledgeable of the computer software industry in the city located
      nearest to the principal office of the party that did not initiate the
      dispute (but never outside of the United States).

      Any dispute that the parties are unable to resolve as provided above will
      be resolved by final and binding arbitration conducted in accordance with
      and subject to the Commercial Arbitration Rules of the American
      Arbitration Association except that temporary restraining orders or
      preliminary injunctions, or their equivalent, may be obtained from any
      court of competent jurisdiction. The arbitrator will allow such discovery
      as appropriate, consistent with the purposes of arbitration in
      accomplishing fair, speedy and cost-effective resolution of disputes. All
      discovery will be completed, and the arbitration hearing will commence,
      within forty five (45) days after appointment of all the arbitrators, and
      the arbitration hearing will conclude within thirty (30) days after it
      commences. The arbitrators will make every effort to enforce these timing
      requirements strictly, but may extend the time periods upon a showing that
      exceptional circumstances require extension to prevent manifest injustice.
      The arbitrator shall not have the power to award any damages of the type
      excluded by this Agreement, regardless of the nature of the claim. The
      decision of the arbitrator will be rendered in writing and will explain
      the reasons therefor. Each party will bear its own attorney's fees and
      other costs and expenses, and each party will equally share the cost of
      the arbitrator. The arbitrators may render awards of monetary damages,
      direction to take or refrain from taking action, or both, and may, at
      their direction, notwithstanding the proceeding, order one party to
      reimburse the other for attorney's fees and other expenses reasonably
      incurred by the other party in connection with the arbitration. Judgment
      upon the award rendered in any such arbitration may be entered in any
      court having jurisdiction thereof, or application may be made to such
      court for judicial acceptance of award and an enforcement, as the law of
      such jurisdiction may require or allow.

15.10 Waiver and Severance. The failure of either party to enforce at any time
      any of the provisions of this Agreement or exercise any of its rights
      hereunder will in no way be construed to be a waiver of such provision or
      right, nor in any way affect the validity of the Agreement or any part
      thereof, or the right of the other party thereafter to enforce each and
      every provision.


                                      -28-
<PAGE>
      If any provision of this Agreement or part thereof is found to be invalid
      or unenforceable, then the validity or enforceability of the remaining
      provisions will not be affected, and this Agreement will be deemed amended
      in order to eliminate the offending provision or part thereof and make the
      Agreement enforceable to the maximum extent possible. The parties agree
      that the invalid or unenforceable provision or part thereof shall be
      automatically replaced by other provisions which arc as similar as
      possible in terms to such invalid or unenforceable provision, but are
      valid and enforceable.

15.11 Survival of Obligations. Termination or expiration of this Agreement for
      any reason will not release either party from any liabilities or
      obligations set forth in this Agreement which (i) the parties have
      expressly agreed will survive any such termination or expiration, or (ii)
      remain to be performed or by their nature would be intended to be
      applicable following any such termination or expiration, including (but
      not limited to) Article II (for the period set forth in Article 12.5),
      Article 3.1 (for the period set forth in Article 12.5), Articles 3.4, 3.5,
      3.6, 3.7, 3.8, Article IV (for the period set forth in Article 12.5),
      VIII, X (for the period set forth therein), XI and XII.

15.12 Entire Agreement. This Agreement (including the Schedules attached hereto)
      constitutes the entire Agreement between the parties relating to the
      subject matter hereof and supersedes all proposals or prior agreements,
      oral or written, and all other communications between the parties relating
      thereto. Amendments and supplements to this Agreement must be in writing
      signed by authorized representatives of the parties.

15.13 Counterparts. This Agreement may be executed in multiple counterparts,
      each of which shall be deemed an original and all of which taken together
      shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their duly authorized representatives, effective as of the date first written
above.

Company: Bentley Systems, Incorporated   Electronic Data Systems Corporation

By:   /s/ David G. Nation                By:    /s/ Tony Affuso
   -----------------------------------      ------------------------------------

Printed                                  Printed
Name: David G. Nation                    Name: Tony Affuso
     ---------------------------------        ----------------------------------

Title:  Senior Vice President            Title:   VP of UGPM&D
      --------------------------------         ---------------------------------

Date:  10/16/97                          Date:    10/21/97
     ---------------------------------        ----------------------------------


                                      -29-
<PAGE>
                                   SCHEDULE A

                              PARASOLID DESCRIPTION

Parasolid V9.0, as described in the Parasolid Documentation and as used by
Company during the evaluation of Parasolid.

Shared Library Versions of the Parasolid Software will be provided to Company
for all platforms.
<PAGE>
                                   SCHEDULE B

                                COPYRIGHT NOTICE

The following copyright notice shall be displayed within each copy of the
Integrated Product and on each copy of the Integrated Products documentation:

Copyright 19__ Bentley Systems Inc. All rights reserved. Portions of this
software and related documentation are copyrighted by and are the property of
Electronic Data Systems Corporation.

The copyright notice shall appear in the same locations as the copyright notices
of other licensors of technology incorporated into the Integrated Product or its
documentation.
<PAGE>
                                   SCHEDULE C

                              DEVELOPMENT SERVICES

1.    CURRENTLY SUPPORTED PLATFORMS

      Upon execution of this agreement EDS will deliver or will have delivered
      to Company one (1) copy of the Parasolid Product in a form of magnetic
      media selected by Company on each of the following hardware platform and
      operating system combinations:

-           Digital AXP running Windows NT

-           Intel (IBM PC compatible) running Windows 95 and Windows NT

-           Hewlett-Packard 9000 series running HP-UX

-           Sun Sparc running Solaris

-           Silicon Graphics running IRIX

-           IBM PowerPC running AIX

      In addition to the above platforms, on request from Company, EDS will
      deliver or will have delivered to Company one (1) copy of the Parasolid
      Product on any other platform that EDS supports free of charge for
      EDS/Unigraphics or any of its other Parasolid customers at the time of the
      request. The additional platforms that Parasolid is currently supported on
      are: Digital AXP running VMS and Digital AXP running Digital Unix.

2.    ADDITIONAL PLATFORMS REQUIRING NO ADDITIONAL FUNDING

      Upon execution of this Agreement, EDS will commence porting the Parasolid
      Product to the Apple Power Macintosh platform. EDS will use reasonable
      efforts to complete this port within one hundred and twenty (120) days.

      In addition to the above platform, EDS will provide a maximum of one (1)
      mutually agreeable additional platform each year on request from Company
      without additional charge.

      A "platform" is defined to be a unique combination of Hardware Platform,
      Operating System and Compiler.

3.    ADDITIONAL PLATFORMS REQUIRING ADDITIONAL FUNDING

      EDS will require Company to pay [* * *] per platform, for each additional
      platform if EDS agrees to create such port. This payment will be due
      within thirty (30) days of EDS shipping to Company a supported version of
      Parasolid on the given platform.

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

* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
        OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
        PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

<PAGE>
4.    ADDITIONAL FUNDING REQUIRED TO MAINTAIN ADDITIONAL PLATFORMS

      EDS will require Company to pay [* * *] per year to be paid quarterly in
      advance at the rate of [* * *] for the maintenance of every additional
      platform for which Company is the only commercial licensee to whom EDS
      distributes that platform; provided, however, in no event shall Company be
      required to pay for maintenance for the platforms identified in Section 1
      of this Schedule C. EDS shall provide the maintenance services described
      in Article IX of the Agreement for each platform. The total payment
      required from Company for the maintenance of these additional platforms
      each year will be reduced during that year based on the following table of
      royalties received by EDS during each calendar year from Company:

<TABLE>
<CAPTION>
                                        Number of additional
      Royalties received by EDS from    platforms to be maintained
      Company during the current year   by EDS for no additional fee
      --------------------------------------------------------------
<S>                                     <C>
      [* * *]                           0
      [* * *]                           1
      [* * *]                           2
      [* * *]                           3
      [* * *]                           4
      [* * *]                           5
</TABLE>


                                      -2-
--------------------
* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
<PAGE>
                                   SCHEDULE D

                               INTEGRATED PRODUCTS

1.    FLAT ROYALTY FEE INTEGRATED PRODUCTS

MicroStation TriForma
PowerArthcitect
MicroStation GeoGraphics
MicroStation Descartes
MicroStation Field
MicroStation Image Manager
CivilDraft
All PlantSpace Products
JT/P&ID
Opti-SE
MicroStation 95
MicroStation PowerDraft
MicroStation MasterPiece
MicroStation TeamMate 96
Microstation PowerScope
MicroStation ReproGraphics
MicroStation Review
MicroStation V5
Microstation
Microstation SE
Microstation/J
All ModelServer Products
All ActiveAsset Product

2.    MECHANICAL INTEGRATED PRODUCTS - SIDING SCALE ROYALTY FEE

MicroStation Modeler
<PAGE>
                                   SCHEDULE E

                                COVERED TERRITORY


Argentina
Australia
Austria
Belgium
Bolivia
Brazil
Bulgaria
C.I.S.*
Canada
Chile
Columbia
Czech of Republic
Denmark
Eire
Ecuador
Egypt
Finland
France
Germany
Greece
Hong Kong
Hungary
Iceland
India
Indonesia
Ireland
Israel
Italy
Japan
Luxembourg
Malaysia
Mexico
Netherlands
New Zealand
Norway
People's Republic of China
Peru
Philippines
Poland
Portugal
Romania
Saudi Arabia
Singapore
Slovak Republic
Slovenia
South Africa
South Korea
Spain
Sweden
Switzerland
Taiwan
Thailand
Turkey
United Kingdom
United States
Uruguay
Venezuela


*     C.I.S. ("Commonwealth of Independent States") formed by Russia, Armenia,
      Kazakhstan, Moldove, Turkmenistan, Azerbaijan, Tajikistan, Ukraine,
      Uzbekistan, and the Republic of Georgia.
<PAGE>
                                   SCHEDULE F

                               ROYALTY OBLIGATIONS

1.    Royalty Fees are payable to EDS as described in 1.1, 1.2 and 1.3 below:

1.1   Company agrees to pay EDS [* * *] per calendar quarter (the "Flat Royalty
      Fee") during each quarter of the Term for licensing of the Integrated
      Products identified in Schedule D, Section 1. The above Flat Royalty Fee
      is due and payable beginning thirty (30) days after the end of the
      calendar quarter in which the sale of the first license of the Integrated
      Products listed in Schedule D, Section 1 to a Licensee is completed by
      Company, or reported by a Company Distributor, or Company Subdistributor
      to Company.

1.2   "Revenue" shall mean the total fees received by Company computed on a cash
      basis either directly from Licensees, Company Distributors or Company
      Subdistributors solely from the license and maintenance sales of
      Integrated Products identified in Schedule D, Section 2. Revenue is to be
      calculated based on the fees actually received by Company (i.e. not on
      the unit selling price) and allow for refunds, returns, and trade
      discounts, fees paid for channel compensation or sales taxes, if any, to
      the extent to which they are actually paid.

      Sliding Scale Royalty Fees are payable to EDS for the Integrated Products
      identified in Schedule D, Section 2, based on Revenue for sale of licenses
      and maintenance of the Integrated Products to Licensees. That is, the
      cumulative total of Revenue realized at the end of each of the four (4)
      calendar quarters of each year of the Term of this Agreement will be
      determined and Sliding Scale Royalty Fees will be paid to EDS within forty
      five (45) days after the end of each calendar quarter in accordance with
      the schedule set forth below. At the end of each year of the Term, Revenue
      for that year will begin at zero dollars and the process of quarterly
      payment of the Sliding Scale Royalty Fees to EDS based on Revenue for that
      year will be repeated.

<TABLE>
<CAPTION>
   Annual             Annual
   Revenue            Revenue           Base                            of Revenue
   from               to                Royalty           Plus          Over
   --------------------------------------------------------------------------------
<S>                   <C>               <C>               <C>           <C>
[* * *]
</TABLE>

[* * *]

--------------------
* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
<PAGE>
      First Six Quarters Discount - EDS agrees that for a maximum of the initial
      six (6) quarters of Sliding Scale Royalty payments made by Company to EDS,
      or (ii) such discount reaches [* * *], whichever is sooner, the Sliding
      Scale Royalty Fees will be reduced by [* * *]. Thereafter, Company will
      continue to pay EDS the full Sliding Scale Royalty Fees due.

      The above discount is contingent upon and Company shall publicly announce
      its plan to use the Parasolid Product instead of ACIS no later than the
      Daratech Conference in March 1998.

      [* * *]

<TABLE>
<S>                                                           <C>     <C>
[* * *]
</TABLE>


                                       -2-

--------------------
* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
<PAGE>
1.2.1 All Royalty Fees that are paid to Company in a currency other than U.S.
      Dollars shall be converted into U.S. Dollars at the buying rate for bank
      transfers from such currency to U.S. Dollars as quoted in the Wall Street
      Journal (Eastern Edition), at the close of banking on the last day of such
      calendar quarter (or the first business day thereafter if such last day
      shall be a Sunday or other non-business day).

1.3   "Advanced Geometry" Shall mean the creation or editing of design files
      utilizing the following functionalities currently found in the Parasolid
      Software: (a) advanced blending (includes variable radius, face,
      overflowing, cliff edge, tangent hold line, conic section); (b) hollowing
      (shelling); (c) thicken; (d) offset; (e) taper; and (f) mid surface
      creation and other functionalities that the parties may mutually agree to.

1.4   EDS and Company may mutually agree to modify the list of Integrated
      Products identified in Schedule D. All Integrated Products which utilize
      Advanced Geometry will be classified as "Mechanical Integrated Products -
      Sliding Scale Royalty Fee" for Royalty Fee purposes and placed in Schedule
      D, Section 2. All other Integrated Products (those which do not utilize
      Advanced Geometry) will be classified as "Flat Royalty Fee Integrated
      Products" and placed in Schedule D, Section 1.

1.5   Only one Royalty Fee, either Flat Royalty or Sliding Scale Royalty, shall
      apply to each Integrated Product or an Integrated Product bundled in
      conjunction with one or more Affiliated Products.

1.6   Company shall not be required to pay the Sliding Scale Royalty for
      Affiliated Products which contain the Embedded Materials, but do not
      permit the Licensee to utilize the functionality of the Embedded Materials
      (i.e. the functionality has been disabled, even though the code remains.)


                                       -3-
<PAGE>
                                   SCHEDULE G

                             THIRD PARTY CONSULTANTS

Infotech Enterprises Ltd.
Hyderabad, India

Mechanical Dynamics, Inc.
Ann Arbor, Michigan

Caema Oy
Tampere, Finland

data-M GmbH
Munich, Germany
<PAGE>
                              AMENDMENT NUMBER ONE

THIS AMENDMENT NO. 1 to Product Integration and Marketing Agreement 279CP (the
"Agreement") is entered into by and between Unigraphics Solutions Inc., a
Delaware Corporation ("UG") and Bentley Systems, Incorporated, a Delaware
Corporation ("Company"). In the event of any conflict between the provisions of
the Agreement and this Amendment, the provisions of this Amendment shall govern
as to the subject matter herein.

                                    RECITALS

WHEREAS, Electronic Data Systems Corporation ("EDS") and Company entered into
the Agreement dated October 13, 1997; and

WHEREAS, the Unigraphics Division of EDS was established as a separate
subsidiary of EDS effective January 1, 1998 named Unigraphics Solutions Inc.,
which succeeded to all of the business and assets of the Unigraphics Division of
EDS;

NOW THEREFORE, in consideration of the mutual covenants herein set forth, the
parties agree as follows:

1.    Schedule F. Section 1.1

      A.    Delete the first sentence in its entirety and replace with the
            following:

            "Company agrees to pay UG [* * *] per calendar quarter, beginning
            with the first calendar quarter of 1998, (the "Flat Royalty Fee")
            during each quarter of the Term for licensing of the Integrated
            Products identified in Schedule D, Section 1."

2.    Schedule F. Section 1.3

      A.    Delete Section 1.3 in its entirety and replace with the following:

            "Advanced Geometry" shall mean the creation or editing of solid
            models utilizing the following functionalities currently found in
            the Parasolid Software:

            (i)   advanced blending (includes variable radius, face,
                  overflowing, cliff edge, tangent hold line and conic blends);

            (ii)  hollowing (shelling) involving surfaces other than Analytic
                  Surfaces;

            (iii) thickening involving surfaces other than Analytic Surfaces;

            (iv)  offsetting involving surfaces other than Analytic Surfaces;

            (v)   tapering;

            (vi)  mid surface creation; and

            (vii) other functionalities that the parties may mutually agree to.

--------------------
* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
<PAGE>
            For the purposes of this Section, "Analytic Surfaces" shall mean
            only planar, cylindrical, spherical, conical and toroidal surfaces.

            The creation or editing of surface ("Sheet") models using (i)
            advanced blending and (ii) offsetting shall not be classified as
            Advanced Geometry."

All other terms of the basic Agreement 279CP remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
signed by their duly authorized representatives.



Company: Bentley Systems, Incorporated     Unigraphics Solutions Inc.

Signature:  /s/ Gregory S. Bentley         Signature:  /s/ Tony Affuso
          ----------------------------               ---------------------------

Name:  Gregory S. Bentley                  Name:  Tony Affuso
     ---------------------------------          --------------------------------

Title:  President                          Title:  VP of Dev & Mkting
      --------------------------------           -------------------------------

Date:  2/19/98                             Date:  2/27/98
     ---------------------------------          --------------------------------


                                      -2-
<PAGE>
                              AMENDMENT NUMBER TWO

THIS AMENDMENT NO. 2 to Product Integration and Marketing Agreement 279CP (the
"Agreement") is entered into by and between Unigraphics Solutions Inc., a
Delaware Corporation ("UGS") and Bentley Systems, Incorporated, a Delaware
Corporation ("Company"). In the event of any conflict between the provisions of
the Agreement including any prior amendments thereto and this Amendment, the
provisions of this Amendment shall govern as to the subject matter herein. This
Amendment No. 2 shall be effective as of September 1, 1998.

                                    RECITALS

WHEREAS, Electronic Data Systems Corporation ("EDS") and Company entered into
the Agreement dated October 13, 1997;

WHEREAS, UGS was established as a separate subsidiary of EDS effective January
1, 1998 which succeeded to all of the business and assets of the Unigraphics
Division of EDS;

WHEREAS, EDS assigned the Agreement to UGS;

WHEREAS, Company and UGS previously modified the Agreement by Amendment Number
One effective as of February 27, 1998 ("Amendment #1");

WHEREAS, Company and UGS desires to make further modifications to the Agreement;
and

NOW THEREFORE, in consideration of the mutual covenants herein set forth, the
parties agree as follows:

1.    Schedule F. Section 1.1

      A.    Delete in its entirety (including changes made by Amendment #1) and
            replace with the following:

      "On or before October 31, 1998, Bentley shall pay UGS [* * *].
      Effective January 1, 1999, and each year throughout the Term, Bentley
      shall pay UGS an Annual Royalty Fee calculated in accordance with the
      following formula:

      [* * *]

      Where:

            [* * *]

--------

[* * *] -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

<PAGE>
            [* * *]


      Company shall pay the Annual Royalty Fee calculated for a particular Year
      in four (4) equal installments payable thirty (30) days after the end of
      each calendar quarter during the Year. Along with such payments, Company
      will report the total number of Installed Seats. All references in the
      Agreement to a Flat Royalty Fee shall be replaced with Annual Royalty Fee.

            Example calculation of the Annual Royalty Fee:

            [* * *]

2.    Schedule F. Section 1.2

      A.    In the first paragraph, first sentence, replace "and maintenance
            sales" following "from the license" with "and/or upgrades."

      B.    Delete the second paragraph to the end of Section 1.2 and replace it
            as follows:

            1.    "Sliding Scale Royalty Fees"

                  Sliding Scale Royalty Fees for the Integrated Products
                  identified in Schedule D, Section 2, shall be based on Revenue
                  received by Company. For purposes of clarity, no Sliding Scale
                  Royalty Fees will be paid on fees generated by Company's
                  software maintenance and support programs (including but not
                  limited to SELECT Support). Sliding Scale Royalty Fees shall
                  also not be due on "Platform Swaps" whereby one of Company's
                  Licensees exchanges an Integrated Product it has previously
                  licensed from Company for another Integrated Product. Company
                  can elect not to charge for Integrated Product upgrades, and
                  in such event no Royalty Fee will be due UGS in association
                  with such upgrade.

--------

[* * *] -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.



                                       -2-
<PAGE>
                  Notwithstanding the above, Company agrees that it shall
                  actively promote the sales of its Integrated Products that
                  contain Advanced Geometry and that Company shall not
                  deliberately try to reduce the initial sales of its Integrated
                  Products that contain Advanced Geometry and increase the sales
                  of its Based Products by recommending that its Licensees use a
                  Platform Swap instead of initially licensing its Integrated
                  Products that contain Advanced Geometry.

[* * *]


3.    All other terms of the basic Agreement 279CP remain unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be signed by
their duly authorized representatives.



Company: Bentley Systems, Incorporated   Unigraphics Solutions Inc.


Signature:  /s/ Gregory S. Bentley       Signature:  /s/ Tony Affuso
          ----------------------------             -----------------------------

Name:  Gregory S. Bentley                Name:  Tony Affuso
     ---------------------------------        ----------------------------------

Title:  President                        Title:  VP of Products & Operations
      --------------------------------         ---------------------------------

Date:  9/22/98                           Date:  Sept. 23 '98
     ---------------------------------        ----------------------------------

--------

[* * *] -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


                                      -3-
<PAGE>
                             AMENDMENT NUMBER THREE

THIS AMENDMENT NO. 3 to Product Integration and Marketing Agreement 279 CP (the
"Agreement") is entered into by and between Unigraphics Solutions Inc., a
Delaware Corporation ("UGS"), as successor in interest to the Electronic Data
Systems Corporation ("EDS"), and Bentley Systems, Incorporated, a Delaware
Corporation ("Company") is entered into as of May 31, 2000. In the event of any
conflict between the provisions of the Agreement including any prior amendments
thereto and this Amendment, the provisions of this Amendment shall govern as to
the subject matter herein.

                                    RECITALS

WHEREAS, EDS assigned the Agreement to UGS;

WHEREAS, Company and UGS previously modified the Agreement by amendments numbers
one and two, effective respectively on February 27, 1998, and September 1, 1998;

WHEREAS, Company and UGS desire to make further modifications to the Agreement;
and

NOW THEREFORE, in consideration of the mutual covenants herein set forth, the
parties agree as follows:

      1.    Remove MicroStation Modeler from Section 2 of Schedule D and add it
            to Section 1 of Schedule D.

      2.    Insert at the bottom of Schedule D the following language:
            "References to MicroStation, MicroStation V.5, MicroStation J, and
            the like shall in no way be construed as limiting the terms of this
            license to those particular versions of MicroStation products, but
            shall be construed to also include any new releases, upgrades and
            updates of the listed MicroStation products."

      3.    Add the following wording at the end of the first paragraph of
            Section 1.1 of Schedule F as modified by Amendment number one:

            "It is agreed by the parties that the Royalty Fee due for the
            Integrated Product MicroStation Modeler shall be a flat fee of
            [* * *] per annum payable quarterly in advance, provided however
            that Company shall report the number MicroStation Modeler licenses
            issued during each period to UGS together with payment of quarterly
            amounts due. The parties agree to enter into good faith negotiations
            to modify the Royalty Fee for MicroStation Modeler in the event that
            (i) the MicroStation Modeler revenue comprises more than fifteen
            (15) percent of Company's global revenue or (ii) a new mechanical
            CAD product is added to the list of Integrated Products under
            Schedule D subsection 2."

--------

[* * *] -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

<PAGE>
      4.    Modify the last sentence of Section 1.4 of Schedule F to read as
            follows:

            "The Royalty Fees for all Integrated Products other than those
            listed in Schedule D shall be negotiated between the parties in good
            faith."

      5.    UGS grants to Company and Company accepts the right to use Advanced
            Geometry in any Integrated Product.

All other terms of the Agreement and amendments one, two and three thereto
remain unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment number three to be
signed by their duly authorized representatives.



Company: Bentley Systems, Incorporated    Unigraphics Solutions Inc.


By:  /s/ Greg Bentley                     By:  /s/ Don Vossler
   -----------------------------------       -----------------------------------

Name:  Greg Bentley                       Name:  Don Vossler
     ---------------------------------         ---------------------------------

Title:  President                         Title:  Director, PS Bus. Dev.
      --------------------------------          --------------------------------

Date:  5/31/00                            Date:  6/5/00
     ---------------------------------         ---------------------------------


                                      -2-