<PAGE>   1
                                                                  EXHIBIT 10.27

                                 PROMISSORY NOTE


$18,000                                                           March 18, 1996


     For value received, I, Douglas P. Smith ("Employee"), promise to pay to
Computervision Corporation ("Company"), or order, at 100 Crosby Drive, Bedford,
Massachusetts, the principal sum of Eighteen Thousand dollars ($18,000), without
interest, on or after April 15, 1999 (the "Maturity Date") or such other date as
shall be required upon the occurrence of any of the following events ("Mandatory
Prepayment Events"):

     (1) RECEIPT OF AN OVER ACHIEVEMENT BONUS: In the event Employee shall be
awarded an over achievement bonus under the Company's Management Incentive Plan,
the Company shall have the right to apply the full amount of such over
achievement bonus, on a first dollar basis, to the repayment of any unpaid
principal balance due hereunder; or

     (2) GAIN FROM THE EXERCISE OF STOCK OPTIONS: In the event that the Employee
shall recognize a gain from the sale of Common Stock of the Company acquired by
the Employee upon the exercise of any stock options granted to him, Employee
shall apply the full amount of such gain, on a first dollar basis, to the
repayment of any unpaid principal balance due hereunder within ten (10) days of
such sale; or

         (3) TERMINATION OF EMPLOYMENT: The Employee agrees to pay in full any
outstanding principal amount due hereunder immediately upon voluntary
termination of employment or in the event his employment is terminated for
cause, and, in such event, the Company shall have the right to apply, on a first
dollar basis, any amounts due to Employee upon such termination to the repayment
of any principal amounts due hereunder. In the event the employment of the
Employee is involuntary terminated (other than for cause), all amounts then due
and payable hereunder shall be deemed waived (other than to the extent that such
amounts may be repaid under the provisions of Paragraph 2 above).

     In any event, all amounts due and payable hereunder shall be paid on the
Maturity Date.

     The outstanding balance of principal due hereunder may be prepaid in full
or part at any time after the date hereof, without any prepayment penalty.

     In case any default shall occur in the performance by Employee of any
covenant or promise contained herein, including, without limitation, any
payments due upon the occurrence of any Mandatory Prepayment Event, the Company
shall have the right, upon written demand to the Employee, to accelerate this
Note and, in such event, the entire outstanding principal balance advanced

<PAGE>   2

and remaining due hereunder with interest, if any, together with other charges
as may be due hereunder, shall be then due and payable. The Company shall have
the right to offset such balance against amounts otherwise due Employee.

     Employee agrees to pay all reasonable charges of the Company in connection
with the collection and enforcement of this Note, including attorneys' fees.
Employee hereby waives presentment, demand and notice.

     This Note shall have the effect of an instrument under seal.




/s/ Jack Lane                                              /s/ Douglas P. Smith
-------------                                              --------------------
Witness                                                    Douglas P. Smith


<PAGE>   3



                                 PROMISSORY NOTE


$10,000                                                            June 24, 1996


     For value received, I, Douglas P. Smith ("Employee"), promise to pay to
Computervision Corporation ("Company"), or order, at 100 Crosby Drive, Bedford,
Massachusetts, the principal sum of Ten Thousand dollars ($10,000), without
interest, on or after April 15, 1999 (the "Maturity Date") or such other date as
shall be required upon the occurrence of any of the following events ("Mandatory
Prepayment Events"):

     (1) RECEIPT OF AN OVER ACHIEVEMENT BONUS: In the event Employee shall be
awarded an over achievement bonus under the Company's Management Incentive Plan,
the Company shall have the right to apply the full amount of such over
achievement bonus, on a first dollar basis, to the repayment of any unpaid
principal balance due hereunder; or

     (2) GAIN FROM THE EXERCISE OF STOCK OPTIONS: In the event that the Employee
shall recognize a gain from the sale of Common Stock of the Company acquired by
the Employee upon the exercise of any stock options granted to him, Employee
shall apply the full amount of such gain, on a first dollar basis, to the
repayment of any unpaid principal balance due hereunder within ten (10) days of
such sale; or

     (3) TERMINATION OF EMPLOYMENT: The Employee agrees to pay in full any
outstanding principal amount due hereunder immediately upon voluntary
termination of employment or in the event his employment is terminated for
cause, and, in such event, the Company shall have the right to apply, on a first
dollar basis, any amounts due to Employee upon such termination to the repayment
of any principal amounts due hereunder. In the event the employment of the
Employee is involuntary terminated (other than for cause), all amounts then due
and payable hereunder shall be deemed waived (other than to the extent that such
amounts may be repaid under the provisions of Paragraph 2 above).

     In any event, all amounts due and payable hereunder shall be paid on the
Maturity Date.

     The outstanding balance of principal due hereunder may be prepaid in full
or part at any time after the date hereof, without any prepayment penalty.

     In case any default shall occur in the performance by Employee of any
covenant or promise contained herein, including, without limitation, any
payments due upon the occurrence of any Mandatory Prepayment Event, the Company
shall have the right, upon written demand to the Employee, to accelerate this
Note and, in such event, the entire outstanding principal balance advanced

<PAGE>   4

and remaining due hereunder with interest, if any, together with other charges
as may be due hereunder, shall be then due and payable. The Company shall have
the right to offset such balance against amounts otherwise due Employee.

     Employee agrees to pay all reasonable charges of the Company in connection
with the collection and enforcement of this Note, including attorneys' fees.
Employee hereby waives presentment, demand and notice.

     This Note shall have the effect of an instrument under seal.



/s/ John F. Lane                                           /s/ Douglas P. Smith
----------------                                           --------------------
Witness                                                    Douglas P. Smith



<PAGE>   5

[COMPUTERVISION LOGO]                                Computervision Corporation
                                                     100 Crosby Drive
                                                     Bedford, MA -1730-1480
                                                     Telephone: (617) 275-1800




September 25, 1996


Douglas Smith
6 Hill Road
Ross, CA  94957

Dear Doug:

You are hereby notified as of September 27, 1996 (the "Termination Date") that
your employment with Computervision Corporation (the "Company") is being
terminated. The Termination Date will be your last day worked for Computervision
as an Employee.

As you are aware, your employment with the Company and the Company's Code of
Conduct obligate you, among other things, not to disclose or use any
Confidential Company Information acquired as a result of your employment with
the Company.

Confidential Company Information includes, but is not limited to, information
which relates to the Company's past, present and future research, development
and business activities, except to the extent it is publicly known from sources
who have neither misappropriated such information nor breached any obligation of
confidentiality to the Company. Confidential Company Information does not
include your general technical skills and accumulated experience.

The Company wishes specifically to call to your attention the following classes
of Confidential Company Information with the understanding that is it by no
means an all-inclusive listing:

- The contents, plans and schedules of the Company's future software and
hardware product ("Company Product(s)") offerings.

- The costs, revenues and profitability of current Company Product offerings.

- The contents of the Company's business plans, including, without limitation,
strategic and operating plans.

- The design, attributes, features, and technical details of Company Products.

- Your knowledge of the Company's customers and suppliers, its customer and
supplier relationships, the Company Products being used by those customers, and
the supplier products being purchased by the Company.

- Personnel plans, data and information including, without limitation, employee
lists, unique skills sets, knowledge, experience and salaries.

<PAGE>   6

- Inventions, discoveries, methods, processes and data, both technical and
non-technical.

- Plans, programs, dealings and relationships between the Company and its
various third party distribution channels.

Should you have any questions concerning whether the Company regards certain
information as confidential or whether your actions violate the Code of Conduct,
you should contact Anthony N. Fiore, Jr., Vice President and General Counsel, at
617/275-1800, extension 5073.

You hereby acknowledge and agree that:

a.   You have had access to Confidential Company Information.

b    The Company regards such information as confidential.

c.   You will not disclose or make use of any such Confidential Company
     Information without express written authorization from the Company

d.   You will conduct your affairs in such a manner so that they are not
     detrimental to the interest of the Company, its products or employees.

e.   Upon separation from the Company, you will return to the Company all
     Confidential Company Information in your possession and will not retain any
     copies.

In addition, in your employment agreement with the Company, you agreed not to
solicit or employ Company employees and not to engage in certain activities
competitive with the Company's business for one year after termination of your
employment. While we naturally assume that you will honor your obligations, we
wanted to remind you so that you will understand the Company's position on the
matter. Hopefully, this will help us both avoid any unpleasantness that may
arise from oversight on your part or failure to appreciate the seriousness with
which the Company will view any breach of your obligations.

The terms and conditions of your separation are as follows:

1.   Your accrued and unused vacation credit as of the Termination Date will be
     paid in a lump sum with your paycheck on or immediately after the
     Termination Date. You will receive your final direct paycheck on October 4,
     1996 payable through September 27, 1996.

2.   Beginning September 30, 1996 for a two-year period, you will be retained by
     the Company as a Consultant.

     Your assignment and duties will be directed by either Russell Planitzer,
     Kathleen Cote or Barry Cohen.

<PAGE>   7

     You will be paid as follows:

     o    a $25,000.00 Consultant fee for the twelve months beginning September
          30, 1996 through September 30, 1997 payable at the beginning of each
          quarter.
     o    a $25,000.00 Consultant fee for the twelve months beginning October 1,
          1997 through September 30, 1998 payable at the beginning of each
          quarter.
     o    a $200,000.00 Special Bonus for your work associated with OSS. This is
          separate and apart from your eligibility in the Computervision
          Management Incentive Bonus Plan as outlined in Section 8. This payment
          will also be made at the beginning of each quarter beginning September
          30, 1996 through September 30, 1997.

     As is our standard practice with all individually-retained consultants, you
     will be required to execute a standard consultant agreement which is
     attached. Additionally, you will be eligible to obtain consulting
     opportunities with companies other than Computervision as long as these
     assignments are not in conflict or in the competitive arena in which
     Computervision operates.

     As of July 27, 1996, the day you moved out of your apartment in Boston.
     Computervision will reimburse you for all reasonable and customary travel
     and living expenses including a rental car incurred as an employee.

     You will be required to submit a quarterly invoice prior to the beginning
     of the quarter to include your monthly retainer and any normal or customary
     business expenses, along with supported receipts for payment.

3.   If you wish to continue your medical and dental coverage beyond the
     Termination Date, you may do so for an additional 18 months pursuant to
     your rights under the Consolidated Omnibus Budget Reconciliation Act
     (COBRA) or until you become eligible for coverage under another plan,
     whichever is earlier. If you elect to continue coverage beyond your
     Termination Date, you will be responsible for paying the full cost of
     coverage.

4.   Effective as of the Termination Date, your participation in the Company
     Capital Accumulation Plan ("CAP") will cease. As a Consultant you will not
     be eligible to participate/contribute to the Plan further not will you
     receive a match for 1996.

     Your fund balances will be prepared for distribution within eight (8) weeks
     following the end of the month in which termination occurs. However, plan
     distributions after January 1, 1993 are considered taxable and will be
     subject to an automatic twenty (20) percent withholding tax unless you
     direct State Street Bank and Trust ("Plan Administrator") to make the
     distribution check payable directly to an Individual Retirement Arrangement
     ("IRA") or other qualified retirement plan. Any distribution check payable
     directly to you will require the Plan Administrator to withhold twenty (20)
     percent of the distribution as taxes. The withholding is required even if
     you roll over the distribution into an IRA or other qualified plan within
     the requisite sixty (60) day period.

     The Plan Administrator will be prepared to issue your distribution check
     payable either to you or your IRA or other qualified retirement plan upon
     your request. At the time your funds are to be distributed, the Plan
     Administrator will advise you of the options available and provide you with
     the appropriate form to execute your choice. If the total amount

<PAGE>   8

     of your account exceeds $3,500, you may leave the funds in the CAP Plan
     permanently or until you have made a distribution choice. Funds left in the
     CAP Plan would remain subject to the Cap Plan provisions.

5.   On February 19,1996 the Compensation Committee voted to modify the vesting
     of your options that would have vested in 1999 and 2000 to vest in 1997 and
     1998 respectively. Additionally, Computervision has agreed to establish a
     Consulting Agreement with you as set forth by the attached agreement.

6.   In consideration of the provisions of Paragraph 5, the adequacy of which
     you hereby acknowledge, you hereby fully, forever, irrevocably and
     unconditionally release, remise and discharge the Company, its officers,
     directors, stockholders, agents and employees from any and all claims,
     charges, complaints, demands, actions, causes of action, suits, rights,
     debts, sums of money, costs, accounts, reckonings, covenants, contracts,
     agreements, promises, doings, omissions, damages, executions, obligations,
     liabilities, and expenses (including attorneys' fees and costs), of every
     kind and nature which you ever have had or now have against the Company,
     its officers, directors, stockholders, agents and employees, including, but
     not limited to, all employment discrimination claims under Title VII of the
     Civil Rights Act of 1964, 42 U.S.C. S2000e. et seq., the Age Discrimination
     in Employment Act, 29 U.S.C. S621 et seq., and M.G.L. C. 151B S1 et seq.,
     and any other discrimination claims or wrongful discharge claims, and you
     further agree not to file any such claims, charges or actions.

7.   The release and covenant not to sue contained in this Separation Agreement
     (Paragraph 6 above) does not waive or release any rights or claims that you
     may have under the Age Discrimination in Employment Act that arise after
     the date you sign this Separation Agreement. You are strongly encouraged to
     consult with an attorney before signing this Separation Agreement. You
     understand that whether or not to do so is your decision. You further
     understand and agree that:

     a. You have executed this Separation Agreement after having had the
     opportunity to consider the issues generally addressed herein for a full
     twenty-one (21) days from the date of receipt thereof.

     b. You have carefully read and fully understand all of the provisions of
     this Separation Agreement; you understand that, through this Separation
     Agreement, you are releasing the Company from any and all claims you may
     have against it; you knowingly and voluntarily agree to all of the terms
     set forth in this Separation Agreement; and intend to be legally bound by
     this Separation Agreement; and you are hereby advised in writing to
     consider the terms of this Separation Agreement and consult with an
     attorney of your choice prior to executing this Separation Agreement; and
     you warrant that you have had a full and complete opportunity to consult
     with counsel; and you sign your name as your own free act.

     c. You hereby affirm that no other promises or agreements of any kind have
     been made to or with you by any person or entity to cause you to sign this
     Separation Agreement and you fully understand the meaning and intent of the
     release contained in Paragraph 6 above. You further agree that the Company
     shall have the right to withhold, offset, or recover from you the
     consideration paid or to be paid to you under Paragraph 6. in the event you
     file any claims, charges, or actions in violation of Paragraph 6. You
     further

<PAGE>   9

     agree that you shall have no right to revoke the release set forth in
     Paragraph 6, and that such release shall remain in full force and effect
     even if the Company so withholds, offsets or recovers such consideration.

     d. You have a full seven (7) days following the execution of this
     Separation Agreement to evoke this Separation Agreement and you have been
     and hereby are advised in writing that this Separation Agreement shall not
     become effective and enforceable until the revocation period has expired.

8.   Your 1996 Bonus eligibility is outlined as follows:

     Your Management Incentive Bonus target is 50% of your base compensation.

     o    50% of this target is related to the successful achievement of the
          Corporation's EPS goal
     o    20% of this target is related to the successful acheivement of the
          Corporation's goal of growing software revenue
     o    30% of this target is related to the successful achievement of your
          IPO's as follow:
          - 25% develop CV Corporation Tax strategy and gain acceptance by the
          Audit Committee
          - 25% complete a strategy plan for September 1, 1996 within the
          established $1.1 million budget
          - 50% successfully sell the OSS Business Unit

     Payment for the last IPO(Successfully sell the OSS Business Unit) will be
         as follows:
          - 100% of the IPO amount if sale results in $75 - $100 million in
          value
          - 150% of the IPO amount if sale results in $100 - $125 million in
          value
          - 200% of the IPO amount if sale results in greater than $125 million
          in value

9.   Currently you have an outstanding employee payable in the amount of
     $3,769.16 owed for an advance made to you for medical expenses incurred
     while you were in Germany. Additionally, during 1996, Computervision
     advanced to you, a total of $28,000.00. Both of these must be repaid to the
     Company either through, on a first dollar basis, any earned management or
     other bonus payment you receive or through the gain on the exercise of
     stock options, again on a first dollar basis.

10.  Effective as of the Termination Date you will be vested in the Company's
     Pension Plan.

11.  In exchange for the Company's promises contained in this letter, you agree
     to: (i) cooperate fully with the Company in connection with any pending or
     threatened litigation in which you are in possession of relevant facts
     and/or may be a witness; (ii) return to the Company on or before the
     Termination Date (September 27, 1996) any and all corporate credit cards,
     keys, access cards or the like issued to you; (iii) return to the Company
     on or before the Termination Date (September 27, 1996) all Company provided
     computer equipment and/or software; (iv) upon notice from the Company,
     promptly reimburse the Company for any personal expenses previously charged
     on your corporate cards, or the Company will be permitted to offset amounts
     due from your base salary payments during the Notice Period.

<PAGE>   10

12.  It is understood and agreed by both parties that the release contained in
     this Separation Agreement does not constitute an admission of liability or
     wrongdoing by either party.

13.  The terms and conditions set forth herein and the content of discussions
     resulting in this Separation Agreement are confidential and may not be
     disclosed by you to any third party without express written consent of the
     Company, except for your attorney and/or tax advisor, your spouse, or as
     may be required by law, statute or regulation.

14.  Upon the occurrence of any violation by you of the provisions set forth in
     this Separation Agreement, your employment agreement and/or your
     obligations under the Code of Conduct, the Company may elect to consider
     any or all Company obligations under this Separation Agreement null and
     void, may elect to seek damages or injunctive relief for any breach of
     confidentiality, or other such obligations or both. However, any suits or
     proceedings brought by you to enforce the payment provisions and other
     obligations of the Company as set forth in this Separation Agreement shall
     not be a breach or violation by you.

15.  This Separation Agreement constitutes the complete understanding between
     you and the Company regarding the payment and benefits terms of your
     separation and supersedes any and all prior or contemporaneous agreements,
     promises, or inducements, no matter what the form, concerning this matter.
     Without limitation, the consideration provided herein shall be in lieu of
     notice and benefits under the standard United States Separation
     Notification Policy. No promises or agreements, modifications or changes
     made subsequent to the execution of this Separation Agreement shall be
     binding unless reduced to writing and signed by authorized representatives
     of both parties.

If the above is acceptable to you, kindly sign the original and a copy of this
Separation Agreement where indicated below and return the copy to me within
twenty-two (22) days of your receipt.

Sincerely,

COMPUTERVISION CORPORATION


/s/ Jack Lane/ prb
--------------------------
Jack Lane
Vice President Human Resources


Agreed and Accepted:


/s/ Doug Smith                               October 20, 1996
--------------                               ----------------
Doug Smith                                   Date

<PAGE>   11


                              CONSULTANT AGREEMENT
                     FOR SERVICES PROVIDED TO COMPUTERVISION

AGREEMENT made this 14th day of October, 1996, (hereinafter the "Effective
Date") by and between Douglas P. Smith with principal offices at 6 Hill Road,
Ross, CA 94957 (hereinafter "Service Provider") and Computervision Corporation,
a Delaware corporation with principal offices at 100 Crosby Drive, Bedford,
Massachusetts 01730 (hereinafter "Computervision").

WHEREAS, Computervision is engaged in the design, development, reproduction and
distribution of computer software; and desires to obtain the services of Service
Provider from time to time; and

WHEREAS, the services may be provided for Computervision or for a third party
customer of Computervision (hereinafter "Third Party").

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

1.   SCOPE OF WORK

     Service Provider shall perform such services with regard to strategy and
     special projects (the "Services") as may be assigned by Russell Planitzer,
     Barry Cohen and/or Kathleen Cote.

2.   TERM OF AGREEMENT

     This Agreement shall commence on the effective date and continue in full
     force and effect for an initial period of twenty-four (24) months.
     Thereafter this Agreement shall renew automatically for successive twelve
     month periods unless terminated by notice from either party at least thirty
     days prior to such renewal or terminated under Section 9.

3.   PURCHASE ORDERS

     From September 30, 1996 through September 30, 1997, Service Provider will
     be paid a quarterly retainer of $6,250.00 per quarter ($25,000 when
     annualized). From October 1, 1997 through September 30, 1998, Service
     Provider shall be paid a quarterly retainer of $6,250.00 per quarter
     ($25,000 when annualized).

     Service Provider will be reimbursed for reasonable travel and living
     expenses incurred in providing Services.

4.   SERVICE PROVIDER PERSONNEL

4.1  This is a personal service contract. Service Provider shall perform
     Services only personally.

                                       1
<PAGE>   12

5.   CONFIDENTIALITY

5.1  During the term of this Agreement, Computervision and/or the Third Party
     may disclose to Service Provider, or Service Provider may obtain access to,
     develop, or create, proprietary and confidential information or material
     concerning or related to Computervision's and/or the Third Party's
     manufacturing processes, services, products, or general business
     operations. Such information or material includes, but is not limited to,
     discoveries, inventions, research, improvements, or deficiencies regarding
     Computervision's and/or the Third Party's products or services,
     transactional profits, pricing and discount methods, employee lists,
     software code, programmer documentation, software algorithms, software
     development, testing and diagnostic techniques, customer lists and
     identifications, and any information designated or overtly treated by
     Computervision as confidential. ("Information"). However, "Information"
     shall not include any information which (a) is or becomes publicly known
     through no wrongful act or omission by Service Provider; (b) is known by
     Service Provider without any proprietary restrictions at the time of
     receipt of such Information from Computervision and/or the Third Party; or
     (c) becomes rightfully known by Service Provider without proprietary
     restrictions from a source other than Computervision or the Third Party.

5.2  Service Provider acknowledges the confidential and proprietary character of
     the Information and agrees that the Information is the exclusive and
     valuable property of Computervision and/or the Third Party. Accordingly,
     Service Provider agrees not to reproduce any of the Information except as
     necessary to perform services hereunder, and not to divulge all or any part
     of the Information to any third party, either during or after the term of
     this Agreement. Service Provider will only use the Information in order to
     perform the services and in accordance with Computervision's instructions
     and no further use of the Information, in whole or in part, will be made by
     Service Provider.

5.3  Service Provider shall not (i) disclose to any third parties the existence
     or contents of this Agreement or (ii) use Computervision's or the Third
     Party's name in any externally used document, without the prior written
     consent of Computervision.

6.   INVENTIONS AND WORKS OF AUTHORSHIP; LICENSE TO PREEXISTING MATERIALS

6.1  All computer software and documentation, databases. reports and other
     copyrightable materials, product designs, inventions, discoveries,
     developments and improvements written, invented, made or conceived by
     Service Provider in the course of or arising out of the services performed
     hereunder (hereafter "Work Product") shall become and remain the sole and
     exclusive property of Computervision. Service Provider shall promptly
     notify Computervision in writing of all such Work Product. All
     copyrightable materials, including software and computer programs, produced
     by Service Provider in rendering services hereunder shall be deemed "works
     made for hire" under applicable copyright law. Service Provider hereby
     transfers and assigns to Computervision all right, title and interest in
     and to all Work Product including all copyrights and patent rights whether
     or not copyright or patent applications are filed thereon. Upon request and
     at the expense of Computervision, Service Provider will, from time to time
     during and after the term of this Agreement, make or assist in applications
     upon such Work Product through attorneys and representatives designated by
     Computervision for

                                       2
<PAGE>   13

     copyright and/or patent in the United States and in all other countries
     and shall assign such applications to Computervision.

6.2  In consideration of the sum of $10 and the opportunity to provide
     consulting services hereunder, Service Provider for itself and its
     employees and successors hereby waives and agrees not to assert or act upon
     any moral rights or author's rights with respect to the Work Product,
     including without limitation any rights of paternity, integrity, and
     disclosure.

6.3  Service Provider shall obtain any necessary agreements from its employees
     to effect the foregoing. Notwithstanding the above, Service Provider shall
     not be precluded in any way from using any generalized technical knowledge
     or expertise developed by Service Provider during its performance of the
     services hereunder.

6.4  Service Provider hereby grants to Computervision the non-exclusive,
     worldwide, royalty-free right to copy and use internally, any and all
     versions of any pre-existing software, documentation, or other materials
     provided by Service Provider to Computervision during the course of
     rendering services hereunder ("Service Provider Materials"). Such right and
     license includes use by Computervision and its majority-owned subsidiaries,
     through their employees and onsite independent contractors. Such license to
     use shall include use by Computervision and subsidiary personnel for
     problem determination and consulting to Computervision's customers at
     Computervision customer sites, but shall not include the right to provide
     or license Service Provider Materials to such customer for the customer's
     own use.

7.   INDEMNIFICATION/LIMITATION OF LIABILITY

7.1  Service Provider agrees to take all necessary precautions to prevent injury
     to any persons or damage to property during the term of this Agreement and
     performance of Services hereunder and shall indemnify and save
     Computervision harmless against all claims, loss, damage to persons or
     property, and expense (including reasonable attorneys' fees) (i) resulting
     from (a) any act or failure to act on the part of Service Provider in
     performing Services, or (ii) relating to claims by or damage or injury to
     Service Provider, except to the extent that any such claim, loss damage or
     expense is due directly to the negligence of Computervision.

7.2  Service Provider will indemnify and hold Computervision and/or the Third
     Party harmless from and against any and all damages, expenses (including
     reasonable attorneys' fees), claims, judgments, liabilities and costs
     arising out of any action or claim for infringement of a patent, copyright,
     trademark, trade secret or other third party proprietary right with respect
     to the services and products delivered by Service Provider under this
     Agreement.

7.3  Except for wrongful disclosure of confidential information or infringement
     of the other party's intellectual property rights, neither party shall be
     liable for any special, indirect, incidental, or consequential damages of
     any kind, even if it was aware of the possibility of such damages.

                                       3
<PAGE>   14

8.   TERMINATION

8.1  Computervision may terminate this Agreement, without further payment to
     Service Provider) (i) if the Service Provider neglects or fails to perform
     or observe any of its obligations hereunder and a cure is not effected
     within seven (7) days following its receipt of a termination notice issued
     Computervision.

9.   NOTICE

     Notices hereunder shall be in writing and sent to the address of the
     other party set forth on page one above, to the attention of the person
     or office indicated below. Such notices shall be sent via fax or
     express or first class mail to:

            Service Provider
            Douglas P. Smith
            6 Hill Road
            Ross, CA 74957

            Computervision Corporation
            Attention:General Counsel

10.  REPRESENTATIONS OF AUTHORITY

     Service Provider hereby represents that (i) it has all licenses, permits,
     and authorizations necessary and has obtained all approvals from any
     government office, board of directors or shareholders necessary to carry
     out the services and related activities and to comply with the terms of
     this Agreement, and (ii) if Service Provider is to be paid outside its
     headquarters country, it has all approvals, licenses, permits and
     authorizations necessary to open and maintain a foreign currency bank
     account outside its headquarters country and to accept payment for its
     services in or outside its headquarters country in hard currency or its
     country's currency.

11.  COMPLIANCE WITH EXPORT, IMMIGRATION AND OTHER LAWS.

11.1 Service Provider acknowledges that Information and Work Product is
     restricted by law of the United States Government and other governments
     from export and import to certain countries and certain organizations and
     individuals, and agrees to comply with such laws. Service Provider agrees
     that no Information or Work Product or portion thereof will be exported or
     re-exported by Service Provider, except to Computervision in the United
     States or as Computervision otherwise directs. In performing any activities
     hereunder, Service Provider agrees to comply with the U.S. Foreign Corrupt
     Practices Act and all applicable laws and regulations of the United States
     and any other government with jurisdiction over Service Provider.

11.2 Service Provider (individual or firm) warrants that any employee of Service
     Provider offered to Computervision hereunder for work in the United States
     is authorized to work in the United States, according to the Immigration
     Reform and Control Act (IRCA). Service Provider also certifies that it has
     on file a validly completed Federal Form I-9 (Employment Eligibility
     Verification) for each such offered employee and will provide a certified
     copy of said form to Computervision upon Computervision's request.

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12.  GENERAL TERMS

12.1 This Agreement supersedes all prior written or oral agreements and
     understandings between the parties and may not be changed unless mutually
     agreed upon in writing by both parties. In the event any provision of this
     Agreement is found to be legally unenforceable, such unenforceability shall
     not prevent enforcement of any and all other provisions of the Agreement.
     The waiver or failure of either party to exercise in any respect any right
     provided for herein shall not be deemed a waiver of that right in any other
     circumstances or a waiver of any further rights.

12.2 Service Provider is an independent contractor and is neither an agent nor
     an employee of Computervision and is not authorized to act on behalf of
     Computervision and shall not attempt to do so. Service Provider shall not
     assign this Agreement or delegate or subcontract any of its obligations
     hereunder, without the prior written consent of Computervision.

12.3 In the event the services provided hereunder have been subcontracted to
     Service Provider by Computervision to fulfill Computervision's obligation
     to provide services to Computervision's customer ("Customer"), Service
     Provider shall not enter into a an arrangement directly with Customer to
     provide similar such services during the term of this Agreement and for one
     year after its termination, without the prior written consent of
     Computervision.

12.4 This Agreement shall be governed by the laws of the Commonwealth of
     Massachusetts, except those laws relating to conflict or choice of laws.
     The state and federal courts located in Massachusetts shall have
     nonexclusive jurisdiction of all matters and disputes arising under this
     Agreement or in connection with the Work Product or services performed
     hereunder.


12.5 Sections 5, 6, 7 and 12.3 shall survive termination or expiration of this
     Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Purchased Services
Agreement effective the day and year first above written.


SERVICE PROVIDER                            COMPUTERVISION CORPORATION
Douglas P. Smith


By: /s/ Douglas P. Smith                    By: /s/ Jack Lane
   ---------------------                       --------------
Name: Douglas P. Smith                      Name: Jack Lane

Title:                                      Title: VP of Human Resources
     -------------------                          ----------------------


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