Exhibit 10.2

                        ADDENDUM TO EMPLOYMENT AGREEMENT


         THIS ADDENDUM TO EMPLOYMENT  AGREEMENT  ("Agreement")  is entered into
as of August 2, 1999 by and between Jerome M. Behar ("Employee") and Engineering
Animation, Inc. ("EAI"), a Delaware corporation.

         RECITALS

         WHEREAS,  EAI is in the business of providing  enterprise-wide  process
management,  collaboration,  communication  and  analysis  solutions,  producing
interactive  multimedia  products for various  markets,  and conducting  various
other activities associated therewith (the "Business"); and

         WHEREAS,  EAI  has  employed  Employee  as  Vice  President  and  Chief
Financial Officer and Employee agreed to be so employed by EAI.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                    AGREEMENT

1.       Termination Other Than for Cause or Good Reason.

         (a) EAI may terminate  Employee's  employment at any time for any or no
reason, and Employee may terminate employment with EAI at any time for any or no
reason.  If Employee's  employment is terminated by EAI other than for Cause (as
defined in Section 4 hereof) or Employee terminates employment with EAI for Good
Reason (as defined in Section 1(b) hereof) (the date of any such  termination is
referred  to herein as the  "Termination  Date"),  Employee  shall,  subject  to
Section  1(b)-(d)  hereof,  be  entitled to receive  compensation,  payable in a
single payment not later than thirty (30) days following the  Termination  Date,
in an amount equal to the sum of (i) and (ii) below, in lieu of any compensation
other than as stated in this Agreement:

                  (i) an amount equal to Employee's  total base salary  received
         for  the  twelve  (12)  calendar  months   immediately   preceding  the
         Termination Date; and

                  (ii) an amount  equal to the annual  bonus paid to Employee in
         respect of the last calendar year for which  Employee  received a bonus
         prior to the Termination Date.



         In addition, Employee shall be entitled to receive:

                  (iii) all  unpaid  amounts,  as of the  Termination  Date,  in
         respect of any bonus for any  calendar  year  ending on or prior to the
         Termination Date which would have been payable had Employee remained in
         employment  until the date such amount would  otherwise  have been paid
         and, with respect to the calendar year in which such  Termination  Date
         occurs,  an amount  equal to (X) the annual  bonus paid to  Employee in
         respect of the last calendar year for which  Employee  received a bonus
         prior  to the  Termination  Date,  multiplied  by (Y) a  fraction,  the
         numerator  of which is the  number  of days  between  January  1 of the
         calendar year in which the Termination  Date occurs and the Termination
         Date and the  denominator of which is 365,  payable in a single payment
         concurrent  with the payment of the amounts due under  Section  1(a)(i)
         and (ii) hereof;

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                  (iv) any  payment  deferred  by  Employee,  together  with any
         applicable  interest  or other  accruals  thereon,  payable in a single
         payment  concurrent  with the payment of the amounts due under  Section
         1(a)(i) and (ii) hereof;

                  (v) employee  benefit  plans and programs  (including  without
         limitation,  profit sharing,  cafeteria and health  insurance plans, as
         maintained  from  time to time for EAI  employees  to the  extent  that
         Employee's  position,  tenure,  compensation,  age,  health  and  other
         qualifications make Employee eligible to participate) that were paid to
         Employee  during the  twelve  (12)  months  immediately  preceding  the
         Termination Date shall continue to be paid out in accordance with their
         terms for twelve (12) months following the Termination Date;  provided,
         however,  if Employee is provided with similar  coverage by a successor
         employer,  any such  coverage by EAI shall be reduced,  with respect to
         amounts  payable  hereunder,  by  the  benefits  actually  provided  to
         Employee  under  any  similar  plan  or  coverage  by any  unaffiliated
         successor employer; and

                  (vi) automobile  allowance payments,  if any, in the amount of
         such  payments  payable to  Employee as of the  Termination  Date shall
         continue to be paid for twelve (12) months  following  the  Termination
         Date.

         If subsequent to a  termination  of employment  under this Section 1(a)
Employee shall die or suffer a Permanent  Disability (as herein  defined),  such
death or Permanent  Disability  shall not diminish the rights of Employee or the
Employee's  beneficiaries  or  successors  to the  payments and benefits of this
Section 1(a).

         (b) For purposes of this Agreement, "Good Reason" shall mean any of the
following (without Employee's express prior written consent):

                  (i) the  assignment to Employee by EAI of duties  individually
         or in the aggregate,  materially inconsistent with Employee's position,
         title or office  immediately prior to such assignment,  or any material
         reduction by EAI of such duties or  responsibilities  or any removal of
         Employee from or any failure to elect or re-elect  Employee to any such
         positions,  except in connection with Employee's  promotion to a higher
         position,  or the termination of Employee's  employment for Cause or by
         Employee other than for Good Reason;

                  (ii) a  reduction  by EAI in  Employee's  salary,  a  material
         reduction or  elimination  of Employee's  perquisites  of office (other
         than a reduction or elimination of such perquisites generally available
         to senior  management  employees of EAI) or a substantial  reduction or
         elimination of Employee's  aggregate  employee benefits as in effect at
         the time this Agreement is entered into or as the same may be increased
         from time to time during the term of this Agreement;

                  (iii)    a  change  in the  location  by more  than 50  miles
         at  which  Employee's  services  are to be performed;

                  (iv)  any  material  breach  by  EAI of  any  provision  of an
         employment agreement, if any, with Employee;

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                  (v) a "Change of  Control"  shall  occur.  For this  purpose a
         "Change  of  Control"  shall be deemed  to have  occurred  if:  (A) any
         "person"  (as such  term is used in  Sections  13(d)  and  14(d) of the
         Securities  Exchange  Act of 1934,  as amended (the  "Exchange  Act")),
         other than a trustee or other  fiduciary  holding  securities  under an
         employee benefit plan of EAI, is or becomes the "beneficial  owner" (as
         defined in Rule 13d-3 under the Exchange Act),  directly or indirectly,
         of securities of EAI  representing  25% or more of the combined  voting
         power of EAI's then outstanding securities; or (B) during any period of
         twenty-four  consecutive  months (not including any period prior to the
         execution of this Agreement),  individuals who at the beginning of such
         period  constitute  the Board of  Directors of EAI and any new director
         (other than a director  designated  by a person who has entered into an
         agreement with EAI to effect a transaction  described in clauses (A) or
         (C) of this subsection) whose election by the Board of Directors of EAI
         or nomination for election by EAI's stockholders was approved by a vote
         of at least two-thirds of the directors then still in office who either
         were  directors  at the  beginning  of the period or whose  election or
         nomination  for election  was  previously  so  approved,  cease for any
         reason to constitute a majority thereof; or (C) the stockholders of EAI
         approve a merger or  consolidation  of EAI with any other  corporation,
         other than a merger or  consolidation  which would result in the voting
         securities of EAI outstanding  immediately prior thereto  continuing to
         represent  (either by remaining  outstanding or by being converted into
         voting securities of the surviving entity) at least 70% of the combined
         voting power of the voting  securities of EAI or such surviving  entity
         outstanding  immediately  after  such  merger  or  consolidation,   the
         stockholders  of EAI approve a plan of complete  liquidation  of EAI or
         the   stockholders  of  EAI  approve  an  agreement  for  the  sale  or
         disposition by EAI of all or substantially all of EAI's assets.

         (c)  Employee's  Termination  Date must  occur no later than sixty (60)
days after the  occurrence  of an event  defined as Good  Reason  under  Section
1(b)(i)-(iv)  of this  section or no later than  twelve  (12)  months  after the
occurrence  of an event  defined as Good Reason  under  Section  1(b)(v) of this
Section.

         (d) If any payments under this Agreement, after taking into account all
other  payments to which Employee is entitled from EAI, are more likely than not
to result in a loss of a  deduction  to EAI by  reason  of  Section  280G of the
Internal Revenue Code of 1986 or any successor  provision to that section,  such
payments  shall  be  reduced  to the  extent  required  to  avoid  such  loss of
deduction.  Employee shall be entitled to select the order in which payments are
to be reduced  in  accordance  with the  preceding  sentence.  If  requested  by
Employee, EAI shall provide complete compensation and tax data on a timely basis
to Employee and to an accounting or law firm  designated by Employee in order to
enable Employee to determine the extent to which payments from EAI may result in
a loss of a deduction,  and EAI shall reimburse Employee for any reasonable fees
and expenses  incurred by Employee for such  purpose.  If Employee and EAI shall
disagree as to whether a payment under this Agreement is more likely than not to
result in the loss of a deduction, the matter shall be resolved by an opinion of
tax counsel  chosen by EAI's  independent  auditors.  EAI shall pay the fees and
expenses of such counsel and shall make  available  such  information  as may be
reasonably  requested by such  counsel to prepare the opinion.  If, by reason of
the  limitations  of this  subsection,  the maximum  amount  payable to Employee
cannot be determined  prior to the due date for such  payment,  EAI shall pay on
the due date the minimum amount which it in good faith  determines to be payable
and  shall  pay the  remaining  amount,  with  interest  at a  rate,  compounded
semi-annually,  equal to 120% of the applicable  federal rate  determined  under
Section 1274(d) of the Internal  Revenue Code of 1986, as soon as such remaining
amount is determined in accordance with this subsection.

         (e) Employee shall not be required to mitigate damages or the amount of
any payment  provided for under this  Agreement by seeking  employment  with any
other  employer  (whether as an employee of or  independent  contractor for such
other  employer)  after  Employee's  termination  of  employment.

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2.  Permanent Disability.

         (a) If Employee becomes totally and permanently disabled (determined as
provided  below)  during  Employee's  employment,  employee's  employment  shall
terminate as of the date such  permanent  disability is  determined  ("Permanent
Disability").  Employee shall be considered permanently disabled for purposes of
this Agreement if Employee is unable by reason of accident or illness (including
mental  illness) to perform the material duties of Employee's  regular  position
with EAI and not expected to recover from Employee's  disability within a period
of three (3) months  from the  commencement  of the  disability.  If at any time
Employee claims or is claimed to be permanently disabled, a physician acceptable
to both Employee and EAI (which acceptances shall not be unreasonably  withheld)
shall be retained by EAI and shall examine  Employee.  Employee shall  cooperate
fully  with  the  physician.  If  the  physician  determines  that  Employee  is
permanently  disabled,   the  physician  shall  deliver  to  EAI  a  certificate
certifying  both that Employee is  permanently  disabled and the date upon which
the condition Permanent Disability commenced. The determination of the physician
shall be conclusive.

         (b) Upon the  occurrence of a Permanent  Disability,  Employee shall be
entitled to receive compensation,  benefits and other consideration as described
in Section 1(a)(i) through 1(a)(vi),  provided that such  compensation  benefits
and other  consideration  shall be reduced in an amount  equal to  payments  and
benefits received under any disability plan of EAI then in place.

3.  Death.  In the  event of  Employee's  death  during  Employee's  employment,
Employee's  estate or designated  beneficiary  shall receive  payments and other
consideration equal to those described in Section 1(a)(i) through 1(a)(vi).

4.  Voluntary Resignation; Discharge for Cause.

         (a) If  Employee  resigns  voluntarily,  other than for Good  Reason or
Permanent  Disability,  or EAI terminates the employment of Employee at any time
for  Cause,  EAI shall  have no  obligation  under  this  Agreement  to make any
payments to Employee except with respect to any previously  deferred amounts and
any accrued but unpaid salary or bonus.

         (b) The term "Cause" shall be limited to:

                  (i)      any action by Employee  involving  willful or gross
          misconduct having a material adverse effect on EAI;

                  (ii)  Employee  being  convicted  of (a) a felony under United
         States'  federal  or state law,  or (b) a felony  under the laws of any
         other  country  or  political   subdivision   thereof  involving  moral
         turpitude.

5. Term.  This Agreement  shall be effective upon signature by both Employee and
EAI and  thereafter  shall be without term and shall  continue in full force and
effect as long as the terms hereof are applicable.

6. Miscellaneous.

          (a) All  notices  hereunder  shall be in  writing  and shall be deemed
given when delivered in person or when telecopied  with hard copy to follow,  or
three (3) business days after being deposited in the United States mail, postage
prepaid,  registered or certified  mail, or two (2) business days after delivery
to a nationally  recognized  express  courier,  expenses  prepaid,  addressed as
follows:

          If to Employee, at the address of Employee shown in EAI's records.

          If to EAI:       Vice President of Human Resources
                           Engineering Animation, Inc.
                           2321 North Loop Drive
                           Ames, IA 50010

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and/or at or to such other  addresses  as may be  designated  by notice given in
accordance with the provisions hereof.

          (b) This  Agreement  shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, successors and permitted assigns,
No party shall assign this Agreement or its rights  hereunder  without the prior
written  consent of the other  party  hereto;  provided,  however,  that EAI may
assign this Agreement to any person or entity acquiring all or substantially all
of the  Business  of EAI  (whether  by sale of stock,  sale or  assets,  merger,
consolidation or otherwise).

          (c) This Agreement  contains all of the agreements between the parties
with respect to the subject  matter  hereof and this  Agreement  supersedes  all
other  agreements,  oral or written,  between the parties hereto with respect to
the subject matter hereof.

          (d) No change or  modification of this Agreement shall be valid unless
the same shall be in writing and signed by the parties hereto.  No waiver of any
provisions of this Agreement  shall be valid unless in writing and signed by the
waiving  party.  No waiver of any of the  provision of this  Agreement  shall be
deemed,  or shall  constitute,  a waiver of any other provision,  whether or not
similar, nor shall any waiver constitute a continuing waiver, unless so provided
in the waiver.

          (e) If any provision of this Agreement (or portion thereof) shall, for
any  reason,  be deemed  invalid  or  unenforceable  by any  court of  competent
jurisdiction, such provisions (or portions thereof) shall be ineffective only to
the extent of such invalidity or  unenforceability,  and the remaining provision
of this Agreement (or portions hereof) shall nevertheless be valid,  enforceable
and of full force and effect.  EAI's  rights under this  Agreement  shall not be
exclusive and shall be in addition to all other rights and remedies available at
law or in equity.

          (f) The  section  or  paragraph  headings  or  titles  herein  are for
convenience of reference only and shall not be deemed a part of this Agreement.

          (g) This Agreement may be executed in multiple  counterparts,  each of
which  shall be deemed to be an  original  and all of which when taken  together
shall constitute a single instrument.

          (h) This  Agreement  shall be governed and  controlled as to validity,
enforcement,  interpretation,  construction, effect and in all other respects by
the laws of the State of Iowa applicable to contracts made in that State, (other
than any conflict of laws rule which might result in the application of the laws
of any other jurisdiction).

         (i)  Except  as  otherwise  expressly  set  forth  herein,  any and all
disputes  arising  directly or indirectly  out of or relating in any way to this
Agreement  that  cannot  be  satisfactorily  resolved  by the  parties  shall be
submitted  to binding  arbitration  pursuant  to the rules then in effect of the
American  Arbitration  Association (AAA).  Arbitration shall be held in Chicago,
Illinois.  The arbitrator(s),  who shall be attorneys experienced in employment,
tax or benefit law,  shall  decide the matters  submitted to them based upon the
evidence  presented and the terms of this  Agreement.  The  arbitrator(s)  shall
issue a written  award that shall state the basis of the award,  the findings of
fact  and  the  conclusions  of law.  The  arbitration  award  shall  be  final,
non-appealable  and binding  upon the  parties.  Judgment  upon the award may be
entered in any court having jurisdiction thereof.

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          (j) Employee hereby  expressly  submits and consents in advance to the
personal  jurisdiction  of the federal and state courts of the State of Iowa for
all  purposes  in  connection  with any action or  proceeding  arising out of or
relating to this Agreement that is not otherwise subject to arbitration.

          IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the
date first written above.


Engineering Animation, Inc.                       Jerome M. Behar, Employee
                                                   -------------------------
By: /s/ Matthew M. Rizai                             /s/ Jerome M. Behar
      ----------------------
Name: Matthew M. Rizai
Its:  Chairman, Chief Executive Officer, and President

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