Exhibit 10.6

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 28th
day of February, 2000, by and between Michael K. O'Gara, a resident of Minnesota
("Employee") and ENGINEERING  ANIMATION,  INC., a Delaware  corporation with its
principal offices in Ames, Iowa ("EAI" or "Company").

                                    RECITALS

         A.       EAI is in the business of producing 3D  visualization software
products and conducting  various other activities associated therewith.

         B.       EAI  desires to employ  Employee  and  Employee  desires to be
employed  by EAI on the terms and conditions set forth herein.


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

                                    AGREEMENT

         4.  Employment  Terms.  Subject to the terms and  conditions  set forth
herein,  EAI will employ  Employee for a term commencing as of February 28, 2000
(the  "Effective  Date") and ending on the second  anniversary  of the Effective
Date, or such earlier date as may occur  pursuant to the terms of this Agreement
(the "Employment  Term").  This Agreement may be extended by mutual agreement of
the parties.

         5. Employment Duties. During the term of this Agreement,  Employee will
serve EAI as Vice President and Chief Financial Officer. Employee's duties shall
include  those  duties as assigned  from time to time by the  President  of EAI,
subject to the terms of this Agreement.  Employee will,  during the term of this
Agreement,  serve the Company  faithfully,  diligently and  competently and will
perform assigned duties on a full-time basis to the best of Employee's ability.

         6.       Compensation.  During the term  of employment, EAI will pay to
Employee for services rendered by Employee under this Agreement, the following:

         (a)      From the Effective Date of this  Agreement  through the second
                  anniversary  of the  Effective  Date,  a  salary  at a rate of
                  $200,000 per annum  ($16,666.66  per month) payable in arrears
                  monthly,   in  accordance  with  the  EAI's  ordinary  payroll
                  practices; and

         (b)      From the Effective  Date of this  Agreement  through the first
                  anniversary  of the Effective  Date,  Employee shall receive a
                  fixed bonus of $40,000,  paid quarterly in arrears,  and shall
                  be  eligible to receive an  additional  bonus of up to $40,000
                  provided that certain  performance  goals,  as  established by
                  agreement between Employee and the President, are met.

         (c)      Employee  shall  receive a car  allowance of $750 per month as
                  additional  compensation  and in  lieu  of  reimbursement  for
                  personal  auto mileage  expenses.  Normal  payroll taxes shall
                  apply to this payment.

         (d)      During the last quarter of  each  fiscal  year  Employee  will
                  participate  in the  planning  process  which results  in  the
                  establishment of  goals  and budgets  for the following fiscal
                  year. After the end of each fiscal year of the Company, during
                  the Employment Term, Employee shall be  eligible for an annual
                  performance bonus, the nature and  amount  of which  shall  be
                  determined by  and  in  the  discretion  of  the Company after
                  reviewing Employee's performance and the Company's  results of
                  operations during and for  such  fiscal  year  and such  other
                  considerations    deemed    appropriate   by    the   Company.
                  Notwithstanding   anything  else   in   this   Agreement,  the
                  declaration  and  payment  and the  amount  of any performance
                  bonus to Employee  shall be in the discretion of  the  Company
                  and Employee shall have no absolute  right  to  a  performance
                  bonus in any year.

Payments made  pursuant to this section  while  Employee is employed by shall be
treated as wages for withholding and employment tax purposes.

         4.  Severance  Provisions.  In the event that  Employee  is  terminated
during the first  twelve  months of this  Agreement  for any  reason  whatsoever
(including  termination  for  Good  Reason),  except  for  cause as  defined  in
Paragraph 8, Employee  shall  receive a lump sum severance  payment in an amount
equal to two hundred percent (200%) of the Employee's total compensation at plan
for the first  twelve  months  pursuant  to this  agreement.  In the event  that
Employee  is  terminated  at any time  after  the  first  twelve  months of this
Agreement,  and before the second anniversary of this agreement,  for any reason
whatsoever (including termination for Good Reason),  except for cause as defined
in Paragraph 8, Employee shall receive a lump sum severance payment in an amount
equal to one hundred fifty percent (150%) of the Employee's  total  compensation
at plan at the time of termination.

         5.       Benefits.

          (b)     Employee  shall  be entitled  durin  the  Employment  Term  to
                  participate  in  such  employee  benefit  plans  and programs,
                  including, without limitation,  401(k) plan, cafeteria, health
                  and life insurance plans, as are maintained from  time to time
                  for  employees of EAI to the extent that his position, tenure,
                  compensation,  age, health  and  other qualifications make him
                  eligible to  participate.   The  Company does not  promise the
                  adoption  or  continuance  of  any  particular plan or program
                  during the employment term and employee's(and his dependents')
                  participation  in any such plan or  program  shall be  subject
                  to the provisions, rules, regulations and laws applicable from
                  time to time thereto.

         (c)      During the Employment Term, Employee shall be entitled to paid
                  time off in accordance  with the policies of the Company which
                  provide for  fifteen  (15) days paid time off during the first
                  year of employment,  eighteen (18) days during the second year
                  of employment,  and twenty-one (21) days during the third year
                  of employment. In addition, Employee shall be entitled to paid
                  time off on such  holidays as are observed by the Company from
                  time to time.  Accrued,  unused  vacation  may be carried over
                  from one year to the next in accordance with Company policies.

         6. Reimbursement of Expenses. To the extent consistent with the general
expense  reimbursement  policies  maintained by EAI from time to time,  Employee
shall be  entitled to  reimbursement  for  ordinary,  necessary  and  reasonable
out-of-pocket  trade or business  expenses which  Employee  incurs in connection
with performing his duties under this Agreement, including reasonable travel and
meal  expenses.  The  reimbursement  of all such  expenses  shall  be made  upon
presentation  of  evidence  reasonably  satisfactory  to EAI of the  amounts and
nature of such expenses and shall be subject to the prior approval of EAI.

         7.       Employee  Proprietary  Information,   Invention  and  Busines
Opportunity  Agreement. Employee agrees to be bound by the terms of the Employee
Proprietary  Information, Invention and Business Opportunity  Agreement which is
attached hereto as Exhibit A.

         8. Termination.  This Agreement may be terminated for Cause or for Good
Reason.  Cause shall be defined as (i) any action by Employee  involving willful
gross misconduct having a material adverse effect on the Company;  (ii) Employee
being  convicted of a felony under the laws of state of the United States or any
state or under the laws of any other country or political  subdivision  thereof.
Good Reason shall be defined as: (a) relocation of the principal  place at which
the Employee's duties are to be performed;  (b) a reduction in the salary, or in
the benefits or perquisites provided the Employee;  (c) a substantial  reduction
in the  Employee's  responsibilities,  authorities  or functions (d) a Change of
Control of EAI.

         9. Arbitration. 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 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.

         10.      Miscellaneous.

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

                  If to Employee:     Addressed to the last address on the
                                      payroll records of EAI.

                  If to EAI:          Engineering Animation, Inc.
                                      2321 North Loop Drive
                                      Ames, IA  50010
                                      Attention:  Jamie A. Wade, General Counsel

         b.       This Agreement shall be binding upon and inure to the  benefit
                  of the parties hereto and their respective  heirs,  successors
                  and permitted assigns.

         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.

         e.       If any  provisions  of this  Agreement  (or portions  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
                  provisions  of this  Agreement  (or  portions  thereof)  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.       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.

         g.       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 Iowa (other than any conflict
                  of laws rule which might result in the application of the laws
                  of any other jurisdiction).

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

ENGINEERING ANIMATION, INC.                     MICHAEL K. O'GARA, EMPLOYEE


By: /s/ Robert M. Nierman                     /s/ Michael K. O'Gara
    --------------------------------            ---------------------
Name:    Robert M. Nierman
Title:   President and
         Chief Operating Officer