##### 



| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Any text removed pursuant to the
    Companys confidential treatment 
     request has been separately submitted with the U.S. Securities
    and 
     Exchange Commission and is marked [***] herein.

Exhibit 4(a).4

Amendment 142

to the


Amended and Restated License
Agreement


for the Use and Marketing of Programming
Materials


dated May 31, 1996 (the 1996
Agreement)


between


International Business Machines Corporation
(IBM)


and


Dassault Systemes, S.A. (OWNER)


This Amendment (Amendment) is entered
into by and between International Business Machines Corporation
(IBM), incorporated under the laws of the State of
New York and Dassault Systemes, S.A. (OWNER), a
French société anonyme.

Whereas, OWNER is the owner of 3D/2D Computer
Aided Design/Computer Aided Manufacturing/Computer Aided
Engineering/Product Integrated Management software programs
marketed under various trademarks.

Whereas, the parties wish to (1) add new
products to the 1996 Agreement; (2) address the
requirements for the [***] and (3) provide for the
establishment of a numeric control demonstration program.

Whereas, the parties wish to amend the 1996 Agreement for the purposes of making the changes associated with the foregoing.

Now therefore, the parties agree as follows:

1.0     Definitions

The following definition shall be added to the
Section of the Agreement entitled Definitions.

[***] (or subcontractor) shall mean an entity
(i) that provides goods or provision of services [***]
related to mechanical design or manufacturing activities for
[***] development programs under a contract or other form of
purchase agreement (for example, purchase order) and
(ii) who need access to CATIA and to the [***] and that
need to exchange [***] for performance of such contract or other
agreement.

2.0The
parties agree that the additional rights granted in article (S)
of the Licenses Section (added in
Amendment 128) for the CAA RADE Configurations shall be
extended to include the SMARTEAM Development Suite
Configurations being added by this Amendment 142. The
parties further agree that licenses of the CAA RADE
Configurations to ISVs and Service Providers shall be
granted by OWNER. To make the foregoing changes,
article (S) is revised so that it now reads in its entirety
as follows (changes noted in italics):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (S) OWNER hereby grants the following rights
    and licenses:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | 1) IBM, its licensed Subsidiaries, and its
    and their sublicensees, may distribute applications they have
    developed with the CAA RADE Configurations and SMARTEAM
    Development Suite Configuration, hereinafter known as
    Version 5 Complementary Applications, to their
    subcontractors and direct and indirect suppliers solely for
    performance of work by such subcontractors and suppliers for the
    benefit of IBM, its licensed Subsidiaries, and its and their
    sublicensees. This license includes the right of IBM, its
    licensed Subsidiaries, and its and their sublicensees to
    authorize their subcontractors and direct and indirect suppliers
    to use, execute, reproduce, display, perform and distribute
    internally the V5 Complementary Applications. The licensing
    terms shall expressly specify the foregoing terms.
|
| | 2) The rights and licenses granted above do
    not include the further right of IBM, it licensed Subsidiaries,
    and its and their sublicensees to use the CAA RADE

    Configurations and SMARTEAM Development Suite
    Configuration in the provision of services to an unrelated
    third party or to make Generally Available the
    V5 Complementary Applications. Such further right to do so
    may be obtained from OWNER. The licensing terms shall expressly                                                                                                                                                                                                                                                                                                                                                                                                      



---



##### 



| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Any text removed pursuant to the
    Companys confidential treatment 
     request has been separately submitted with the U.S. Securities
    and 
     Exchange Commission and is marked [***] herein.

Exhibit 4(a).4



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | specify the availability of such further right
    from OWNER.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | 3) Because the further rights identified
    in S(2) are likely the primary rights of interest to ISVs
    and Service Providers and cannot be granted by IBM, IBM shall
    not license the CAA RADE Configurations or the SMARTEAM
    Development Suite Configuration to entities that are considered
    in IBMs sole judgment to be either an ISV or Service
    Provider as defined in the Section entitled
    Definitions. IBM shall refer those entities to OWNER
    for licensing by OWNER of the CAA RADE Configurations and/or the
    SMARTEAM Development Suite Configuration.

[* * *]



| |                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5) IBM will use reasonable efforts to inform
    OWNER if IBM has knowledge that a sublicensee is using the CAA
    RADE Configurations or the SMARTEAM Development Suite
    Configuration in the manner set forth in S(2) without having
    obtained such further rights from OWNER.
|
| | 6) IBM has no liability or obligation to
    OWNER for any act or activity by sublicensee outside the scope
    of the license grant from IBM to sublicensee.                                                                                                                          
|
| | 7) The parties agree that the restriction
    on licensing by IBM set forth in S(3) above may be revisited in
    the future.                                                                                                                                                          

3.0The
following products are added to Table A. of Attachment XXIII:

|         |  |                                                           |  |                     |  |         |  |           |  |  |  |  |  | 
|-------- |  | --------------------------------------------------------- |  | ------------------- |  | ------- |  | --------- |  |  |  |  |  | 
|         |  |                                                           |  | PLC RELATED ROYALTY
|IBM      |  |                                                           |  |                    
|PROGRAM  |  |                                                           |  | STANDARD            |  | ADD-ON  |  | SHAREABLE
|NUMBER   |  | PRODUCT NAME                                              |  | CONFIGURATION       |  | PRODUCT |  | PRODUCT  
|        
|5691-SR1 |  | CATIA - STRUCTURE DESIGN 1 PRODUCT                        |  |                     |  |         |  |           |  |  |  |  |  | 
|5693-SR1 |  | CATIA - STRUCTURE DESIGN 1 PRODUCT                        |  | [* * *]            
|5691-FMD |  | CATIA - FEM SOLID 2 PRODUCT                               |  |                     |  |         |  |           |  |  |  |  |  | 
|5693-FMD |  | CATIA - FEM SOLID 2 PRODUCT                               |  |                     |  |         |  |           |  |  |  |  |  | 
|5691-GDY |  | CATIA
- GENERATIVE DYNAMICRESPONSE ANALYSIS 2 PRODUCT     |  |                     |  |         |  |           |  |  |  |  |  | 
|5693-GDY |  | CATIA
- GENERATIVE DYNAMICRESPONSE ANALYSIS 2
    PRODUCT |  |                     |  |         |  |           |  |  |  |  |  | 
|5691-CD3 |  | CATIA - COMPOSITES DESIGN CONFIGURATION                   |  |                     |  |         |  |           |  |  |  |  |  | 
|5691-DSS |  | CATIA - SHAPE SCULPTOR 2 PRODUCT                          |  |                     |  |         |  |           |  |  |  |  |  | 
|5693-DSS |  | CATIA - SHAPE SCULPTOR 2 PRODUCT                          |  |                     |  |         |  |           |  |  |  |  |  | 

4.0Add the
following to Table C. V4 and V5 Migration Paths and Royalty
Upgrade Charges - US Royalty Table of Attachment XXIII:

|                 |  |                |  |                  |  |           
|---------------- |  | -------------- |  | ---------------- |  | ----------
|                 |  |                |  | W/S to W/S       |  | W/S to W/S
|(IBM             |  | (IBM           |  | SHAREABLE/CONFIG |  | ADD-ON    
|PROGRAM          |  | PROGRAM        |  | UPGRADE          |  | UPGRADE   
|NUMBER)          |  | NUMBER)        |  | ROYALTY          |  | ROYALTY   
|                
|FROM V5 PRODUCTS |  | TO V5 PRODUCTS |  |                  |  |           
|                
|5693-STD         |  | 5693-ESS       |  |                  |  |           
|5691-STD         |  | 5691-ESS       |  | [* * *]         
|                
|FROM V4 PRODUCTS |  | TO V5 PRODUCTS |  |                  |  |           
|                
|5626-STM         |  | 5693-ESS       |  |                  |  |           
|5626-STM         |  | 5691-ESS       |  |                  |  |           



---



##### 



| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Any text removed pursuant to the
    Companys confidential treatment 
     request has been separately submitted with the U.S. Securities
    and 
     Exchange Commission and is marked [***] herein.

Exhibit 4(a).4

5.0The
following changes are made to previously announced products: the
migrations from 5626-SUD+ASU+FRF to 5693-GSD and to 5691-GSD are
changed so that the migrations are now to 5693-GSD+FS1 and
5691-GSD+FS1, with no change in royalties.

6.0 ENOVIA Products

a) The following ENOVIA - DMU Navigator
Solutions products are added to Table A of Attachment XXIV:

|         |  |                                     |  |                     |  |         |  |           |  |  |  |  |  | 
|-------- |  | ----------------------------------- |  | ------------------- |  | ------- |  | --------- |  |  |  |  |  | 
|         |  |                                     |  |                    
|         |  |                                     |  | PLC RELATED ROYALTY
|IBM      |  |                                     |  |                    
|PROGRAM  |  |                                     |  | STANDARD            |  | ADD-ON  |  | SHAREABLE
|NUMBER   |  | PROGRAM NAME                        |  | CONFIGURATION       |  | PRODUCT |  | PRODUCT  
|        
|5691-DV1 |  | ENOVIA - DMU Viewer 1 Configuration |  | [***]              

b) Add the following Lifecycle Solutions
products to Table D of Attachment XXIV:

|         |  |                                                                                                                                                                                                                                                               |  |                     |       |           |  |  |  | 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ----- | --------- |  |  |  | 
|         |  |                                                                                                                                                                                                                                                               |  |                    
|         |  |                                                                                                                                                                                                                                                               |  | PLC RELATED ROYALTY
|IBM      |  |                                                                                                                                                                                                                                                               |  |                    
|PROGRAM  |  |                                                                                                                                                                                                                                                               |  | STANDARD            |       | SHAREABLE
|NUMBER   |  | PROGRAM NAME                                                                                                                                                                                                                                                  |  | CONFIGURATION       |       | PRODUCT  
|        
|5691-WFR |  | ENOVIA - Workflow Designer Configuration
    Migration from 5691-WFD                                                                                                                                                                                          |  |                     | [***] |           |  |  |  | 
|5691-VER |  | ENOVIA - VPM Engineer Configuration
    Migration from 5691-EGR
    Upgrade from 5691-CDX
    Upgrade from 5691-DEX
    Upgrade from 5691-VPX (to VER+PGT+PVM)
    Upgrade from 5691-CDE
    Upgrade from 5691-ADE
    Upgrade from 5691-VPD (to VER+PGT+PVM) |  |                     |       |           |  |  |  | 
|5691-WFM |  | ENOVIA - Workflow Management Product                                                                                                                                                                                                                          |  |                     |       |           |  |  |  | 
|5691-MGR |  | Upgrade from 5691-MSX
    Upgrade from 5691-MSS                                                                                                                                                                                                               |  |                     |       |           |  |  |  | 
|5691-CUR |  | Upgrade from 5691-REX
    Upgrade from 5691-REV                                                                                                                                                                                                               |  |                     |       |           |  |  |  | 
|5691-RVR |  | Upgrade from 5691-ADX
    Upgrade from 5691-ADM                                                                                                                                                                                                               |  |                     |       |           |  |  |  | 

c) Add the following Hubs Solutions products
to Table E of Attachment XXIV

|         |  |                                                                    |  |                     |  |           |  |  |  | 
|-------- |  | ------------------------------------------------------------------ |  | ------------------- |  | --------- |  |  |  | 
|         |  |                                                                    |  |                    
|         |  |                                                                    |  | PLC RELATED ROYALTY
|IBM      |  |                                                                    |  |                    
|PROGRAM  |  |                                                                    |  | STANDARD            |  | SHAREABLE
|NUMBER   |  | PROGRAM NAME                                                       |  | CONFIGURATION       |  | PRODUCT  
|        
|5691-IDL |  | ENOVIA - MultiCax - ID Plug-in Product
    Migration from 5691-DIL |  | [***]              
|5691-UDL |  | ENOVIA - MultiCax - ID Plug-in Product
    Migration from 5691-DUL |  |                     |  |           |  |  |  | 



---



##### 



| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Any text removed pursuant to the
    Companys confidential treatment 
     request has been separately submitted with the U.S. Securities
    and 
     Exchange Commission and is marked [***] herein.

Exhibit 4(a).4

7.0 SmarTeam Products

Add the following to Attachment XXV - SMARTEAM
Products

|         |  |                                                          |  |                     |  |         |  |           |  |  |  |  |  | 
|-------- |  | -------------------------------------------------------- |  | ------------------- |  | ------- |  | --------- |  |  |  |  |  | 
|         |  |                                                          |  |                    
|         |  |                                                          |  | PLC RELATED ROYALTY
|IBM      |  |                                                          |  |                    
|PROGRAM  |  |                                                          |  | STANDARD            |  | ADD-ON  |  | SHAREABLE
|NUMBER   |  | PROGRAM NAME                                             |  | CONFIGURATION       |  | PRODUCT |  | PRODUCT  
|        
|5693-SAA |  | SMARTEAM - SA Adapter Product                            |  |                     |  |         |  |           |  |  |  |  |  | 
|5693-OAA |  | SMARTEAM - OA Adapter Product                            |  |                     |  |         |  |           |  |  |  |  |  | 
|5691-SDV |  | SMARTEAM - Development Suite                             |  | [***]              
|         |  | Configuration                                            |  |                     |  |         |  |           |  |  |  |  |  | 
|5691-SGA |  | SMARTEAM - Gateway
    Administration     Configuration* |  |                     |  |         |  |           |  |  |  |  |  | 
|5691-SEH |  | SMARTEAM - Educational
    HEAT     Configuration        |  |                     |  |         |  |           |  |  |  |  |  | 

*5691-SGA is licensed on a per server basis

8.0 CAA RADE Products

The following CAA RADE Configurations are added
to Table A of Attachment XXVII:

|         |  |                                                                  |  |                     |  |         |  |           |  |  |  |  |  | 
|-------- |  | ---------------------------------------------------------------- |  | ------------------- |  | ------- |  | --------- |  |  |  |  |  | 
|         |  |                                                                  |  |                    
|         |  |                                                                  |  | PLC RELATED ROYALTY
|IBM      |  |                                                                  |  |                    
|PROGRAM  |  |                                                                  |  | STANDARD            |  | ADD-ON  |  | SHAREABLE
|NUMBER   |  | PRODUCT NAME                                                     |  | CONFIGURATION       |  | PRODUCT |  | PRODUCT  
|        
|5691-PAD |  | CAA - Enterprise Portal
    Application     Design Configuration |  | [***]              
|         |  | Migration from 5691-LDC                                          |  |                     |  |         |  |           |  |  |  |  |  | 

9.0 WLS Products

Add the following to Table E on Attachment XXIII:

|         |  |                                                          |  |                     |  |         |  |           |  |            |  |  |  |  |  |  |  | 
|-------- |  | -------------------------------------------------------- |  | ------------------- |  | ------- |  | --------- |  | ---------- |  |  |  |  |  |  |  | 
|         |  |                                                          |  |                    
|         |  |                                                          |  | PLC Related Royalty
|IBM      |  |                                                          |  |                    
|Program  |  | Product                                                  |  | Std.                |  | Add-on  |  | Shareable |  | Enterprise
|Number   |  | Name                                                     |  | Config.             |  | Product |  | Product   |  | Option    
|        
|5691-SAS |  | CATIA User Companion for
    Structural Analysis Product |  | [***]              
|5795-SAS |  | CATIA User Companion for
    Structural Analysis Product |  |                     |  |         |  |           |  |            |  |  |  |  |  |  |  | 
|5691-LCC |  | ENOVIA User Companion for
    LCA Configuration          |  |                     |  |         |  |           |  |            |  |  |  |  |  |  |  | 
|5795-LCC |  | ENOVIA User Companion for
    LCA Configuration          |  |                     |  |         |  |           |  |            |  |  |  |  |  |  |  | 
|5691-ALC |  | All in One Marketing for
    Companion                   |  |                     |  |         |  |           |  |            |  |  |  |  |  |  |  | 

10.0 Companion Development
Studio

Due to the end of the Education Provider Program,
the revised Companion Development Studio term added to the
Agreement in Amendment 137 (item #5) is no longer
valid. The parties agree that this term is deleted, and is
replaced with the Companion Development Studio term added to the
Agreement by item #6 in Amendment 132.

9.0




---



##### 



| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Any text removed pursuant to the
    Companys confidential treatment 
     request has been separately submitted with the U.S. Securities
    and 
     Exchange Commission and is marked [***] herein.

Exhibit 4(a).4

11.0 [***]

Section C.17-1 [***] is amended to add the terms
for sublicensing the [***] to [***] The following changes are
made:

a) the following product is added to Table D
of Attachment XXIII:

|         |  |                               |  |                     |  |         |  |           |  |  |  |  |  | 
|-------- |  | ----------------------------- |  | ------------------- |  | ------- |  | --------- |  |  |  |  |  | 
|         |  |                               |  | PLC RELATED ROYALTY
|IBM      |  |                               |  |                    
|PROGRAM  |  |                               |  | STANDARD            |  | ADD-ON  |  | SHAREABLE
|NUMBER   |  | PRODUCT NAME                  |  | CONFIGURATION       |  | PRODUCT |  | PRODUCT  
|        
|5799-H20 |  | CATIA-VS Format Import/Export |  | [***]              
|[***]   

c) Section C.17.4 is changed to read as
follows: [***]

12. CATIA V5 Demonstration Program for Numeric
Control (NC) Equipment Manufacturers and
Distributors

To enhance the marketing and sales of NC Licensed
Programs, OWNER grants to IBM the rights to sublicense to NC
equipment manufacturers and distributors the numeric control
Licensed Programs and those other CATIA V5 Licensed Programs
(hereinafter referred to as CATIA V5 Programs)
necessary to perform demonstrations of the numeric control
applications to third parties. No royalties shall be due OWNER
for such sublicenses. These rights are granted subject to the
following:
a) The NC equipment manufacturers and
distributors must have an executed IBM Customer Agreement, IBM
International Customer Agreement, or equivalent agreement:
b) There be a written agreement between IBM
and the NC equipment manufacturer or distributor that
supplements the agreement per (a) above and contains terms
sufficient to provide for the following:

(1) The NC equipment manufacturer or distributor
    may use the CATIA V5 Programs for demonstration of NC
    applications to third parties, and not for their or the third
    partys productive use. They may distribute to a third
    party, solely for the third partys internal use, the
    output of the demonstration and/or benchmark performed for that
    third party. This output may include, but is not limited to, the
    CAD data, CATProcess document, NC code, and the physical
    machined part. They may not provide any services to the third
    party associated with the output other than the conduct of the
    demonstration and/or benchmark. No other external distribution
    of the output is permitted.(2) Demonstration of CATIA V5 Licensed Programs
    is permitted only on their premises, and at trade shows and
    exhibitions in which they participate.(3) They must be qualified by the country IBM PLM
    sponsor in accordance with agreed upon qualification criteria
    prior to shipment by IBM of the CATIA V5 Programs and software
    keys.(4) They inform IBM PLM sponsor of any
    competitive benchmarking or demonstration activity requested by
    their customer and obtain sponsor approval prior to such
    activity taking place.(5) They give priority to the customers with
    CATIA design systems.(6) They demonstrate the CATIA NC applications a
    minimum of two (2) times per calendar quarter(7) They provide appropriate information to IBM
    regarding the customers to which the products were demonstrated.(8) They agree to be a reference for the CATIA V5
    Programs upon request from IBM during the term of the demo
    agreement.(9) The CATIA V5 Programs are licensed on an
    as-is basis.


Other than the changes indicated above, it is
understood that all other terms of the 1996 Agreement including
all Attachments and Exhibits thereto remain in full force and
effect.



---



##### 



| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Any text removed pursuant to the
    Companys confidential treatment 
     request has been separately submitted with the U.S. Securities
    and 
     Exchange Commission and is marked [***] herein.

Exhibit 4(a).4

If any provision of this Amendment or the 1996
Agreement (as amended) shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or
impaired thereby, and such provision shall be deemed to be
restated to reflect the original intentions of IBM and OWNER as
nearly as possible in accordance with applicable law(s).

The parties agree that any reproduction of this
Amendment by reliable means (such as facsimile or photocopy)
will be considered an original of this Amendment.



|Agreed to:Dassault Systemes, S.A.     |                         | Agreed to:International Business Machines Corporation
|------------------------------------- | ----------------------- | -----------------------------------------------------
|                                     
|By:                                   | /s/ THIBAULT DE TERSANT |                                                      
|Authorized Signature                  |                         | Authorized Signature                                 
|Name: Thibault de Tersant             |                         | Name: R. A. Arco                                     
|                                     
|Title: Executive Vice President & CFO |                         | Title: Manager, PLM Product Mgmt. & Support          
|                                     
|Date:                                 | April 8, 2003           |