##### 



Exhibit 4.5

RAND A TECHNOLOGY CORPORATION

as Borrower

and

DASSAULT SYSTÈMES S.A.

as Euro Loan Lender

and

DASSAULT SYSTÈMES S.A.

as Security Agent

and

DASSAULT SYSTEMES CORPORATION

as U.S. Dollar Lender

AMENDMENT No. 1 to

LOAN AGREEMENT NO. 1 of JUNE 18, 2002 for U.S. $6,250,000 and 6,615,000

October 11, 2002

STIKEMAN ELLIOTT



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AMENDMENT No. 1 TO LOAN AGREEMENT No. 1 OF JUNE 18, 2002

THIS AMENDMENT AGREEMENTentered into and taking effect as of October 11,
2002,

|         |  |                                                                                                                                                                                                                                        
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|BETWEEN: |  | RAND A TECHNOLOGY CORPORATION, a corporation incorporated under
the laws of the Province of Ontario, having its registered
address at 5285 Solar Drive, Mississauga, Ontario, Canada L4W
5B8,                                          
|         |  |                                                                                                                                                                                                                                        
|         |  | (hereinafter referred to as the Borrower);                                                                                                                                                                                           
|         |  |                                                                                                                                                                                                                                        
|AND:     |  | DASSAULT SYSTÈMES S.A., a corporation incorporated under the laws
of France, having its registered address at 9, Quai Marcel
Dassault, BP 310, 92156 Suresnes, Cedex, France,                                                          
|         |  |                                                                                                                                                                                                                                        
|         |  | (hereinafter referred to as the Euro Lender);                                                                                                                                                                                        
|         |  |                                                                                                                                                                                                                                        
|AND:     |  | DASSAULT SYSTÈMES S.A., a corporation incorporated under the laws
of France, having its registered address at 9, Quai Marcel
Dassault, BP 310, 92156 Suresnes, Cedex, France,                                                          
|         |  |                                                                                                                                                                                                                                        
|         |  | (hereinafter referred to as the Security Agent);                                                                                                                                                                                     
|         |  |                                                                                                                                                                                                                                        
|AND:     |  | DASSAULT SYSTEMES CORPORATION, a corporation incorporated under
the laws of the State of Delaware, having its registered address
at Corporation Trust Center, 1209 Orange Street, Wilmington,
County of New Castle, Delaware 19801 USA,
|         |  |                                                                                                                                                                                                                                        
|         |  | (hereinafter referred to as the U.S. Dollar Lender).                                                                                                                                                                                 

WHEREASBorrower, Euro Lender, Security Agent and U.S. Dollar Lender
(collectively, the Parties) entered into a Loan Agreement No. 1, dated June
18, 2002, whereby Euro Lender agreed to lend 6,615,000 to the Borrower and
U.S. Dollar Lender agreed to lend U.S.$6,250,000 to the Borrower (the Loan No.
1);



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##### 





WHEREASthe Parties entered into a Loan Agreement No. 2, dated June 18,
2002, whereby Euro Lender agreed to lend 6,615,000 to the Borrower and U.S.
Dollar Lender agreed to lend U.S.$6,250,000 to the Borrower (the Loan No. 2);

WHEREASthe First Tranche Advance Date, as such term is defined in Loan
No. 2, is February 14, 2003;

WHEREASthe Borrower has requested that the terms of Loan No. 2 be amended
to change the First Tranche Advance Date from February 14, 2003 to October 14,
2002 (the Change of the First Tranche Advance Date);

WHEREASthe Conversion Right, under Loan No. 2 provides that it is subject
to TSX approval;

WHEREAS, in consideration for the Change of the First Tranche Advance
Date, the Parties wish to amend Loan No. 2 to so that the Conversion Right is
no longer subject to TSX approval; and

WHEREASthe amendment to the Conversion Right under Loan No. 2 requires a
corresponding amendment to Loan No. 1, pursuant to the terms hereof (the
Amending Agreement), so that the Conversion Right, as defined therein, shall
be subject to obtaining approval of the TSX for such Conversion Right.

NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:

ARTICLE 1
AMENDMENT TO LOAN NO. 1



|1.1 |  | Defined Terms
|--- |  | -------------

Unless otherwise defined in this Amendment Agreement, all capitalized
terms used in this Amendment Agreement shall have the meaning ascribed thereto
in Loan No. 1.



|1.2 |  | Rand Conversion Right Subject to TSX Approval                                                                                                                                                                                                                                                                                                                                                                
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The first sentence of Section 3.1 of Loan No. 1 is hereby deleted and
replaced by the following:                                                                                                                                                                                                                                                                                                             
|   
|    |  | Subject to (i) the Borrower obtaining approval of the TSX to the
Conversion Right, to the entire satisfaction of the Lenders and their
legal counsel, acting reasonably, and to (ii) Section 3.2, the Borrower
shall have the right (the Conversion Right), at the Borrowers sole
option, at any time and from time to time prior to the repayment in full
of the Maturity Amounts, to convert all or any



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| |  | part of the then outstanding principal amount of either or both Loans,
together with accrued and unpaid interest thereon, (which, if less than
the entire unpaid principal amount and accrued and unpaid interest under
such Loan, is U.S. $100,000 (in the case of the U.S. Dollar Loan) or
100,000 (in the case of the Euro Loan), or an amount in excess thereof
which is an integral multiple of U.S. $100 or 100, as the case may be,
into that number of fully paid and non-assessable Common Shares equal to
the amount of the outstanding principal amount (plus accrued and unpaid
interest thereon) in respect of which the Conversion Right is exercised
(in U.S. Dollars for a conversion under the U.S. Dollar Loan and the
Equivalent Amount thereof in U.S. Dollars for a conversion under the Euro
Loan), divided by the Conversion Price in effect on the applicable
Conversion Date.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 2
GENERAL



|2.1 |  | No Other Amendment
|--- |  | ------------------

Other than as specifically provided herein, the terms of Loan No. 1 shall
remain in full force and effect.



|2.2 |  | Governing Law
|--- |  | -------------

This Amending Agreement shall be governed by and interpreted and enforced
in accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.



|2.3 |  | Counterparts and Facsimile
|--- |  | --------------------------

This Amending Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument. Delivery of
an executed signature page to this Agreement by any party by facsimile
transmission shall be as effective as delivery of a manually executed copy of
this Amending Agreement by such party.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]



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IN WITNESS WHEREOFthe parties have executed this Amending Agreement as of
the date appearing on the first page hereof.

| |  |                                                               
| |  | --------------------------------------------------------------
| |  | RAND A TECHNOLOGY CORPORATION                                 
| |  |                                                               
| |  | By: Rui Malhinha, Chief Financial Officer                     
| |  |                                                               
| |  |                                                               
| |  |                                                               
| |  |                                                               
| |  |                                                               
| |  | DASSAULT SYSTÈMES S.A., in its capacity 
as a Lender          
| |  |                                                               
| |  | By: Thibault de Tersant                                       
| |  |                                                               
| |  |                                                               
| |  |                                                               
| |  |                                                               
| |  |                                                               
| |  | DASSAULT SYSTÈMES S.A., in its capacity 
as the Security Agent
| |  |                                                               
| |  | By: Thibault de Tersant                                       
| |  |                                                               
| |  |                                                               
| |  |                                                               
| |  | DASSAULT SYSTÈMES CORPORATION                                 
| |  |                                                               
| |  | By: Thibault de Tersant                                       
| |  |                                                               
| |  |                                                               
| |  |