<PAGE>   1
                                                                  EXHIBIT 10.29


                            SPATIAL TECHNOLOGY INC.

                              EMPLOYMENT AGREEMENT
                                      FOR
                                R. BRUCE MORGAN


     THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 1st day
of July, 1997, in the City of Boulder, Colorado by and between R. BRUCE MORGAN
("Executive") and SPATIAL TECHNOLOGY INC., a Delaware corporation (the
"Company").

     WHEREAS, the Company desires to employ Executive to provide personal
services to the Company, and wishes to provide Executive with certain
compensation and benefits in return for his services; and

     WHEREAS, Executive wishes to be employed by the Company and provide
personal services to the Company in return for certain compensation and
benefits;

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the parties hereto as
follows:

     1. EMPLOYMENT BY THE COMPANY.

        1.1 Subject to terms set forth herein, the Company agrees to employ
Executive and Executive hereby accepts such employment effective as of the date
first written above. During the term of his employment with the Company,
Executive will devote his best efforts and substantially all of his business
time and attention (except for vacation periods and reasonable periods of
illness or other incapacities permitted by the Company's general employment
policies) to the business of the Company.

        1.2 Executive shall serve in an executive capacity and shall perform
such duties as are customarily associated with his then existing title(s),
consistent with the Bylaws of the Company and as required by the Company's
Board of Directors (the "Board").

        1.3 The employment relationship between the parties shall also be
governed by the general employment policies and practices of the Company,
including those relating to protection of confidential information and
assignment of inventions, except that when the terms of this Agreement differ
from or are in conflict with the Company's general employment policies or
practices, this Agreement shall control.

     2. COMPENSATION.

        2.1 SALARY. Executive shall receive for services to be rendered
hereunder an base monthly salary of $12,500, payable in equal semi-monthly
installments.


                                       1
<PAGE>   2

        2.2 DISCRETIONARY BONUS. Executive will be eligible for a discretionary
bonus, in amounts up to $25,000 per quarter to be determined solely by the
Compensation Committee in its discretion upon achievement of revenue and profit
objectives (the "Objectives") established from time to time by the Compensation
Committee.

        2.3 STANDARD COMPANY BENEFITS. Executive shall be entitled to all
rights and benefits for which he is eligible under the terms and conditions of
the standard Company benefits and compensation practices which may be in effect
from time to time and provided by the Company to its employees generally,
currently including medical, disability, dental, vision, 401(k), employee stock
purchase .plan, life insurance, vacation and holidays.

        2.4 RELOCATION EXPENSES. The Company will reimburse Executive the cost
of moving his household goods to Boulder and temporary housing expenses up to a
maximum of $25,000 in the aggregate. The Company shall make such reimbursements
reasonably promptly following receipt of the completion of an expense report
and presentation of documentary evidence of such expense in accordance with the
Company's expense reimbursement practices.

        2.5 OPTIONS. Executive shall receive an option to purchase 250,000
shares of the Company's Common Stock at the current fair market value per share
on the later of the date of approval by the Company's Compensation Committee or
your first date of employment. This Option shall vest and become exercisable as
to 31,250 shares on the six month anniversary of Executive's first day of
employment and the remaining 218,750 shares shall vest in equal monthly
installments over the remaining three and one-half years. The option shall be
subject to additional terms and conditions as more fully described in the
Company's Stock Option Plan and form of Stock Option Agreement attached hereto
as EXHIBIT A.

        2.6 LOAN. The Company shall loan Executive $25,000 for the sole purpose
of exercising the stock option Executive holds in his present employer. The
loan shall be secured by the shares of capital stock issued to the Executive
(the "Shares"), bear interest equal to 6.07% and shall be due and payable on
the earlier of the date Executive ceases to be an employee of the Company, one
year from the date of this Agreement and the date(s) the Shares are sold by the
employee (but only to the extent of the proceeds of such sale).

     3. PROPRIETARY INFORMATION OBLIGATIONS.

        3.1 AGREEMENT. Executive agrees to continue to execute and abide by the
Proprietary Information and Inventions Agreement attached hereto as EXHIBIT B.

        3.2 REMEDIES. Executive's duties under the Proprietary Information and
Inventions Agreement shall survive termination of his employment with the
Company. Executive acknowledges that a remedy at law for any breach or
threatened breach by him of the 


                                       2

<PAGE>   3

provisions of the Proprietary Information and Inventions Agreement would be
inadequate, and he therefore agrees that the Company shall be entitled to
injunctive relief in case of any such breach or threatened breach.

     4. OUTSIDE ACTIVITIES. Except with the prior written consent of the
Company's Board, Executive will not, during the term of this Agreement,
undertake or engage in any other employment, occupation or business enterprise,
other than those in which Executive is a passive investor. Executive may engage
in civic and not-for-profit activities so long as such activities do not
interfere with the performance of his duties hereunder.

     5. TERMINATION OF EMPLOYMENT. Either the Executive or the Company may
terminate the employment relationship at any time for any reason whatsoever,
with or without cause or advance notice. This "at-will" employment relationship
cannot be changed except in a writing signed by the Company's Chief Executive
Officer and expressly approved by the Board. If the Company terminates
Executive's employment without cause at any time, Executive will receive as a
lump sum payment equal to the six months of Executive's base salary with the
Company, less payroll deductions and required withholdings, in exchange for the
execution of a release of all claims against the Company. If Executive resigns
or if Executive's employment is terminated for cause, all compensation and
benefits will cease immediately, and Executive will receive no severance
benefits. For purpose of this Agreement, "cause" shall mean: (i) conviction of
any felony or any crime involving moral turpitude or dishonesty; (ii)
participation in a fraud or act of dishonesty against the Company; (iii)
willful breach of the Company's policies; (iv) intentional damage to the
Company's property; (v) material breach of this Agreement or Executive's
Proprietary Information and Inventions Agreement; or (vi) failure to carry out
the duties of the Executive's position after being provided notice of such
failure and a reasonable opportunity to cure such failure. Physical or mental
disability shall not constitute "cause."

     6. NONSOLICITATION. While employed by the Company, and for two (2) years
immediately following the Executive's termination of employment, Executive
agrees not to interfere with the business of the Company by soliciting,
attempting to solicit, inducing, encouraging or causing any employee of the
Company to terminate his or her employment in order to become an employee,
consultant or independent contractor to or for any other party.

     7. GENERAL PROVISIONS.

        7.1 NOTICES. Any notices provided hereunder must be in writing and
shall be deemed effective upon the earlier of personal delivery (including
personal delivery by telex) or the third day after mailing by first class mail,
to the Company at its primary office location and to Executive at his address
as listed on the Company's then current payroll records.

        7.2 SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed,



                                       3
<PAGE>   4

construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provisions had never been contained herein.

        7.3 WAIVER. If either party should waive any breach of any provisions
of this Agreement, he or it shall not thereby be deemed to have waived any
preceding or succeeding breach of the same or any other provision of this
Agreement.

        7.4 COMPLETE AGREEMENT. This Agreement and the Exhibits attached
hereto, constitute the entire agreement between Executive and the Company and
it is the complete, final, and exclusive embodiment of their agreement with
regard to this subject matter. It is entered into without reliance on any
promise or representation other than those expressly contained herein, and it
cannot be modified or amended except in a writing signed by the Chief Executive
Officer or Chairman of the Board of the Company and expressly approved by the
Board of Directors.

        7.5 COUNTERPARTS. This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
Agreement.

        7.6 HEADINGS. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.

        7.7 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and be enforceable by Executive and the Company, and
their respective successors, assigns, heirs, executors and administrators,
except that Executive may not assign any of his duties hereunder and he may not
assign any of his rights hereunder without the written consent of the Company,
which shall not be withheld unreasonably.

        7.8 CHOICE OF LAW. All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the law of the State
of Colorado. The Company and the Executive hereby agree that the state and
federal courts located in the County of Denver shall have exclusive
jurisdiction over any actions arising herefrom.

        7.9 SURVIVAL. The provisions of this Agreement shall survive the
termination of Executive's employment and the assignment of this Agreement by
the Company to any successor in interest or other assignee.

                                       4

<PAGE>   5

        IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

                                  SPATIAL TECHNOLOGY INC.


                                  By: /s/ RICHARD M. SOWAR
                                     ------------------------------
                                     Richard M. Sowar
                                     Chief Executive Officer


                                  By: /s/ R. BRUCE MORGAN
                                     ------------------------------
                                     R. Bruce Morgan





                                       5
<PAGE>   6
                                                     EXHIBIT A OF EXHIBIT 10.29



                             STOCK OPTION AGREEMENT


     Spatial Technology, Inc. (the "COMPANY"), pursuant to its 1996 Equity
Incentive Plan (the "PLAN"), has granted you an option to purchase the number
of shares of the common stock of the Company ("COMMON STOCK") at the exercise
price set forth in the Notice of Grant of Stock Option (the "GRANT NOTICE").

     Defined terms not explicitly defined in this agreement but defined in the
Plan shall have the same definitions as in the Plan.

     The details of your option are as follows:

     1. TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. The total number of
shares of Common Stock subject to this option is set forth in the Grant Notice
(the "OPTION SHARES").

     2. VESTING. Subject to the limitations contained herein, your option will
vest as provided in the Grant Notice, provided that vesting will cease upon the
termination of your Continuous Status as an Employee, Director or Consultant.

     3. EXERCISE PRICE AND METHOD OF PAYMENT.

        (a) EXERCISE PRICE. The exercise price per share of this option is set
forth in the Grant Notice, being not less than the fair market value of the
Common Stock on the date of grant of this option.

        (b) METHOD OF PAYMENT. Payment of the exercise price by cash or check
is due in full upon exercise of all or any part of your option, provided that,
you may elect, to the extent permitted by applicable law, to make payment of
the exercise price under one of the following alternatives:

            (i)  Payment pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board which, prior to the issuance of Common
Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds.

           (ii)  Provided that the number of shares being purchased exceeds
one thousand (1,000) and at the time of payment the Company's Common Stock is
publicly traded and quoted regularly in the Wall Street Journal, payment by
delivery of shares of Common Stock of the Company already owned by you, held
for the period required to avoid a charge of the Company's reported earnings,
and owned free and clear of any liens, claims, encumbrances or security
interest, which Common Stock shall be valued at its fair market value on the
date preceding the date of exercise; or

          (iii)  Payment by a combination of the above methods.


                                       1
<PAGE>   7

     4. EXERCISE PRIOR TO VESTING. If permitted in the Grant Notice, and
subject to the provisions of your option contained herein, you may elect, at
any time that is both (i) during your Continuous Status as an Employee,
Director or Consultant and (ii) during your option's term, to exercise all or
part of your option, including the nonvested portion of your option; provided,
however, that:

                (i) a partial exercise of your option shall be deemed to cover
first vested shares and then the earliest vesting installment of unvested
shares;

                (ii) any shares so purchased from installments which have not
vested as of the date of exercise shall be subject to the purchase option in
favor of the Company as described in the Company's form of Early Exercise Stock
Purchase Agreement;

                (iii) you shall enter into the Company's form of Early Exercise
Stock Purchase Agreement with a vesting schedule that will result in the same
vesting as if no early exercise had occurred; and

                (iv) your option shall not be exercisable with respect to any
unvested installment to the extent such exercise would cause the aggregate fair
market value of any shares subject to incentive stock options granted you by
the Company (valued as of their grant date) which would become exercisable for
the first time during any calendar year to exceed $100,000.

     5. WHOLE SHARES. Your option may only be exercised for whole shares.

     6. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Securities Act of
1933, as amended (the "Securities Act"), or, if such shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act.

     7. TERM. The term of this option commences on the date of grant, and
expires on the Expiration Date set forth in the Grant Notice (the "Expiration
Date," which date shall be no more than ten (10) years from the date this
option is granted), unless this option expires sooner as set forth below or in
the Plan. In no event may this option be exercised on or after the Expiration
Date. This option shall terminate prior to the Expiration Date as follows:
three (3) months after the termination of your Continuous Status as an
Employee, Director or Consultant with the Company or an Affiliate of the
Company unless one of the following circumstances exists:

        (a) Your termination of Continuous Status as an Employee, Director or
Consultant is due to your disability or death, in which event this option shall
terminate on the earlier of the Expiration Date set forth above or twelve (12)
months following such termination of employment.

        (b) If during any part of such three (3) month period you may not
exercise your option solely because of the condition set forth in Section 6
above, then your option will not expire until the earlier of the Expiration
Date set forth above or until this option shall have been



                                       2
<PAGE>   8

exercisable for an aggregate period of three (3) months after your termination
of Continuous Status as an Employee, Director or Consultant.

        (c) If the exercise of your option within three (3) months after
termination of your Continuous Status as an Employee, Director or Consultant
with the Company or with an Affiliate of the Company would result in liability
under section 16(b) of the Securities Exchange Act of 1934, as amended, then
your option will expire on the earlier of (i) the Expiration Date, (ii) the
tenth (10th) day after the last date upon which exercise would result in such
liability or (iii) six (6) months and ten (10) days after the termination of
your Continuous Status as an Employee, Director or Consultant with the Company
or an Affiliate of the Company.

     In order to obtain the federal income tax advantages associated with an
"incentive stock option," the Code requires that at all times beginning on the
date of grant of the option and ending on the day three (3) months before the
date of the option's exercise, you must be an employee of the Company or an
Affiliate of the Company, except in the event of your death or permanent and
total disability. The Company has provided for continued vesting or extended
exercisability of your option under certain circumstances for your benefit, but
cannot guarantee that your option will necessarily be treated as an "incentive
stock option" if you provide services to the Company or an Affiliate of the
Company as a consultant or exercise your option more than three (3) months
after the date your employment with the Company and all Affiliates of the
Company terminates.

     8. EXERCISE.

        (a) You may exercise the vested portion of your option during its term
(and the unvested portion of your option if the Grant Notice permits), by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other
person as the Company may designate, during regular business hours, together
with such additional documents as the Company may then require.

        (b) By exercising this option you agree that:

            (i) as a condition to any exercise of this option, the Company
may require you to enter an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of
(A) the exercise of this option; (B) the lapse of any substantial risk of
forfeiture to which the shares are subject at the time of exercise; or (C) the
disposition of shares acquired upon such exercise;

           (ii) you will notify the Company in writing within fifteen (15)
days after the date of any disposition of any of the shares of the Common Stock
issued upon exercise of this option that occurs within two (2) years after the
date of this option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of this option; and

          (iii) if, pursuant to the terms of the Grant Notice, you have
exercised all or a portion of your option prior to the time that it has fully
vested, and you cease to be an employee of the Company for any reason, or no
reason, with or without cause, the Company may



                                       3
<PAGE>   9

purchase from you, or your personal representative, as the case my be, at the
price per share paid by you pursuant to this Stock Option Agreement, up to but
not exceeding the number of shares of stock held by you which have not vested.

     9. LOCK-UP. You agree that the Company (or a representative of the
underwriters) may, in connection with an underwritten registration of the
offering of any securities of the Company under the Securities Act, require
that you not sell or otherwise transfer or dispose of any shares of Common
Stock or other securities of the Company during such period (not to exceed one
hundred eighty (180) days) following the effective date of the registration
statement filed under the Securities Act as may be requested by the Company or
the representative of the underwriters. You further agree that the Company may
impose stop-transfer instructions with respect to securities subject to the
foregoing resolutions until the end of such period.

     10. ADJUSTMENTS UPON CHANGES IN STOCK. This option shall become fully
vested under certain circumstances as provided in Section 13(b) of the Plan.

     11. TRANSFERABILITY. This option is not transferable, except by will or by
the laws of descent and distribution, and is exercisable during your life only
by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise this
option subject to all terms and conditions stated herein.

     12. OPTION NOT A SERVICE CONTRACT. This option is not an employment
contract and nothing in this option shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the
Company, or of the Company to continue your employment with the Company. In
addition, nothing in this option shall obligate the Company or any Affiliate of
the Company, or their respective stockholders, board of directors, officers or
employees to continue any relationship which you might have as a Director or
Consultant for the Company or Affiliate of the Company.

     13. NOTICES. Any notices provided for in this option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the address you
last provided to the Company.

     14. GOVERNING PLAN DOCUMENT. This option is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of this option,
including without limitation the provisions of the Plan relating to option
provisions, and is further subject to all interpretations, amendments, rules
and regulations which may from time to time be promulgated and adopted pursuant
to the Plan. In the event of any conflict between the provisions of this option
and those of the Plan, the provisions of the Plan shall control.


                                       4
<PAGE>   10


        IN WITNESS WHEREOF, the parties hereto have executed this Stock Option
Agreement as of the ____ day of _______________, 199___.


SPATIAL TECHNOLOGY INC.                    PURCHASER


By:
   --------------------------              ------------------------------


Name:
    -------------------------              ------------------------------
                                           [Print Name]

Title:         
     ------------------------              ------------------------------

                                           Address:
                                                   ----------------------

                                           ------------------------------

                                           ------------------------------




<PAGE>   11

                               NOTICE OF EXERCISE


Spatial Technology, Inc.
2425 55th Street, Building A
Boulder, CO  80301


                                                     Date of Exercise:
                                                                      -------
Ladies and Gentlemen:

This constitutes notice under my stock option that I elect to purchase the
number of shares for the price set forth below.

<TABLE>
<CAPTION>
Type of option (check one):               Incentive  [ ]    Nonstatutory  [ ]
<S>                                     <C>                 <C>
Option Grant Number:
                                        -----------------

Number of shares as to which 
option is exercised:
                                        -----------------

Total exercise price:                  $
                                        -----------------

Cash payment delivered
herewith:                              $
                                        -----------------
</TABLE>


     By this exercise, I agree (i) to provide such additional documents as you
may require pursuant to the terms of the 1996 Equity Incentive Plan, (ii) to
provide for the payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this option, and
(iii) if this exercise relates to an incentive stock option, to notify you in
writing within fifteen (15) days after the date of any disposition of any
shares of Common Stock issued upon exercise of this option that occurs within
two (2) years after the date of grant of this option or within one (1) year
after such shares of Common Stock are issued upon exercise of this option.

     I hereby make the following certifications and representations with
respect to the number of shares of Common Stock of Spatial Technology, Inc.
(the "SHARES"), which are being acquired by me for my own account upon exercise
of the Option as set forth above:

     I agree that, if required by Spatial Technology, Inc. (or a representative
of the underwriters) in connection with an underwritten registration of the
offering of any securities of Spatial Technlogy, Inc. under the Securities Act
of 1933, as amended, I will be subject to the sale restrictions described in my
Stock Option Agreement.


                                       1

<PAGE>   12

     I further agree that all Shares shall be subject to the repurchase
provisions set forth in the Stock Option Agreement and, if applicable, the
Early Exercise Stock Purchase Agreement.





                                      Very truly yours,



                                      -------------------------------




                                      2

<PAGE>   13
                                                     EXHIBIT B OF EXHIBIT 10.29 
 




                            PROPRIETARY INFORMATION
                            AND INVENTIONS AGREEMENT

                                                                         , 199
                                                   ----------------------     --

SPATIAL TECHNOLOGY INC.
2425 55th Street, Building A
Boulder, CO  80301

Ladies and Gentlemen:

         The following confirms an agreement between me and Spatial Technology
Inc., a Delaware corporation ( the "Company," which term includes the Company's
subsidiaries, successors and assigns), which is a material part of the
consideration for my employment by the Company:

         1.      "Proprietary Information" is information that was or is
developed by, became or becomes known by, or was or is assigned or otherwise
conveyed to the Company, and which has commercial value in the Company's
business.  Proprietary Information includes, without limitation, trade secrets,
financial information, product plans, customer lists, marketing plans and
strategies, forecasts and other business information, improvements, inventions,
formulas, ideas, circuits, mask works, works of authorship, processes, computer
programs, algorithms, techniques, schematics know-how and data.  I understand
that my employment creates a relationship of confidence and trust between me
and the Company with respect to Proprietary Information of the Company or its
customers which may be learned by me during the period of my employment.

         2.      In consideration of my employment by the Company and the
compensation received by me from the Company from time to time, I hereby agree
as follows:

         (a).    All Proprietary Information and all patents, copyrights, trade
secret rights, rights with respect to masks works and other rights ( including
throughout, without limitation, any extensions, renewals, continuations or
divisions of any of the foregoing) in connection therewith shall be the sole
property of the Company.  I hereby assign to the Company any rights I may have
or acquire in such Proprietary Information.  At all times, both during my
employment by the Company and after its termination, I will keep in confidence
and trust and will not use or disclose any Proprietary Information or anything
relating to it without the written consent of the Company, except as may be
necessary in the ordinary course of performing my duties to the Company.

         (b).    In the event of the termination of my employment by me or by
the Company for any reason, I shall return all documents, records, apparatus,
equipment and other physical property, or any reproduction of such property,
whether or not pertaining to Proprietary Information, furnished to me by the
Company or produced by myself or others in connection with my employment, to
the Company immediately as and when requested by the Company.

         (c).    I will promptly disclose to the Company, or any persons
designated by it, all "inventions", which includes all improvements,
inventions, formulas, ideas, circuits, mask works, works of authorship,
processes, computer programs, algorithms, techniques, schematics, know-how and
data, whether or not patentable, made or conceived or reduced to practice or
developed by me, either alone or jointly with others, during the term of my
employment and for one (1) year thereafter.  To the extent the Company does not
have rights therein hereunder, such disclosure shall be received by the Company
in confidence and does not extend the assignment made in Section (e) below.

         (d).    During the term of my employment and for one (1) year
thereafter, I will not encourage or solicit any employee of the Company to
leave the Company for any reason or to devote less than all of
<PAGE>   14
any such employee's efforts to the affairs of the Company, provided that the
foregoing shall not affect any responsibility I may have as an employee of the
Company with respect to the bona fide hiring and firing of Company personnel.

         (e).    I agree that all Inventions which I make, conceive, reduce to
practice or develop ( in whole or in part, either alone or jointly with others)
during my employment shall be the sole property of the Company and to the
extent permitted by law shall be "works made for hire".  The Company shall be
the sole owner of all patents, copyrights, trade secret rights with respect to
mask works and other intellectual property or other rights in connection
therewith.  I hereby assign to the Company any rights I may have or acquire in
such Inventions.  I agree to perform, during and after my employment, all acts
deemed necessary or desirable by the Company to permit and assist it, at the
Company's expense, in obtaining and enforcing patents, copyrights, trade secret
rights, rights with respect to mask works or other rights on such Inventions
and/or any other Inventions I have or may at any time assign to the Company in
any and all countries.  Such acts may include, but are not limited to,
execution of documents and assistance or cooperation in legal proceedings.  I
hereby irrevocably designate and appoint the Company and its duly authorized
officers and agents, as my agents and attorneys-in-fact to act for and in my
behalf and instead of me, to execute and file any applications or related
filings and to do all other lawfully permitted acts to further the prosecution
and issuance of patents, copyrights, trade secret rights, rights with respect
to mask works or other rights thereon with the same legal force and effect as
if executed by me.

         (f).    I attach hereto as Exhibit A a complete list of all Inventions
or improvements to which I claim ownership and that I desire to remove from the
operation of the Agreement, and I covenant that such list is complete.  If no
such list is attached to this Agreement, I represent that I have no such
Inventions and improvements at the time of signing this Agreement.

         (g).    I represent that my performance of all the terms of this
Agreement will not breach any agreement of obligation to keep in confidence
proprietary information acquired by me in confidence or in trust prior to my
employment by the Company.  I have not entered into, and I agree I will not
enter into, any agreement either written or oral in conflict herewith or in
conflict with my employment with the Company.

         3.      In consideration of the foregoing, the Company agrees that it
will not request as part of my employment that I divulge or make use of
confidential information of any of my former employers that has commercial
value to the business of the former employer who developed such information.

         4.      This Agreement shall be effective as of the first day of my
employment by the Company, and shall be binding upon me, my heirs, executors,
assigns, and administrators and shall inure to the benefit of the Company, its
subsidiaries, successors and assigns.

         5.      I acknowledge and understand that the Company will incur
irreparable harm and damage in the event that I breach or violate any of the
terms or conditions of this agreement, and I hereby agree that in addition to
any rights or remedies of law the Company may have for such breach or
violation, the Company shall be entitled to seek equitable remedies, including
the enforcement of this Agreement by injunction, specific performance, or any
other similar relief.

Dated:                  , 199
       -----------------     --


                                        ----------------------------------------

                                                                    , Employee
                                         ---------------------------
Accepted and Agreed to :

Spatial Technology Inc.

By 
   ----------------------------------
<PAGE>   15


                                   Exhibit A

Spatial Technology Inc.
2425 55th Street Building A
Boulder, CO  80301

Ladies and Gentlemen:

         1.      The following is a complete list of all inventions or
improvements relevant to the subject matter of my employment by Spatial
Technology Inc. ( the "Company") that have been made or conceived or first
reduced to practice by me alone or jointly with others prior to my employment
by the Company that I desire to remove from the operation of the Company's
Proprietary Information and Inventions Agreement.

                 No inventions or improvements.
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                 See below:
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                 Additional sheets attached.
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         2.      I propose to bring to my employment the following materials
                 and documents of a former employer:

                 No materials or documents.
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                 See below.
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                                                                      , Employee
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