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                                                                    EXHIBIT 10.8


                          INTRAVISION LICENSE AGREEMENT

                  This IntraVision License Agreement (this "Agreement"), is made
by and between Spatial Component LLC ("Spatial"), a company organized under the
laws of the state of Delaware, and PlanetCAD Inc. (formerly known as Spatial
Technology Inc.), a corporation organized under the laws of the State of
Delaware ("PlanetCAD") (each a "Party," together, the "Parties").

                                   WITNESSETH:

                  WHEREAS, PlanetCAD, Spatial, and DASSAULT SYSTEMES CORP.
entered into a certain Purchase Agreement, dated July 4, 2000 ("Purchase
Agreement"), pursuant to which Spatial, a fully owned subsidiary of DASSAULT
SYSTEMES CORP. acquired the Component Business (as defined in the Purchase
Agreement) from PlanetCAD including certain software; and

                  WHEREAS, in connection with the Purchase Agreement and as a
condition to closing the transaction contemplated thereunder, and for good and
valuable consideration, Spatial desires to license to PlanetCAD certain
software, some in source code, and to appoint PlanetCAD as the exclusive end
user reseller for such software and end user products associated with such
software, all in accordance with the terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the mutual agreements and
covenants set forth in the Purchase Agreement and in this Agreement, and
intending to be legally bound hereby, the Parties hereby agree as follows:

1.       DEFINITIONS

         As used in this Agreement, the terms defined in this section shall have
the following respective meanings. Capitalized terms not otherwise defined
herein shall have the same meanings as set forth in the Purchase Agreement.

AFFILIATE(S) shall mean, with respect to any specified Person, any other Person
that, directly or indirectly, Controls, is Controlled by, or is under common
Control with such Person. As of the date of signature of this Agreement, the
list of Affiliates for each party is specified in Schedule A.

ASP(S) shall mean for this Agreement, application services provider, i.e.
service(s) offered on line, through Web sites or as enterprise versions offered
on corporate Intranets, allowing end users to use an application software
functionality, provided by a supplier on its Web site or on a corporate server
in the case of enterprise versions, on a one task at a time or subscription
basis, and charged to the end user as such, with no access to the underlying
software application that allows the technical work of the task to be performed.
The foregoing does not preclude


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PlanetCAD from providing the IntraVision Viewer as an Internet hosted ASP or on
a corporate server for enterprise versions.

CNDA shall mean the Confidential and Non-Disclosure Agreement ref
01344A2000GRUP, among, inter alia, PlanetCAD and Spatial executed
contemporaneously herewith.

CONTROL, with respect to the relationship between or among two or more Persons,
shall mean the possession, directly or indirectly, or as trustee or executor, of
the power to direct or cause the direction of the affairs or management of a
Person, whether through the ownership of voting securities, as trustee or
executor, by contract or otherwise, including, without limitation, the
ownership, directly or indirectly, of securities having the power to elect a
majority of the board of directors or similar body governing the affairs of such
Person; provided that PlanetCAD shall not be deemed to be controlled by any
other Person or under common control with any Person that is not one of its
subsidiaries and Spatial shall not be deemed to be controlled by any other
Person or under common control with any Person that is not controlled or under
common control of Dassault Systemes.

DERIVATIVE WORK(S), means, related to Software, a work which is based upon in
whole or in part of such Software, such as a revision, enhancement,
modification, translation, abridgment, condensation, expansion, or any other
form in which such Software may be recast, transformed, or adapted, or which, if
prepared without authorization of the owner of the copyright or other
intellectual property right in such Software, would constitute a copyright
infringement or other violation of the intellectual property rights. A
Derivative Work shall also include, without limitation, compilations or
link-edits, improvements, bug fixes, corrections, look and feel changes,
upgrades, updates and new version that incorporate such Software in whole or in
part.

EFFECTIVE DATE means November 14, 2000.

INTRAVISION shall mean the computer software program known as IntraVISION
Enterprise(R) or IntraVision Enterprise Viewer, in the version and release that
is commercially available at the Effective Date.

IVSDK shall mean the IntraVision Software Development Kit, in the version and
release that is commercially available at the Effective Date, as well as further
corrections, enhancements and modifications.

INTELLECTUAL PROPERTY shall mean (a) inventions, whether or not patentable,
whether or not reduced to practice, and whether or not yet made the subject of a
pending patent application or applications, (b) ideas and conceptions of
potentially patentable subject matter, including without limitation, any patent
disclosures whether or not reduced to practice and whether or not yet made the
subject of a pending patent application or applications, (c) Patents, (d)
Trademarks, (e) copyrights (registered or otherwise) and registrations and
applications for registration thereof, all moral rights of authors therein, and
all rights therein provided by international treaties, conventions or common
law, (f) Software, and (g) trade secrets.


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PERSON(S) shall mean any individual or legal entity, including without
limitation, partnership, corporation, association, trust or unincorporated
organization.

SOFTWARE shall mean any computer software program, including programming-code,
on-line documentation, if any, user interface related thereto or associated
therewith, to the extent that such user interface does exist, and related user
and installation documentation other than on-line documentation associated with
this computer software program.

SOURCE CODE shall mean computer-programming code and related system
documentation, comments and procedural code, that is not directly executable by
a computer but which may be printed out or displayed in a form readable and
understandable by a qualified programmer.

2.       PURPOSE

         Subject to the terms and conditions herein, Spatial agrees to license
         the source code of IntraVision and to grant PlanetCAD the exclusive
         right to sell IntraVision.

3.       OWNERSHIP RIGHTS AND LICENSE GRANTS

         3.1      Ownership of IntraVision. Except for the rights granted
                  PlanetCAD in this Section 3, all right, title and interest in
                  and to IntraVision shall remain with Spatial, including the
                  right to create Derivative Works of IntraVision.

         3.2      Source Code Development and Derivative Works License to
                  IntraVision. As of the Effective Date, and subject to Sections
                  5.1 and 10.20, Spatial grants to PlanetCAD a perpetual,
                  worldwide, irrevocable, exclusive license to use, maintain and
                  support, adapt, prepare, compile, install, make, execute,
                  access, and reproduce, the IntraVision Source Code, and make
                  Derivative Works thereof, to develop and to offer its
                  customers end user products. The license in this Section 3.2
                  grants PlanetCAD from the Effective Date the exclusive right
                  to (a) market and distribute IntraVision products; (b) create
                  Derivative Works of, and modifications and enhancements to
                  IntraVision in which all right, title and interest will be in
                  PlanetCAD; and (c) use the IntraVision name and all trademarks
                  and trade names associated therewith for such marketing and
                  distribution. The parties agree that notwithstanding the
                  exclusivity granted to PlanetCAD for this license, all
                  licenses previously granted to end users or distributors are
                  valid and in full force and effect and Spatial shall be
                  entitled to keep using its rights to IntraVision for
                  fulfilling all such existing obligations through their
                  contractual term. Spatial will keep all right to use
                  IntraVision for test and demonstration purposes. PlanetCAD
                  shall not use this license to create a software that is
                  similar to the IVSDK or that competes with the IVSDK.

         3.3      Ownership of Derivative Works of IntraVision. The Parties
                  agree that Derivative Works based on IntraVision will be
                  created by PlanetCAD under this Agreement


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                  and that all right, title and interest in and to all or part
                  of the Derivative Works made by PlanetCAD pursuant to the
                  license granted in Section 3.2 shall be owned exclusively by
                  PlanetCAD. Spatial understands and agrees that such Derivative
                  Works made by PlanetCAD, as well as any portion thereof, shall
                  be the sole property of PlanetCAD from date of creation and,
                  to the extent permitted by law. To the extent an assignment is
                  necessary and that this assignment cannot be made at present,
                  Spatial agrees to assign to PlanetCAD all of its right, title
                  and interest in and to these Derivative Works, and any part
                  thereof, and in and to all copyrights, patents and other
                  proprietary rights Spatial may have in such Derivative Works.

         3.4      IntraVision Customers. Subject to any applicable law and, when
                  required by law or contract, subject to customers' approval if
                  needed, Spatial shall assign its IntraVision customers,
                  including any maintenance contracts for ongoing updates and
                  support, to PlanetCAD. In order to facilitate such assignment,
                  Spatial shall introduce its customers to PlanetCAD and assist
                  PlanetCAD in transitioning such customers. The list of such
                  customers is attached to this Agreement as Schedule B;
                  PlanetCAD agrees to fulfill the obligations due these
                  customers and take all actions reasonably necessary to satisfy
                  them. PlanetCAD agrees that it has full knowledge of these
                  customers and related obligations since they were PlanetCAD
                  customers until the Effective Date. PlanetCAD agrees to
                  discharge Spatial from any and all liabilities related to such
                  transferred customers.

4.       MAINTENANCE, SUPPORT AND UPGRADES

                  Spatial shall not provide maintenance, support, or upgrades
                  for IntraVision.

5.       ROYALTY FEES, PAYMENT

         5.1      Royalty Fees. [REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT UNDER RULE 24B-2 OF THE GENERAL RULES AND
                  REGULATIONS UNDER THE SECURITIES EXCHANGE ACT. OMITTED
                  INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
                  COMMISSION TOGETHER WITH SUCH REQUEST FOR CONFIDENTIAL
                  TREATMENT.]

         5.2      Reporting and Payment of Royalty. Royalty payments will be
                  made on a quarterly basis. PlanetCAD shall provide a royalty
                  report to Spatial within 10 business days after the end of
                  each quarter, subject to adjustment within 30 days of receipt
                  of such report, and the report shall be accompanied by payment
                  for royalties due, if any.

         5.3      Audit Rights. PlanetCAD shall, for two years, keep true and
                  accurate records and books of account for each transaction
                  subject to the royalty obligation set forth in this Section 5
                  containing all particulars which may be necessary for the
                  purpose of auditing payments to Spatial under this Agreement.
                  During such two year


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                  period, and upon reasonable notice to PlanetCAD, Spatial shall
                  have the right to have an audit conducted through a licensed
                  independent accounting firm, of any billings, collections, and
                  taxes on such itemized statement, and to examine the records
                  and books of account of PlanetCAD in connection therewith.
                  PlanetCAD will bear the costs of such audit if a discrepancy
                  or error of computation in an amount greater than USD 10,000
                  in favor of Dassault is identified. Any audit conducted
                  pursuant to this Section 5.3 shall not be conducted in such a
                  manner as to unreasonably interfere with PlanetCAD's
                  operations and in no event shall an audit be conducted more
                  frequently than once each year.

6.       PAYMENTS AND TAXATION

         6.1      Payments. All payments due under this Agreement shall be made
                  in U.S. dollars by bank check or electronic transfer to an
                  account designated by Spatial.

         6.2      Definition of Net Revenue. Net Revenue shall consist of all
                  revenues recognized by PlanetCAD for the sale and licensing of
                  IntraVision and Derivative Works thereof, including enterprise
                  versions and ASP services offered directly or indirectly by
                  PlanetCAD that incorporate, or are facilitated by or are based
                  on IntraVision and/or Derivative Works thereof. Royalty
                  payments to Spatial shall be based on a prorata share of the
                  total price (if IntraVision is offered as a service or ASP or
                  as a bundled product). Any discount on bundled products,
                  services, ASPs or other products including IntraVision or
                  Derivative Works as well as in IntraVision or Derivative Works
                  sold as standalone products, shall be made pro rata to the
                  other products in the same offer/bundle of software or
                  services. Net Revenue shall be net of any applicable discounts
                  and net of any commissions or fees paid to third party
                  resellers, and less any other fees and charges invoiced by
                  PlanetCAD to the customers, without deduction by PlanetCAD of
                  any other costs or expenses related to achievement of the
                  revenue, provided, however, that Net Revenue shall be reduced
                  by the amount, if any, of (i) value-added taxes, (ii) sales
                  taxes or (iii) withholding taxes imposed by any jurisdiction
                  on payments made by a payor in such jurisdiction to a payee
                  outside of such jurisdiction.

         6.3      Pricing. PlanetCAD will set prices for IntraVision and ASP
                  services based on IntraVision, based on a competitive
                  assessment of similar products. PlanetCAD will provide
                  information to Spatial within 15 days of any change to list
                  prices.

7.       WARRANTIES AND DISCLAIMER OF WARRANTIES

         7.1      Mutual Representations. Each Party represents and warrants to
                  the other Party that such Party:

                  (i)      Has suitable agreements with its respective employees
                           to meet the confidentiality obligations under this
                           Agreement; and


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                  (ii)     It is under no obligation or restriction, and will
                           not assume any obligation or restriction, that would
                           prevent it from performing its obligations under this
                           Agreement.

         7.2      Spatial Representations. Spatial makes no representation and
                  warranties on IntraVision since the product was transferred to
                  it by PlanetCAD under the Purchase Agreement. IntraVision is
                  licensed on an "AS IS" basis. Spatial represents that it has
                  no intention to (i) make or develop products based on or
                  incorporating IntraVision or (ii) upgrade, modify, enhance or
                  otherwise maintain IntraVision.

         7.3      DISCLAIMER OF WARRANTIES. THERE SHALL BE NO WARRANTIES,
                  EXPRESS OR IMPLIED, EXCEPT AS STATED IN THIS SECTION 7,
                  INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
                  MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, USE, OR
                  REQUIREMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
                  AGREEMENT, ANY INFORMATION OR MATERIALS FURNISHED BY EITHER
                  PARTY TO THE OTHER ARE PROVIDED ON AN "AS IS" BASIS.

8.       LIMITATION OF LIABILITY AND INDEMNIFICATION

         8.1      LIMITATION OF LIABILITY.

                  8.1.1    WITH THE EXCEPTION OF CLAIMS FOR PERSONAL INJURY OR
                           DEATH, AND THE CONFIDENTIALITY PROVISIONS SET FORTH
                           IN SECTION 10.1: IN NO EVENT SHALL EITHER PARTY BE
                           LIABLE FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL,
                           INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND,
                           INCLUDING ANY LOST PROFITS, LOST SAVINGS, LOST STAFF
                           TIME OR OTHER ECONOMIC DAMAGES ARISING OUT OF OR IN
                           CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF
                           THE POSSIBILITY OF SUCH DAMAGES.

                  8.1.2    IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS
                           AGREEMENT FOR AN AMOUNT GREATER THAN THE AMOUNT THAT
                           SPATIAL HAS RECEIVED PURSUANT TO SECTION 5.1 IN THE
                           TWELVE MONTH PERIOD PRECEDING THE CLAIM.

9.       TERM

         This Agreement shall come into force as of the Effective Date, and
         shall remain valid until the expiration of the last copyright or other
         protection available in any Software herein licensed.


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10.      MISCELLANEOUS

         10.1     Confidentiality. All communications and information disclosed
                  by one Party to the other Party under this Agreement shall be
                  subject to the terms and conditions of the CNDA.
                  Notwithstanding anything to the contrary in the CNDA, all
                  information relating to the Source Code of IntraVision thereof
                  shall be deemed to be Confidential Information under the CNDA
                  even though they are not marked confidential.

         10.2     Freedom of Action. Except as otherwise provided, nothing
                  contained in this Agreement shall be construed to limit or
                  impair any right of either Party to enter into similar
                  agreements with other parties, or to develop, acquire, license
                  or market, directly or indirectly, other products or services,
                  competitive with those offered by the other Party.

         10.3     Additional Instruments. Notwithstanding termination of this
                  Agreement, the Parties covenant and agree to execute and
                  deliver any additional instruments or documents necessary to
                  carry out the general intent of this Agreement, including
                  without limitation patent assignments or any other assignments
                  necessary to evidence the ownership of Intellectual Property
                  contemplated hereby or any such additional instruments or
                  documents, including such instruments as may be required by
                  the laws of any jurisdiction, now or in effect or hereinafter
                  enacted, that may affect a Party's rights, title or interest,
                  as applicable, in and to any of the software governed hereby.

         10.5     Irreparable Injury. Each Party acknowledges and agrees that
                  each covenant in this Agreement pertaining to confidential
                  information and ownership of intellectual property is
                  reasonable and necessary to protect and preserve the rights of
                  the other Party in its confidential information and
                  intellectual property, and that any breach by such Party of
                  the terms of this Agreement may result in irreparable injury
                  to the other Party. Each Party, therefore, subject to a claim
                  of laches, estoppel, acquiescence or other delay in seeking
                  relief, consents and agrees that the other Party shall be
                  entitled to seek and obtain a temporary restraining order and
                  a permanent injunction to prevent a breach or contemplated
                  breach of this Agreement and waives any requirement that the
                  other Party post a bond in connection with seeking such
                  injunctive relief.

         10.6     Relationship of the Parties. PlanetCAD and Spatial are
                  independent contractors, and nothing in this Agreement will
                  create any partnership, joint venture, agency, franchise,
                  sales representative, or employment relationship between the
                  Parties. Neither Party has the authority to act as agent for
                  the other Party or to conduct business in the name of such
                  other Party or make statements, warranties or representations
                  that exceed or are inconsistent with the warranties provided
                  hereunder.

         10.7     Notices. All notices required or permitted shall be given in
                  writing, in the English language, and shall be deemed
                  effectively delivered upon personal delivery or


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                  three days after deposit with a carrier by registered mail or
                  other equivalent service, postage prepaid, return receipt
                  requested, addressed as follows, or to such other address as
                  either Party may designate to the other:

                        In the case of PlanetCAD: PlanetCAD Inc.
                                                  2520 55th Street, Suite 200
                                                  Boulder, Colorado 80301
                                                  Attn:  Office of the President

                        In the case of Spatial:   Spatial
                                                  2425 55th Street, Suite 100
                                                  Boulder, Colorado 80301
                                                  Attn:  Mr. Mike Payne, CEO

         10.8     Headings. The descriptive headings contained in this Agreement
                  are for convenience of reference only and shall not affect in
                  any way the meaning or interpretation of this Agreement.

         10.9     Severability. If any term or other provision of this Agreement
                  is deemed invalid, illegal or incapable of being enforced by
                  any law or public policy, all other terms and provisions of
                  this Agreement shall nevertheless remain in full force and
                  effect so long as the economic or legal substance of the
                  transactions contemplated hereby is not affected in any manner
                  materially adverse to any Party.

         10.10    Entire Agreement. This Agreement, together with the Schedules
                  attached hereto, constitutes the entire agreement of the
                  Parties with respect to the subject matter hereof and
                  supersedes all prior agreements and undertakings, both written
                  and oral, between Spatial and PlanetCAD with respect to the
                  subject matter hereof.

         10.11    Amendment. This Agreement may not be amended or modified
                  except by an instrument in writing signed by, or on behalf of,
                  duly authorized representatives of Spatial and PlanetCAD.

         10.12    Applicable Law, Venue. This Agreement shall be governed by,
                  and construed in accordance with, the Laws of the State of New
                  York, applicable to contracts executed in and to be performed
                  entirely within that state (without regard to the conflicts of
                  Law provisions thereof). This Agreement shall not be governed
                  by the U.N. Convention on Contracts for the International Sale
                  of Goods. The parties hereto hereby (a) submit to the
                  exclusive jurisdiction of any court of competent jurisdiction
                  sitting in the State of Delaware, The City of Wilmington for
                  the purpose of any Action arising out of or relating to this
                  Agreement brought by any party hereto, and (b) agree, to the
                  fullest extent permitted by applicable law, to waive, and not
                  to assert by way of motion, defense, or otherwise, in any such
                  Action, any claim that is not subject personally to the
                  jurisdiction of the above-named courts, that its property is
                  exempt or immune from attachment or


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                  execution, that the Action is brought in an inconvenient
                  forum, that the venue of the Action is improper, or that this
                  Agreement may not be enforced in or by any of the above-named
                  courts.

         10.13    Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES
                  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT
                  MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTIONS OR
                  PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
                  CONNECTION WITH THIS AGREEMENT, OR THE TRANSACTIONS
                  CONTEMPLATED HEREUNDER.

         10.14    Counterparts. This Agreement may be executed in one or more
                  counterparts, each of which when executed shall be deemed to
                  be an original but all of which taken together shall
                  constitute one and the same agreement.

         10.15    No Waiver. The failure of either Party to enforce any
                  provision of this Agreement shall not constitute a waiver of
                  the right to subsequently enforce such provision, or any other
                  provision of this Agreement.

         10.16    Force Majeure. Neither Party shall be held liable for any
                  failure to perform any of its obligations under this Agreement
                  for as long as, and to the extent that such failure is due to
                  an event of force majeure. An event of force majeure shall
                  include general strikes, lockouts, acts of God, acts of war,
                  mobilization of troops, fire, extreme weather, flood, or other
                  natural calamity, embargo, acts of governmental agency,
                  government or any other laws or regulations.

         10.17    Expenses. Except as expressly provided for in this Agreement,
                  each Party shall bear its own expenses incurred in connection
                  with this Agreement, including without limitation travel and
                  living expenses incurred by that Party's employees.

         10.18    Assignment; Subcontracting; Third Party Beneficiaries.

                  (a)      This Agreement may be assigned or otherwise
                           transferred, by operation of law or otherwise without
                           the express written consent of PlanetCAD and Spatial,
                           but in such event the assigning Party shall give
                           notice to the non-assigning Party and the
                           non-assigning Party shall have the right to terminate
                           its maintenance and support obligations under this
                           Agreement within the 30 day period following receipt
                           of such notice.

                  (b)      Either Party may assign or otherwise transfer all or
                           part of this Agreement to any of its Affiliates and
                           for as long as it remains an Affiliate; provided that
                           no such assignment shall relieve a Party of any of
                           its obligations under this Agreement. In the event
                           there is a change of Control of an Affiliate which
                           terminates its status as an Affiliate of the party to
                           this Agreement, and this


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                           Agreement has been assigned to such an Affiliate,
                           this Agreement shall be assigned back to the party
                           within 6 months of the effective date of the change
                           of Control.


                  (c)      This Agreement shall be binding upon and inure solely
                           to the benefit of the Parties hereto and their
                           permitted assigns, subcontractor or transferee, and
                           nothing herein, express or implied, is intended to or
                           shall confer upon any other person, including,
                           without limitation, any union or any employee or
                           former employee of either Party, any legal or
                           equitable right, benefit or remedy of any nature
                           whatsoever, including, without limitation, any rights
                           of employment for any specified period, under or by
                           reason of this Agreement.

         10.19    Trademarks. Spatial grants to PlanetCAD a non-exclusive,
                  royalty-free license to use the mark IntraVision(R) in
                  connection with advertising, promotion, sale and support of
                  any products or services developed or created under Section 3
                  of this Agreement. Subject to the foregoing, neither Party
                  shall have the right under this Agreement to use the other
                  Party's trademarks or trade names in connection with any
                  product, service, promotion, public announcement,
                  advertisement or other publication, without securing the prior
                  written consent of such other Party.

         10.20    Third Party Licenses. Each party is relieved of its
                  obligations, if any, to (i) deliver the Source Code of a
                  product licensed hereunder or (ii) authorize the creation of
                  Derivative Works from Source Code hereunder to the extent that
                  fulfilling such obligations would cause such party to breach
                  any third party license agreement entered into by such party
                  after the Effective Date.

         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed in duplicate originals by their duly authorized officers or
representatives.

In Paris, on November 14, 2000

 For PlanetCAD Inc.                         For Spatial

 Its: Chief Executive Officer               Its: Secretary
 Name: R. Bruce Morgan                      Name: Thibault de Tersant

 Signature: /s/ R. Bruce Morgan             Signature:  /s/ Thibault de Tersant