<PAGE>   1
                                                                    EXHIBIT 10.6

                        JOINT SOFTWARE LICENSE AGREEMENT

                  This Joint Software License Agreement, dated as of November
14, 2000 (this "Agreement"), is made by and between Dassault Systemes S.A., a
societe anonyme organized under the laws of France and the owner of Purchaser
("Dassault Systemes") and/or certain affiliates of Dassault Systemes, 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 COMPONENTS, LLC and DASSAULT
SYSTEMES CORP. entered into a certain Purchase Agreement, dated July 4, 2000
("Purchase Agreement"), pursuant to which DASSAULT SYSTEMES CORP. acquired the
Component Business (as defined in the Purchase Agreement) from PlanetCAD and
SPATIAL COMPONENTS, LLC, including certain software; and

                  WHEREAS, in connection with the Purchase Agreement and as a
condition to closing the transaction contemplated thereunder PlanetCAD has
agreed to license to Dassault Systemes certain software, all in accordance with
the terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the premises and 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.

CNDA shall mean the Confidential and Non-Disclosure Agreement among, inter alia,
PlanetCAD and Dassault Systemes 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 neither PlanetCAD nor Dassault Systemes shall be deemed to
be controlled by any other Person or under common control with any Person that
is not one of their respective subsidiaries.

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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.

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, (g) Trade Secrets, and (h) all rights to sue and recover
damages and obtain injunctive relief for past, present and future infringement,
dilution, misappropriation, violation or breach thereof.

JOINT SOFTWARE shall mean the Software licensed and/or owned by PlanetCAD as set
forth on Schedule A.

LICENSES shall mean the agreements listed on Schedule A pursuant to which
PlanetCAD has acquired rights in the Joint Software.

OBJECT CODE shall mean computer-programming code, substantially or entirely in
binary form, that is directly executable by a computer after suitable
processing, but without the intervening steps of assembly, compilation or
link-edit.

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

RUN-TIME shall designate all software materials and databases that are necessary
to use any Software as well as this Software itself.

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.


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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, PlanetCAD agrees to license the
Joint Software to Dassault Systemes and to limit its rights in and to such
Software.

3.       OWNERSHIP RIGHTS AND LICENSES IN AND TO THE JOINT SOFTWARE

         3.1      Ownership and Licenses in and to the Joint Software. PlanetCAD
                  owns and/or is the licensee of certain rights in and to the
                  Joint Software, as described in more detail on Schedule A,
                  attached hereto and incorporated herein by reference.

         3.2      Licenses to the Joint Software. As of the Effective Date and
                  except as provided for in Section 9.19, PlanetCAD grants
                  Dassault Systemes the following rights:

                  (i)      A perpetual, worldwide, irrevocable, royalty-free,
                           fully paid-up license to use, distribute and sell the
                           Joint Software that: (i) was created by PlanetCAD,
                           (ii) is owned by PlanetCAD or (iii) was developed by
                           a third party for PlanetCAD as a work made for hire
                           under the copyright laws of the United States; and

                  (ii)     A perpetual, worldwide, irrevocable, royalty-free,
                           fully paid-up license to use, distribute and sell the
                           Joint Software that is licensed to PlanetCAD pursuant
                           to the Licenses.

         3.3      Derivative Works of the Joint Software.


                  3.3.1    Grant of License to Dassault Systemes

                  (i)      As of the Effective Date and except as provided for
                           in Section 9.19, PlanetCAD grants to Dassault
                           Systemes a perpetual, worldwide, irrevocable,
                           fully-paid, royalty-free license to make Derivative
                           Works of the Source Code of the Joint Software.

                  (ii)     At the end of each quarter, and for five (5) years
                           from the Effective Date, or for a longer period if
                           agreed to by the Parties, in the event that either
                           Party has made any Derivative Work from the Joint
                           Software, such Party shall deliver to the other Party
                           one copy of the Source Code of such Derivative Work,
                           in a sealed and dated envelope, in the form of a
                           CD-ROM, or other appropriate media.

                  (iii)    Such items shall be sent to Dassault Systemes or
                           PlanetCAD, as applicable, by international registered
                           mail to the following address:


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<TABLE>


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

                           In the case of Dassault Systemes:       Spatial Corp.
                                                                   2425 Street, Suite 100
                                                                   Boulder, Colorado 80301
                                                                   Attn. Mike Payne
</TABLE>

                           or may be delivered to either Party by e-mail
                           transmission if agreed to in advance by the receiving
                           Party.

                  (iv)     Neither Party shall have an obligation to maintain or
                           support all or part of the Derivative Works of the
                           Joint Software made pursuant to this Section 3.3.

                  3.3.2    Ownership of Derivative Works. The Parties agree that
                           all right, title and interest in and to all or part
                           of the Derivative Works of the Joint Software made by
                           either Party shall be owned exclusively by the Party
                           that developed such Derivative Work. To the extent
                           any assignment is necessary to evidence the intent of
                           this Section 3.3.2 and that this assignment cannot be
                           made at present, each Party agrees to assign to the
                           other Party 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 they may have in such Derivative
                           Works.

                  3.3.3    License Grant to Derivative Works. Effective upon
                           delivery of each Derivative Work as contemplated by
                           Section 3.3.1(ii) and subject to the restrictions
                           contained in this Agreement, the developing Party
                           hereby grants to the other Party a perpetual,
                           paid-up, royalty-free, worldwide, irrevocable,
                           non-exclusive license to use, prepare, compile,
                           install, execute, access, reproduce, distribute and
                           sell such Derivative Works of the Joint Software.

         3.4      Exclusive License. The licenses set forth in Sections 3.2 and
                  3.3 are exclusive for the benefit of Dassault Systemes for all
                  use of the Joint Software as component products (i.e., as
                  toolkits designed to be embedded into other software products
                  or services). For all other purposes, the licenses granted in
                  Sections 3.2 and 3.3 are non-exclusive as to Dassault
                  Systemes.

4.       RESTRICTIONS AND COVENANTS RELATING TO THE JOINT SOFTWARE

         4.1      Restrictions on PlanetCAD's Use of the Joint Software.
                  PlanetCAD hereby covenants and agrees to the following
                  restriction: As of the Effective Date, PlanetCAD will not,
                  directly participate in, or direct the participation in, the


<PAGE>   5



                  development, marketing, distribution, licensing, supporting,
                  sale or re-sale of the Joint Software as component products or
                  component toolkits.

         4.2      Covenants of PlanetCAD relating to the Joint Software. As of
                  the Effective Date, PlanetCAD covenants and agrees to use its
                  best efforts to secure for Dassault Systemes licenses
                  substantially similar to the Licenses set forth on Schedule A.
                  It is understood that any license secured pursuant to this
                  Section 4.2 shall run directly from the third party licensor
                  to Dassault Systemes.

         4.3      Effect of Competition by Dassault Systemes. The Parties hereby
                  agree that in the event that Dassault Systemes develops that
                  incorporate, use or are based upon the Joint Software and such
                  product offerings directly compete with 3Dshare.com, then
                  PlanetCAD may elect to terminate PlanetCAD's obligations of
                  the Parties agreed to by PlanetCAD in Sections 3.3.1 (ii),
                  3.3.1 (iii), 3.3.3 and 5 hereof and the restrictions set forth
                  in Section 4.1 shall automatically terminate. In such a case,
                  and only as to the use of the Joint Software, PlanetCAD shall
                  not be bound by the provisions of the non-competition clause
                  provided for in the Purchase Agreement executed on July 4,
                  2000.

5.       MAINTENANCE AND SUPPORT

         5.1      Maintenance and Support for the Joint Software. Commencing on
                  the Effective Date, the Parties shall provide each other with
                  five years maintenance and support, free of charge, as
                  described in the Maintenance and Support Services Schedule
                  (attached hereto as Schedule B and incorporated herein by
                  reference) as may be extended by mutual agreement of the
                  Parties. Upon termination of the obligations set forth in this
                  Section 5.1 all obligations of the Parties contained in
                  Sections 3.3.1 (ii), 3.3.1 (iii) and 3.3.3 shall terminate.

         5.2      Special Support Obligations of PlanetCAD. [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.]

6.       WARRANTIES AND DISCLAIMER OF WARRANTIES

         6.1      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

                  (ii)     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.


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         6.2      PlanetCAD Representations. PlanetCAD represents and warrants
                  to Dassault Systemes that it owns and/or has valid licenses in
                  all rights, title and interest in and to the Joint Software.

         6.3      DISCLAIMER OF WARRANTIES. THERE SHALL BE NO WARRANTIES,
                  EXPRESS OR IMPLIED, EXCEPT AS STATED IN THIS SECTION 6,
                  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.

7.       LIMITATION OF LIABILITY AND INDEMNIFICATION

         7.1      LIMITATION OF LIABILITY.

                  7.1.1    WITH THE EXCEPTION OF CLAIMS FOR (i) PERSONAL INJURY
                           OR DEATH, (ii) INTELLECTUAL PROPERTY INFRINGEMENT
                           INDEMNIFICATION, AS SET FORTH IN SECTION 7.4, AND
                           (iii) THE CONFIDENTIALITY PROVISIONS SET FORTH IN
                           SECTION 9.1: 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.

                  7.1.2    [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.]

         7.2      Dassault Systemes Indemnification. Dassault Systemes shall
                  indemnify and hold harmless PlanetCAD, and its officers,
                  directors, employees, agents, representatives and shareholders
                  from and against any claims, demands, suits, causes of action,
                  losses, damages, judgments, costs and expenses (including
                  reasonable attorneys' fees) arising out of or related to any
                  material breach of Dassault Systemes' representations,
                  warranties and covenants set forth in this Agreement.


<PAGE>   7


         7.3      PlanetCAD Indemnification. PlanetCAD shall indemnify and hold
                  harmless Dassault Systemes, its affiliates, and their
                  respective officers, directors, employees, agents,
                  representatives and shareholders from and against any claims,
                  demands, suits, causes of action, losses, damages, judgments,
                  costs and expenses (including reasonable attorneys' fees)
                  arising out of or related to any material breach of
                  PlanetCAD's representations, warranties and covenants set
                  forth in this Agreement.

         7.4      Intellectual Property Infringement Indemnification. Each Party
                  agrees to hold the other Party, its subsidiaries,
                  distributors, assignees and Affiliates, and their respective
                  officers, directors, employees, and shareholders
                  (collectively, the "Indemnities") harmless from and against
                  any claim of any nature, including, but not limited to,
                  administrative, civil or criminal procedures, which is or may
                  be made or raised against a Party's Indemnities by any third
                  party that the use or distribution of the Software that is the
                  subject of this Agreement and owned by the other Party,
                  infringes or violates any third party's patent, copyright,
                  trade secret or other intellectual property right in any
                  country. Indemnification hereunder shall cover all damages,
                  regardless of their nature, settlements, expenses and costs,
                  including costs of investigation, court costs and attorneys'
                  fees, and shall be for a period of seven (7) years from the
                  Effective Date. The payment of any indemnification shall be
                  contingent on:

                  (i)      A Party giving prompt written notice to the other
                           Party of any such claim or allegation;

                  (ii)     Cooperation by the indemnified Party with the other
                           Party in its defense against the claim; and

                  (iii)    The indemnified Parties obtaining the other Party's
                           prior written approval of any settlement, if any, by
                           the indemnified Party of such matters, such approval
                           not to be unreasonably withheld.

                  Notwithstanding the foregoing, neither Party shall have the
                  obligation to indemnify the other for any claims of
                  infringement based on any modification by the latest version
                  of its Software, or from the combination of its Software with
                  any other program, to the extent such claim would not have
                  arisen without such combination or from use of the unmodified
                  Software.



<PAGE>   8


         7.5      Additional Remedies. If the operation, distribution or use of
                  any Software that is the subject of this Agreement becomes, or
                  is likely to become, the subject of a claim involving the
                  infringement or other violation of any patent, copyright,
                  trade secret, or other intellectual property rights of any
                  third party, the Parties will jointly determine in good faith
                  what appropriate steps can be agreed upon, with a view towards
                  curing such infringement or other violation, at the Software
                  owner's sole charge. Such steps may include, but are not
                  limited to:

                  (i)      The owner securing the right for the other Party to
                           continue using the Joint Software, or

                  (ii)     The owner replacing or modifying the Software so that
                           it becomes non-infringing.

                  If no other option is reasonably available, the owner of the
                  Software agrees to use its best efforts to withdraw, at its
                  sole expense, the infringing Software from the market.

8.       TERM AND BREACH OF MATERIAL OBLIGATIONS

         8.1      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 unless terminated as provided in Section 8.2.

         8.2      Breach of Material Obligations. In the event a Party fails to
                  perform any of its material obligations under this Agreement,
                  the non-breaching Party has given written notice to the other
                  Party of such failure to perform, and the breach is not cured
                  within a sixty day period from receipt of the notice, the
                  non-breaching Party may terminate any and all of its
                  obligations to provide maintenance and support, as set forth
                  in Section 5, to the breaching Party.

9.       MISCELLANEOUS

         9.1      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 the Joint Software
                  and Derivative Works thereof shall be deemed to be
                  Confidential Information under the CNDA even though they are
                  not marked confidential.

         9.2      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.


<PAGE>   9


         9.3      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.

         9.4      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.

         9.5      Relationship of the Parties. PlanetCAD and Dassault Systemes
                  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.

         9.6      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 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


<PAGE>   10


                  In the case of Dassault Systemes:

                                                  Dassault Systemes
                                                  9 Quai Marcel Dassault
                                                  92150 Suresnes
                                                  Attn. Thibault De Tersant
                                                  cc: Law Department

         9.7      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.

         9.8      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.

         9.9      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 Dassault Systemes and PlanetCAD with respect
                  to the subject matter hereof.

         9.10     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 Dassault Systemes and
                  PlanetCAD.

         9.11     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 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.


<PAGE>   11


         9.12     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.

         9.13     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.

         9.14     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.

         9.15     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.

         9.16     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.

         9.17     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 Dassault
                           Systemes, 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 obligations under Sections 3.3 and 5 of 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;
                           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 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)      Except as provided in Section 5.2, either Party may
                           subcontract services necessary to perform the
                           obligations set forth in this Agreement provided that
                           any and all such subcontractors shall have entered
                           into agreements with the


<PAGE>   12


                           subcontracting Party sufficient to enable that Party
                           to comply with all terms and conditions of this
                           Agreement.

                  (d)      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.

         9.18     Trademarks. Notwithstanding any other provisions of this
                  Agreement, 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.

         9.19     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 Dassault Systemes
Its: Chief Executive Officer            Its: Executive Vice President
Name: R. Bruce Morgan                   Name: Thibault de Tersant

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