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                                                                   Exhibit 10.37



                                  July 2, 2002




Mr. Marc Dulude
4 Rowan Field Road
Wayland, MA  01778

Dear Marc:

         The purpose of this letter agreement is to set out the terms of your
current service and compensation arrangements with Moldflow Corporation (the
"Company"). This letter will replace and supercede your existing Executive
Employment Agreement dated February 1, 2000 (the "Employment Agreement"), unless
otherwise set forth herein.

1.       TITLE AND DUTIES: Effective June 5, 2002, you resigned from your roles
         as President and Chief Executive Officer. You retained the position of
         Chairman of the Board as an employee of the Company until June 30, 2002
         at which time your employment with the Company terminated. June 30,
         2002 constituted your last day of employment for all purposes,
         including employee benefits and stock option vesting. In accordance
         with the terms of the Employment Agreement, you will have 3 months from
         June 30, 2002 to exercise your stock options that were vested on that
         date. You will retain the position of Chairman of the Board of
         Directors until otherwise determined by you or the Board of Directors.
         From June 30, 2002 through the earlier of (i) December 6, 2002 or (ii)
         the date on which you begin new employment (the "Consulting Term"), in
         addition to your duties as Chairman of the Board of Directors, you will
         be available to provide consulting services to the Board of Directors
         and Roland Thomas in the areas of strategic planning, special projects,
         and overall transitional issues (the "Services"). The Services will be
         provided at the discretion of the Board of Directors and Roland Thomas
         on up to a full time basis throughout the Term. You will inform Roland
         Thomas when you begin new employment.

2.       COMPENSATION: As consideration for the Services, the Company will
         compensate you as follows during the Consulting Term:

         (a)      The Company will pay you consulting fees equal to $20,583.33
                  per month, such amounts to be paid semi-monthly.

         (b)      You may elect to continue the current group medical and dental
                  insurance coverage for up to 18 months following June 30, 2002
                  provided you or your eligible dependents remain eligible for
                  such coverage under the federal law known as COBRA. If you
                  elect such continuation coverage, the Company would reimburse
                  you for 50% of the medical premiums and 100% of the dental
                  premiums that it pays for active employees with the same
                  coverage.

         (c)      You will be reimbursed for normal business expenses in
                  accordance with the Company's expense reimbursement policy.

3.       DIRECTOR STATUS: Effective July 1, 2002, you will be considered a
         non-employee director and entitled to be paid cash compensation payable
         to non-employee directors and receive stock options in accordance with
         the Company's 2000 Stock Option and Incentive Plan.


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4.       CONTINUING PROVISIONS OF EMPLOYMENT AGREEMENT: You agree that Sections
         4 , 5 and 15 of the Employment Agreement will continue in full force
         and effect and that all other provisions of the Employment Agreement
         are expressly superceded by this letter agreement.

         If you agree with the foregoing provisions, please sign below where
indicated.


Very truly yours,


/s/ A. Roland Thomas
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A. Roland Thomas
President and CEO



Acknowledged and Agreed:



/s/ Marc J.L. Dulude
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Marc J.L. Dulude