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                                                                    EXHIBIT 10.3

                              CO-BRANDING AGREEMENT

                  This CO-BRANDING AGREEMENT (this "Agreement") is made as of
this November 14, 2000 by and between Dassault Systemes, 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
SYSTEMS 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, PlanetCAD has created, operates and maintains its own
Web sites, including, without limitation 3Dshare.com and PlanetCAD.com, through
which PlanetCAD provides Internet-based services to its customers, and has
competence and expertise in the supply of Internet-based services to customers.

                  WHEREAS, as a condition to closing the transaction
contemplated under the Purchase Agreement, the Parties hereto agreed to enter
into this Agreement for the co-branding of 3Dshare.com.

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

                                    SECTION 1
                                   DEFINITIONS

                  All capitalized terms not otherwise defined herein shall have
the same meanings set forth in the Asset Purchase Agreement.

                  1.1 "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.

                  1.2 "Billing Party" means the party responsible for all
billing and collection matters associated with the Co-Branded Service.


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                  1.3 "CBD Software" shall mean the following computer software
programs, whichever packaging and naming, in the version and release that is
commercially available at the Effective Date, as well as corrections,
enhancements and modifications of the CBD Software delivered in the maintenance
services provided under the Cross-License Agreement executed contemporaneously
by the Parties: ACIS (R) 3D Toolkit, ACIS (R), Advanced Blending Husk, ACIS(R)
Advanced Rendering Husk, ACIS(R) Local Operations Husk, ACIS(R) Shelling Husk,
ACIS(R) Precise Hidden Line Husk, ACIS(R) Mesh Surface Husk, ACIS(R) Space
Warping Husk, ACIS(R) Advanced Surfacing Husk, ACIS(R) Cellular Topology Husk,
Spatial Deformable Modeler, ACIS(R) Deformable Modeling Husk, JetScream(TM),
ACIS(R) JetScream Husk, ACIS (R) RevEnge Husk (MetroCad), ACIS(R) AEC Husk,
IVSDK, ACIS(R) Open Viewer and Plug-ins, Large Model Viewer, 3D Building
Blox(TM), SAT(R) (ACIS File Format).

                  1.4 "CNDA" means the Confidential and Non-Disclosure Agreement
among, inter alia, PlanetCAD and Dassault Systemes executed contemporaneously
herewith.

                  1.5 "Co-Branded Service" means the service to be developed
under this Agreement, including Enhancements, which will be offered to Dassault
Systemes Customers via the Dassault Systemes Web site(s) and will contain
translation and healing application services substantially similar to those
currently offered and sold on the PlanetCAD Web site(s) as of the Effective Date
under the product name 3Dshare.com, and based upon the CBD Software.

                  1.6 "Control" means, 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 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.

                  1.7 "Dassault Systemes" shall mean the entity that is a party
to this Agreement and each of its Affiliates.

                  1.8 "Dassault Systemes Customer(s)" means any customer of the
Co-Branded Service having accessed such Web service, wherever hosted, by first
logging in on any Dassault Systemes Web site.

                  1.9 "Dassault Systemes Customer Database(s)" shall have the
meaning set forth in Section 6.1.

                  1.10 "Dassault Systemes Personnel" means employees, officers,
agents, independent contractors and subcontractors of Dassault Systemes.

                  1.11 "Dassault Systemes Web sites" means any Web site created,
owned, operated or supported by or for Dassault Systemes.

                  1.12 "Effective Date" means November 14, 2000.


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                  1.13 "Enhancements" mean without limitation, compilations,
modifications, adaptations, improvements, bug fixes, corrections, versions,
design changes, revisions, upgrades, updates, and new versions with respect to
the Co-Branded Services during the Term of this Agreement.

                  1.14 "Hardware Infrastructure" means all hardware equipment,
materials, products and facilities that may be necessary at any time to operate
the Software Infrastructure to the Co-Branded Service.

                  1.15 "Infrastructure" means the "Software Infrastructure" and
the "Hardware Infrastructure."

                  1.16 "Initial Term" shall have the meaning set forth in
Section 10.1.

                  1.17 "Know-How" shall mean all residual information of a
non-tangible form, which is not protected by the United States or European Union
laws of copyright, patent or trade secrets and which may be retained by a party
who has had access to confidential and proprietary information of the other
party, including ideas, concepts or techniques contained therein.

                  1.18 "Launch Date" shall mean the date of first log in of a
Dassault Systemes Customer for the Co-Branded Service.

                  1.19 "Marks" shall have the meaning set forth in Section 3.4.

                  1.20 "Net Revenue" shall have the meaning set forth in Section
5.5.

                  1.21 "Non-Billing Party" means the party who is not the
Billing Party.

                  1.22 "Person" means any individual or legal entity, including
without limitation, partnership, corporation, association, trust or
unincorporated organization.

                  1.23 "PlanetCAD Personnel" means employees, officers, agents,
independent contractors and subcontractors of PlanetCAD.

                  1.24 "PlanetCAD Web sites" means 3dshare.com, PlanetCAD.com
and any other Web site created, owned, operated or supported by or for
PlanetCAD.

                  1.25 "Revenue Report" shall have the meaning set forth in
Section 5.6.

                  1.26 "Software" means 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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                  1.27 "Server Software" means all software, including without
limitation, Web interface, Web middleware, Web dynamic content billing, Web
content generation software, and any Derivative Works thereof that is used by
PlanetCAD to provide services on the Co-Branded Service. The list of all such
Software as of the Effective Date is attached in Schedule A which will be
updated by PlanetCAD when reasonably requested by Dassault Systemes and when in
PlanetCAD's determination significant changes have been made.

                  1.28 "Software Infrastructure" means the software
configuration and environment necessary to perform, supply and support the
Co-Branded Service including any Third Party Software.

                  1.29 "Term" shall have the meaning set forth in Section 10.1.

                  1.30 "Third Party Software" means computer software programs
owned by a party other than PlanetCAD or Dassault Systemes and incorporated
into, or required for the development, operation and/or support of any Web
service governed by this Agreement and the Infrastructure associated therewith.

                                    SECTION 2
                                 SUBJECT MATTER

                  2.1 Engagement. Dassault Systemes and PlanetCAD agree to
cooperate to develop and bring to their customers the Co-Branded Service under
the terms and conditions set forth below.

                                    SECTION 3
                         OWNERSHIP AND LICENSING RIGHTS

                  3.1 Ownership by PlanetCAD. All right, title and interest in
and to: (i) the Server Software and (ii) the service known as of the Effective
Date as 3Dshare.com and its Enhancements shall be owned by PlanetCAD.

                  3.2 Ownership by Dassault Systemes. All right, title and
interest in and to the CBD Software and its Enhancements shall be owned by
Dassault Systemes.

                  3.3 Limited Hosting License. PlanetCAD hereby grants to
Dassault Systemes a fully-paid, non-exclusive, worldwide, revocable limited
license to the Server Software and Infrastructure for the sole purpose of (i)
hosting the Co-Branded Service and (ii) fulfilling its obligations under this
Agreement. The license granted pursuant to this Section 3.3 shall be deemed to
be automatically revoked upon termination of this Agreement. Within 2 weeks
following execution of this Agreement, PlanetCAD will provide Dassault Systemes
with the necessary media and licensing keys or similar authorization system (if
any) to use such Server Software and Infrastructure according to the above
license.

                  3.4 Use of Marks. Prior to commercialization of the Co-Branded
Service the parties shall agree on the use and placement of all Dassault
Systemes and PlanetCAD logos,


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trade names, trademarks, service marks, and similar identifying material
(collectively referred to as "Marks") on the Co-Branded Service. Any usage of a
party's Marks on the Co-Branded Service including without limitation size,
placement, font and style of such Marks will be subject to such party's prior
written approval. On or before the Launch Date, each party shall grant the other
party a non-exclusive, non-transferable, revocable right to use their approved
Marks, for the sole purpose of advertising, marketing, promotion and sale of the
Co-Branded Service. In connection with such license each party agrees not to use
the other party's Marks in any manner that is disparaging or that otherwise
portrays such party in a negative light. Each party retains all right, title and
interest, in and to its Marks. Upon termination of this Agreement the right in
either party to use the other party's Marks shall automatically terminate.

                  3.5 Know-How. The parties hereby acknowledge and agree that
any and all rights to Know-How developed or shared under this Agreement by
either party shall be jointly owned by the parties and may be used by either
party in the operation of their respective businesses during and following
termination of this Agreement.

                                    SECTION 4
            DEVELOPMENT AND COMMERCIALIZATION OF THE CO-BRANDED SITE

                  4.1 Review of Co-Branded Site. Immediately prior to the Launch
Date, each party shall have an opportunity to review the content and
presentation of the Web pages relating to the Co-Branded Service and shall have
the right to request reasonable changes to any aspect of the Co-Branded Service,
including without limitation, the look and feel of the Web pages.

                  4.2 Appointment of Liaison. As soon as practicable after the
Effective Date, each party shall appoint a project manager to act as a liaison
to oversee and ensure compliance of the respective obligations of the parties
hereunder.

                  4.3 Access to the Co-Branded Service by Dassault Systemes
Customers. During the Term of this Agreement, the Co-Branded Service will be
accessible from any Dassault Systemes Web site(s), as determined by Dassault
Systemes in its sole discretion, on a fully transparent basis by way of a direct
link to the first Web page of the Co-Branded Service. Upon exiting the
Co-Branded Service, the Dassault Systemes Customers will be automatically
returned to the Dassault Systemes Web site. PlanetCAD shall, with consultation
and input from Dassault Systemes, perform all services necessary for the
implementation of such link between the Dassault Systemes Web site and the
Co-Branded Service.

                  4.4 Co-Branding Designations. The Co-Branded Service will be
designated as such by use of both party's Marks on the Co-Branded Service, and
inclusion of wording such as "powered by PlanetCAD" on all Web pages, associated
with the Co-Branded Service. The placement, text, font and size of the wording
shall be mutually agreed upon by the parties.

                  4.5 Hosting and Customer Support Obligations of the Parties.
Unless otherwise agreed by the parties: (i) PlanetCAD will host the Co-Branded
Service at its facilities and shall be responsible for providing the
Infrastructure necessary to operate such service; (ii) the party responsible for
hosting the Co-Branded Service shall be responsible for all customer billing as
set forth in Section 5.1 herein; (iii) Dassault Systemes will provide first
level customer


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support; (iv) PlanetCAD will provide second level customer support, and (v)
PlanetCAD shall be responsible for all updates and Enhancements of the
Co-Branded Service. PlanetCAD shall not charge Dassault Systemes any hosting fee
for the Co-Branded Service.

                  4.6 Software Support and Maintenance Obligations of the
Parties. For the Term of this Agreement the parties shall cooperate to perform
maintenance and support services on their respective software included on and
necessary to the operation of the Co-Branded Service. The description of
maintenance and support obligations is set forth in the Maintenance and Support
Services Schedule, attached hereto as Schedule B and incorporated herein by
reference.

                  4.7 Change of Hosting. At any time during the Term of this
Agreement, Dassault Systemes may, at its discretion, decide to host the
Co-Branded Service, or have it hosted by any third party of its choice, by
sending ninety days written notice to that effect to PlanetCAD. In such event,
PlanetCAD agrees to: (i) provide to Dassault Systemes a current and updated list
of equipment, materials, products and facilities composing the Hardware
Infrastructure, and (ii) provide reasonable cooperation with Dassault Systemes
in seamlessly transitioning the Co-Branded Service to Dassault Systemes
equipment or to the equipment of its subcontractors or Affiliates.

                                    SECTION 5
                CUSTOMER BILLING, PAYMENT TERMS AND AUDIT RIGHTS

                  5.1 Customer Billing. Unless otherwise agreed by the parties
and subject to the reporting and revenue sharing obligations set forth in this
Section 5, the party responsible for hosting shall be the Billing Party.

                  5.2 Pricing of the Co-Branded Service. Prior to the Launch
Date, the parties shall agree on which currencies and list prices shall apply to
the Co-Branded Service. If, for whatever reason, the parties fail to agree on a
price to be applied, the price applied to the Co-Branded Service shall be equal
to the then current list price for such services as offered on the PlanetCAD Web
site(s). If, for whatever reason, the parties fail to agree on a currency to be
applied, the Billing Party will be entitled to choose a currency, as long as
such currency easily converts into US dollars and the Billing Party shall pay to
the other party its share of revenue in US dollars, based on the average
exchange rate of that currency against US dollars during the last 3 months
preceding the date of payment to the other party.

                  5.3 Taxes. The Billing Party may deduct and withhold from any
payments due to the other party under this Agreement any and all taxes and other
amounts as required under the laws of any jurisdiction that has the authority to
tax the Billing Party, the other party or the transactions contemplated by this
Agreement. However, should the Billing Party consider withholding payment or
paying any such amount from payments due under this Agreement, the Billing Party
shall send in advance to the other party a certificate setting forth the
regulatory and/or legal framework for such a payment, including the provisions
of the international tax treaty allowing such payment. The other party will have
30 days from the reception of such information to accept or refuse such
payment/withholding:


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     (i)  If the other party accepts or does not answer within this time frame,
          the Billing Party will be entitled to make such payment/withholding
          and shall provide the other party with a certificate stating the
          amounts withheld and the jurisdictions to which such amounts were
          remitted.

     (ii) If the other party provides to the Billing Party a certificate stating
          that (a) the Billing Party has no withholding/payment obligations with
          respect to the laws of such particular jurisdiction and setting forth
          the relevant authority for such statement and/or (b) that such a
          payment may be avoided under any applicable law or treaty and provide
          with the necessary documentation for that purpose, and if the Billing
          Party then determines that it has no such withholding obligation under
          the laws of such jurisdiction, the Billing Party shall make any future
          payments to the other party without deduction for the items set forth
          in the certificate, until such time as the Billing Party reasonably
          believes that it has a withholding obligation.

Either Party shall pay any applicable sales or value added tax on the payments
due.

                  5.4 Share of Net Revenue. [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.]

                  5.5 Net Revenue Defined. Net Revenue shall consist of all
revenues recognized by the Billing Party derived from supply of the Co-Branded
Service, including the price paid by the customers, less any applicable
discounts and net of any commissions or fees paid to third party resellers, to
obtain access to the Co-Branded Service and any other fees and charges invoiced
by the Billing Party to the customers, without deduction by such party 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.

                  5.6 Reporting and Payment Obligations. Within 7 Business Days
after the end of each calendar quarter, the Billing Party shall provide the
other party with an itemized statement, subject to adjustment within 30 days of
receipt of such statement, setting forth the Net Revenue achieved over the
preceding calendar quarter, and shall include such other information as may be
mutually agreed upon by the parties (the "Revenue Report"). The Revenue Report
shall be accompanied by payment to the Non-Billing Party of all amounts owed as
set forth on such Revenue Report, as well as - when applicable - the exchange
currency rate. When agreed between the parties as provided for in Section 5.2,
payment will be made to the Non-Billing Party in the currency received by the
Billing Party for the provision of the Co-Branded Service. Otherwise, payment
shall be made in US dollars as provided for in Section 5.2. In the event that
the Billing Party is unable under foreign currency export controls or similar
applicable laws, unknown to the parties at the time where they agree on payments
in that currency, to provide payment to the Non-Billing Party in the currency
received by the Billing Party the parties agree


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to negotiate a mutually agreeable solution. A party's right to payment shall
accrue upon the date the corresponding revenues accrue to the Billing Party. The
parties shall pay interest for late payment of any sum due at the LIBOR rate
plus four points (not to exceed the maximum rate authorized, or be inferior to
the minimum rate allowed, by applicable law, as the case may be).

                  5.7 Records - Audit. The Billing Party shall, for two years
following each transaction relating to the Co-Branded Service, keep true and
accurate records and books of account of such transaction containing all
particulars which may be necessary for the purpose of auditing payments to the
Non-Billing Party under this Agreement. During such two-year period, and upon
reasonable notice to the Billing Party, the Non-Billing Party 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 the Billing Party in connection
therewith. The Billing Party will bear the costs of such audit if a discrepancy
or error of computation in an amount greater than $10,000 in favor of the
Non-Billing Party is identified. Any audit conducted pursuant to this Section
5.7 shall not be conducted in such a manner as to unreasonably interfere with
the Non-Billing Party's operations and in no event shall an audit be conducted
more frequently than once each year.

                                    SECTION 6
                      DASSAULT SYSTEMES CUSTOMER DATABASES

                  6.1 PlanetCAD's obligation to maintain and update Dassault
Systemes Customer Databases. For as long as PlanetCAD hosts the Co-Branded
Service, PlanetCAD will maintain and continuously update Dassault Systemes'
Customer Database(s), which shall include without limitation, databases of
Dassault Systemes Customers, of demands from and results of Web services
supplied to Dassault Systemes Customers and associated Net Revenue and of data
collected via the Customer Relations Management ("CRM") environment. The
Dassault Systemes Customer Databases must be held separately from any other
databases held or maintained by PlanetCAD. If not held separately, the Dassault
Systemes Customer Databases must be clearly identified and sorted out as the
property of Dassault Systemes and the provisions regarding PlanetCAD's limited
right of use and its obligation of confidentiality as set forth below apply
without change.

                  6.2 Ownership of Dassault Systemes Customer Databases.
Dassault Systemes will be deemed the maker of the Dassault Systemes Customer
Databases and the owner of any and all right, title and interest in and to the
Dassault Systemes Customer Databases and their content, wherever hosted.

                  At all times during the Term of this Agreement, Dassault
Systemes will have unrestricted access to and use of the Dassault Systemes
Customer Databases, and the content therein.

                  At all times during the Term of this Agreement, and as long as
the Dassault Systemes Customer Databases are hosted by PlanetCAD, PlanetCAD
benefits from a limited right to use the Dassault Systemes Customer Databases
for the exclusive purpose performing its obligations under this Agreement.

                  6.3 Transfer of Dassault Systemes Customer Databases. Upon
discontinuation of hosting of the Co-Branded Service, PlanetCAD will transfer to
Dassault Systemes the Dassault Systemes Customer Databases upon Dassault
Systemes request. PlanetCAD will have no right, license or interest whatsoever
in the Dassault Systemes Customer Databases or content therein, except to the
extent necessary for performance of its obligations under this Agreement.


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                  6.4 Warranty of Confidentiality of Dassault Systemes Customer
Databases and Input and Output Data of Dassault Systemes Customers. The parties
expressly agree that the Dassault Systemes Customer Databases and their content
as well as Dassault Systemes Customers input data to be processed and output
data supplied, are confidential information of Dassault Systemes, and will be
treated as such, in accordance with the terms and conditions of the CNDA.

                                    SECTION 7
                            COMPETITIVE RESTRICTIONS

                  7.1 Restrictions on PlanetCAD.

                  (a) During the Term of this Agreement, and for a period of one
year thereafter, except as expressly provided in this Agreement, PlanetCAD shall
not market any services to Customers without the prior written approval of
Dassault Systemes.

                  (b) During the Term of this Agreement, PlanetCAD shall be
permitted to market new functions and services relating to the Co-Branded
Service directly to Dassault Systemes Customers with Dassault Systemes prior
written approval, but only to the extent such functions and services are offered
by PlanetCAD on the PlanetCAD Web site(s).

                  (c) Notwithstanding the foregoing, PlanetCAD may market new
functions and services on the PlanetCAD Web sites to customers that are Dassault
Systemes Customers, without the consent of Dassault Systemes, provided PlanetCAD
(i) obtained the contact information of such customer from an independent source
unrelated to the parties to this Agreement and can provide evidence as to the
independent source of the name and e-mail address of such customer, and (ii) did
not use the data contained in the Dassault Systemes Customer Database(s).

                  7.2 Restrictions on Dassault Systemes. Except as contemplated
under this Agreement, during the two year period following the Effective Date,
Dassault Systemes shall not commercially offer any web service, which is (i)
based upon the ACIS-based software transferred to Dassault Systemes in
connection with the Purchase Agreement and (ii) similar to the Co-Branded
Service.

                  7.3 Non-Exclusive Services Agreement. It is agreed and
acknowledged by the parties that this Agreement is not an exclusive services
agreement and except for the restrictions set forth in this Section nothing
herein shall prohibit Dassault Systemes, PlanetCAD or any of their affiliates
from developing or supplying, whether directly or indirectly, web services
substantially identical to those described herein.

                                    SECTION 8
                         REPRESENTATIONS AND WARRANTIES

                  8.1 Mutual Representations. Each party represents and warrants
to the other party as follows:


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                  (a) The performance of this Agreement does not infringe or
conflict with any Intellectual Property right of any third party, and (ii) no
confidential, proprietary or trade secret information of either party or their
personnel that will be used in performing this Agreement has been
misappropriated from any third party; and

                  (b) All services, work, obligations or assignments performed
by either party under this Agreement will be of professional quality, conforming
to generally accepted practices within the industry, and the Infrastructure
including Third Party Software shall function and perform to the specifications
and requirements thereof.

                  8.2 Hosting Representations and Warranties of PlanetCAD. For
so long as PlanetCAD is hosting the Co-Branded Service, PlanetCAD shall use
commercially reasonable efforts to ensure that the services provided on the site
are equivalent in functionality and performance to the applications run on the
PlanetCAD Web sites and of good quality according to generally accepted
practices within the industry.

                  8.3 Disclaimer. THIS IS AN AGREEMENT SOLELY FOR SERVICES, AND
THERE SHALL BE NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS STATED HEREIN.

                                    SECTION 9
                    INDEMNITIES AND LIMITATIONS ON LIABILITY

                  9.1 Dassault Systemes Indemnification. Dassault Systemes shall
indemnify and hold harmless PlanetCAD, and its officers, directors, employees,
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 breach of Dassault Systemes'
representations, warranties and covenants set forth in this Agreement.

                  9.2 PlanetCAD Indemnification. PlanetCAD shall indemnify and
hold harmless Dassault Systemes, its affiliates, and their respective officers,
directors, employees, 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 breach
of PlanetCAD's representations, warranties and covenants set forth in this
Agreement.

                  9.3 Intellectual Property Infringement.Each Party agrees to
hold the other Party, its subsidiaries and distributors and assignees 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 this Party, its subsidiaries and distributors and assignees by any third
party that the use or distribution of the Software or any other intellectual
property that is the subject of this Agreement and owned or licensed by this
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. The
payment of any indemnification shall be contingent on:


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

         (b)      Cooperation by this Party with the other Party in its defense
                  against the claim; and

         (c)      This Party obtaining the other's prior written approval of any
                  settlement, if any, by this Party of such matters, such
                  approval not to be unreasonably withheld.

                  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 or intellectual property.

                  If the operation 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 are to be taken by them, 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 to continue using its Software,
                  or

         (ii)     The owner replacing or modifying its 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.

                  In the event a Derivative Work, created under this Agreement,
becomes the subject of a claim of infringement, the owner of said Derivative
Work shall indemnify the other Party pursuant to this Section 9.


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                  9.4 LIMITATIONS ON LIABILITY. EXCEPT FOR LIABILITY ARISING
FROM SECTION 9.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSSES, OR
EXPENSES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF
GOODWILL, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGE.

                  EXCEPT FOR LIABILITY ARISING FROM SECTION 9.3, IN NO EVENT
SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR AN AMOUNT GREATER THAN THE
AMOUNT THAT SUCH PARTY HAS EARNED PURSUANT TO THE REVENUE SHARING PROVISIONS OF
SECTION 5.4 IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM.

                                   SECTION 10
                              TERM AND TERMINATION

                  10.1 Term. This Agreement shall be effective as of the
Effective Date and shall continue in force for three years from the Launch Date
(the "Initial Term") unless earlier terminated in accordance with this Section
(the "Term"). The Agreement shall automatically renew for successive one year
additional terms unless terminated by either party at least six months prior to
the expiration of the then-current term.

                  10.2 Breach. Either party may terminate this Agreement at any
time in the event that the other party is in default or breach of any material
provision of this Agreement, and such default or breach continues unremedied for
a period of sixty days after written notice thereof. In addition to the right to
terminate this Agreement, the non-breaching party, shall have all rights and
remedies available at law and in equity.

                  10.3 Failure of Negotiations After Initial Term. The revenue
sharing obligations set forth in Section 5.4 shall be subject to re-negotiation
at the end of the Initial Term. The parties agree to negotiate in good faith,
however, in the event they are unable to agree to satisfactory terms, this
Agreement shall terminate six months from the date on which the parties make a
conclusive determination that satisfactory terms could not be reached.

                                   SECTION 11
                                  MISCELLANEOUS

                  11.1 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.

                  11.2 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.


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<PAGE>   13


                  11.3 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.

                  11.4 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.

                  11.5 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.

                  11.6 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:




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<PAGE>   14


                           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:

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


                  11.7 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.

                  11.8 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.

                  11.9 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 and PlanetCAD with respect to the
subject matter hereof.

                  11.10 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.


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<PAGE>   15


                  11.11 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. 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.

                  11.12 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.

                  11.13 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.

                  11.14 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.

                  11.15 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.

                  11.16 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.

                  11.17 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 this Agreement within the 30-day period following receipt
of such notice.


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<PAGE>   16


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

                  (c) 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 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.

                  IN WITNESS WHEREOF, each party has caused its duly authorized
representative to execute this Agreement effective the day and year first above
written.


PlanetCAD Inc.                           Dassault Systemes

/s/ R. Bruce Morgan                      /s/ Thibault de Tersant
----------------------------             -----------------------------
Its: Chief Executive Officer             Its: Executive Vice President
Name: R. Bruce Morgan                    Name: Thibault de Tersant



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