<PAGE>   1
                                                                    EXHIBIT 10.4

                                 SERVER SOFTWARE
                                LICENSE AGREEMENT

         This License Agreement, dated as of November 14, 2000 (this
"Agreement"), is made 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 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 its Server Software (as defined below) to Dassault Systemes and to
provide certain software support and maintenance services in connection
therewith, 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.

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 either party 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.

CNDA shall mean the Confidential and Non-Disclosure Agreement among, inter alia,
PlanetCAD and Dassault Systemes executed contemporaneously herewith.

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COMPETITOR shall mean any Person of which a significant part of its business is
building, developing or providing server software or Web middleware services to
third parties in the CAD/CAM field.

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.

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 versions that incorporate such Software in whole or
part.

EFFECTIVE DATE is 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.

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.

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.

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

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
application services over the Internet, including all upgrades, enhancements or
updates delivered under the maintenance and support terms of this Agreement. The
list of all such Software, including the Third Party Software, as of the date of
execution of this Agreement, 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.

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.

THIRD PARTY SOFTWARE shall mean computer software programs owned by a party
other than PlanetCAD and incorporated into or currently used by PlanetCAD in
connection with the Server Software.

2.       PURPOSE

Subject to the terms and conditions herein, PlanetCAD agrees to license the
Server Software and to provide certain maintenance and support services in
connection therewith to Dassault Systemes.

3.       OWNERSHIP RIGHTS AND LICENSES

         3.1      Server Software.

                  3.1.1    Ownership of Server Software. Except for the limited
                           rights granted Dassault Systemes in this Section 3,
                           all right, title and interest in and to the Server
                           Software and Derivative Works thereof created under
                           this Agreement by PlanetCAD shall remain with
                           PlanetCAD.

                  3.1.2    License to Server Software. As of the Effective Date
                           and except as provided for in Section 9.18, PlanetCAD
                           grants to Dassault Systemes a perpetual,
                           non-transferable, non-exclusive, worldwide license to
                           use the Object Code and Source Code of the Server
                           Software internally to enable Dassault Systemes to
                           offer to its customers on line ASPs (Application

<PAGE>   4


                           Services Provider) and other products or services
                           that incorporate or are based upon the Server
                           Software. This license shall further permit Dassault
                           Systemes to sell, distribute, use, license, maintain,
                           support and make Derivative Works of the Server
                           Software in connection with products or services
                           created by or for Dassault Systemes. Notwithstanding
                           the foregoing, Dassault Systemes shall not have the
                           right hereunder to reproduce, sell or distribute the
                           Server Software or Derivative Works except to the
                           extent the Server Software is incorporated in and
                           necessary to run such Dassault Systemes products or
                           services. Dassault Systemes will have no right to
                           transfer this license to any third party for use on
                           any third party Web site. For purposes of this
                           Section, a Dassault Systemes Affiliate shall not be
                           deemed to be a third party, for as long as it remains
                           an Affiliate.

                  3.1.3    Third Party Software. Schedule B sets forth (i) a
                           list of Third Party Software development tools used
                           in creating the Server Software and (ii) all other
                           Third Party Software used by PlanetCAD in connection
                           with or relating to the Server Software. It is
                           understood by the parties that (i) PlanetCAD will not
                           be assigning or granting any licenses to Dassault
                           Systemes in or to such Third Party Software and (ii)
                           to the extent Dassault Systemes would like to use
                           such Third Party Software in connection with Dassault
                           Systemes' use of the Server Software licensed
                           hereunder, Dassault Systemes must obtain an
                           independent license therefore.

         3.2      Derivative Works.

                  3.2.1    Delivery of Derivative Works

                  (i)      At the end of each quarter, in the event that
                           Dassault Systemes has made any Derivative Work from
                           the Server Software, Dassault Systemes shall deliver
                           to PlanetCAD 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.

                  (ii)     Such items shall be sent to PlanetCAD by
                           international registered mail to the following
                           address:


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

                  (iii)    PlanetCAD shall have no obligation to include and/or
                           maintain all or part of the Derivative Works of the
                           Server Software made by Dassault Systemes.

                  (iv)     The rights and obligations of the Parties contained
                           in this Section 3.2.1 shall automatically terminate
                           upon discontinuation of maintenance and support
                           services by PlanetCAD pursuant to Sections 4.1, 4.2,
                           8.2 or 9.17(a).

                  3.2.2    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 Server Software made
                           by Dassault Systemes pursuant to Section 3.2.1(i)
                           shall be owned exclusively by PlanetCAD. Dassault
                           Systemes understands and agrees that such Derivative
                           Works of the Server Software made by Dassault
                           Systemes, as well as any portion thereof, shall be
                           the sole property of PlanetCAD from date of creation
                           and, to the extent permitted by law, shall be
                           considered as works made for hire under the copyright
                           laws of the United States of America. To the extent
                           an assignment is necessary and that this assignment
                           cannot be made at present, Dassault Systemes 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 Dassault Systemes may
                           have in such Derivative Works.

                           The Parties however agree that Dassault Systemes
                           shall remain the owner of such Derivative Work should
                           such Derivative Work be Software (i) developed by or
                           for Dassault Systemes and using all or part of the
                           Server Software as a component of an application or
                           service (i.e. embedded or included in whole or in
                           part in such other Software), and (ii) as long as
                           such Software or service contains new functionality,
                           significant value added, or creates a new function
                           that is packaged as a standalone product and which
                           user interface is different from the existing Server
                           Software. The Parties also agree that application of
                           an alternative interface technology if this interface
                           is not combined with other significant application
                           level functionalities shall not be considered as
                           having significant added value.

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                  3.2.3    License Grant to Derivative Works. Effective upon
                           delivery of each Derivative Work as contemplated by
                           Section 3.2.1(ii), PlanetCAD hereby grants to
                           Dassault Systemes a perpetual, worldwide,
                           irrevocable, non-exclusive license to use, prepare,
                           compile, install, execute, access, reproduce,
                           distribute and sell the Derivative Works delivered by
                           Dassault Systemes under Section 3.2.1(i), subject to
                           the royalty fees set forth in Section 5.1.

         3.3      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.

         3.4      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.

4.       MAINTENANCE AND SUPPORT

         4.1      Maintenance and Support for the Server Software. Subject to
                  Sections 4.2, 8.2 and 9.17(a), PlanetCAD shall provide
                  Dassault Systemes with four years maintenance and support for
                  the Server Software, beginning at the Effective Date. The
                  description of maintenance and support services to be provided
                  by PlanetCAD is set forth in the Maintenance and Support
                  Services Schedule, attached hereto as Schedule C and
                  incorporated herein by reference.

         4.2      Change of Control of Dassault Systemes. PlanetCAD will not be
                  required to continue providing maintenance or support
                  services, as set forth in Schedule C, for the Server Software
                  if there is a change of Control of Dassault Systemes to the
                  benefit of a Competitor of PlanetCAD.

5.       ROYALTY FEES

         5.1      Royalties on Server Software. [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      Definition of Net Revenue. Net Revenue shall consist of all
                  revenues recognized by Dassault Systemes from the sale of
                  Dassault Systemes services or products incorporating or
                  facilitated by the Server Software, including the price paid
                  by the

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                  customers, less any applicable discounts and net of any
                  commissions or fees paid to third party resellers, to obtain
                  access to such products or services and any other fees and
                  charges invoiced by Dassault Systemes 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. Net
                  Revenue will not include revenues recognized by Dassault
                  Systemes for the sale of products or services authorized by or
                  created under the Co-Branding Agreement and/or Web Services
                  Agreement, executed by the Parties concurrently herewith,
                  which allow for the use of the Server Software as set forth
                  under the terms of each respective agreement.

         5.3      Initial License Fee. [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.]

         5.4      Payments. All payments shall be made in U.S. dollars by bank
                  check or electronic transfer to a bank account designated by
                  PlanetCAD.

         5.5      Taxes. Dassault Systemes shall pay, without recourse to
                  PlanetCAD, any and all applicable sales, use, excise, value
                  added or other taxes or duties, howsoever designated, assessed
                  or levied upon the execution or performance of this Agreement,
                  by any United States or European taxing authority, except for
                  taxes based on PlanetCAD'S net income.

         5.6      Audit and Reporting. Dassault Systemes shall, for two years
                  following each transaction that is subject to royalty payments
                  pursuant to Section 5.1, 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 PlanetCAD under this Agreement. During such two
                  year period, and upon reasonable notice to Dassault Systemes,
                  PlanetCAD 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 Dassault
                  Systemes in connection therewith. Dassault Systemes 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
                  PlanetCAD is identified. Any audit conducted pursuant to this
                  Section 5.6 shall not be conducted in such a manner as to
                  unreasonably interfere with the Dassault Systemes' operations
                  and in no event shall an audit be conducted more frequently
                  than once each year.

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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)     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.

         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 Server Software.

         6.3      DISCLAIMER OF WARRANTIES. THE FOREGOING WARRANTIES AND
                  CONDITIONS ARE EXCLUSIVE OF, AND THE PARTIES DISCLAIM ALL
                  OTHER WARRANTIES, EXPRESS OR IMPLIED, 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. WITH THE EXCEPTION OF CLAIMS FOR (i)
                  PERSONAL INJURY OR DEATH, (ii) INTELLECTUAL PROPERTY
                  INFRINGEMENT INDEMNIFICATION, AS SET FORTH IN SECTION 7.2, 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.

         7.2      Intellectual Property Infringement Indemnification. PlanetCAD
                  agrees to hold Dassault Systemes, its subsidiaries,
                  distributors, assignees and Affiliates, and their respective
                  officers, directors, employees, agents, representatives and
                  shareholders (collectively referred to in this Section as
                  "Dassault Systemes") 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 Dassault Systemes by any third party that the
                  use or distribution of the Server Software that is the subject
                  of this Agreement and owned by PlanetCAD, infringes or
                  violates any third party's patent, copyright, trade secret or
                  other intellectual property right

<PAGE>   9


                  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:

                  (i)      Dassault Systemes giving prompt written notice to
                           PlanetCAD of any such claim or allegation;

                  (ii)     Cooperation by Dassault Systemes with PlanetCAD in
                           its defense against the claim; and

                  (iii)    Dassault Systemes obtaining PlanetCAD's prior written
                           approval of any settlement, if any, by the Dassault
                           Systemes Indemnities of such matters, such approval
                           not to be unreasonably withheld.

                  Notwithstanding the foregoing, PlanetCAD shall not have the
                  obligation to indemnify Dassault Systemes for any claims of
                  infringement based on any modification by Dassault Systemes of
                  the Server Software, or from the combination of the Server
                  Software with any other program, to the extent such claim
                  would not have arisen without such combination or from use of
                  the unmodified Server Software.

         7.3      Additional Remedies. If the operation, distribution or use of
                  the Server Software 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 PlanetCAD's sole charge.
                  Such steps may include, but are not limited to:

                  (i)      PlanetCAD securing the right for Dassault Systemes to
                           continue using the Server Software or

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

                  If no other option is reasonably available, PlanetCAD agrees
                  to use its best efforts to withdraw the infringing Software
                  from the market.


<PAGE>   10


8.       TERM AND TERMINATION

         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.

         8.2      Termination. Either Party may terminate this Agreement if the
                  other Party fails to perform any of its material obligations
                  under this Agreement, provided, however, that such termination
                  shall only become effective after the non-breaching Party has
                  given written notice to the other Party of such failure to
                  perform, the breach being not cured within a sixty day period
                  from receipt of the notice. Provisions of the following
                  paragraphs shall survive any termination of this Agreement:
                  3.4, 6, 7, 9.1, 9.3 and 9.4.

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 Server 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.

         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

<PAGE>   11


                  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:

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


         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.

<PAGE>   12


         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.

         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.

<PAGE>   13


         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 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, for so 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 shall 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 subcontrators shall have entered into agreements with
                  the subcontracting Party sufficient to enable that Party to
                  comply with all terms and conditions of this Agreement. In
                  addition, any such subcontractors shall not have access to
                  Source Code, unless agreed to by the Parties.

          (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     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.


<PAGE>   14


         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