<PAGE>   1
                                                                    EXHIBIT 10.2


                             CROSS LICENSE AGREEMENT

                  This Cross 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 the Parties hereto
desire to license to each other certain software and to provide certain software
support and maintenance services to each other, 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. As of the date of signature of this Agreement, the
list of Affiliates for each party is specified in Schedule C.

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.


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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 software delivered in the maintenance services provided hereunder: 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).

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

COMPETITOR shall mean any Person that manufactures, produces or distributes
CAD/CAM/PDM products or services of the kind manufactured, produced or
distributed by Dassault Systemes or its Affiliates in the countries where
Dassault Systemes or its Affiliates does business during the term of this
Agreement, directly or indirectly, through distributors or subsidiaries. In the
event PlanetCAD is uncertain whether a Person is considered a Competitor,
PlanetCAD shall consult with Dassault Systemes, and Dassault Systemes will make
a determination whether such Person is deemed a Competitor for the purposes of
this Agreement.

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 version that incorporate such Software in whole or in
part.

EFFECTIVE DATE means November 14, 2000.

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


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<PAGE>   3


retained by a party who has had access to confidential and proprietary
information of the other party, including ideas, concepts or techniques
contained therein.

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

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

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

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

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. The list of all such Software, including
the Third Party Software, as of the date of execution of this Agreement, is
attached as Schedule A to the Server Software License Agreement, executed by the
Parties concurrently herewith.

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 as of
the Effective Date, in connection with the Server Software.

TRANSLATOR shall mean the CATIA/SAT translator Software for geometry and
topology to be developed and licensed pursuant to Section 3.


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WBM SOFTWARE shall mean the following Software, 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 software delivered
in the maintenance services provided hereunder: IGES Toolkit, PRO/E Translator,
Current CATIA V4 Translator (GSSL), the STL Translator, IGES View, and STEP
Toolkit. WBM Software does not include any of the Server Software.

2.       PURPOSE

Subject to the terms and conditions herein, PlanetCAD agrees to license the WBM
Software to Dassault Systemes, Dassault Systemes agrees to license the CBD
Software to PlanetCAD, and PlanetCAD and Dassault Systemes each agree to provide
certain maintenance and support services to the other.

3.       OWNERSHIP RIGHTS AND LICENSES IN AND TO THE TRANSLATOR

         3.1      Development of the Translator. Unless otherwise agreed by the
                  Parties, Dassault Systemes shall develop the Translator
                  according to the specifications set forth in Schedule A,
                  attached hereto and incorporated herein by reference.

                  Dassault Systemes shall deliver to PlanetCAD (a) the CATIA V4
                  Translator within six (6) months of the Effective Date, and
                  (b) the CATIA V5 Translator within nine (9) months of the
                  Effective Date. If Dassault Systemes does not develop and
                  deliver the either Translator within these time periods (the
                  "Translator Delivery Date"), it is mutually agreed that
                  Dassault Systemes will provide PlanetCAD with the necessary
                  access to CATIA APIs, and the necessary reasonable technical
                  and development support required to allow PlanetCAD to develop
                  the Translator. Such technical and development support shall
                  be charged to PlanetCAD according to Dassault Systemes'
                  service price list. In any event, Dassault Systemes agrees to
                  provide PlanetCAD with three supported Run Time versions of
                  the necessary CATIA application software, which may only be
                  used by PlanetCAD internally and solely for the purpose of
                  testing the Translator.

         3.2      Ownership of the Translator and Derivative Works. Should the
                  Translator be developed by Dassault Systemes and except for
                  the rights granted to PlanetCAD in this Section 3, all right,
                  title and interest in and to the Translator and Derivative
                  Works thereof shall remain with Dassault Systemes. Should the
                  Translator be developed by PlanetCAD, and except for the
                  rights granted to Dassault Systemes in this Section 3, all
                  right, title and interest in and to the Translator and
                  Derivative Works thereof shall remain with PlanetCAD.

         3.3      Grant of License by Dassault Systemes to the Translator. Upon
                  the Effective Date, and should Dassault Systemes be the owner
                  of the Translator, Dassault Systemes grants to PlanetCAD a
                  fully-paid, royalty-free, perpetual, irrevocable,
                  non-exclusive, worldwide license:


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                  (i)      To use the Source Code of the Translator and the
                           Derivative Works (a) to make Derivative Works, and/or
                           (b) to support and maintain PlanetCAD's ASPs or
                           enterprise versions thereof using the Translator as
                           the underlying software application.

                  (ii)     To use, prepare, compile, install, make, execute,
                           access, reproduce, sell and distribute copies of the
                           Run Time for the Translator and Derivative Works in
                           order for PlanetCAD to offer ASPs or enterprise
                           versions thereof.

                  (iii)    To use the Run-Time of the CATIA Software that may be
                           necessary for PlanetCAD to offer public ASPs using
                           the Translator as the underlying software
                           application, being understood that PlanetCAD will not
                           give access to this Run-Time to the ASPs' users. For
                           enterprise versions requiring use of the Translator,
                           the end user is responsible for purchasing a license
                           to use CATIA as may be necessary.

                  (iv)     Notwithstanding the foregoing, PlanetCAD shall not
                           have the right hereunder to use, reproduce, sell or
                           distribute the Translator or its Derivative Works as
                           a component toolkit product.

         3.4      Grant of License by PlanetCAD to the Translator. Upon the
                  Effective Date, and should PlanetCAD be the owner of the
                  Translator, PlanetCAD grants to Dassault Systemes a
                  fully-paid, royalty-free, perpetual, irrevocable,
                  non-exclusive, worldwide license:

                  (i)      To use the Source Code of the Translator and the
                           Derivative Works (a) to make Derivative Works and/or
                           (b) to support and maintain, directly or through
                           distributors or Affiliates, its customers and
                           partners.

                  (ii)     To use, prepare, compile, install, make, execute,
                           access, reproduce, sell and distribute copies of the
                           Run Time for the Translator and Derivative Works.

         3.5      Distribution Rights of Source Code. Should Dassault Systemes
                  be the owner of the Translator, and upon Dassault Systemes'
                  prior approval pursuant to this Section, Dassault Systemes
                  hereby grants PlanetCAD the limited right to distribute Source
                  Code of the Translator only to the extent necessary to fulfill
                  any contractual source code escrow obligations of third party
                  agreements relating to the sale and distribution of enterprise
                  versions of on line ASPs as contemplated by Section 3.3. The
                  distribution right set forth herein is subject to (a)
                  PlanetCAD giving Dassault Systemes reasonable notice of such
                  contractual source code escrow obligations and (b) Dassault
                  Systemes' approval, which shall not be unreasonably withheld
                  or delayed.


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4.       OWNERSHIP RIGHTS AND LICENSES IN AND TO THE CBD SOFTWARE

         4.1      Ownership of the CBD Software. Except for the rights granted
                  PlanetCAD in this Section 4, all right, title and interest in
                  and to the CBD Software and Derivative Works thereof shall
                  remain with Dassault Systemes.

         4.2      License to the CBD Software. As of the Effective Date, subject
                  to the restrictions set forth in Sections 4.4 and 13.20, and
                  in consideration for the royalty payments set forth in Section
                  8.1.2, Dassault Systemes grants to PlanetCAD:

                  (i)      A perpetual, worldwide, irrevocable, non-exclusive
                           license to use, maintain and support, adapt, prepare,
                           compile, install, make, execute, access, reproduce
                           (but not to distribute), internally or at
                           sub-contractor's site as authorized in Section 13.18,
                           the CBD Software and Derivative Works including
                           Object Code, Source Code and Run-Time thereof to
                           offer its customers on line ASPs and enterprise
                           versions thereof.

                  (ii)     A perpetual, worldwide, irrevocable, non-exclusive
                           license to use, sell and distribute the Run Time
                           version of the CBD Software if necessary and only as
                           embedded in such on line ASPs and enterprise versions
                           thereof.

                  All rights and licenses relating to Derivative Works of the
                  CBD Software are set forth in Section 6.

         4.3      Distribution Rights of Source Code. Except as provided in
                  Section 13.20, Dassault Systemes' prior approval pursuant to
                  this Section, Dassault Systemes hereby grants PlanetCAD the
                  limited right to distribute Source Code of the CBD Software
                  only to the extent necessary to fulfill any contractual source
                  code escrow obligations of third party agreements relating to
                  the sale and distribution of enterprise versions of on line
                  ASPs as contemplated by Section 4.2(ii). The distribution
                  right set forth herein is subject to (a) PlanetCAD giving
                  Dassault Systemes reasonable notice of such contractual source
                  code escrow obligations and (b) Dassault Systemes' approval,
                  which shall not be unreasonably withheld or delayed.

         4.4      Restrictions Relating to the CBD Software. The licenses
                  granted in Section 4.2 and 4.3 shall be subject to the
                  following restrictions:

                  (a)      PlanetCAD will not develop any CAD/CAM/PDM modelling
                           applications, without the prior written approval of
                           Dassault Systemes; and

                  (b)      The licenses granted in Section 4.2 and 4.3 shall not
                           be used by PlanetCAD, directly or indirectly, in the
                           development, marketing, distribution, licensing,
                           supporting and sale of component software with
                           similar functionalities to the CBD Software.


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                  (c)      PlanetCAD will not allow any third party, including
                           any end-user of "planetCAD.com", and other Internet
                           and intranet services or other enterprise services of
                           PlanetCAD: (i) to use CBD Software except when
                           embedded inside an authorized ASP created under the
                           terms of this Agreement, (ii) to download and/or use
                           any CBD Software as a separate or stand alone
                           component, or (iii) to access the Source Code of the
                           CBD Software, subject to Section 4.3.

                  (d)      The scope of the above licenses is limited to the
                           purpose of developing, maintaining and enhancing the
                           PlanetCAD Web service presently named "3Dshare.com"
                           and other non CAD/CAM/PDM Internet and intranet
                           PlanetCAD Web services or enterprise version thereof.

                  (e)      Except for the restrictions set forth in this Section
                           4, PlanetCAD shall not be subject to any other
                           restrictions under the licenses granted in Section
                           4.2, and 4.5 and 4.6.

         4.5      Specific licensing terms for ACIS (R) Open Viewer. As of the
                  Effective Date, Dassault Systemes grants to PlanetCAD the
                  non-exclusive, non transferable, fully paid up right to
                  distribute the Run Time of ACIS(R) Open Viewer, for free down
                  load from its Web sites. This license shall automatically
                  terminate when Dassault Systemes will no longer make this
                  Software available for free down load on its own Web sites.

         4.6      Specific licensing terms for ACIS(R) Open Viewer Plug-Ins. As
                  of the Effective Date, Dassault Systemes grants to PlanetCAD
                  the non-exclusive, non-transferable right to distribute
                  Plug-ins for ACIS(R) Open Viewer on its Web sites. This
                  license is granted for 3 years from the Effective Date and for
                  the financial consideration provided in Section 8.1.4.

5.       OWNERSHIP RIGHTS AND LICENSES IN AND TO THE WBM SOFTWARE

         5.1      Ownership of the WBM Software. Except for the rights granted
                  Dassault Systemes in this Section 5, all right, title and
                  interest in and to the WBM Software and Derivative Works
                  thereof shall remain with PlanetCAD.

         5.2      License to the WBM Software. Except as provided in Section
                  13.20, as of the Effective Date, PlanetCAD grants to Dassault
                  Systemes:

                  (i)      A perpetual, paid-up, royalty-free, worldwide,
                           irrevocable, non-exclusive license to use, maintain
                           and support, adapt, prepare, compile, install, make,
                           execute, access, reproduce (but not to distribute),
                           internally or at sub-contractor's site as authorized
                           in Section 13.18, the WBM Software and Derivative
                           Works including both Object Code, Source Code and
                           Run-Time thereof (i) to offer its customers and
                           partners, directly or through its Affiliates and
                           distribution network, on line ASPs and enterprise
                           versions


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                           thereof, and/or (ii) to make and offer stand alone
                           software products and component products (i.e., as
                           toolkits designed to be embedded into other software
                           products) and/or (iii) to make Derivative Works.

                  (ii)     A perpetual, paid-up, royalty-free, worldwide,
                           irrevocable, exclusive license to use, adapt,
                           prepare, compile, install, make, execute, access,
                           reproduce and distribute, directly or indirectly, the
                           WBM Software and Derivative Works as component
                           products and/or stand alone software products in
                           Run-Time or Object Code format only, directly or
                           through its Affiliates and distribution network.

                  (iii)    A perpetual, paid-up, royalty-free, worldwide,
                           irrevocable, non-exclusive license to sell and
                           distribute the WBM Software and Derivatives Works in
                           connection with on-line ASPs, enterprise versions
                           thereof, directly or through its Affiliates and
                           distribution network.

         5.3      Distribution Rights of Source Code. Except as provided in
                  Section 13.20, upon PlanetCAD's prior approval pursuant to
                  this Section, PlanetCAD hereby grants Dassault Systemes the
                  limited right to distribute Source Code of the WBM Software
                  only to the extent necessary to fulfill any contractual source
                  code escrow obligations of third party agreements relating to
                  the sale and distribution of enterprise versions of on line
                  ASPs as contemplated by Section 4.2(ii). The distribution
                  right set forth herein is subject to (a) Dassault Systemes
                  giving PlanetCAD reasonable notice of such contractual source
                  code escrow obligations and (b) PlanetCAD's approval, which
                  shall not be unreasonably withheld or delayed.

6.       DERIVATIVE WORKS

                  As specified in the above Sections 3.3, 4.2 and 5.2, each
                  Party ("Licensee") to whom the other Party ("Licensor") has
                  granted a license under these sections, is allowed to make
                  Derivative Works from the Software so licensed to Licensee.
                  The Parties therefore agree as follows with respect to any
                  such Derivative Works made by Licensee according to the
                  provision of the corresponding license:

         6.1      Ownership of Derivative Works. The Parties agree that all
                  right, title and interest in and to all or part of the
                  Derivative Works made by Licensee pursuant to the licenses
                  granted in the Agreement shall be owned exclusively by
                  Licensor. Licensee understands and agrees that such Derivative
                  Works made by Licensee, as well as any portion thereof, shall
                  be the sole property of Licensor 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, Licensee agrees to
                  assign to Licensor 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 Licensee
                  may have in such Derivative Works.


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                           The Parties however agree that the creator of a
                           Derivative Work shall remain the owner of such
                           Derivative Work should such Derivative Work be
                           Software (i) developed by or for licensee and using
                           all or part of the licensed Software as a component
                           of an application (i.e. embedded or included in whole
                           or in part in such other Software), and (ii) as long
                           as such Software 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 existing 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.

         6.2      Delivery Obligations of the Parties.

                  (i)      At the end of each quarter, in the event that either
                           Party has made any Derivative Work, such Party shall
                           deliver to Licensor 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 Licensor, as applicable,
                           by international registered mail to the following
                           address:

<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   Spatial Corp.
                           Systemes:                 2425 55th Street, Site 100
                                                     Boulder, Colorado 80301
                                                     Attn. Mike Payne
</TABLE>

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

                           The Parties agree to make their best reasonable
                           commercial efforts to comply with the above process
                           which aims to facilitate the tracing and evidencing
                           of the Derivative Works. Should any Party miss some
                           delivery with that respect, it will make its best
                           reasonable commercial efforts to do it as soon as
                           possible; in any case, both parties recognize that
                           should any of them not deliver Derivative Work under
                           this process, the other Party will keep all its
                           rights and actions to request the transfer of
                           ownership to any work that such other Party deems a
                           Derivative Work under this Agreement.


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<PAGE>   10


         6.2      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 business during and following termination of
                  this Agreement.

7.       MAINTENANCE AND SUPPORT

         7.1      Maintenance and Support for the Translator. Commencing on the
                  Effective Date and unless otherwise agreed by the Parties
                  pursuant to Section 3.1, the Licensor (Dassault Systemes or
                  PlanetCAD, as the case may be) will provide the Licensee with
                  four years maintenance and support as described in the
                  "Maintenance and Support Services Schedule," attached hereto
                  as Schedule B and incorporated herein by reference.

         7.2      Maintenance and Support for the CBD Software. Commencing on
                  the Effective Date, Dassault Systemes will provide PlanetCAD
                  with three years maintenance and support as described in the
                  Maintenance and Support Services Schedule. At the end of three
                  years, Dassault Systemes will continue to offer maintenance
                  and support of those parts of CBD Software it continues to
                  market and support at conditions no less favourable than those
                  offered to other customers.

         7.3      Maintenance and Support for the WBM Software. Commencing on
                  the Effective Date, PlanetCAD will provide Dassault Systemes
                  with three years maintenance and support as described in the
                  Maintenance and Support Services Schedule. After the
                  three-year period, PlanetCAD will continue to provide
                  maintenance for any WBM Software that is embedded in Dassault
                  Systemes Software (a) for so long as such Dassault Systemes
                  product is marketed and for the twelve month period following
                  cessation of marketing activities relating to such product; or
                  (b) except if PlanetCAD provides twelve month advance notice
                  of discontinuation of WBM Software.

         7.4      Effect of Change of Control of PlanetCAD. If there is a change
                  of Control of PlanetCAD to the benefit of a Competitor of
                  Dassault Systemes, Dassault Systemes will not be required to
                  continue providing maintenance or support services, as set
                  forth in Schedule B, for the Translator and/or CBD Software.

8.       LICENSE AND MAINTENANCE FEES; PAYMENT

         8.1      License Fees and Applicable Royalties.

                  8.1.1    Translator. The license on the Translator granted by
                           Dassault Systemes to PlanetCAD shall be granted in
                           full consideration of the licenses granted and the
                           services provided by PlanetCAD under this Agreement.
                           Therefore, no license fee shall apply to the
                           Translator.


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                  8.1.2    CBD Software.

                           (a)      Royalty. [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.]

                           (b)      Reporting and Payment of Royalty. [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.]

                  8.1.3    WBM Software. The license on the WBM Software shall
                           be granted to Dassault Systemes in full consideration
                           of the licenses granted and the services provided by
                           Dassault Systemes under this Agreement. Therefore, no
                           license fee shall apply to the WBM Software.

                  8.1.4    [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.]

                  8.1.5    Audit Rights. PlanetCAD shall, for two years, keep
                           true and accurate records and books of account for
                           each transaction subject to the royalty obligation
                           set forth in this Section 8 containing all
                           particulars which may be necessary for the purpose of
                           auditing payments to Dassault Systemes under this
                           Agreement. During such two year period, and upon
                           reasonable notice to PlanetCAD, Dassault Systemes
                           shall have the right to have an audit conducted
                           through a licensed independent accounting firm, of
                           any billings, collections, and taxes on such itemized
                           statement, and to examine the records and books of
                           account of PlanetCAD in connection therewith.
                           PlanetCAD will bear the costs of such audit if a
                           discrepancy or error of computation in an amount
                           greater than USD 10,000 in favor of Dassault is
                           identified. Any audit conducted pursuant to this
                           Section 8.1.5 shall not be conducted in such a manner
                           as to unreasonably interfere with PlanetCAD's
                           operations and in no event shall an audit be
                           conducted more frequently than once each year.

         8.2      Maintenance Fees.

                  8.2.1    Translator. [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


                                       11
<PAGE>   12


                           SECURITIES AND EXCHANGE COMMISSION TOGETHER WITH SUCH
                           REQUEST FOR CONFIDENTIAL TREATMENT.]

                  8.2.2    CBD Software. Maintenance fees for the CBD Software
                           are included in the royalty fees due Dassault
                           Systemes for the CBD Software pursuant to Section
                           8.1.2(a) of the Agreement.

                  8.2.3    WBM Software. As consideration for the license on the
                           CBD Software, PlanetCAD will provide maintenance on
                           the WBM Software at no cost to Dassault Systemes.

9.       PAYMENTS AND TAXATION

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

         9.2      Definition of Net Revenue. Net Revenue shall consist of all
                  revenues recognized by PlanetCAD for sales and licensing of
                  ASPs that include or are facilitated by or are based on the
                  CBD Software, 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 ASPs and
                  any other fees and charges invoiced by PlanetCAD to the
                  customers, without deduction by PlanetCAD of any other costs
                  or expenses related to achievement of the revenue, provided,
                  however, that Net Revenue shall be reduced by the amount, if
                  any, of (i) value-added taxes, (ii) sales taxes or (iii)
                  withholding taxes imposed by any jurisdiction on payments made
                  by a payor in such jurisdiction to a payee outside of such
                  jurisdiction.

         9.3      PlanetCAD shall pay any applicable sales or value added tax on
                  the payments due.

10.      WARRANTIES AND DISCLAIMER OF WARRANTIES

         10.1     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.


                                       12
<PAGE>   13


         10.2     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 WBM Software.

                  PlanetCAD also represents and warrants that, should PlanetCAD
                  develop the Translator, The Translator will materially conform
                  to the specifications set forth in Schedule A for three months
                  following delivery to Dassault Systemes, provided that the
                  Translator is properly used in the operating environment as
                  specified by PlanetCAD. If the Translator does not so conform,
                  PlanetCAD will attempt to make the Translator perform as
                  warranted.

                  PlanetCAD does not warrant that the functions contained in the
                  Translator will meet Dassault Systemes requirements or will
                  enable it to attain the objectives Dassault Systemes has set
                  for itself, or that it will operate in the combination which
                  may be selected for use by Dassault Systemes, or that the
                  operation of the Translator will be uninterrupted or free of
                  Errors. Dassault Systemes shall have exclusive responsibility
                  for (a) program selection to achieve Dassault Systemes'
                  intended results, (b) program installation, (c) taking
                  adequate measures to properly test, operate and use each
                  Translator and (d) results obtained therefrom. Dassault
                  Systemes shall also have exclusive responsibility for
                  selection, use and results of any other programs or
                  programming equipment or services used in connection with the
                  Translator.

         10.3     Dassault Systemes Representations. Dassault Systemes
                  represents and warrants that:

                  (i)      With exception (a) to the CBD Software that has been
                           delivered to Dassault Systemes by PlanetCAD pursuant
                           to the Purchase Agreement, and (b) to the Derivative
                           Works that shall be made by PlanetCAD to the CBD
                           Software according to Section 6 of this Agreement, it
                           owns and/or has valid licenses in all rights, title
                           and interest in and to the CBD Software; and

                  (ii)     The Translator will materially conform to the
                           specifications set forth in Schedule A for three
                           months following delivery to PlanetCAD, provided that
                           the Translator is properly used in the operating
                           environment as specified by Dassault Systemes. If the
                           Translator does not so conform, Dassault Systemes
                           will attempt to make the Translator perform as
                           warranted. If after 60 days from notice by PlanetCAD
                           of the non-conformance, Dassault Systemes has not
                           provided a conforming Translator, PlanetCAD can
                           cancel the license to the non-conforming Translator
                           and PlanetCAD will be entitled to develop itself the
                           Translator according to the provisions of Section 3.1
                           above. In such case, the license


                                       13
<PAGE>   14


                           set forth in this Section 3.4 shall be deemed to be
                           automatically granted to PlanetCAD.

                           Dassault Systemes does not warrant that the functions
                           contained in the Translator will meet PlanetCAD's
                           requirements or will enable it to attain the
                           objectives PlanetCAD has set for itself, or that it
                           will operate in the combination which may be selected
                           for use by PlanetCAD, or that the operation of the
                           Translator will be uninterrupted or free of Errors.
                           PlanetCAD shall have exclusive responsibility for (a)
                           program selection to achieve PlanetCAD's intended
                           results, (b) program installation, (c) taking
                           adequate measures to properly test, operate and use
                           each Translator and (d) results obtained therefrom.
                           PlanetCAD shall also have exclusive responsibility
                           for selection, use and results of any other programs
                           or programming equipment or services used in
                           connection with the Translator.

         10.4     DISCLAIMER OF WARRANTIES. THERE SHALL BE NO WARRANTIES,
                  EXPRESS OR IMPLIED, EXCEPT AS STATED IN THIS SECTION 10,
                  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.

11.      LIMITATION OF LIABILITY AND INDEMNIFICATION

         11.1     LIMITATION OF LIABILITY.

                  11.1.1   WITH THE EXCEPTION OF CLAIMS FOR (i) PERSONAL INJURY
                           OR DEATH, (ii) INTELLECTUAL PROPERTY INFRINGEMENT
                           INDEMNIFICATION, AS SET FORTH IN SECTION 11.2, AND
                           (iii) THE CONFIDENTIALITY PROVISIONS SET FORTH IN
                           SECTION 13.1: 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.

                  11.1.2   [REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT UNDER RULE 24b-2 OF THE GENERAL RULES AND
                           REGULATIONS UNDER THE SECURITIES EXCHANGE ACT.
                           OMITTED INFORMATION HAS BEEN FILED WITH THE
                           SECURITIES


                                       14
<PAGE>   15


                           AND EXCHANGE COMMISSION TOGETHER WITH SUCH REQUEST
                           FOR CONFIDENTIAL TREATMENT.]

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

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

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

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

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

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

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

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


                                       15
<PAGE>   16


                  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.

12.      TERM AND BREACH OF MATERIAL OBLIGATIONS

         12.1     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.

         12.2     Breach of Material Obligations. In the event a Party fails to
                  perform any of its material obligations under this Agreement,
                  the non-breaching Party has given written notice to the other
                  Party of such failure to perform, and the breach is not cured
                  within a sixty day period from receipt of the notice, the
                  non-breaching Party may terminate any and all of its
                  obligations to provide maintenance and support, as set forth
                  in Section 7, to the breaching Party.

13.      MISCELLANEOUS

         13.1     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 CBD Software
                  and Derivative Works thereof and the WBM Software and
                  Derivative Works thereof and the Translator shall be deemed to
                  be Confidential Information under the CNDA even though they
                  are not marked confidential.

         13.2     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.

         13.3     Termination of Third Party Licenses. In the event either
                  Dassault Systemes' or PlanetCAD's rights in a third party
                  license that is part of Software subject to the terms of this
                  Agreement is terminated, Dassault Systemes and PlanetCAD will
                  reasonably assist each other in attempting to obtain a
                  satisfactory solution to the loss of such rights. In the event
                  such a solution is not obtained, despite the good faith
                  efforts of the Parties, the Party whose rights in the third
                  party license were terminated may terminate the license
                  granted hereunder as to the specific Software so affected.

         13.4     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


                                       16
<PAGE>   17


                  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.

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

         13.6     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.

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

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


                                       17
<PAGE>   18


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

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

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

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

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

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

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


                                       18
<PAGE>   19


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

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

         13.18    Assignment; Subcontracting; Third Party Beneficiaries.

                  (a)      This Agreement may be assigned or otherwise
                           transferred, by operation of law or otherwise without
                           the express written consent of PlanetCAD and 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 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 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 (i) 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; and (ii) the subcontracting Party shall
                           have obtained prior approval from the other Party,
                           which will not be unreasonably withheld, (a) of its
                           subcontractors, and (b) the method the subcontracting
                           Party will make the Source Code of any Software that
                           is the subject of this Agreement available to said
                           subcontractors, in the event access to such Source
                           Code is necessary.

                  (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


                                       19
<PAGE>   20


                           remedy of any nature whatsoever, including, without
                           limitation, any rights of employment for any
                           specified period, under or by reason of this
                           Agreement.

         13.19    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.

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

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

In Paris, on November 14, 2000

 For PlanetCAD Inc.                        For 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




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