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                                                                    EXHIBIT 10.2


                       WAIVER AND TERMINATION OF AGREEMENT
                       -----------------------------------


         This Waiver and Termination of Agreement is made and entered into this
28th day of November, 2005, by and between Clara Young ("EMPLOYEE") and netGuru,
Inc., a Delaware corporation ("EMPLOYER").

             RECITALS

     A. Employer and Employee are parties to a Change in Control and Executive
     Retention Agreement dated as of June 1, 2005 ("RETENTION AGREEMENT").

     B. Effective November 17, 2005, Employer sold its Research Engineers
     division and STAAD product lines to Bentley Systems ("Bentley") in a
     transaction that may constitute a "Change of Control" under the terms of
     the Retention Agreement.

     C. As part of the Bentley transaction, Employee has accepted new employment
     with Bentley, and has resigned his positions with Employer.

                                    AGREEMENT

         In consideration of the foregoing and of the mutual promises made in
this Waiver and Termination of Agreement, the parties agree as follows:

         1. TERMINATION OF RETENTION AGREEMENT. The Retention Agreement is
hereby terminated, effective immediately, and shall be of no further force and
effect.

         2. WAIVER AND RELEASE. Employee hereby waives any right he may have had
to receive compensation, benefits or payments from Employer under the Retention
Agreement, and each of the parties hereby fully releases and discharges the
other from any obligations or liabilities the other may have had to him or it
under the Retention Agreement.

         3. CIVIL CODE SS.1542. Employer and Employee each (a) represents,
warrants and acknowledges to the other that each has been fully advised by his
or its attorney of the contents of Section 1542 of the Civil Code of the State
of California, and (b) hereby expressly waives the benefits thereof and any
rights such party may have thereunder. Section 1542 of the Civil Code of the
State of California provides as follows:

         "A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor."

         4. NOTICE. For purposes of this Agreement, notices and all other
communications provided for in this Waiver and Termination of Agreement shall be
in writing and shall be deemed to have been duly given when delivered or mailed
by United States Registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of the


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Retention Agreement, provided that all notices to Employer shall be directed to
the attention of the Board, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
a change of address shall be effective only upon receipt.

         5. COUNTERPARTS. This Waiver and Termination of Agreement may be
executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same instrument.

         6. ATTORNEYS' FEES. If either party to this Waiver and Termination of
Agreement initiates any action, suit, motion, application, arbitration or other
proceeding which concerns the interpretation or enforcement of this Waiver and
Termination of Agreement, the prevailing party in such action, suit, motion,
application, arbitration or other proceeding, or judgment creditor, shall be
entitled to recover its costs and attorneys' fees from the nonprevailing party
or judgment debtor, including costs and fees on appeal, if any.

         The parties have executed this Waiver and Termination of Agreement as
of the date first above written.



                                         NETGURU, INC.



                                         By: /s/ AMRIT K. DAS
                                             ---------------------------------
                                         Amrit K. Das, Chief Executive Officer



                                         /s/ CLARA YOUNG
                                         -----------------------------------
                                         CLARA YOUNG