MOLDFLOW CORP
EX-10.52 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (NON-EMPLOYEE DIRECTORS)
<DOCUMENT>
<TYPE>EX-10.52
<SEQUENCE>4
<FILENAME>b52099mcexv10w52.txt
<DESCRIPTION>EX-10.52 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (NON-EMPLOYEE DIRECTORS)
<TEXT>
<PAGE>
                                                                   Exhibit 10.52


                      NON-QUALIFIED STOCK OPTION AGREEMENT
                           FOR NON-EMPLOYEE DIRECTORS
                         UNDER THE MOLDFLOW CORPORATION
                      2000 STOCK OPTION AND INCENTIVE PLAN



Name of Optionee:  _______________________________________________

No. of Option Share:  ____________________________________________

Option Exercise Price per Share ($USD):  _________________________

Grant Date:  _____________________________________________________

Grant ID Number:  ________________________________________________

Expiration Date:  ________________________________________________


Pursuant to the Moldflow Corporation 2000 Stock Option and Incentive Plan (the
"Plan") as amended through the date hereof, Moldflow Corporation (the "Company")
hereby grants to the Optionee named above, who is a Director of the Company but
is not an employee of the Company, an option (the "Stock Option") to purchase on
or prior to the Expiration Date specified above all or part of the number of
shares of Common Stock, par value $.01 per share (the "Stock") of the Company
specified above at the Option Exercise Price per Share specified above subject
to the terms and conditions set forth herein and in the Plan.

      1. Vesting. No portion of this Stock Option may be exercised until this
Stock Option shall have vested. Except as set forth below, this Stock Option
shall be vested and exercisable as to 50% of the shares on the first anniversary
of the Grant Date and vested and exercisable as to the remaining 50% of the
shares on the second anniversary of the Grant Date.

      2. Exercise of Stock Option.

         (a) The Optionee may exercise this Option only in the following manner:
from time to time on or prior to the Expiration Date of this Option, the
Optionee may give written notice to the Company of his or her election to
purchase some or all of the vested Option Shares purchasable at the time of such
notice. This notice shall specify the number of Option Shares to be purchased.

      Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Administrator; (ii) in the form of shares of Stock
that are not then subject to restrictions under any Company plan and that have
been held by the Optionee for at least six months; (iii) by the Optionee
delivering to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or
a check payable and acceptable to the Company to pay the option purchase price,
provided that in the event the Optionee chooses to pay the option purchase price
as so provided, the Optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment procedure; or (iv)
a combination of (i), (ii) and (iii) above. Payment instruments will be received
subject to collection.


                                                                               1
<PAGE>
      The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above and any agreement, statement or other evidence
that the Company may require to satisfy itself that the issuance of Stock to be
purchased pursuant to the exercise of Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and
regulations.

         (b) Certificates for shares of Stock purchased upon exercise of this
Stock Option shall be issued and delivered to the Optionee upon compliance to
the satisfaction of the Administrator with all requirements under applicable
laws or regulations in connection with such issuance and with the requirements
hereof and of the Plan. The determination of the Administrator as to such
compliance shall be final and binding on the Optionee. The Optionee shall not be
deemed to be the holder of the shares subject to this Stock Option, or to have
any of the rights of a holder, unless and until this Stock Option shall have
been exercised pursuant to the terms hereof, the Company shall have issued and
delivered the shares to the Optionee, and the Optionee's name shall have been
entered as the stockholder of record on the books of the Company. Thereupon, the
Optionee shall have full voting, dividend and other ownership rights with
respect to such shares of Stock.

         (c) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.

      3. Termination as Director. If the Optionee ceases to be a Director of the
Company, the period within which to exercise the Stock Option may be subject to
earlier termination as set forth below.

         (a) Termination by Reason of Death. If the Optionee ceases to be a
Director by reason of death, any Stock Option held by the Optionee may be
exercised by his or her legal representative or legatee for a period of twelve
(12) months from the date of death or until the Expiration Date, if earlier.

         (b) Term by reason of disability. In the event of the terminationof the
Optionee's service as director of the Company because of Disability (as defined
below), this Stock Option may be exercised by the Optionee for a period of
twelve (12) months from the date of Disability or until the Expiration Date, if
earlier. The term "Disability" shall mean that condition described in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). In the
event of a dispute, the determination of Disability will be made by the
Administrator (as defined in Section 2(a) of the Plan) in good faith and with
the advice of a physician competent in the area to which such Disability
relates.

         (c) Other Termination. If the Optionee ceases to be a Director for any
reason other than Cause or death, any Stock Option held by the Optionee may be
exercised for a period of one (1) month from the date of termination or until
the Expiration Date, if earlier.

      4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.

      5. Transferability. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.


                                                                               2
<PAGE>
      6. Miscellaneous.

         (a) Notice hereunder shall be given to the Company at its principal
place of business, and shall be given to the Optionee at the address set forth
below, or in either case at such other address as one party may subsequently
furnish to the other party in writing.

         (b) This Stock Option does not confer upon the Optionee any rights with
respect to continuance as a Director.

         (c) Pursuant to Section 15 of the Plan, the Administrator may at
any time amend or cancel any outstanding portion of this Stock Option, but
no such action may be taken which adversely affects the Optionee's rights
under this Agreement without the Optionee's consent.


MOLDFLOW CORPORATION

By:  ___________________________________________________

Name:
Title:

      The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.

Dated:  ________________________________________________

Optionee's Signature:  _________________________________


                                                                               3


</TEXT>
</DOCUMENT>
