PLANETCAD INC
SHARE PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>d82148ex10-1.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT
<TEXT>

<PAGE>   1

                                                                  EXHIBIT 10.1



                            SHARE PURCHASE AGREEMENT

         SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of November 14,
2000, by and among Spatial Technology Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), and Dassault Systemes Corp., a
corporation organized under the laws of the State of Delaware (the
"Purchaser").

         WHEREAS:

         A. The Company and the Purchaser are executing and delivering this
Agreement in reliance upon one or more exemptions from the registration
requirements of United States federal and state securities laws.

         B. The Purchaser desires to purchase, subject to the terms and
conditions stated in this Agreement, 555,556 shares of the Company's common
stock, par value $.01 per share (the "Common Stock") for an aggregate purchase
price of $2,000,000 (or approximately $3.60 per share).

         NOW, THEREFORE, in consideration of the foregoing, the mutual
promises, conditions and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each of the Company and the Purchaser hereby agrees as follows:


1.       CERTAIN DEFINITIONS.

         For purposes of this Agreement, the following terms shall have the
meanings ascribed to them as provided below:

         "Business Day" shall mean any day on which the American Stock Exchange
(the "AMEX") or, if the Common Stock is not then traded on the AMEX, other
principal United States securities exchange or trading market on which the
Common Stock is listed or traded is open for trading.

         "Investment Amount" shall mean $2,000,000.

         "Material Adverse Effect" shall mean any material adverse effect on
(i) the Shares, (ii) the ability of the Company to perform its obligations
hereunder (including the issuance of the Shares) or under the registration
rights referred to in Section 5(k) below or (iii) the business, operations,
properties or financial condition of the Company and its subsidiaries, taken as
a whole.

         "Purchase Agreement" means that certain Purchase Agreement, dated July
4, 2000, as amended on September 2, 2000, among the Purchaser, the Company and
Spatial Components, LLC, a Delaware limited liability company.




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         "Shares" means the shares of Common Stock to be issued and sold by the
Company and purchased by the Purchaser at the Closing.

         "Trading Day" shall mean a Business Day on which at least 10,000
shares of Common Stock are traded on the principal United States securities
exchange or trading market on which such shares of Common Stock are listed or
traded.

2.       PURCHASE AND SALE OF SHARES.

         a.       Generally. Except as otherwise provided in this Section 2 and
subject to the satisfaction (or waiver) of the conditions set forth in Section
6 and Section 7 below, the Purchaser shall purchase the number of Shares
determined as provided in this Section 2, and the Company shall issue and sell
such number of Shares to the Purchaser for the Investment Amount as provided
below.

         b.       Number of Shares Purchased; Form of Payment; Closing Date.

                  i. On the Closing Date (as defined below), the Company shall
sell and the Purchaser shall buy 555,556 Shares for an aggregate purchase price
equal to the Investment Amount (or approximately $3.60 per share).

                  ii. On the Closing Date, the Purchaser shall pay the
Investment Amount by wire transfer to the Company, in accordance with the
Company's written wiring instructions against delivery of certificates
representing the Shares being purchased by the Purchaser, and the Company shall
deliver such Shares against delivery of the Investment Amount.

                  iii. Subject to the satisfaction (or waiver) of the
conditions set forth in Section 6 and Section 7 below, the date and time of the
sale of the Shares pursuant to this Agreement (the "Closing") shall be the date
and time of the closing to be held pursuant to Section 1.05 of the Purchase
Agreement or such other date or time as the parties may mutually agree
("Closing Date"). The Closing shall occur at the offices of Hogan & Hartson
L.L.P., 1800 Broadway, Suite 200, Boulder, CO 80302, or at such other place as
the parties may otherwise agree.

3.       THE PURCHASER'S REPRESENTATIONS AND WARRANTIES.

         The Purchaser represents and warrants to the Company as follows:

         a.       Purchase for Own Account. The Purchaser is purchasing the
Shares for the Purchaser's own account and not with a present view towards the
distribution thereof. The Purchaser understands and acknowledges that the
Purchaser must bear the economic risk of this investment indefinitely, unless
the Shares are registered pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and any applicable state securities or blue sky laws or
an exemption from such registration is available, and that the Company has no
present intention of registering any such Shares other than as contemplated by
Section 5(k). Notwithstanding anything in this Section 3(a) to the contrary, by
making the foregoing representation, the Purchaser does not agree to hold the
Shares for any minimum or other specific term and reserves




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the right to dispose of the Shares at any time in accordance with or pursuant
to a registration statement or an exemption from registration under the
Securities Act and any applicable state securities or blue sky laws.

         b.       Information. The Purchaser has been furnished all materials
relating to the business, finances and operations of the Company and its
subsidiaries and materials relating to the offer and sale of the Shares which
have been requested by the Purchaser. The Purchaser has been afforded the
opportunity to ask questions of the Company and has received satisfactory
answers to any such inquiries. Neither such inquiries nor any other due
diligence investigation conducted by the Purchaser or its counsel or any of its
representatives shall modify, amend or affect the Purchaser's right to rely on
the Company's representations and warranties contained in Section 4 below.

         c.       Governmental Review. The Purchaser understands that no United
States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Shares.

         d.       Authorization; Enforcement. The Purchaser has the requisite
power and authority to enter into and perform its obligations under this
Agreement and to purchase the Shares in accordance with the terms hereof. This
Agreement has been duly and validly authorized, executed and delivered on
behalf of the Purchaser and is a valid and binding agreement of the Purchaser
enforceable against the Purchaser in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other laws affecting creditors' rights and remedies generally and
to general principles of equity (regardless of whether enforcement is sought in
a proceeding at law or in equity).

         e.       Transfer or Resale. The Purchaser understands that (i) except
as provided in Section 5(k), the Shares have not been and are not being
registered under the Securities Act or any state securities laws, and may not
be transferred unless (a) subsequently registered thereunder, (b) the Purchaser
shall have delivered to the Company an opinion of counsel reasonably acceptable
to the Company (which opinion shall be in form, substance and scope customary
for opinions of counsel in comparable transactions) to the effect that the
Shares to be sold or transferred may be sold or transferred under an exemption
from such registration, or (c) sold under Rule 144 promulgated under the
Securities Act (or a successor rule); and (ii) neither the Company nor any
other person is under any obligation to register such Shares under the
Securities Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder, in each case, other than pursuant to
the registration rights in Section 5(k). Notwithstanding the foregoing, no such
registration statement or opinion of counsel shall be necessary for a transfer
by the Purchaser to its stockholders in accordance with their interest in the
corporation.

         f.       Legends. The Purchaser understands that the Shares and, until
such time as the Shares have been registered under the Securities Act as
contemplated by the registration rights in Section 5(k) or otherwise may be
sold by the Purchaser under Rule 144, the certificates for the Shares will bear
a restrictive legend in substantially the following form:



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                  The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, or
                  the securities laws of any state of the United States. The
                  securities represented hereby may not be offered or sold in
                  the absence of an effective registration statement for the
                  securities under applicable securities laws unless offered,
                  sold or transferred under an available exemption from the
                  registration requirements of those laws.

         The legend set forth above shall be removed and the Company shall
issue a certificate without such legend to the holder of any Shares upon which
it is stamped, if, (a) the sale of any such Shares is registered under the
Securities Act, (b) such holder provides the Company with an opinion of
counsel, in form and substance customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of any such Shares
may be made without registration under the Securities Act or (c) such holder
provides the Company with reasonable assurances that any such Shares can be
sold under Rule 144. The Purchaser agrees to sell all Shares, including those
represented by a certificate(s) from which the legend has been removed,
pursuant to an effective registration statement or under an exemption from the
registration requirements of the Securities Act. The legend shall be removed
when such Shares may be sold pursuant to an effective registration statement or
sold under Rule 144(k).

         g.       Accredited Investor Status. The Purchaser is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D ("Regulation
D") promulgated by the United States Securities and Exchange Commission (the
"SEC") under the Securities Act. The Purchaser is not registered as a broker or
dealer under Section 15(a) of the Securities Exchange Act of 1934, as amended,
or a member of the National Association of Securities Dealers.

         h.       Company Reliance. The Purchaser understands that the Shares
are being offered and sold to it in reliance on an exemption from the
registration requirements of United States federal and state securities laws
and that the Company is relying upon the truth and accuracy of, and the
Purchaser's compliance with, the representations, warranties, agreements,
acknowledgments, and understandings of the Purchaser set forth herein in order
to determine the availability of such exemptions and the eligibility of the
Purchaser to acquire the Shares.

4.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to the Purchaser as follows:

         a.       Organization and Qualification. The Company is a corporation,
and each of its subsidiaries is an entity, duly organized and existing under
the laws of the jurisdiction in which it is organized, and has the requisite
corporate power to own its properties and to carry on its business as now being
conducted. The Company and each of its subsidiaries is duly qualified as a
foreign entity to do business and is in good standing in every jurisdiction in
which the nature of the business conducted by it makes such qualification
necessary and where the failure so to qualify would have a Material Adverse
Effect. The SEC Documents (as hereinafter defined) set



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forth the name of each of the Company's subsidiaries and its jurisdiction of
organization. Each of the Company's subsidiaries are wholly-owned.

         b.       Authorization; Enforcement. (i) The Company has the requisite
corporate power and authority to enter into and perform its obligations under
this Agreement and to issue and sell the Shares in accordance with the terms
hereof; (ii) the execution, delivery and performance of this Agreement by the
Company and the consummation by it of the transactions contemplated hereby
(including, without limitation, the issuance and sale of the Shares) have been
duly authorized by the Company's Board of Directors and no further consent or
authorization of the Company, its Board of Directors or its stockholders is
required; (iii) this Agreement has been duly executed and delivered by the
Company; and (iv) this Agreement constitutes the valid and binding obligation
of the Company enforceable against the Company in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and other laws affecting creditors' rights and
remedies generally and to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).

         c.       Capitalization. As of the date hereof, the authorized capital
stock of the Company consists of 25,000,000 shares, consisting of two classes:
22,500,000 shares of Common Stock and 2,500,000 shares of preferred stock, par
value $.01 per Share (the "Preferred Stock"). According to a certificate from
the Company's transfer agent dated November 12, 2000, an aggregate of
11,887,307 shares of the Company's Common Stock were issued and outstanding as
of the date of such transfer agent certificate. No shares of the Company's
Preferred Stock are outstanding as of the date hereof. As of the date hereof,
there is an aggregate of 4,630,599 shares of the Company's Common Stock
reserved for issuance under the Company's stock option plans and employee stock
purchase plan. All of such outstanding shares of the Company's capital stock
have been, or upon issuance will be, validly issued, fully paid and
nonassessable. Except as set forth in this Section 4(c) or on the disclosure
schedule (the "Schedule") referencing this Section 4(c), no shares of capital
stock of the Company (including the Shares) or any of its subsidiaries are
subject to preemptive rights or any other similar rights of the stockholders of
the Company or any liens or encumbrances created or incurred by the Company.
Except for the Shares and as disclosed in this Section 4(c) or Schedule 4(c),
as of the date of this Agreement, (i) there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into or exercisable
or exchangeable for, any shares of capital stock of the Company or any of its
subsidiaries, or arrangements by which the Company or any of its subsidiaries
is or may become bound to issue additional shares of capital stock of the
Company or such subsidiaries, and (ii) there are no agreements or arrangements
under which the Company or any of its subsidiaries is obligated to register the
sale of any of its or their securities under the Securities Act (except as
provided in Section 1.04(d) and 1.09 of the Purchase Agreement and the
Registration Rights Agreement, dated February 18, 2000 (the "Registration
Rights Agreement"), among the Company, the Purchaser and the other investors
identified therein). Except as set forth on Schedule 4(c), there are no
securities or instruments containing price-based antidilution or similar
provisions that may be triggered by the issuance of the Shares in accordance
with the terms of this Agreement or the Registration Rights Agreement and the
holders of the securities and instruments listed on such Schedule 4(c) have
waived any rights they may have under any such antidilution or similar




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provisions in connection with the issuance of the Shares in accordance with the
terms of this Agreement or the Registration Rights Agreement. The Company has
made available to the Purchaser and counsel for the Purchaser true and correct
copies of the Company's Certificate of Incorporation as in effect on the date
hereof ("Certificate of Incorporation"), the Company's By-laws as in effect on
the date hereof (the "By-laws") and all other instruments and agreements
governing securities convertible into or exercisable or exchangeable for
capital stock of the Company, except for stock options granted under any
employee benefit plan or director stock option plan of the Company.

         d.       Issuance of Shares. The Shares are duly authorized and when
issued and paid for in accordance with the terms hereof, will be validly
issued, fully paid and non-assessable, and free from all taxes, liens, claims
and encumbrances, and will not be subject to preemptive rights or other similar
rights of stockholders of the Company and will not impose personal liability
upon the holder thereof.

         e.       No Conflicts. The execution, delivery and performance of this
Agreement by the Company, and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation,
the issuance and sale of the Shares) will not (i) conflict with or result in a
violation of the Certificate of Incorporation or By-laws or (ii) conflict with,
or constitute a default (or an event which, with notice or lapse of time or
both, would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of any agreement,
indenture or instrument to which the Company or any of its subsidiaries is a
party, or result in a violation of any law, rule, regulation, order, judgment
or decree (including United States federal and state securities laws and
regulations and AMEX regulations) applicable to the Company or any of its
subsidiaries or by which any property or asset of the Company or any of its
subsidiaries is bound or affected (except, with respect to clause (ii), for
such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate,
have a Material Adverse Effect). Neither the Company nor any of its
subsidiaries is in violation of its Certificate of Incorporation, By-laws and
other organizational documents and neither the Company nor any of its
subsidiaries is in default (and no event has occurred which, with notice or
lapse of time or both, would put the Company or any of its subsidiaries in
default) under, nor has there occurred any event giving others (with notice or
lapse of time or both) any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company or
any of its subsidiaries is a party, except for actual or possible violations,
defaults or rights as would not, individually or in the aggregate, have a
Material Adverse Effect. The businesses of the Company and its subsidiaries are
not being conducted in violation of any law, ordinance or regulation of any
governmental entity, except for actual or possible violations, if any, the
sanctions for which either individually or in the aggregate would not have a
Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required under the Securities Act and any applicable state securities
laws, the Company is not required to obtain any consent, approval,
authorization or order of, or make any filing or registration with, any court
or governmental agency or any regulatory or self regulatory agency in order for
it to execute, deliver or perform any of its obligations under this Agreement
(including, without limitation, the issuance and sale of the Shares as provided
hereby) in accordance with the terms hereof. The Company is not in violation of
the listing requirements of the AMEX and does not reasonably anticipate that
the



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Common Stock will be delisted by AMEX in the foreseeable future based on its
rules (and interpretations thereof) as currently in effect.

         f.       SEC Documents; Financial Statements. Except for the failure
to timely file a required report on Form 8-K in connection with the acquisition
of Prescient Technologies, Inc., since January 1998, the Company has timely
filed all reports, schedules, forms, statements and other documents required to
be filed by it with the SEC pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and has filed all registration statements and
other documents required to be filed by it with the SEC pursuant to the
Securities Act (all of the foregoing filed prior to the date hereof, and all
exhibits included therein and financial statements and schedules thereto and
documents incorporated by reference therein, being hereinafter referred to
herein as the "SEC Documents"). The Company has made available to the Purchaser
and to counsel for the Purchaser true and complete copies of the SEC Documents
not filed on EDGAR and reasonably requested by Purchaser, except for the
exhibits and schedules thereto and the documents incorporated therein by
reference. As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Exchange Act or the Securities
Act, as the case may be, and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at
the time they were filed with the SEC, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. Any statements made
in any such SEC Documents that are or were required to be updated or amended
under applicable law have been so updated or amended. As of their respective
dates, the financial statements of the Company included in the SEC Documents
complied in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC applicable with respect thereto.
Such financial statements have been prepared in accordance with United States
generally accepted accounting principles, consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the
consolidated financial position of the Company and its subsidiaries as of the
dates thereof and the results of their operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal and
recurring year-end audit adjustments). Except as set forth in the SEC
Documents, the Company has no liabilities, contingent or otherwise, other than
(i) liabilities incurred in the ordinary course of business subsequent to the
date of such SEC Documents and (ii) obligations under contracts and commitments
incurred in the ordinary course of business and not required under generally
accepted accounting principles to be reflected in such SEC Documents, which
liabilities and obligations referred to in clauses (i) and (ii) of this
sentence would not individually or in the aggregate, have a Material Adverse
Effect.

         g.       Absence of Certain Changes. Except as disclosed in the SEC
Documents, since March 31, 2000, there has been no change or development which
individually or in the aggregate has had or could have a Material Adverse
Effect.

         h.       Absence of Litigation. Except as disclosed in the SEC
Documents and set forth on Schedule 4(h), there is no action, suit, proceeding,
inquiry or investigation before or by any




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court, public board, government agency, self-regulatory organization or body
pending or, or to the knowledge of the Company, threatened against or affecting
the Company, or any of its subsidiaries, or any of their directors or officers
in their capacities as such, except as would not have a Material Adverse
Effect.

         i.       Intellectual Property. The Company and each of its
subsidiaries owns or is licensed to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, copyrights,
copyright applications, licenses, permits, know-how (including trade secrets
and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures) and other similar rights and proprietary
knowledge (collectively, "Intangibles") necessary for the conduct of its
business as now being conducted and as proposed to be conducted. Neither the
Company nor any of its subsidiaries is infringing or in conflict with any other
person with respect to any Intangibles. Neither the Company nor any of its
subsidiaries has received written notice that it is infringing upon third party
Intangibles. Neither the Company nor any of its subsidiaries has entered into
any consent, indemnification, forbearance to sue or settlement agreements with
respect to the validity of the Company's or such subsidiary's ownership or
right to use its Intangibles and, to the knowledge of the Company, there is no
basis for any such claim to be successful. The Intangibles are valid and
enforceable, and no registration relating thereto has lapsed, expired or been
abandoned or canceled or is the subject of cancellation or other adversarial
proceedings, and all applications therefor are pending and in good standing.
The Company has complied, in all material respects, with its contractual
obligations relating to the protection of the Intangibles used pursuant to
licenses. To the Company's knowledge, no person is infringing on or violating
the Intangibles owned or used by the Company.

         j.       Agreements. Except for the transactions contemplated by the
Purchase Agreement and except as filed as Exhibits to the SEC Documents or as
set forth in Schedule 4(j), there are no agreements, understandings,
instruments, contracts, proposed transactions, judgments, orders, writs or
decrees to which the Company or any of its subsidiaries is a party or by which
it is bound that may involve (i) obligations (contingent or otherwise) of, or
payments to, the Company in excess of $250,000 (other than licenses pursuant to
license agreements entered into in the ordinary course of the Company's
business) or (ii) the license of any patent, copyright, trade secret or other
proprietary right to or from the Company (other than licenses pursuant to
license agreements entered into in the ordinary course of the Company's
business), or (iii) provisions restricting or affecting the development,
manufacture or distribution of the Company's or its subsidiaries' products or
services, or (iv) indemnification by the Company or any subsidiary with respect
to infringements of proprietary rights (other than indemnification obligations
arising from purchase or sale agreements entered into in the ordinary course of
business) or (v) transactions between the Company and any of the Company's or
its subsidiaries' officers, directors, affiliates, or any affiliates thereof
(other than pursuant to employment agreements or stock or benefit plans), or
(vi) employment of the Company's officers or (vii) incurrence of any
indebtedness for money borrowed or any other liabilities (other than with
respect to dividend obligations, distributions, indebtedness and other
obligations incurred in the ordinary course of business or as disclosed in the
SEC Documents) individually in excess of $250,000 or, in the case of
indebtedness and/or liabilities individually less than $250,000, in excess of
$500,000 in the aggregate, or (viii) the making of any loans or advances to any
person,


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other than ordinary advances for travel expenses, or (ix) the sale, exchange or
other disposition of any of its assets or rights, other than licenses in the
ordinary course of business.

         k.       Foreign Corrupt Practices. Neither the Company, its
subsidiaries, or any director, officer, agent, employee or other person acting
on behalf of the Company or any of its subsidiaries has, in the course of such
person's actions for, or on behalf of, the Company, or any of its subsidiaries,
used any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful expenses relating to political activity; made any direct or
indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds; violated or is in violation of any provision of
the United States Foreign Corrupt Practices Act of 1977; or made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any
foreign or domestic government official or employee.

         l.       Environment. Except as disclosed in the SEC Documents (i)
there is no environmental liability, nor, to the knowledge of the Company,
factors likely to give rise to any environmental liability, affecting any of
the properties of the Company or any of its subsidiaries that, individually or
in the aggregate, would have a Material Adverse Effect and (ii) neither the
Company nor any of the subsidiaries has violated any environmental law
applicable to it now or previously in effect, other than such violations or
infringements that, individually or in the aggregate, have not had and will not
have a Material Adverse Effect.

         m.       Title. The Company does not own any real property. Any real
property and facilities held under lease by the Company or any of its
subsidiaries are held by the Company or such subsidiary under valid, subsisting
and enforceable leases with such exceptions which have not had and will not
have a Material Adverse Effect.

         n.       Insurance. The Company and its subsidiaries maintain such
insurance relating to their business, operations, assets, key-employees and
officers and directors as is appropriate to their business, assets and
operations, in such amounts and against such risks as are customarily carried
and insured against by owners of comparable businesses, assets and operations,
and such insurance coverages will be continued in full force and effect to and
including the Closing Date other than those insurance coverages in respect of
which the failure to continue in full force and effect could not reasonably be
expected to have a Material Adverse Effect.

         o.       Disclosure. All information relating to or concerning the
Company and its subsidiaries set forth in this Agreement or provided to the
Purchaser in writing in connection with the transactions contemplated hereby is
true and correct in all material respects and the Company has not omitted to
state any material fact necessary in order to make the statements made herein
or therein, in light of the circumstances under which they were made, not
misleading; provided, however, that this representation and warranty shall not
apply to any information contained within any of the foregoing related to
future events, or the projected future financial performance of the Company,
including any financial projections, or descriptions of potential strategic or
business relationships between the Company and third parties.

         p.       No Brokers. Except for Roth Capital Partners, Inc., the
Company has not engaged any person to which or to whom brokerage commissions,
finder's fees, financial advisory fees or



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similar payments are or will become due in connection with this Agreement or
the transactions contemplated hereby.

         q.       Tax Status. The Company and each of its subsidiaries has made
or filed all federal, state and local income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject and has
paid all taxes and other governmental assessments and charges, shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith, and has set aside on its books provisions
adequate for the payment of all taxes for periods subsequent to the periods to
which such returns, reports or declarations apply. There are no unpaid taxes
claimed to be due by the taxing authority of any jurisdiction. The Company has
not executed a waiver with respect to any statute of limitations relating to
the assessment or collection of any federal, state or local tax. Except as set
forth in Schedule 4(q), none of the Company's tax returns has been or is being
audited by any taxing authority.

         r.       No General Solicitation. Neither the Company nor any person
participating on the Company's behalf in the transactions contemplated hereby
has conducted any "general solicitation" or "general advertising" as such terms
are used in Regulation D, with respect to any of the Shares being offered
hereby.

         s.       No Integrated Offering. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security under circumstances that would require registration of the
Shares being offered hereby under the Securities Act or cause this offering of
Shares to be integrated with any prior offering of securities of the Company
for purposes of the Securities Act or any applicable stockholder approval
provisions, including, without limitation, the applicable AMEX regulations.

         t.       Real Property Holding Corporation. Neither the Company nor
any subsidiary of the Company is a real property holding corporation within the
meaning of Section 897(c)(2) of the Code and any regulations promulgated
thereunder.

         u.       ERISA. The Company has complied in all material respects with
the applicable rules and regulations of the Employee Retirement Income Security
Act of 1974, as amended, with respect to any employee benefit plans subject
thereto.

5.       COVENANTS.

         a.       Best Efforts. Each of the Company and the Purchaser shall use
its best efforts timely to satisfy each of the conditions set forth in Section
6 and Section 7 of this Agreement.

         b.       Blue Sky Laws. The Company shall, on or before the Closing
Date, take such action as the Company shall reasonably determine is necessary
to qualify the Shares for sale to the Purchaser pursuant to this Agreement
under applicable securities or "blue sky" laws of the states of the United
States or obtain exemption therefrom, and shall provide evidence of any such
action so taken to the Purchaser and counsel for the Purchaser as soon as
practicable after such filing.



                                      10
<PAGE>   11



         c.       Reporting Status. So long as the Purchaser beneficially owns
any Shares, the Company shall timely file all reports required to be filed with
the SEC pursuant to the Exchange Act, and shall not terminate its status as an
issuer required to file reports under the Exchange Act even if the Exchange Act
or the rules and regulations thereunder would permit such termination.

         d.       Use of Proceeds. The Company shall use the net proceeds from
the sale of the Shares in order to fund the Company's sales and marketing
activities for working capital and for other general corporate purposes,
including potential strategic acquisitions, but in no event shall the Company
use such net proceeds to repurchase any outstanding securities of the Company
or for any other distribution with respect to outstanding securities of the
Company.

         e.       Listing. Promptly after the Closing Date, the Company shall
secure the listing of the Shares upon each national securities exchange or
automated quotation system, if any, upon which shares of Common Stock are then
listed or quoted (subject to official notice of issuance). The Company will use
its best efforts to continue the listing and trading of its Common Stock on
AMEX (or, if listing is moved, the New York Stock Exchange ("NYSE") or the
Nasdaq National Market ("NASDAQ")), and will comply in all material respects
with the Company's reporting, filing and other obligations under the bylaws or
rules of AMEX, NYSE or NASDAQ, as the case may be.

         f.       Corporate Existence. So long as the Purchaser beneficially
owns any Shares, the Company shall maintain its corporate existence, except in
the event of a merger, consolidation or sale of all or substantially all of the
Company's assets, as long as the surviving or successor entity in such
transaction assumes the Company's obligations hereunder and under the
agreements and instruments entered into in connection herewith.

         g.       No Integrated Offering. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, shall, directly or
indirectly, make any offers or sales of any security or solicit any offers to
buy any security under circumstances that would require registration of the
Shares being offered hereby under the Securities Act or cause this offering of
Shares to be integrated with any prior or future offering of securities of the
Company for purposes of the Securities Act or any applicable stockholder
approval provisions, including, without limitation, the applicable regulations
of AMEX, NYSE or NASDAQ, as the case may be.

         h.       Restrictions on Purchase. The Purchaser agrees not to
purchase any shares of the Company's Common Stock in the open market or in
privately negotiated transactions from non-affiliates for a period of one year
from the Closing Date, without the prior approval of the Board of Directors of
the Company.

         i.       Indemnification by the Company. The Company shall indemnify,
defend and hold the Purchaser, and its affiliates, officers, directors,
stockholders, employees and agents, harmless with respect to any and all
demands, claims, actions, suits, proceedings, assessments, judgments, costs,
losses, damages, liabilities and expenses (including, without limitation,
reasonable attorneys' fees) ("Losses") asserted against, resulting from,
imposed upon or incurred by any such indemnified party directly relating to or
arising out of: (a) the inaccuracy of any representation or warranty of the
Company contained herein or in any instrument or certificate



                                      11
<PAGE>   12




delivered pursuant to this Agreement, and (b) the breach of any covenant or
agreement by the Company.

         j.       Indemnification by the Purchaser. The Purchaser shall
indemnify, defend and hold the Company, and its affiliates, officers,
directors, stockholders, employees and agents, harmless with respect to any and
all Losses asserted against, resulting from, imposed upon or incurred by any
such indemnified party directly relating to or arising out of: (a) the
inaccuracy of any representation or warranty of the Purchaser contained herein
or in any instrument or certificate delivered pursuant to this Agreement, and
(b) the breach of any covenant or agreement by the Purchaser.

         k.       Registration Rights. The Purchaser will have registration
rights in respect of the shares of Common Stock purchased hereunder as provided
in Section 1.04(d) and 1.09 of the Purchase Agreement.

6.       CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

         The obligation of the Company hereunder to issue and sell Shares to
the Purchaser at the Closing hereunder is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions thereto; provided,
however, that these conditions are for the Company's sole benefit and may be
waived by the Company at any time in its sole discretion.

         a.       The Purchaser shall have executed this Agreement and
delivered the same to the Company.

         b.       The Purchaser shall have delivered the Investment Amount in
accordance with Section 2(b) above.

         c.       The representations and warranties of the Purchaser shall be
true and correct in all material respects as of the date when made and as of
the Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date, which representations and
warranties shall be true and correct as of such date), and the Purchaser shall
have performed, satisfied and complied in all material respects with the
covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Purchaser at or prior to the
Closing Date.

         d.       No statute, rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated
hereby which prohibits the consummation of any of the transactions contemplated
by this Agreement.

7.       CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE
         SHARES.

         The obligation of the Purchaser hereunder to purchase Shares to be
purchased by it hereunder is subject to the satisfaction, at or before the
Closing Date, of each of the following



                                      12
<PAGE>   13





conditions, provided that these conditions are for the Purchaser's sole benefit
and may be waived by the Purchaser at any time in the Purchaser's sole
discretion:

         a.       The Company shall have executed this Agreement and delivered
the same to the Purchaser.

         b.       The Company shall have instructed its transfer agent to issue
to the Purchaser duly executed certificates representing the number of Shares.

         c.       Trading in the Common Stock (or on AMEX generally) shall not
have been suspended or be under threat of suspension by the SEC or AMEX.

         d.       The representations and warranties of the Company shall be
true and correct in all material respects as of the date when made and as of
the Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date, which representations and
warranties shall be true and correct as of such date) and the Company shall
have performed, satisfied and complied in all material respects with the
covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Company at or prior to the Closing
Date. The Purchaser shall have received a certificate, executed on behalf of
the Company by its Vice President, Administration and Corporate Controller,
dated as of the Closing Date, to the foregoing effect and attaching true and
correct copies of the resolutions adopted by the Company's Board of Directors
authorizing the execution, delivery and performance by the Company of its
obligations under this Agreement.

         e.       No statute, rule, regulation, executive order, decree,
ruling, injunction, action, proceeding or interpretation shall have been
enacted, entered, promulgated, endorsed or adopted by any court or governmental
authority of competent jurisdiction or any self-regulatory organization, or the
staff of any thereof, having authority over the matters contemplated hereby
which questions the validity of, or challenges or prohibits the consummation
of, any of the transactions contemplated by this Agreement.

         f.       The Purchaser shall have received an opinion of the Company's
counsel, dated as of the Closing Date, in form and substance acceptable to
counsel for the Purchaser.

         g.       From the date of this Agreement through the Closing Date,
there shall not have occurred any Material Adverse Effect.

         h.       The Company shall have provided advance notice to AMEX of the
issuance of the Shares and provided the Purchaser with oral or written evidence
of the Company's compliance with all applicable rules of AMEX.


8.       GOVERNING LAW; MISCELLANEOUS.

         a.       Governing Law; Jurisdiction. This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware.




                                      13
<PAGE>   14




         b.       Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party. This Agreement, once executed by a party, may be
delivered to the other parties hereto by facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.
In the event any signature is delivered by facsimile transmission, the party
using such means of delivery shall cause the manually executed Execution
Page(s) hereof to be physically delivered to the other party within five (5)
days of the execution hereof.

         c.       Headings. The headings of this Agreement are for convenience
of reference and shall not form part of, or affect the interpretation of, this
Agreement.

         d.       Severability. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction.

         e.       Entire Agreement; Amendments; Waiver. This Agreement and the
instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor the Purchaser
makes any representation, warranty, covenant or undertaking with respect to
such matters. No provision of this Agreement may be waived or amended other
than by an instrument in writing signed by the Company and by the Purchaser.
Any waiver by the Purchaser, on the one hand, or the Company, on the other
hand, of a breach of any provision of this Agreement shall not operate as or be
construed to be a waiver of any other breach of such provision of or any breach
of any other provision of this Agreement. The failure of the Purchaser, on the
one hand, or the Company, on the other hand to insist upon strict adherence to
any term of this Agreement on one or more occasions shall not be considered a
waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.

         f.       Notices. Any notices required or permitted to be given under
the terms of this Agreement shall be sent by certified or registered mail
(return receipt requested) or delivered personally or by courier or by
confirmed telecopy, and shall be effective five days after being placed in the
mail, if mailed, or upon receipt or refusal of receipt, if delivered personally
or by courier or confirmed telecopy, in each case addressed to a party. The
addresses for such communications shall be:

         If to the Company:

         Spatial Technology Inc.
         2425 55th Street, Ste. 100
         Boulder, CO 80301
         Telephone No.:  303-544-2900
         Facsimile No.:  303-544-3005
         Attention:  Chief Executive Officer




                                      14
<PAGE>   15






         With a copy to:

         Hogan & Hartson L.L.P.
         1200 Seventeenth Street, Suite 1500
         Denver, CO 80302
         Telephone No.:  303-899-7300
         Facsimile No.:  303-899-7333
         Attention:  Whitney Holmes, Esq.

         If to the Purchaser:

         Dassault Systemes
         9 Quai Marcel Dassault
         BP310
         2150 Suresnes Cedex
         France
         Telephone No.:  33.1.40.99.40.99
         Facsimile No.:  33.1.42.0445.81
         Attention:  Thibault de Tersant

         With a copy to:

         Shearman & Sterling
         599 Lexington Avenue
         New York, New York 10022
         Telephone No.:  212-848-4000
         Facsimile No.:  212-848-7179
         Attention:  Alfred Ross, Jr., Esq.

         Each party shall provide notice to the other parties of any change in
address.

         g.       Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their successors and assigns. The
Company shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Purchaser.

         h.       Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be
enforced by any other person.

         i.       Survival. The representations and warranties of the Company
and the agreements and covenants set forth in Sections 4, 5 and 8 shall survive
the Closing notwithstanding any due diligence investigation conducted by or on
behalf of the Purchaser. Moreover, none of the representations and warranties
made by the Company herein shall act as a waiver of any rights or remedies the
Purchaser may have under applicable federal or state securities laws. The
Company



                                      15
<PAGE>   16



agrees to indemnify and hold harmless the Purchaser and each of the Purchaser's
officers, directors, employees, partners, members, agents and affiliates for
loss or damage relating to the Securities purchased hereunder arising as a
result of or related to any breach by the Company of any of its representations
or covenants set forth herein, including advancement of expenses as they are
incurred.

         j.       Publicity. The Company and the Purchaser shall have the right
to review and comment upon the issuance of any press releases, or the filing of
any SEC or AMEX filings, or any other public statements with respect to the
transactions contemplated hereby. The Purchaser shall be provided documents to
review at least 48 hours prior to the filing or other issuance thereof except
that draft press releases shall be provided to the Purchaser at least 24 hours
prior to issuance. Within the time period required by the SEC, the Company
shall file a Current Report on Form 8-K or other appropriate form with the SEC
disclosing the transactions contemplated hereby, if required in the judgment of
counsel to the Company.

         k.       Further Assurances. Each party shall do and perform, or cause
to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents,
as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

         l.       Termination. In the event that the Closing Date shall not
have occurred on or before November 20, 2000, unless the parties agree
otherwise, this Agreement shall terminate at the close of business on such
date. Notwithstanding any termination of this Agreement, any party not in
breach of this Agreement shall preserve all rights and remedies it may have
against another party hereto for a breach of this Agreement prior to or
relating to the termination hereof.

         m.       Equitable Relief. The Company acknowledges that a breach by
it of its obligations hereunder will cause irreparable harm to the Purchaser by
vitiating the intent and purpose of the transactions contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of
its obligations hereunder will be inadequate and agrees, in the event of a
breach or threatened breach by the Company of the provisions of this Agreement,
that the Purchaser shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach and requiring immediate
issuance and transfer, without the necessity of showing economic loss and
without any bond or other security being required.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                      16
<PAGE>   17





         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Securities Purchase Agreement to be duly executed as of the date
first above written.

                                        SPATIAL TECHNOLOGY INC.:


                                        By:  /s/ R. Bruce Morgan
                                             ----------------------------------
                                             Name:  R. Bruce Morgan
                                             Title: Chief Executive Officer


                                        DASSAULT SYSTEMES CORP.:


                                        By:  /s/ Thibault de Tersant
                                             ----------------------------------
                                             Name:  Thibault de Tersant
                                             Title: Executive Vice President
</TEXT>
</DOCUMENT>
