PLANETCAD INC
PROVIDER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>10
<FILENAME>d82148ex10-9.txt
<DESCRIPTION>PROVIDER AGREEMENT
<TEXT>

<PAGE>   1


                                                                    EXHIBIT 10.9

                             CATIA V5 GALAXY PROGRAM
                           SOLUTION PROVIDER AGREEMENT


This Agreement is made by and between:

DASSAULT SYSTEMES,
a corporation organized and existing under the laws of France, having its
registered office at 9 quai Marcel Dassault, 92150 Suresnes, France, hereinafter
"DS",

                                                                on the one hand,
and,

PLANETCAD INC.,
a corporation organized and existing under the laws of Delaware, USA, having its
registered office at 2520 55th Street, Suite 200, Boulder, Colorado 80 301, USA,
hereinafter "Solution Provider",

                                                              on the other hand,

WHEREAS

DS is a software editor that develops or has developed, and distributes,
directly or indirectly, an advanced software development environment, designated
CAA Version 5 Architecture or CAA V5 Architecture, which includes innovative
development architecture and sophisticated development tools. As of today, this
environment allows to develop software application programs in the fields of
CAD/CAM/CAE (Computer Aided Design / Computer Aided Manufacture / Computer Aided
Engineering), PDM (Product Data Management), Digital Manufacturing, product and
process Data Modeling or Network Computing. DS and its affiliates have developed
and will continue to develop software application programs based on the CAA
Version 5 Architecture.

PlanetCAD is a software specialist, editor of software in the field of
engineering design quality. PlanetCAD wishes to develop and distribute
application software based on the CAA Version 5 Architecture, fully integrated
with and complementary to CATIA V5 current and future Products.

DS wishes to encourage software specialists to develop and distribute software
application programs based on the CAA Version 5 Architecture, integrated with
and complementary to CATIA V5 current and future Products. To that effect, DS
has set forth the "CATIA V5 Galaxy Program" available to those software
specialists that meet specific conditions and criteria. The participants to this
Program are then entitled to:

     -    Develop, maintain and distribute software applications under their own
          brand, which, as a prerequisite, need certain CATIA V5 Products to
          operate.

SOLUTION PROVIDER AGREEMENT                                               Page 1

<PAGE>   2


     -    Benefit from various levels of technical and marketing support at
          preferred conditions.

PlanetCAD wishes to enter into the CATIA V5 Galaxy Program as Partner and
qualify as "solution provider" in the Program.

NOW THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the parties hereto agree as follows.

1.   DEFINITIONS

AGREEMENT shall designate this agreement including all PID(s), RFL(s) and other
                   Purchase Order(s) duly accepted by DS, as well as other
                   exhibit(s), amendment(s) and supplement(s) thereto.

APPLICATION PROGRAM OR AP shall designate the stand-alone software application
                   program to be developed by Solution Provider on the basis of
                   the CAA V5 Architecture and that pre-requests certain CATIA
                   V5 Product(s).

APPLICATION PROGRAMMING INTERFACE(S) OR API(S) shall designate those CAA V5
                   Products consisting in Source Code that are necessary to
                   interface or make operable any AP(s) with certain CATIA V5
                   Product(s).

CAA V5 PRODUCT(S) shall designate all software programs and/or API(s) and/or
                   software development tool(s) and/or associated
                   Documentation(s) thereto, owned by or licensed to DS or its
                   affiliates, developed and distributed by and/or for DS or its
                   affiliates, which allow the development of application
                   programs and constitute together the CAA Version 5
                   Architecture.

CATIA V5 GALAXY PROGRAM OR GALAXY PROGRAM shall designate the program of
                   cooperation and assistance established by DS to support the
                   development and marketing by selected software specialists of
                   application programs based on the CAA V5 Architecture and
                   complementary to CATIA V5 Products.

CATIA V5 PRODUCT(S) shall designate application software products owned by or
                   licensed to DS, developed and distributed by and/or for DS
                   under the CATIA registered trademark or any other DS Group
                   owned trademark.

SOLUTION PROVIDER AGREEMENT                                               Page 2

<PAGE>   3


COMPETITOR shall designate any corporation, company or other legal entity
                   involved directly or indirectly in the business of
                   manufacturing, developing, marketing and/or distributing
                   CAD/CAM/CAE (Computer Aided Design / Computer Aided
                   Manufacture / Computer Aided Engineering), PDM (Product Data
                   Management), Digital Manufacturing, Data Modeling or Network
                   Computing products and/or services of the kind manufactured,
                   developed, marketed and/or distributed by the DS Group, in
                   the countries where the DS Group does business during the
                   Term of this Agreement, directly or indirectly, even if these
                   activities are only part of the activities of said
                   corporation, company or legal entity.

CONFIDENTIAL NON-DISCLOSURE AGREEMENT OR "CNDA" shall designate the agreement
                   defined in Section 12 below.

DESIGNATED MACHINE shall designate the central processing unit or workstation
                   identified in an RFL by (i) machine identification number,
                   (ii) type and serial number; (iii) installation address; and
                   (iv) if applicable, named Users.

DOCUMENTATION shall designate user documentation in any form or media as
                   provided by DS to Solution Provider for use in connection
                   with the Licensed Product(s) to which it is associated.

DS GROUP shall designate DS and its affiliates, i.e. any legal entity of which
                   more than fifty per cent (50%) of its ownership interest is
                   owned or controlled, directly or indirectly by DS.

DS GROUP PRODUCT(S) shall designate any computer software product authored or
                   developed by or for or licensed to the DS Group, whether
                   current or future and whatever the trademarks they are sold
                   under, including without limitation the CAA V5 and CATIA V5
                   Product(s), as well as the ENOVIA and DELMIA product lines.

EFFECTIVE DATE shall designate November 14, 2000, which is the date when this
                   Agreement comes into force.

effective date shall designate the date of coming into force of any contractual
                   document (PID, amendment to PID, RFL, Purchase Order etc.)
                   and is the date of the last signature by both parties.

GENERAL AVAILABILITY OR "GA" shall designate the placing on the market of any
                   given computer program or new release thereto, by way of a
                   public announcement as well as insertion in a public
                   catalogue of products.

SOLUTION PROVIDER AGREEMENT                                               Page 3

<PAGE>   4



INTEGRATION shall designate a self contained, stand alone, computer software
                   program as opposed to an interface, pre-requesting only
                   certain CATIA V5 Products but no other computer software
                   programs of Solution Provider.

INTERFACE shall designate a computer software program making the bridge among
                   two existing software programs as opposed to an integration.

LICENSED PRODUCT(S) shall designate (i) the run time of those CAA V5 Product(s)
                   other than API(s), and/or (ii) the run time of those CATIA V5
                   Product(s), and/or (iii) the build time of those API(s), as
                   identified in RFL(s) duly accepted by DS.

NON-GA PROGRAMS shall designate certain CAA V5 and/or CATIA V5 Products that
                   have not been made generally available to the market by DS by
                   way of a public announcement and insertion in DS's public
                   catalogue of computer programs.

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

PARTNERS' PRICE LIST shall designate the document attached hereto as Exhibit D
                   which specifies DS financial conditions for granting licenses
                   and/or services to partners under the CATIA V5 Galaxy
                   Program. DS may amend its Partners' Price List at anytime
                   during this Agreement.

PRELIMINARY PROJECT DESCRIPTION OR "PPD" shall designate the preliminary
                   description of any software program which Solution Provider
                   contemplates developing under this Agreement, as defined in
                   Section 9.1.1.

PROJECT INFORMATION DESCRIPTION OR "PID" shall designate the document to be
                   agreed upon and signed by the parties before the development
                   of any AP, as defined in Section 4.1. There will be one PID
                   per Application Program.

PURCHASE ORDER shall designate the document to be duly completed by Solution
                   Provider to order products and/or services under this
                   Agreement.

QUARTERLY REPORT shall designate the written report defined in Section 6.3.3.

REQUEST FOR LICENSE OR "RFL" shall designate the document defined in Section
                   4.1, to be duly completed by Solution Provider to order
                   licenses on CAA V5 and/or CATIA V5 Products under this
                   Agreement.

SOLUTION PROVIDER AGREEMENT                                               Page 4

<PAGE>   5


SITE shall designate the site designated by Solution Provider in any RFL, as may
                   be changed by written notification to DS, through which
                   deliveries of Licensed Products and/or support services will
                   be provided by DS to Solution Provider.

SOURCE CODE shall designate computer programming code and related system
                   documentation, comments and procedural code, which is not
                   directly executable by a computer and may be printed out or
                   displayed in a form readable and understandable by a
                   qualified programmer.

TERM shall designate the term of this Agreement as defined in Section 21
                   hereafter.

TERMINATION DATE shall designate each of the dates of termination of this
                   Agreement and/or any given PID as defined in Section 21 as
                   well as each relevant sub-Section of Section 22.

TERMINATION NOTICE PERIOD shall designate the period of time, if any, between
                   the date of receipt of the notice of termination and the
                   Termination Date, as defined in Sections 21 and each relevant
                   sub-section of Section 22 below.

TERRITORY shall designate each of the following three geographical areas of the
                   world: Europe, Asia and the Americas. There are three
                   Territories: Europe, Asia and the Americas.

SOLUTION PROVIDER AGREEMENT                                               Page 5

<PAGE>   6


2.   SUBJECT MATTER OF THE AGREEMENT

     2.1 PURPOSE OF THE AGREEMENT

     DS appoints Solution Provider, and Solution Provider accepts such
     appointment, as a solution provider in the CATIA V5 Galaxy Program, for the
     development and marketing of Application Program(s) based on the CAA V5
     Architecture and for which certain CATIA V5 Product(s) will be a
     prerequisite.

     To qualify as solution provider under the CATIA V5 Galaxy Program, Solution
     Provider expressly undertakes to comply, and maintain compliance at all
     times during the Term of this Agreement, with the specific conditions and
     criteria applicable to solution providers as set forth in Section 3 below
     as possibly amended from time to time.

     2.2 STRUCTURE OF THE AGREEMENT

     This Agreement is a framework agreement which terms shall govern all rights
     and licenses granted to and by the parties for any and all Application
     Program(s) the development and distribution of which they will agree upon.

     This Agreement will govern both the initial phase of development of the AP
     on the basis of the CAA V5 Architecture and the following phase of its
     marketing and support by Solution Provider, for each Application Program
     agreed upon in a duly executed PID.

3.   CATIA V5 GALAXY PROGRAM

The CATIA V5 Galaxy Program provides software specialists with various
incentives to use the CAA V5 Architecture for the development of application
program(s) for which certain CATIA V5 Product(s) will be a prerequisite. Only
those software specialists that have evidenced their competence and expertise
and which anticipated developments of application software including any AP(s)
are in line with DS strategy may enter and remain into the CATIA V5 Galaxy
Program as Partner.

     3.1 CONDITIONS & CRITERIA

     To participate as solution provider in the CATIA V5 Galaxy Program,
     Solution Provider must comply with the requirements and criteria set forth
     below that relate to both the quality of its business and that of its
     AP(s).

SOLUTION PROVIDER AGREEMENT                                               Page 6

<PAGE>   7


          3.1.1 CRITERIA RELATING TO SOLUTION PROVIDER'S BUSINESS

          Upon the Effective Date of this Agreement, Solution Provider declares
          that it complies and agrees during the Term of this Agreement to
          maintain compliance with the following requirements:

               -    Solution Provider is a software editor developing and
                    marketing software products;

               -    Solution Provider's vision and strategy is in line with DS's
                    vision and strategy as disclosed by DS from time to time as
                    set forth in Section 19 below;

               -    Solution Provider shall take the appropriate steps to
                    establish and maintain a strong cooperation relationship
                    with DS, in particular by participating to a reasonable
                    number of meetings organized by DS and by keeping DS
                    informed with the evolution of its business and products;

               -    Solution Provider has a distribution network appropriate for
                    the efficient marketing, distribution and support of its
                    software products including any AP(s) to be developed under
                    this Agreement;

               -    Solution Provider cooperates with DS in good faith and trust
                    in both the conduct of its business and the performance of
                    this Agreement and its behavior is compatible with sound
                    business ethics.

          3.1.2 CRITERIA RELATING TO SOLUTION PROVIDER'S AP(S)

          Solution Provider declares upon the Effective Date of this Agreement
          and undertakes that, at all times during the Term of this Agreement,
          AP(s) to be developed under this Agreement comply and will comply with
          the following requirements:

               -    Solution Provider's AP(s) pre-requests certain CATIA V5
                    Product(s) identified in a duly executed PID;

               -    Solution Provider's AP(s) complements the then existing DS
                    and DS Group Products;

               -    Solution Provider's AP answers to then current market needs;

               -    Solution Provider's AP is fully in line with DS's strategy
                    as disclosed by DS, including without limitation, Solution
                    Provider's AP implements DS's process centric vision;

SOLUTION PROVIDER AGREEMENT                                               Page 7

<PAGE>   8


               -    Solution Provider's AP is highly required by the market as
                    evidenced by requests from at least three candidate
                    customers for this AP(s) as well as by market studies, if
                    available, or any other means;

               -    Solution Provider's AP is an Integration, as opposed to a
                    mere Interface, of Solution Provider's software product with
                    the pre-requested CATIA V5 Product(s);

               -    Solution Provider's AP is best-in-class technology;

               -    Solution Provider continuously improves its AP(s), in
                    accordance with the specifications of the PID agreed upon,
                    in an effort to complement the process covered by the DS
                    Group Products to the benefit of customers;

               -    Any AP(s) must have successfully undergone the certification
                    process within one year from its first General Availability.
                    Subsequent releases of same AP will have to have undergone
                    certification process and have been certified before their
                    GA;

               -    Solution Provider's AP will be made available in Solution
                    Provider's catalogue(s) of software products.

     3.2 BENEFIT OF "DASSAULT SYSTEMES PARTNER" LOGOTYPE

     Subject to its continuous compliance with the above listed conditions and
     criteria as possibly amended from time to time, Solution Provider will be
     authorized, as of the General Availability of its first AP (first release),
     to use and display the "Dassault Systemes Partner" logotype which is owned
     by DS, under the conditions set forth below.

     DS grants to Solution Provider a worldwide limited right and license to use
     and display the "Dassault Systemes Partner" logotype. This right and
     license to use the "Dassault Systemes Partner" logotype is revocable,
     non-exclusive, worldwide and free of charge. It is not assignable and it
     cannot be sublicensed or otherwise transferred.

     The current design and use instructions of the "Dassault Systemes Partner"
     logotype are described in the Graphic Chart titled "DS Partners Guide --
     Volume 5" a copy of which is attached hereto as Exhibit A and has been
     provided to Solution Provider.

     DS may at any time and at its discretion change the design of the "Dassault
     Systemes Partner" logotype, its use instructions, and/or any other
     provision of the Graphic Chart. DS will inform Solution Provider of any
     such change with three (3) month notice prior to providing Solution
     Provider with the amended Graphic Chart or amendment thereto to be complied
     with within three (3) month from its receipt.

SOLUTION PROVIDER AGREEMENT                                               Page 8

<PAGE>   9


     Solution Provider must at all time during the Term of this Agreement use
     and display the then current version of the "Dassault Systemes Partner"
     logotype and comply with the Graphic Chart then in force.

     For exclusive purposes of communicating, promoting and marketing the AP(s)
     and only if an AP is clearly featured, Solution Provider is authorized to
     reproduce the "Dassault Systemes Partner" logotype, on the medias and
     according to the use instructions set forth in the Graphic Chart then in
     force. No further right to use or display the "Dassault Systemes Partner"
     logotype is hereby granted to Solution Provider.

     Solution Provider shall neither modify the "Dassault Systemes Partner"
     logotype, nor use it when communicating on any products other than the
     AP(s) and/or for purposes other than those expressly set forth above
     without DS's prior written consent.

     DS is entitled to review the content and quality of the use, display and/or
     reproductions of the "Dassault Systemes Partner" logotype by Solution
     Provider. DS is entitled to request that Solution Provider provides it with
     a list and/or samples of all communication medias and tools on which the
     "Dassault Systemes Partner" logotype is enclosed and proceeds with any
     correction without delay promptly upon receipt of DS's written
     notification, at Solution Provider's exclusive costs.

     The authorization to use the "Dassault Systemes Partner" logotype does not
     constitute or imply any specific endorsement by a party of the other party
     products and/or services.

     3.3 SANCTIONS FOR FAILURE TO COMPLY WITH CONDITIONS AND CRITERIA

     If Solution Provider fails to comply with the above conditions and
     criteria, DS is entitled, at its discretion, (i) to enjoin the loss of the
     CAA V5 certification of any given AP, (ii) to terminate any given AP and/or
     (iii) to terminate this Agreement, as set forth under Section 22.3 below.

SOLUTION PROVIDER AGREEMENT                                               Page 9

<PAGE>   10


4. WORKING RELATIONSHIP

The parties shall perform their obligations under this Agreement in good faith
and in accordance with generally accepted practices within the industry.

Both parties agree to promptly bring to the other party's notice any information
received by it which is likely to be of interest, use or benefit to the other
party in relation to this Agreement.

     4.1 PRINCIPLE / CONTRACTUAL DOCUMENTS

     The parties will agree on a case-by-case basis on each Application Program
     to be developed and marketed under this Agreement, according to the
     procedure set forth in Section 9 below.

     For each AP, the parties must agree upon and execute a PID according to the
     standard attached hereto as Exhibit B.

     As indicated in Section 5.1.5 below, Solution Provider will forward to DS
     duly completed RFL(s) in duplicate originals according to the standard RFL
     attached hereto as Exhibit C identifying those licenses on CAA V5 or CATIA
     V5 Products which are necessary to develop and/or support any AP(s).
     Licenses will be granted only when accepted in writing by DS. The
     acceptance by DS of any RFL shall be demonstrated either by DS's signature
     of such RFL or by the provision by DS of the associated password(s) for the
     Licensed Products, whichever occurs first. DS may, at its discretion,
     accept RFL(s) sent by Solution Provider via email.

     For training services, a la carte services or any further products and/or
     services possibly requested by Solution Provider for the development and/or
     support of any AP(s) under this Agreement, Solution Provider will forward
     to DS, duly completed Purchase Order(s) in duplicate originals. Purchase
     Order(s) will only be binding on DS, once accepted in writing by DS.

     DS reserves the right to set up procedures of electronic communication
     and/or acceptance of contractual documents. When such procedures are set up
     by DS, the parties agree to meet and negotiate in good faith the practical
     consequences of such implementation.

     Notwithstanding the terms and conditions of this Agreement, RFL(s) and
     Purchase Order(s) shall not in any way modify the terms of this Agreement.
     All terms and provisions contained in any RFL(s) or Purchase Order(s)
     submitted by Solution Provider which are inconsistent with this Agreement
     shall be of not force and effect.

     For a given AP, each PID, RFL, Purchase Order and any possible amendments
     or supplements to those documents, will carry (i) the same identification
     reference as the initial PID entered into for that AP as well as (ii) a
     reference to this Agreement.

SOLUTION PROVIDER AGREEMENT                                              Page 10

<PAGE>   11


     4.2 AMENDMENTS TO CONTRACTUAL DOCUMENTS

     PIDs will be amended whenever needed to reflect technical changes of an AP,
     such as evolutions of its functionalities, and any new release of an
     existing AP, prior to implementing such change or developing such new
     release.

     Any amendment to the PID may result in new RFL(s) and/or Purchase Order(s),
     to reflect respectively the specific licenses and/or other products or
     other services needed by Solution Provider.

     Such amendment to PID must be documented in writing and duly executed by
     both parties.

5. LICENSES

     5.1 GRANT OF LICENSES

          5.1.1 NATURE OF LICENSES GRANTED

          Pursuant to this Agreement and subject to acceptance by DS of the
          related RFL(s), DS grants Solution Provider :

          -    Development Licenses as defined in and under the terms of Section
               5.2 below, exclusively on CAA V5 Products;

          -    Test and Evaluation Licenses as defined in and under the terms of
               Section 5.3 below on CATIA V5 Products, to enable Solution
               Provider to test its AP(s) with its prerequisites CATIA V5
               Products during the development phase and/or to evaluate CAA V5
               and/or CATIA V5 Products which may be of interest for the
               development of AP(s);

          -    Demonstration Licenses as defined in and under the terms of
               Section 5.4 below on CATIA V5 Products exclusively, to enable
               Solution Provider to demonstrate the operation of its AP together
               with prerequisites CATIA V5 Products to third parties customers,
               distributors and/or prospects and;

          -    Non-GA Programs Evaluation Licenses on Non-GA Programs,
               exclusively to enable Solution Provider to evaluate them, under
               the restrictive terms and conditions set forth in Section 5.5
               below.

          All licenses granted pursuant to this Agreement are for purposes of
          development, test, evaluation, or demonstration, as indicated in the
          corresponding RFL(s), exclusively in relation with the AP defined in
          the PID identified therein. No other rights to use or reproduce and no
          right to modify the Licensed Products are granted to Solution
          Provider. The licenses granted

SOLUTION PROVIDER AGREEMENT                                              Page 11

<PAGE>   12


          under this Agreement cannot be sublicensed, assigned or otherwise
          transferred by Solution Provider to any third party whatsoever.

          All licenses granted by DS to Solution Provider are governed by the
          terms and conditions of this Section 5.

          5.1.2 TERRITORY COVERED BY LICENSES GRANTED

          All licenses are granted for those countries signatory of the Bern
          Convention, with the exception of the Prohibited Countries as defined
          in Section 26 below where applicable French, European Union, United
          States of America, and other originating country's export and
          re-export laws and regulations prohibit or otherwise regulate the
          grant of such licenses, unless and until appropriate authorization,
          license or other approval have been obtained.

          5.1.3 NUMBER OF LICENSES GRANTED

          For each AP developed pursuant to this Agreement and subject to the
          payment of the corresponding Yearly Fees, DS will grant to Solution
          Provider the Development, Test and Evaluation, Demonstration and
          Non-GA Programs Evaluation licenses (as defined below) on those
          Licensed Product(s), for that number of machines or users set forth in
          Partners' Price List.

          If additional licenses are requested by Solution Provider for any
          given AP, Solution Provider will automatically be invoiced and shall
          pay the Additional Yearly Fee set forth in Partners' Price List, which
          will entitle Solution Provider to additional licenses for that number
          of machines or users set forth in Partners' Price List.

          5.1.4 DELIVERY

          Subject to the payment of the corresponding Subscription Fee and/or
          Yearly Fees, DS will deliver

          (i)  one (1) CD and one (1) associated Documentation per Site with a
               maximum of five (5) CDs, for the Development, Test and Evaluation
               licenses as well as for Non-GA Programs Evaluation licenses of
               CAA V5 and/or CATIA V5 Products and,

          (ii) one (1) CD and one (1) associated Documentation for each
               Territory for the Demonstration Licenses on CATIA V5 Products.
               Solution Provider is authorized to make copies of the CD
               containing the CATIA V5 Products licensed to it, for each of its
               Sites in the Territory.

          The CD(s) will contain one (1) copy of the Licensed Products, with the
          latest updates, in Object Code form, for the first installation of any
          Licensed Product under each operating system. The CD(s) and associated
          Documentation will

SOLUTION PROVIDER AGREEMENT                                              Page 12

<PAGE>   13


          be delivered within fifteen (15) days from the date of acceptance by
          DS of the first corresponding RFL(s).

          Solution Provider may request a transfer of existing licenses by
          sending DS duplicate originals of a duly completed and executed RFL
          together with copies of the initial RFL duly accepted identifying the
          former Designated Machine and/or Site. Upon transfer of existing
          licenses, Solution Provider shall delete the Licensed Product(s) from
          the former Designated Machine.

          Delivery of the CD(s) and associated Documentation pursuant to this
          Agreement will be made D.D.U. at Solution Provider's Site, according
          to the ICC Incoterms Edition 2000. DS shall select a carrier of its
          choice to be used for shipping the CD(s) to Solution Provider and
          shall pay the costs of shipment. Risk of loss and title to the CD(s)
          (expressly excluding computer software programs contained therein)
          shall pass to Solution Provider upon delivery at the Site. If the CD
          (or other program storage media) is lost or damaged during shipment to
          Solution Provider, DS will replace such media at no additional charge.
          Solution Provider is exclusively responsible (i) to proceed with all
          formalities related to the import of the Licensed Product(s) and
          associated Documentation in the country where its Site is located and
          (ii) for the payment of all duties and taxes possibly assessed or
          levied against such import by any taxing authority as set forth in
          Section 7 below.

          5.1.5 TERM OF LICENSES GRANTED

          At least annually during the Term of this Agreement at the latest
          during the first week of December of any calendar year (N), or at any
          other time when additional or different licenses are needed, Solution
          Provider will forward to DS duly completed RFL(s) identifying the CAA
          V5 and CATIA V5 Products requested as well as the Designated
          Machine(s) and Site(s) where such licenses will and may exclusively be
          used.

          When sent at the latest during the first week of December N, the RFL
          once accepted by DS grants Solution Provider a license for a one year
          period starting on February 1st, N+1 and expiring on January 31st,
          N+2.

          When sent at any other time during the year, the RFL once accepted by
          DS grants Solution Provider a license for that period of time starting
          on the date of acceptance by DS of that RFL and expiring on the
          immediately following 31st of January (example an RFL sent by Solution
          Provider on June 1st, 2000 and accepted by DS on June 10th, 2000, the
          licenses identified will cover the period of time from June 10th, 2000
          to January 31st, 2001).

SOLUTION PROVIDER AGREEMENT                                              Page 13

<PAGE>   14


          5.1.6 MAINTENANCE

          DS will provide maintenance services for the Licensed Products under
          the terms of this Section 5.1.6.

          (a) DEFINITIONS

          For the purpose of this Section 5.1.6, the following terms shall have
          the following meaning:

               DEFECT shall designate any malfunction in the performance of any
               Licensed Product, as such performance is described in its
               associated Documentation, which is inherent to the Licensed
               Product and is not caused by or imputable to or related with its
               improper use or its use in conjunction with any other computer
               software program.

               ERROR shall designate a material Defect where either (i) any use
               of the Licensed Product is prevented or (ii) the Licensed Product
               or data is destroyed or (iii) there is a loss of critical
               functionalities of the Licensed Product.

               RELEASE shall designate updates of the same version of any
               Licensed Product that DS may make generally available to its
               customers.

               SERVICE PACK shall designate periodic updates of any Licensed
               Product that may include the correction of Defects or Errors for
               a given Release that DS may make generally available to its
               customers.

          (b) CORRECTIVE SUPPORT / SUPPORT

          The maintenance services include Corrective Support and Support by DS.

          During the Corrective Support period, Solution Provider may report
          Defects to DS on a Release (n) of a Licensed Product up to four (4)
          months after a subsequent Release (n+1) of that Licensed Product has
          been made publicly available. Under the Corrective Support, DS may
          address the Defects reported by Solution Provider on that Release (n).

          During the Support period, Solution Provider may report Defects to DS
          on a Release (n) of a Licensed Product up to four (4) months after a
          second subsequent Release (n+2) of that Licensed Product has been made
          publicly available. Under the Support, DS may, at its discretion,
          address the Defects of the Release (n) reported by Solution Provider
          on either (i) the Releases (n+1) or (n+2) of the Licensed Product or
          on (ii) a Release of the Licensed Product still under development (to
          become Release (n+2) or Release (n+3) as the case may be).

SOLUTION PROVIDER AGREEMENT                                              Page 14

<PAGE>   15


          (c) REPORTING OF DEFECTS

          Solution Provider may report any Defects to DS Maintenance Service in
          Paris through DS's maintenance website at
          http://webcos.dassault-systemes.fr (with possible email of information
          to alan_Christie@ds-fr.com).

          To report Defects through DS's maintenance website, Solution Provider
          must supply to DS the name of a designated Solution Provider's
          employee which is the only person authorized to report Defects to DS,
          and the IP identification number of that machine through which
          Solution Provider will access DS's maintenance website. DS will
          provide Solution Provider with an identification number, a password
          and an URL address enabling Solution Provider to connect to and access
          DS's maintenance website.

          Only those Defects which are reproducible by DS are covered by the
          Corrective Support and Support. Solution Provider must provide to DS
          any information and all material, details and else necessary for DS to
          reproduce the Defect, as requested by DS's maintenance services and
          including without limitation the following: step by step and
          simplified scenario of the Defect including all error messages and
          warnings, the level of Release and of Service Pack if any, models,
          assemblies, environment settings and declaratives, original data if
          corrupted by Defect, any information to qualify the Defect as an Error
          and the level of Release on which Solution Provider wishes DS would
          address the Defect.

          (d) POSSIBLE ACTIONS BY DS

          Once a Defect has been duly recognized by DS, DS may provide Solution
          Provider with either:

          (i)   the reference of a documentation addressing the issue or a
                methodological advise;

          (ii)  a workaround or bypass of the Defect;

          (iii) a correction in a subsequent Service Pack or Release of the
                Licensed Product.

          DS may address Errors in a subsequent Service Pack or Release.

          Upon request, Solution Provider shall be entitled to receive Service
          Packs and Releases for any Licensed Product(s) during the term of the
          corresponding applicable license.

SOLUTION PROVIDER AGREEMENT                                              Page 15

<PAGE>   16


          5.1.7 SOLUTION PROVIDER'S GENERAL OBLIGATIONS

          Solution Provider agrees that it shall not copy or use any software
          products, APIs or development tools that it may possibly access by
          running any of the CDs or other media that will be made available to
          it under the Agreement, and for which it does not benefit from an
          effective license granted by DS.

          Solution Provider may reproduce the Licensed Products, in Object Code
          form, only to the extent necessary for installation on the sole
          Designated Machine(s) or for the designated user(s), and for a single
          back-up copy per Designated Machine.

          Except with DS's prior written consent, Solution Provider shall not
          copy the associated Documentation of any Licensed Product(s).

          Solution Provider agrees not to decompile, reverse engineer, and/or
          disassemble all or part of any Licensed Product(s) into a source code
          version thereof, or allow others to do so.

          Solution Provider agrees not to remove or circumvent any licensing
          system or protection system of the CAA V5 and CATIA V5 Products.

     5.2 DEVELOPMENT LICENSE

          5.2.1 GENERAL LICENSE TERMS FOR THE CAA V5 PRODUCTS

          Subject to the terms and conditions set forth in this Agreement, for
          any given AP, DS grants Solution Provider the following non-exclusive,
          temporary, non-transferable license, for those CAA V5 Products
          identified in the corresponding PID (as possibly amended) and listed
          in the corresponding RFL(s) duly accepted by DS, in order to:

          -    Make copies of the CAA V5 Products, from the CD solely in
               connection with Solution Provider's internal use for development,
               test and support of the AP designated in the corresponding PID;

          -    Use the CAA V5 Products on the Designated Machine(s) and at the
               Site(s) identified in the corresponding RFL(s) solely in
               connection with Solution Provider's development, test and support
               of the AP designated in the corresponding PID; and

          -    Use the CAA V5 Products on back-up equipment at the same Site as
               the originally Designated Machine(s) in the event, and for as
               long as, such Designated Machine(s) are inoperative.

SOLUTION PROVIDER AGREEMENT                                              Page 16

<PAGE>   17


          5.2.2 ADDITIONAL TERMS FOR THE API(S)

          The terms of this Section 5.2.2 apply in addition to the above general
          license terms.

          For any given AP as defined in a PID, DS grants Solution Provider:

          (i)  a non-exclusive, temporary, non-transferable license, of the
               build time of those API(s) that are absolutely necessary for that
               AP to operate together with the prerequisite CATIA V5 Product(s)
               as identified in the PID, exclusively for Solution Provider's
               internal use of development, test and support of that AP and;

          (ii) the limited right to embed in the AP only the libraries resulting
               from the use of the API(s) and referencing the API(s), to the
               extent necessary for the operation of that AP together with the
               prerequisite CATIA V5 Product(s) as identified in the
               corresponding PID.

          At all times during the Term of this Agreement, Solution Provider must
          comply with DS's instructions regarding the use of any API(s).
          Solution Provider undertakes to use the latest version or release of
          any such API(s) or libraries thereto provided by DS.

     5.3 TEST AND EVALUATION LICENSE

     Subject to the terms and conditions of this Agreement, for any given AP, DS
     grants Solution Provider a temporary, non-exclusive and non-transferable
     right and license to execute, reproduce and display, in Object Code form:

     (i)  the CATIA V5 Product(s) and associated Documentation specifically
          designated in the corresponding PID as a prerequisite for that AP, and
          listed in the corresponding RFL(s) as duly accepted by DS, on the
          Designated Machine(s) identified in the corresponding RFL(s), only for
          testing the AP(s) together with its (their) related prerequisites
          CATIA V5 Product(s), and/or

     (ii) certain CAA V5 and/or CATIA V5 Product(s) and associated Documentation
          specifically designated in the corresponding RFL(s) as duly accepted
          by DS, on the Designated Machine(s) and for the term specified in that
          RFL(s), only for Solution Provider's own internal evaluation purposes
          within the frame of a given PID, expressly excluding any commercial or
          general production purposes.

SOLUTION PROVIDER AGREEMENT                                              Page 17

<PAGE>   18


     5.4 DEMONSTRATION LICENSE

     Subject to the terms and conditions of this Agreement, for any given AP, DS
     grants Solution Provider a temporary, non-exclusive and non-transferable
     right and license to execute, reproduce and display, in Object Code form,
     the CATIA V5 Products and associated Documentation specifically designated
     in the corresponding PID as a prerequisite for that AP, and listed in the
     corresponding RFL(s) as duly accepted by DS, on the Designated Machine(s)
     identified in the corresponding RFL(s) and only for:

     (i)  demonstrating to end users, potential end users or distributors of
          Solution Provider, the functioning of the AP(s), together with the
          related prerequisites CATIA V5 Product(s)

     and/or

     (ii) to provide before or after sales services (such as studies, training
          or consulting) using any AP(s) together with its prerequisite CATIA V5
          Product(s) to prospective customers or customers in relation with the
          sale of any AP(s).

     5.5 NON-GA PROGRAMS EVALUATION LICENCE

     From time to time during this Agreement, DS may grant to Solution Provider,
     for a given AP, the right and license to use certain pre-releases of CAA V5
     and CATIA V5 development software and tools (hereafter "Non-GA Programs")
     identified in the corresponding PID and listed in the corresponding RFL(s)
     duly accepted by DS, under the additional terms and conditions of this
     Section 5.5.

          5.5.1 LICENSING TERMS

          Solution Provider shall have a temporary, free of charge,
          non-exclusive and non-transferable right and license to execute,
          reproduce and display the Non-GA Program specifically designated in
          the corresponding PID for a given AP and listed in the corresponding
          RFL(s) duly accepted by DS, in Object Code form, and to utilize, in
          support thereof, any associated Documentation and other information
          which may be provided by DS. The duration of such license shall be
          provided for in the corresponding RFL(s) and shall not exceed three
          (3) months. In addition, due to the Non-GA nature of the Program(s),
          DS shall be entitled, at any time, to terminate this license as of
          right and without legal proceedings, immediately upon receipt of a
          written notice to that effect.

          Solution Provider will have the right to use the Non-GA Program(s)
          only for its own internal evaluation purposes within the frame of the
          corresponding PID, on the sole Designated Machine(s) located at
          Solution Provider's Site and identified in the corresponding RFL,
          expressly excluding any commercial or general production purposes.

SOLUTION PROVIDER AGREEMENT                                              Page 18

<PAGE>   19


          5.5.2 CONFIDENTIALITY -- PROPRIETARY INFORMATION

          (a) Solution Provider acknowledges that the Non-GA Program(s) is (are)
          proprietary information and a trade secret of DS. Solution Provider
          shall preserve and include any copyright notice which may appear in
          the Non-GA Program(s) in all copies thereof, whether such copies are
          of the whole or a part, in Object Code form or in printed form.
          Solution Provider shall:

               (i)   Hold the Non-GA Program(s) in confidence,

               (ii)  Not disclose, provide or otherwise make available the
                     Non-GA Program(s) or information related thereto, including
                     without limitation specifications, or evaluation data and
                     results generated therefrom, to anyone other than employees
                     of Solution Provider, who have a need to know consistent
                     with Solution Provider's authorized use of the Non-GA
                     Program(s), which names are provided to DS in an Exhibit to
                     the corresponding RFL,

               (iii) Not disclose the existence or the content of the test, and

               (iv)  Take any appropriate action by instruction, agreement or
                     otherwise to fulfill its obligations as to protection and
                     non-disclosure in pursuance of this Section 5.5.
                     Furthermore, Solution Provider certifies that its
                     designated employees agree to be bound by and comply with
                     this Section 5.5.

          (b) Solution Provider also recognizes that, due to its Non-GA nature,
          the Non-GA Program(s) may include invention or other patentable
          techniques or discoveries and understand that DS might not have yet
          decided to patent them or might be in the process of doing so.
          Therefore, Solution Provider recognizes and agrees that, for this
          purpose and in order to avoid for DS loosing any patent application
          rights, the non-disclosure provisions provided hereunder are of major
          importance.

          (c) At the end of the evaluation period, Solution Provider might be
          requested to provide DS with a written report on the results obtained
          from Non-GA Program(s) evaluation hereunder, including performance of
          the Non-GA Program(s), deficiencies encountered and suggested
          enhancements, if any.

          Solution Provider agrees that DS may use without restriction said
          written report and any suggestions made by Solution Provider in
          relation to the Non-GA Program(s), including without limitation in the
          enhancement of the Non-GA Program(s) or of any other DS's programs,
          and claim in its own name all patent rights, copyrights or other
          intellectual property rights as may be available in such suggestions,
          without accounting or retroceding any royalties received to Solution
          Provider.

SOLUTION PROVIDER AGREEMENT                                              Page 19

<PAGE>   20


          5.5.3 DISCLAIMER OF WARRANTY

          THE NON-GA PROGRAM(S) IS (ARE) LICENSED TO SOLUTION PROVIDER HEREUNDER
          ON AN "AS IS" BASIS, AND WITHOUT ANY WARRANTY WHATSOEVER, WHETHER
          EXPRESS OR IMPLIED, CONTRACTUAL OR ELSE, INCLUDING WITHOUT LIMITATION,
          ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY
          PARTICULAR PURPOSE OR USE OR ANY IMPLIED BY LAW WARRANTY AGAINST
          HIDDEN DEFECTS, AS WELL AS NON INFRINGEMENT WARRANTIES. DS DOES NOT
          WARRANT OR REPRESENT THAT (i) THE NON-GA PROGRAM(S) AND RELATED
          SPECIFICATIONS AND FUNCTIONALITIES, OR (ii) ANY DATA STRUCTURES
          GENERATED THROUGH USE OF THE NON-GA PROGRAM(S), WILL BE CONSISTENT OR
          COMPATIBLE WITH ANY SUBSEQUENT RELEASE OR VERSION OF THE NON-GA
          PROGRAM(S), IF ANY, OR WITH ANY CURRENT OR FUTURE PROGRAM(S) OF DS.

          5.5.4 LIMITATION OF LIABILITY

          SOLUTION PROVIDER EXPRESSLY AND IRREVOCABLY WAIVES ANY AND ALL CLAIMS
          AGAINST DS FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR
          PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF USE AND/OR
          DATA, LOSS OF PROFITS, REVENUES, SAVINGS, GOODWILL AND/OR OTHER
          ECONOMIC DAMAGES, WHETHER BASED IN CONTRACT, NEGLIGENCE, OR OTHERWISE,
          ARISING OUT OF, OR IN CONNECTION WITH, OR IN ANY WAY RELATING TO THE
          USE OF THE NON-GA PROGRAM(S) BY SOLUTION PROVIDER, INCLUDING
          INFRINGEMENT ACTIONS. SOLUTION PROVIDER FURTHER AGREES TO INDEMNIFY
          AND HOLD DS HARMLESS FROM ANY AND ALL LIABILITY OR EXPENSE, INCLUDING
          REASONABLE ATTORNEYS' FEES, ARISING OUT OF THIS SECTION 5.5.

          5.5.5 LIMITED SUPPORT SERVICE

          From time to time, DS may, at its sole discretion, provide Solution
          Provider with modifications or updates to the Non-GA Program(s). Any
          such modifications or updates shall be construed as part of the Non-GA
          Program(s). DS hereunder in relation to the Non-GA Program(s) will
          provide no corrective maintenance service, provided however that DS
          will use reasonable efforts to correct any errors in the Non-GA
          Program(s) which are notified by Solution Provider and which, in DS's
          sole opinion:

          (i)  Prevent the Non-GA Program(s) evaluation by Solution Provider
               pursuant to this Agreement,

          (ii) Are inherent to the Non-GA Program(s), and

SOLUTION PROVIDER AGREEMENT                                              Page 20

<PAGE>   21


          (iii) Are not caused by or do not arise solely from the use of any
                other software in conjunction with the Non-GA Program(s).

          Nothing contained herein shall be construed as an obligation of DS,
          either express or implied, to subsequently develop, market or license
          the Non-GA Program(s), or any similar program(s) incorporating some or
          all of the functionalities contained therein.

6. FINANCIAL CONSIDERATION

In consideration for the rights and licenses granted pursuant to this the
Agreement, Solution Provider shall pay to DS the following fees and royalties.

     6.1 SUBSCRIPTION FEE

     Solution Provider shall pay to DS a Subscription Fee to the CATIA V5 Galaxy
     Program of thirty nine thousand US Dollars (US$ 39,000).

     The Subscription Fee is only due once during the Term of this Agreement
     upon the Effective Date.

     The Subscription Fee is payable within 30 days following the Effective
     Date.

     6.2 YEARLY FEES AND FLAT FEES

     DS may, at its discretion, increase the Yearly and Flat Fees, once per
     calendar year, provided such increase shall not exceed ten per cent (10%)
     and subject to a one month prior notice to Solution Provider. Solution
     Provider will pay the Yearly and Flat Fees as amended if they accrue after
     the date of coming into force of these amendments.

          6.2.1 YEARLY FEE

          Every year, Solution Provider shall pay the Yearly Fees defined below
          in payment of the various licenses granted under this Agreement.

          The CATIA Companion Yearly Fee and Licenses Yearly Fee are due in all
          circumstances. The Additional Yearly Fee is only due if additional
          licenses are requested.

          (a) CATIA COMPANION YEARLY FEE

               As of the 1st of February immediately following the Effective
               Date and on the 1st of February of every calendar year
               thereafter, Solution Provider shall pay to DS the CATIA Companion
               Yearly Fee of the amount set forth in Partners' Price List in
               payment of one CATIA Companion shareable license granted by DS
               pursuant to Section 8.3.

SOLUTION PROVIDER AGREEMENT                                              Page 21

<PAGE>   22


          (b) LICENSES YEARLY FEE

               For each AP to be developed under this Agreement, Solution
               Provider shall pay to DS a Licenses Yearly Fee of the amount set
               forth in Partners' Price List in payment of the number of
               licenses defined therein.

               This Licenses Yearly Fee is due for the first time on the
               effective date of the PID and on the 1st of February of every
               calendar year thereafter for all AP(s), except that for the first
               AP to be developed under this Agreement the Licenses Yearly Fee
               will be due for the first time on the 1st of February immediately
               following the Effective Date of the Agreement (as opposed to the
               effective date of the PID of the first AP).

          (c) ADDITIONAL YEARLY FEE

               The Additional Yearly Fee of the amount set forth in Partners'
               Price List will be automatically due if Solution Provider
               requests additional licenses for any given AP and will entitle
               Solution Provider to that number of additional licenses defined
               in Partners' Price List.

               This Additional Yearly Fee is due for the first time on the date
               of acceptance by DS of the RFL requesting an additional license
               and on the 1st of February of every calendar year thereafter.

          (d) PAYMENT OF THE YEARLY FEES

               Yearly Fees are payable within 30 days from their due date. They
               are payable in advance and cover the period of time between their
               due date and the immediately following 31st of January.

          6.2.2 FLAT FEE

          The Flat Fee of the amount set forth in Partners' Price List is due in
          payment of the training and assistance services granted by DS.

          Solution Provider shall pay to DS, in addition to the Yearly Fees
          defined in Section 6.2.1 above, a Flat Fee for:

          (i)  any additional AP to be developed targeting a different domain
               than that of previous AP(s), i.e. any new AP which CATIA V5
               Products pre-requested are different from the CATIA V5 Products
               pre-requested by the previous AP(s) as defined in the PID,

          and,

SOLUTION PROVIDER AGREEMENT                                              Page 22

<PAGE>   23


          (ii) any new release of an existing AP targeting a different domain
               than the previous release of same AP, i.e. any new release which
               CATIA V5 Products pre-requested are different from the CATIA V5
               Products pre-requested by the previous release of same AP as
               defined in the PID.

          Any such Flat Fee is only due once, upon the effective date of the
          corresponding PID (additional AP) or amendment to an existing PID (new
          release of existing AP).

     6.3 ROYALTIES

          6.3.1 APPLICABLE ROYALTY RATE AND MINIMUM AMOUNT OF ROYALTIES

          [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.]

          Upon the Effective Date, the supply of ASP using any AP and its
          prerequisites CATIA V5 Products is not authorized under this
          Agreement. However, once DS has set up its policy on ASP supply by
          partners, the parties shall meet to discuss Solution Provider's supply
          of ASP using any AP together with its prerequisites CATIA V5 Products
          and the Agreement will be amended accordingly to reflect the parties'
          agreement, if any, on the terms of such supply of ASP, including
          without limitation on business conditions and/or royalties to be paid
          to DS.***

          These revenues are equal to the sales prices and other fees and
          charges invoiced by Solution Provider to customers of such AP, support
          and related maintenance, and/or services, without deduction by
          Solution Provider of any costs, expenses, commissions, withholding
          taxes or other charges possibly incurred by Solution Provider, except
          as expressly agreed upon by DS.

          Solution Provider shall send to DS a notification form for each AP
          specifying, at least but without limitation, the name of the AP (and
          of its related modules, if any), its date of availability and pricing
          information such as Solution Provider's standard Price List for such
          AP and/or services, as well as applicable discounts and contemplated
          special offerings.

          6.3.2 ACCOUNTING / RIGHT TO AUDIT

          Solution Provider shall, for a period of four (4) years, keep true and
          accurate records containing all particulars which may be necessary for
          the purpose of auditing payments of royalties to DS under this Section
          6.3. Solution Provider

SOLUTION PROVIDER AGREEMENT                                              Page 23

<PAGE>   24


          will provide DS with a copy of such records at any time upon simple
          request from DS.

          Furthermore, during such four (4) year period, and upon reasonable
          notice to Solution Provider, DS shall have the right to have an audit
          conducted, through an independent accounting firm chosen at its
          discretion by DS, and to examine the records and books of account of
          Solution Provider in connection therewith. Solution Provider will bear
          the costs of such audit if a material discrepancy or error of
          computation or else in excess of ten percent (10%) of the amounts due
          to DS is identified. Any audit conducted pursuant to this Section
          shall not be conducted in such a manner as to unreasonably interfere
          with the operations of Solution Provider and in no event shall an
          audit be conducted more frequently than once per calendar year.

          6.3.3 REPORTING

          Within thirty (30) days after the end of each calendar quarter of this
          Agreement, Solution Provider shall provide DS with a written Quarterly
          Report set forth according to the standard attached as Exhibit E for
          each AP.

          6.3.4 ACCRUAL AND SETTLEMENT OF ROYALTIES

          Royalties shall be paid in US dollars on a quarterly basis. The
          exchange rate to be applied for computation of such royalties shall be
          the European Central Bank rate prevailing on the first business day of
          the month immediately following the relevant calendar quarter.

          DS's right to royalties on all revenues derived by Solution Provider
          from licensing and/or distribution of any AP and/or related
          maintenance services shall accrue upon the date the corresponding
          revenues accrue to Solution Provider, irrespective of whether or not
          such revenues were eventually collected by Solution Provider from its
          customer.

     6.4 OTHER FEES AND CHARGES

     In addition to the above Fees and Royalties, Solution Provider will pay to
     DS any additional hotline support at the hourly rate set forth in Partners'
     Price List then in force.

     A la carte training services or other specific products and/or services
     possibly requested by Solution Provider to DS in the course of performance
     of this Agreement will be subject to the terms of this Agreement and will
     be charged, if accepted by DS, at its standard price then in force.

SOLUTION PROVIDER AGREEMENT                                              Page 24

<PAGE>   25


7. PAYMENT

DS will invoice Solution Provider for all payments due under this Agreement. All
invoices shall be paid to DS by wire transfer, within thirty (30) days from
receipt of DS invoice, to DS's bank account as identified below:

         bank account              # 0120022776

         opened under the name of  Dassault Systemes,

         at                        Societe Generale (bank code 30003),
                                   Paris Opera (branch code 03620 / RIB code 06)
                                   6, rue Auber
                                   75009 Paris, France

         swift code                SOGEFRPP

In addition to any payment due, Solution Provider shall be responsible for the
payment and pay, without recourse to DS, any and all applicable sales, use,
excise, value added or other taxes or duties, howsoever designated, assessed or
levied upon the execution or performance of this Agreement, by any taxing
authority whether in DS's or Solution Provider's country, except for taxes based
on DS's net income.

Solution Provider shall pay interest for late payment of all sums due at the
LIBOR rate plus four (4) points (e.g. if LIBOR rate is 6%, late interests will
be 10%) -- not to exceed the maximum rate, or be inferior to the minimum rate,
permitted by applicable law, as the case may be -- as of the receipt of a notice
to pay sent by DS.

SOLUTION PROVIDER AGREEMENT                                              Page 25

<PAGE>   26


8. TRAINING

     8.1 MANDATORY TRAINING

     To ensure and promote Solution Provider's competence and skills on CAA V5
     and CATIA V5 Products, all the employees of Solution Provider who are
     involved in the development of any AP must have attended the training
     courses defined below on all relevant CAA V5 and CATIA V5 Products to be
     used in the development of any AP, whether such training courses have been
     attended in the course of performance of this Agreement or of distinct or
     prior business relationships with DS (a certificate of attendance of such
     training will then be required).

     The mandatory training courses include:

     -    a Computer Based Training session on DS's self training software
          "CATIA Companion";

     -    a Advanced Training course on all the CATIA V5 Products which are
          necessary for the development of any given AP;

     and

     -    all three Basic, Advanced and Specialized CAA V5 Trainings as
          described in Section 8.2.1 below.

     This requirement applies to all employees of Solution Provider involved in
     the development of any AP and at any time during the Term of this
     Agreement.

     If all the pre-requested training courses are not attended by the Solution
     Provider's employees as part of either the Initial, Continuous or
     Additional Trainings defined in Sections 8.2, 8.3 and 8.4 below, they will
     be periodically organized by DS and charged to Solution Provider at DS
     standard prices then current upon attendance by Solution Provider's
     employee(s).

     Solution Provider bears all costs of lodging and transportation, as well as
     out of pocket expenses, for those of its employees attending any training
     and/or assistance courses or sessions under this Section 8.

     8.2 INITIAL TRAINING & ASSISTANCE

     As part of this Agreement and as a result of its appointment as solution
     provider in the Galaxy Program, Solution Provider benefits from the
     training and assistance products and services as detailed in this Section 8
     which are granted by DS at a discounted price in comparison to its standard
     prices for such training products and services.

SOLUTION PROVIDER AGREEMENT                                              Page 26

<PAGE>   27


          8.2.1 INITIAL TRAINING

          As of the Effective Date, prior to the start of development of any AP,
          and subject to the timely payment of the Subscription Fee, Solution
          Provider will benefit from the Initial Training defined hereafter.

          This Initial Training consists in the following:

          (a) COMPUTER BASED TRAINING

               DS grants to Solution Provider one (1) non-exclusive, temporary,
               non-transferable, shareable license to use DS's self training
               software "CATIA Companion", subject to the timely payment of the
               Subscription Fee as well as the corresponding Yearly Fees as set
               forth under Section 6.2.1 above. This license is for training
               purposes exclusively and may be used on any machine at the Site
               identified in the corresponding RFL, by any one (1) single user
               at any given time. This license is mandatory and must remain
               effective during the whole Term of this Agreement.

          (b) TRAINING ON CATIA V5 PRODUCTS

               This training is fitted to the domain of activity targeted by the
               Solution Provider and may cover among others the following items:
               [Infrastructure], [Mechanical Design], [Mechanical Design Rx
               Update], [Analysis & Simulation], [Shape Design & Styling],
               [Equipment & Systems] or [Engineering].

               This training on CATIA V5 Products is a dedicated course given at
               DS premises that lasts three days for up to eight employees of
               Solution Provider.

          (c) TRAINING ON CAA V5 ARCHITECTURE

               This training is designed to ensure and enhance the level of
               expertise of the Solution Provider on the CAA V5 Architecture.

               Under this Agreement, the three progressive steps of training are
               granted to Solution Provider:

               -    the Basic CAA V5 Training -- Level 1 -- on Concepts, Models,
                    Controller, View and Tools which is a course given at DS
                    premises that last five days and is available for up to two
                    employees of Solution Provider;

SOLUTION PROVIDER AGREEMENT                                              Page 27

<PAGE>   28


               -    the Advanced CAA V5 Training -- Level 2 -- on Geometric
                    Modeler, Mechanical Modeler, Product Structure and
                    Knowledgeware which is a course given at DS premises that
                    lasts five days and is available for up to two employees of
                    Solution Provider;

               and

               -    the Specialized CAA V5 Training -- Level 2 -- on necessary
                    key framework(s) to be used by AP as defined in correspond-
                    ing PID, which is a dedicated course given at DS premises
                    that lasts two days and is available for up to two employees
                    of Solution Provider.

          8.2.2 INITIAL ASSISTANCE

          As of the Effective Date and subject to the timely payment of the
          Subscription Fee, Solution Provider will benefit from the Initial
          Assistance defined hereafter.

          The Initial Assistance consists in the following:

          (a) DEVELOPMENT AT DS PREMISES AND CONSULTING WITH DS EXPERT

               During the early phase of development of its first AP, up to two
               employees of Solution Provider (having attended the pre-requested
               training courses) will be authorized to start developing on
               Solution Provider's Designated Machine(s) at DS premises for up
               to five days during which Solution Provider may be assisted by
               one of DS experts for up to three days.

          (b) HOTLINE ASSISTANCE

               As of the Effective Date, Solution Provider will, for the whole
               Term of this Agreement, benefit from up to forty (40) hours of
               hotline assistance on usage functions, basic methodology and by
               pass or workarounds of the following domains: installation, data
               exchange, administration, CATIA V5 Products, Programming and
               general use.

               Are expressly excluded from the hotline assistance services
               supplied by DS, all requests (i) regarding or related to
               defect(s) of any Licensed Product(s) which are covered by the
               provisions of Section 5.1.6 above, (ii) for information on
               announces or visibility of future DS Group Products or
               functionalities, and (iii) for training over the phone.

SOLUTION PROVIDER AGREEMENT                                              Page 28

<PAGE>   29


               DS Helpdesk Center will do its reasonable commercial efforts to
               respond to Solution Provider's request within a reasonable time
               period.

               The operating hours of DS Helpdesk Center in Suresnes (France)
               are:

               -   Monday-Friday    8:30-12:00 and 13:00-18:00 (Paris Time)

               -   Saturday-Sunday  Closed

               DS Helpdesk Center is also closed during the French national
               holidays.

               The different ways to access the DS Helpdesk Center in Paris are:

                    o    Phone +33 1 40 99 44 44

                    o    e-mail hotline@ds-fr.com

                    o    Fax +33 1 40 99 43 12

               Once duly registered by filling in and returning the document
               attached as Exhibit G hereto, Solution Provider also has
               exclusive access to DS Helpdesk Center Web Site:
               www.helpdesk.dassault-systemes.com

               The time spent by the expert(s) of DS Helpdesk Center on each
               request received from Solution Provider is calculated, quarter of
               an hour by quarter of an hour, with a minimum of one half hour,
               and deducted from the above forty (40) hours and charged when
               exceeding these forty (40) hours as set forth below.

               Any hotline assistance needed by Solution Provider in excess of
               the above forty (40) hours will be charged by DS at its then
               current standard price.

     8.3 CONTINUOUS TRAINING

     During the Term of this Agreement, subject to the timely payment of the
     CATIA Companion Yearly Fee, DS grants Solution Provider one shareable
     license under the terms set forth in Section 8.2.1 above on DS's self
     training software "CATIA Companion" and may provide updates of "CATIA
     Companion" at any time and at no additional cost. This license must remain
     effective during the whole Term of this Agreement.

SOLUTION PROVIDER AGREEMENT                                              Page 29

<PAGE>   30


     8.4 ADDITIONAL TRAINING (IF NEW DOMAIN TARGETED)

     Subject to the payment of the corresponding Yearly Fees and Flat Fee, for
     (i) any new release of an existing AP targeting a different domain than
     that the previous release of same AP, and for (ii) any additional AP to be
     developed targeting a different domain than that of previous AP(s), as
     defined under Section 6.2.2 above, Solution Provider will benefit from the
     following additional training and consulting:

     -    a Specialized CAA V5 Training on integration's key framework
          corresponding to new domain targeted which is a dedicated course given
          at DS premises that lasts two days and is available for up to two
          employees of Solution Provider having attended the pre-requested
          training courses;

     and

     -    During the early phase of development of this new release of an
          existing AP, a maximum of two employees of Solution Provider (having
          attended the pre-requested training courses) will be authorized to
          start developing at DS premises for up to five days during which
          Solution Provider may be assisted by one of DS experts for up to three
          days.

     8.5 A LA CARTE TRAINING

     DS may, at Solution Provider's request, organize a training course
     dedicated to Solution Provider's employees and adapted to Solution
     Provider's needs, which financial conditions, schedule and content will be
     agreed upon by both parties.

9. OBLIGATIONS OF SOLUTION PROVIDER

     9.1 SOLUTION PROVIDER'S OBLIGATIONS REGARDING DEVELOPMENT OF AP

          9.1.1 PROCEDURE OF AGREEMENT ON ANY AP

          For any project of software product development contemplated by
          Solution Provider under this Agreement, Solution Provider will provide
          DS with a Preliminary Project Description according to the standard
          attached hereto as Exhibit F. DS will inform Solution Provider of its
          position regarding such PPD. If DS is interested in the contemplated
          project, it will inform Solution Provider of its approval, and execute
          the PPD. The parties will then meet to negotiate and agree on a
          Product Information Description, which content must comply with the
          provisions of Section 4.1 above.

SOLUTION PROVIDER AGREEMENT                                              Page 30

<PAGE>   31


          The parties must agree on the first AP to be developed by Solution
          Provider, i.e. execute the corresponding PID, within four months from
          the Effective Date. For any other AP(s) to be developed by Solution
          Provider under this Agreement, the PID must be executed by both
          parties within four months from DS's execution of the corresponding
          PPD.

          Neither DS's execution of any given PPD, nor its execution of any PID
          or amendment thereto shall grant to Solution Provider any exclusivity
          whatsoever with respect to the content, purpose, domain or target of
          either the contemplated project or the agreed upon AP. DS may develop
          itself, have developed or enter into agreements with any third party
          including any competitor of Solution Provider for the development, of
          any application software programs that have the same functionalities,
          purpose, domain or target, or that are or may be deemed similar, or
          that compete directly or indirectly, with AP(s) to be developed by
          Solution Provider under this Agreement.

          9.1.2 DEVELOPMENT OF AP ACCORDING TO PID SPECIFICATIONS AND TIMEFRAME

          Solution Provider shall be solely responsible for initiating
          development of any AP and choosing the programming techniques to be
          used for developing its AP(s) on the basis of the CAA V5 Architecture.

          All AP(s) to be developed by Solution Provider pursuant to this
          Agreement must be developed by Solution Provider according to the
          timeframe set forth in the corresponding PID.

          The development of any AP by Solution Provider shall take place at
          Solution Provider's premises, except for Solution Provider's option to
          start developing AP(s) at DS premises pursuant to Section 8.2.2. The
          development of any AP shall be performed at Solution Provider's sole
          expenses and under its sole responsibility.

          9.1.3 PROCEDURE OF ACCEPTANCE OF AP BY DS

          Promptly upon completion of the development of any AP or new release
          thereto and in any event at the latest three (3) months prior to its
          contemplated General Availability date, Solution Provider shall
          demonstrate, at DS premises, the latest version available of the AP or
          release thereto for DS to check compliance by Solution Provider with
          the specifications of the PID.

          DS will conduct such testing as appropriate and send a notice to
          inform Solution Provider of its position regarding the compliance with
          the specifications within one (1) month of the demonstration of such
          latest version of the AP. If the AP complies with the specifications,
          DS will inform Solution Provider that it may make it Generally
          Available, except for new releases of

SOLUTION PROVIDER AGREEMENT                                              Page 31

<PAGE>   32


          an existing AP where certification is required prior to GA. If the AP
          does not comply, Solution Provider will be required to make all
          necessary and appropriate changes to comply with the specifications of
          the PID and will have no right to make Generally Available or
          otherwise promote or distribute the AP until compliance with the
          specifications of the PID has been confirmed by written notice by DS.

          9.1.4 DEMONSTRATION LICENSE ON AP FOR THE BENEFIT OF DS GROUP

          Solution Provider shall grant to DS up to twenty worldwide, temporary,
          non-exclusive and royalty free licenses for Term of this Agreement to
          use, execute, reproduce and display (i) each AP developed under this
          Agreement as well as (ii) each computer software program of Solution
          Provider pre-requested by such AP, in Object Code form, for the
          purpose of performing demonstrations of the AP to any third parties.

     9.2 SOLUTION PROVIDER'S OBLIGATIONS REGARDING MARKETING OF AP(S)

     Notwithstanding the marketing assistance granted by DS to Solution Provider
     under Section 11 below, Solution Provider is exclusively responsible for
     the marketing, distribution, licensing, support and maintenance of its
     AP(s). However, Solution Provider must generally keep DS informed of the
     conduct of its projects and business relationships with customers of AP(s)
     in relation with such AP(s).

     Any advertisement, announcement or other communication on any media
     whatsoever regarding this Agreement or the appointment of Solution Provider
     as Partner in the CATIA V5 Galaxy Program, as well as regarding the AP(s)
     referring to the CAA V5 or CATIA V5 Products is subject to DS's prior
     written review for the first year as of the Effective Date. Thereafter, DS
     will be entitled to review such documents and Solution Provider undertakes
     to proceed with any reasonable correction requested by DS at Solution
     Provider's costs.

     Solution Provider is free to set its public prices for the sale, licensing,
     maintenance and support of its AP(s). Solution Provider shall charge
     reasonable prices consistent with industry practices. Solution Provider
     shall apply that price which it has provided to DS in the Business and
     Marketing Plan then in force and inform DS prior to any variation thereto.

          9.2.1 PROMOTION AND MARKETING OBLIGATIONS OF SOLUTION PROVIDER

          Each AP must be made Generally Available by Solution Provider at the
          latest six months after the effective date of its PID. Any new release
          of an existing AP must be made Generally Available within six months
          from the effective date of the corresponding amendment to PID, unless
          the applicable PID provides differently.

SOLUTION PROVIDER AGREEMENT                                              Page 32

<PAGE>   33


          For each AP to be marketed under this Agreement, Solution Provider
          must at least annually provide to DS a Business and Marketing Plan
          according to the standard attached hereto as Exhibit H and providing
          for those information identified in the standard Business and
          Marketing Plan for the following one year period of time. Business and
          Marketing Plans must be provided to DS for the first time at the
          latest three (3) months prior to the contemplated General Availability
          date of any AP (or new release thereto) and thereafter at least once
          per year during the month of January of every calendar year. At least
          twice per calendar year, Solution Provider shall inform DS in writing
          on the actions conducted under the then current Business and Marketing
          Plan and results thereto.

          Solution Provider shall use its reasonable commercial efforts to
          promote, market and distribute the AP(s) and to generate sales of the
          AP(s). Solution Provider agrees, in addition to any other actions
          necessary or appropriate to fulfil such obligation, to do the
          following:

          (a)  include all APs in its catalogue(s) of software products and use
               at least the same level of quantitative and qualitative
               advertisement and marketing as that used by Solution Provider for
               other products in its catalogue;

          (b)  actively promote the AP(s) including without limitation by
               attending trade shows, by attending the CATIA Users shows
               organized by DS, at least once per calendar year in two of the
               Territories at Solution Provider's discretion, and by using any
               suitable means of marketing the AP(s) customarily used by
               software editors selling similar products;

          (c)  continuously and consistently use the "Dassault Systemes Partner"
               logotype and "CAA V5 Certified" logotype, in compliance with the
               provisions respectively of Section 3.2 and 10.3;

          (d)  maintain a fully trained and adequate sales organization capable
               of active solicitation of sales of the AP(s);

          (e)  maintain adequate facilities and trained personnel to distribute,
               maintain and support the AP(s);

          (f)  handle all customer inquiries, quotations and orders promptly and
               efficiently and;

          (g)  carry out and/or attend all marketing assistance tools and events
               provided by DS under Section 11 of this Agreement.

          9.2.2 WARRANTY AND SUPPORT OBLIGATIONS OF SOLUTION PROVIDER

          Solution Provider is exclusively responsible for the installation,
          support and maintenance of its AP(s) to their customers and users.
          Solution Provider shall provide all necessary and appropriate
          technical support and warranty support to the customers and users of
          its AP(s) to whom licenses on the AP(s) were granted, at its exclusive
          risks and costs.

SOLUTION PROVIDER AGREEMENT                                              Page 33

<PAGE>   34


          In addition to any other action necessary or appropriate to fulfil its
          obligation, Solution Provider shall provide appropriate levels of
          sales, technical and warranty support to end users of AP(s) in order
          to assure satisfactory installation, operation, support and
          maintenance of the AP(s).

          9.2.3 EXCLUSIVE LIABILITY OF SOLUTION PROVIDER

          Solution Provider will bear all warranties and liabilities vis-a-vis
          the customers and users of its AP(s). Solution Provider shall make no
          representations or warranties on behalf of DS, including on the
          appropriate operation of the AP(s) with its pre-requested CATIA
          Product(s), and must include in all licenses granted on its AP(s) an
          express waiver by licensee of any claim or action on any ground
          whatsoever against DS. Solution Provider shall defend and hold DS
          harmless against any and all such claims, actions or else from any
          customer or user of Solution Provider's AP(s).

10. CERTIFICATION OF AP

Any AP(s) developed by Solution Provider under this Agreement must have
successfully undergone the certification process within one year from its first
General Availability. Subsequent releases of any AP must have undergone
certification process and have been certified before their GA.

The AP, or any subsequent release thereto, will be subject to the certification
process to check its compliance with the certification criteria.

The certification criteria, procedure and schedule of certification will be
further agreed upon for each AP or release thereto, and shall be documented by a
duly executed written supplement to this Agreement to be attached as an Exhibit
hereto.

     10.1 CERTIFICATION CONDITIONS AND CRITERIA

     The certification process is set forth to control the quality and user
     friendliness of the AP, as well as the rapidity of development of the AP
     and regularity of its upgrades and releases.

     Various tests shall be conducted to check the compliance of the AP (or any
     release thereto) with the certification criteria which will include without
     limitation criteria relating to the packaging, graphical user interface,
     functionality, performances, data model, code quality, reliability and
     installation of the AP (or release thereto).

     10.2 CERTIFICATION PROCEDURE

     The certification procedure will consist in an initial phase of
     auto-certification by Solution Provider to conduct the testing identified
     to check compliance of the AP (or release thereto) with the certification
     criteria.

SOLUTION PROVIDER AGREEMENT                                              Page 34

<PAGE>   35


     Once Solution Provider has successfully checked such compliance, Solution
     Provider shall send to DS the latest pre-release of the AP (or any release
     thereto) for DS to conduct such necessary testing.

     It is only once DS has successfully checked such compliance that the
     parties shall meet at DS premises to conduct the final certification of the
     latest pre-release of the AP or of new release(s) of any AP, which will be
     that made GA.

     10.3 BENEFIT OF "CAA V5 CERTIFIED" LOGOTYPE

     Once the final certification of any AP or release thereto has been granted,
     and subject to the continuous compliance of Solution Provider with the
     above conditions and criteria regarding that AP or release, Solution
     Provider will be authorized to use, reproduce and display on that AP or
     release thereto a "CAA V5 Certified" logotype, under the conditions set
     forth below. Failure to comply with these conditions and criteria entitles
     DS to enjoin the loss of certification under Section 22.3.1 (a) below.

     To that effect, DS grants to Solution Provider a worldwide limited right
     and license to use, display and reproduce the "CAA V5 Certified" logotype
     to which DS has exclusive title and ownership, exclusively on the AP or
     release that has been finally certified. This right and license to use the
     "CAA V5 Certified" logotype is revocable, non-exclusive, worldwide and free
     of charge. It is not assignable and it cannot be sublicensed or otherwise
     transferred.

     No further right to use or display the "CAA V5 Certified" logotype is
     hereby granted to Solution Provider. Solution Provider shall neither modify
     the "CAA V5 Certified" logotype, nor use it when communicating on any
     products other than the AP or release that has been finally certified.

     The specific design and use instructions of the "CAA V5 Certified" logotype
     will be described in a specific document which to be provided by DS and
     that will be attached as an exhibit to this Agreement.

     DS may at any time and at its discretion change the design of the "CAA V5
     Certified" logotype, its use instructions, and/or any other provision of
     the Graphic Chart relating to the "CAA V5 Certified" logotype. DS will
     inform Solution Provider of any such change with three (3) month notice
     prior to providing Solution Provider with the amended Graphic Chart or
     amendment thereto to be complied with any new AP or new release of an AP at
     the latest within three (3) month from receipt of such amended Graphic
     Chart of amendment thereto. Solution Provider must at all times during the
     Term of this Agreement use and display the then current version of the "CAA
     V5 Certified" logotype and comply with the Graphic Chart then in force.

     DS is entitled to review the content and quality of the use, display and/or
     reproductions of the "CAA V5 Certified" logotype by Solution Provider. DS
     is

SOLUTION PROVIDER AGREEMENT                                              Page 35

<PAGE>   36


     entitled to request that Solution Provider provides it with a list and/or
     samples of all communication medias and tools on which the "CAA V5
     Certified" logotype is enclosed and proceeds with any correction without
     delay promptly upon receipt of DS's written notification, at Solution
     Provider's exclusive costs.

     The authorization to use the "CAA V5 Certified" logotype does not
     constitute or imply any specific endorsement by a party of the other party
     products and/or services.

11. MARKETING SUPPORT

     11.1 INITIAL MARKETING SUPPORT

     Upon the Effective Date of this Agreement, DS and Solution Provider will
     agree on the content and schedule of a DS press release to be published and
     made available on DS's web site, with quotes from both parties regarding
     the execution of this Agreement and contemplated developments.

     Solution Provider will be listed among new DS's partners in the CATIA V5
     Galaxy Program on DS web site with a link to Solution Provider's website.

     Solution Provider will further be mentioned in DS's publications, at DS's
     discretion.

     11.2 CONTINUOUS MARKETING SUPPORT

     Prior to the General Availability of any AP(s), DS will assist Solution
     Provider by reviewing and/or advising Solution Provider on the
     specification sheets and related marketing materials (demos, CDs etc.) as
     well as Business and Marketing Plans or any other marketing or
     communication plans.

     Subject to its compliance with the terms of this Agreement, Solution
     Provider will benefit from the following:

          -    "Dassault Systemes Partner" logotype as indicated under Section
               3.2 above,

          -    Web banners (such as for instance direct connection on Solution
               Provider's website to DS website or DS banner on Solution
               Provider's website),

          -    Support and assistance in reviewing Solution Provider's press
               release announcing availability of AP and/or new release of AP,

          -    Detailed description of Solution Provider and its AP(s) on DS's
               website,

          -    Attendance to User Association Meetings (CAA booth may be
               proposed),

          -    Attendance to Trade Show(s) (presence in DS booth may be
               proposed),

          -    Assistance in drafting and/or publication of article in CAA News
               or other publication related directly or indirectly to DS.

     As partner in the CATIA V5 Galaxy Program, Solution Provider will be given
     the opportunity to participate in promotional events and/or trade fairs
     possibly organized by DS for its partners or attended by DS with some of
     its partners, at preferred conditions if applicable. Solution Provider will
     bear all costs relating to the

SOLUTION PROVIDER AGREEMENT                                              Page 36

<PAGE>   37


     attendance of such events and/or trade fairs, including advertising costs
     and other expenses occurred to participate and costs of lodging and
     transportation for those of its employees or representative attending such
     events and/or trade fairs.

     11.3 MARKETING SUPPORT FOR "CAA V5 CERTIFIED" AP(S)

     Upon certification of any AP, or release of an AP, Solution Provider will
     benefit from:

          -    A DS press release on the CAA V5 certification of its AP(s),

          -    Promotions in User Galaxy available with CATIA's CD, if any and
               when applicable,

          -    Additional assistance in the setting up of meetings with
               customers or DS sales force,

          -    Preferred attendance (in priority) at DS events,

          -    Mailing to customers.

12. INFORMATION EXCHANGES

Information disclosed under this Agreement may include technical data, know-how,
software specifications, software performance, or any other information relevant
to the performance of this Agreement.

All communications between the parties are subject to the terms and conditions
of the Confidential Non Disclosure Agreement, reference 01344A2000GRUP, entered
into by the parties on November 14, 2000.

13. RESTRICTIONS TO SOLUTION PROVIDER'S ACTIVITY

Because Solution Provider benefits from various financial incentives, technical
and marketing training from DS under the CATIA V5 Galaxy Program at preferred
rates, and in order to maintain a strong degree of cooperation and dedication
between the parties, it is essential to this Agreement that Solution Provider
shall not compete with DS, as set forth below.

Also, because Solution Provider is given access to methodologies, technologies,
know-how, ideas, concepts and/or expressions contained in, or expressed through,
CAA V5 and CATIA V5 Products and related products and services supplied by DS
under this Agreement which are of a strategic importance to DS, it is essential
to this Agreement that Solution Provider does not enter into any transaction
that may result in their direct or indirect transfer, except as authorized
herein.

SOLUTION PROVIDER AGREEMENT                                              Page 37

<PAGE>   38


     13.1 RESTRICTIONS ON SOLUTION PROVIDER'S ACTIVITY

     In view of the above, except as otherwise agreed in writing with DS,
     Solution Provider undertakes not to:

          (a)  Use and/or license the AP as a software component (i.e. to be
               used as a toolkit by and/or embedded into another software
               application product or software middleware product);

          and/or

          (b)  Use, adapt or modify, in any manner, or have used, adapted or
               modified all or part of any AP, or prepare or have prepared
               derivatives works based upon said AP, or use or have used, in any
               manner the APIs licensed under the Agreement, or use or have used
               in any manner the know-how and/or trade secrets related to the DS
               Group products and/or CAA V5 Architecture, in order to make or
               have made or participate to make:

               (i)   an interface or integration between any DS Group Product(s)
                     and any product(s) of any third party without the AP(s)
                     being a prerequisite thereto, and/or

               (ii)  a software product or middleware product that allows or
                     facilitates such an interface and/or integration without
                     the AP(s) being a prerequisite thereto, and/or

               (iii) a product or any other access enabling the user of any
                     CAD/CAM/CAE (Computer Aided Design / Computer Aided
                     Manufacture / Computer Aided Engineering), PDM (Product
                     Data Management), Digital Manufacturing, Data Modeling or
                     Network Computing software product(s) to read, understand,
                     and/or use any data or model generated by any DS Group
                     Product(s) without the AP(s) being a prerequisite thereto.

     13.2 NON-COMPETE COVENANT

     In view of the above, during the Term of this Agreement and for one (1)
     after its termination for any reason whatsoever, Solution Provider
     undertakes not to (i) develop, manufacture, market, offer and/or distribute
     or have developed, manufactured, marketed offered and/or distributed,
     and/or participate in the development, manufacturing of any software
     application program interoperating with any CATIA V5 Product(s) which
     functionalities or purpose are similar to those of any AP(s) and/or (ii)
     more generally, to use the notoriety of the DS Group or of the DS Group
     Products and/or its designation as solution provider under this Agreement,
     to actively promote the sale of computer software products other than the
     AP(s).

SOLUTION PROVIDER AGREEMENT                                              Page 38

<PAGE>   39


     13.3 PRIOR INFORMATION

     During the Term of this Agreement, Solution Provider shall send written
     notice to DS of its intent:

     (i)  to participate to any program similar to the CATIA V5 Galaxy Program
          that could be set up by any third party, prior to entering into such
          program, and/or

     (ii) to develop, manufacture, market, offer and/or distribute or have
          developed, manufactured, marketed, offered and/or distributed, any
          computer software program(s) which functionalities or purpose is
          similar to that of any then existing DS Group Product, prior to
          starting such development, manufacture, marketing, offering and/or
          distributing.

     13.4 BREACH BY SOLUTION PROVIDER

     Failure to comply with any of the sub-Sections 13.1 or 13.2 is a material
     breach of this Agreement by Solution Provider and entitles DS to
     immediately terminate this Agreement without notice, as set forth in
     Section 22.3.2 below.

14. CHANGE OF CONTROL

Solution Provider must inform DS prior to, or immediately upon information of,
any change of its control including without limitation any material modification
of the controlling parties and/or of the management structure of Solution
Provider, by sending a written notice to DS. A declaration by Solution Provider
regarding its controlling parties and management structure upon the Effective
Date is attached hereto as Exhibit I.

The written notice sent by Solution Provider to DS must include a description of
the new or contemplated change(s) including without limitation all information
available to Solution Provider regarding the transaction(s) involved, the
contemplated or new controlling party, the contemplated or new officers or
directors, etc.

DS will send a written notice to Solution Provider to inform the latter on its
position with respect to such change.

Should DS consider, in its discretion, that the contemplated or new controlling
party is a direct or indirect Competitor or that the new or contemplated change
raises other confidentiality, strategy or regulatory issue, Solution Provider
shall organize a meeting with the contemplated or new controlling party, within
one (1) month of the receipt of the notice sent by DS to inform Solution
Provider of its position, for DS to discuss with the contemplated or new
controlling party, the opportunity and conditions of continuation of this
Agreement, if any. DS will be entitled to subject the continuation of this
Agreement to express written guarantees from both Solution Provider and the
contemplated or new controlling party that no access whatsoever be given to
methodologies, technologies, know-how, ideas, concepts and expressions contained
in, or expressed through, CAA V5 and CATIA V5 Products and related services
supplied by DS to Solution Provider, including without limitation, by
exclusively dedicating those of Solution Provider's employees involved in the
performance of this Agreement to this performance with the exclusion of any

SOLUTION PROVIDER AGREEMENT                                              Page 39

<PAGE>   40


involvement in any other activity, assignment or task of Solution Provider
and/or for the benefit of the contemplated or new controlling party.

In the absence of written agreement between DS, Solution Provider and the
contemplated or new controlling party, within one month (1) from the date of
their initial meeting, on mutually reasonable terms guaranteeing DS's interests,
DS will be entitled to terminate this Agreement as of right and without legal
proceedings as set forth under Section 22.4 below.

15. OWNERSHIP

     15.1 TITLE TO AP(S) AND ASSOCIATED WRITTEN MATERIALS

     Subject to DS's rights and title under Section 15.2 below, all ownership
     and title in AP(s) and associated written materials, including, without
     limitation reports, programs, manuals, listings and any other
     documentation, whether in Object Code or not, authored or developed by
     Solution Provider under this Agreement, shall rest exclusively with
     Solution Provider, with Solution Provider having the right to obtain, and
     hold in its own name, copyright, patent registrations of inventions or
     discoveries, or such other protection as may be available, and any
     extension thereof, on any AP(s).

     Subject to the provisions of this Agreement, Solution Provider shall retain
     all marketing rights on any AP(s) and shall be free to use, have used,
     market, either directly or through distributors or agents, sell, lease or
     otherwise license said AP(s).

     15.2 TITLE TO CAA V5 PRODUCT(S) AND CATIA V5 PRODUCT(S) AND ASSOCIATED
     WRITTEN MATERIALS

     CAA V5 Products and CATIA V5 Products and associated written materials,
     including without limitation reports, programs, manuals, listings and any
     other documentation, whether in Object Code or not, are and will remain the
     exclusive property of DS. All copyrights, patents or other intellectual
     property rights applicable thereto as well as to derivative works, and/or
     to other materials, products or services supplied by DS to Solution
     Provider under this Agreement, shall rest exclusively with DS, with DS
     having the exclusive right to obtain and hold in its own name, copyright,
     patent registrations of inventions or discoveries, or such other protection
     or intellectual property right as may be available, and any extension
     thereof.

     Solution Provider shall preserve and reproduce any copyright, patent and/or
     trademark notices which may appear in the Licensed Product(s) and
     associated Documentation and on all copies thereof, whether in whole or
     part.

     Solution Provider recognizes that the methodologies, technologies,
     know-how, ideas, concepts and expressions contained in, or expressed
     through, CAA V5 Products, CATIA V5 Products and Licensed Products are
     proprietary information of DS and are disclosed to Solution Provider
     subject to an obligation of confidentiality and non-disclosure as set forth
     in Section 12 above.

SOLUTION PROVIDER AGREEMENT                                              Page 40

<PAGE>   41


16. PATENT AND COPYRIGHT INDEMNIFICATION

     16.1 INDEMNIFICATION BY DS

     DS will defend Solution Provider from and against any and all claims that a
     Licensed Product delivered under this Agreement infringes (a) any copyright
     of a country signatory of the Bern Convention or (b) any European, United
     States of America or Canadian patent, provided that the allegedly infringed
     patent is registered as of the date of the Licensed Product's delivery to
     Solution Provider. This commitment is conditioned upon Solution Provider
     (i) providing DS with immediate written notice of the claim; (ii) giving DS
     sole control of the defense to the claim including settlement negotiations
     if any; and (iii) providing at its costs reasonable cooperation in the
     defense against the claim. Under this commitment, DS will indemnify and
     hold Solution Provider harmless from and against the payment of (i) any
     damages awarded by any competent court by way of a final decision, (ii) any
     settlement indemnity agreed upon by Solution Provider with DS's prior
     written approval and according to DS's express written instructions and
     (iii) reasonable attorneys fees if any, to the exclusion of any other
     payment whatsoever.

     If operation of a Licensed Product becomes, or in DS's reasonable opinion,
     is likely to become the subject of an infringement claim, Solution Provider
     shall permit DS, at DS's option and expense, either to secure for Solution
     Provider the right to continue using the Licensed Product or to modify it,
     or to replace it with another computer program which is functionally
     equivalent. If neither of the foregoing options is available on terms which
     are reasonable, Solution Provider shall destroy or return said Licensed
     Product, and all copies thereof, to DS within one (1) month from DS's
     written request. In such a case, DS will grant Solution Provider a credit
     for that portion of the Yearly Fee paid for this Licensed Product for the
     last twelve month period.

     DS shall have no obligation with respect to any claim based upon any
     modification of Licensed Products by anyone other than DS, or arising from
     use of Licensed Products in combination with items, data or programs not
     supplied by DS, or use of any release of Licensed Product other than the
     most recent release made available by DS.

     16.2 INDEMNIFICATION BY SOLUTION PROVIDER

     Solution Provider will defend DS from and against any and all claims that
     any AP infringes (a) any copyright of a country signatory of the Bern
     Convention or (b) any European, United States of America or Canadian
     patent, provided that the allegedly infringed patent is registered as of
     the date of the AP's delivery to DS. This commitment is conditioned upon DS
     (i) providing Solution Provider with immediate written notice of the claim;
     (ii) giving Solution Provider sole control of the defense to the claim
     including settlement negotiations if any; and (iii) providing at its costs
     reasonable cooperation in the defense against the claim. Under this
     commitment,

SOLUTION PROVIDER AGREEMENT                                              Page 41

<PAGE>   42


     Solution Provider will indemnify and hold DS harmless from and against the
     payment of (i) any damages awarded by any competent court by way of a final
     decision, (ii) any settlement indemnity agreed upon by DS with Solution
     Provider's prior written approval and according to Solution Provider's
     express written instructions and (iii) reasonable attorneys fees if any, to
     the exclusion of any other payment whatsoever.

     If operation of an AP becomes, or in Solution Provider's reasonable
     opinion, is likely to become the subject of an infringement claim, DS shall
     permit Solution Provider, at Solution Provider's option and expense, either
     to secure for DS the right to continue using the AP or to modify it, or to
     replace it with another computer program which is functionally equivalent.
     If neither of the foregoing options is available on terms which are
     reasonable, DS shall destroy or return said AP, and all copies thereof, to
     Solution Provider within one (1) month from Solution Provider's written
     request.

     Solution Provider shall have no obligation with respect to any claim based
     upon any modification of the AP by anyone other than Solution Provider, or
     arising from use of the AP in combination with items, data or programs not
     supplied by Solution Provider, or use of any release of AP other than the
     most recent release made available by Solution Provider.

17. WARRANTY AND DISCLAIMER OF WARRANTY

     17.1 FOR AP(S) DEVELOPED BY SOLUTION PROVIDER

          17.1.1 WARRANTY

          For any AP(s) developed pursuant to this Agreement, Solution Provider
          represents and warrants that such AP(s) conforms to the specifications
          set forth in the corresponding PID when used in accordance with the
          terms set forth in the provisions of said PID, provided that said
          AP(s) are properly used in the operating environment in which they are
          designed to operate as set forth in their associated Documentation.

          Solution Provider represents and warrants (i) the originality of any
          AP developed under this Agreement as well as any release of such AP
          and (ii) that neither any portion of any AP, nor the use of any AP,
          violates any patent, trade secret, trademark, copyright or any other
          similar intellectual property right that belong to any third party.

          Solution Provider represents and warrants to DS the originality of any
          Preliminary Project Description submitted to DS for its review
          hereunder and that such PPD will be free from any claim of
          infringement of any patent, trade secret, trademark, copyright or
          other intellectual property right or protection.

SOLUTION PROVIDER AGREEMENT                                              Page 42

<PAGE>   43


          17.1.2 DISCLAIMER OF WARRANTY

          SOLUTION PROVIDER HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES,
          EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED
          WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
          SOLUTION PROVIDER DOES NOT WARRANT EITHER THAT ANY AP WILL BE ERROR
          FREE OR THAT ALL DEFECTS WILL BE CORRECTED.

     17.2 FOR LICENSED PRODUCTS AND OTHER MATERIALS, PRODUCTS AND SERVICES
          SUPPLIED BY DS

          17.2.1 LIMITED WARRANTY

          Solution Provider shall have exclusive responsibility for (a) the
          selection of the Licensed Product(s) to achieve its intended results,
          (b) the installation of each Licensed Product selected, (c) taking
          adequate measures to properly test, operate and use each Licensed
          Product and (d) results obtained therefrom. Solution Provider shall
          also have exclusive responsibility for selection, use and results of
          any other programs or programming equipment or services used in
          connection with the Licensed Product(s).

          DS warrants that Licensed Products will materially conform to their
          published specifications (or to its reference documentation if the
          Licensed Product is an API), for three (3) month following delivery to
          Solution Provider, provided that they are properly used in the
          operating environment as specified by DS. If the Licensed Product does
          not comply with this warranty, upon written notice of such
          non-compliance, DS will attempt to make the Licensed Product perform
          as warranted. If after sixty (60) days from notice of the
          non-conformance, DS has not provided a conforming Licensed Product,
          Solution Provider shall be entitled to cancel the license to the
          non-conforming Licensed Product and request a license on another CAA
          V5 or CATIA V5 Product as the case may be at no additional cost or
          obtain a refund of that portion of the Yearly Fee paid for this
          Licensed Product for the last twelve month period.

          This warranty does not apply if any Licensed Product has been (i)
          modified or altered by Solution Provider, (ii) abused or misapplied,
          or (iii) used in an operating environment other that for which it is
          designed to operate as set forth in its associated Documentation.

          DS does not warrant that the functions contained in the Licensed
          Products will meet Solution Provider's requirements or will enable it
          to attain the objectives Solution Provider has set for itself, or that
          they will operate in the combination which may be selected for use by
          Solution Provider, or that the operation of the Licensed Products will
          be uninterrupted or error free, or that all defects will be corrected.

SOLUTION PROVIDER AGREEMENT                                              Page 43

<PAGE>   44


          17.2.2 DISCLAIMER OF WARRANTY

          THE EXPRESS WARRANTY STATED IN SECTION 17.2.1 ABOVE IS IN LIEU OF ALL
          OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
          LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
          PARTICULAR PURPOSE OR USE AND ANY IMPLIED BY LAW WARRANTY AGAINST
          HIDDEN DEFECTS.

18. LIMITATION OF LIABILITY

     18.1 LIMITATION OF SOLUTION PROVIDER'S LIABILITY

     EXCEPT FOR CLAIMS FOR PERSONAL INJURY OR DEATH AND EXCEPT AS SET FORTH IN
     SECTION 16.2 ABOVE, SOLUTION PROVIDER SHALL NOT BE HELD LIABLE TO DS FOR
     INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT
     LIMITATION, LOSS OF USE AND/OR DATA, LOSS OF PROFITS, REVENUES, SAVINGS,
     GOODWILL AND/OR OTHER ECONOMIC DAMAGES, WHETHER BASED IN CONTRACT,
     NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER THEORY OF LIABILITY, ARISING
     OUT OF, OR IN CONNECTION WITH, OR IN ANY WAY RELATING TO THE SUBJECT MATTER
     OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     18.2 LIMITATION OF DS'S LIABILITY

     EXCEPT FOR CLAIMS FOR PERSONAL INJURY OR DEATH AND EXCEPT AS EXPRESSLY SET
     FORTH IN SECTION 16.1 ABOVE, DS'S POTENTIAL LIABILITY TO SOLUTION PROVIDER,
     INCLUDING ITS SUCCESSORS AND BENEFICIARIES, FOR ANY AND ALL CLAIMS IN
     ANYWAY ARISING OUT OF OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS
     AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR
     OTHER THEORY OF LIABILITY IS LIMITED AS FOLLOWS:

     -    ALL LEGAL ACTIONS AGAINST DS MUST BE FILED WITH THE COMPETENT COURT
          WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN AND WAS
          KNOWN OR SHOULD HAVE BEEN KNOWN BY SOLUTION PROVIDER.

     -    DS'S LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE GREATER OF
          THIRTY THOUSAND DOLLARS (US$ 30,000) OR THE AMOUNT OF THE YEARLY
          FEE(S) PAID OVER THE LAST TWELVE MONTH PERIOD FOR THOSE PRODUCTS
          AND/OR SERVICES WHICH CAUSED THE DAMAGES.

SOLUTION PROVIDER AGREEMENT                                              Page 44

<PAGE>   45


     -    SOLUTION PROVIDER EXPRESSLY AND IRREVOCABLY WAIVES ANY AND ALL CLAIMS
          FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING
          WITHOUT LIMITATION, LOSS OF USE AND/OR DATA, LOSS OF PROFITS,
          REVENUES, SAVINGS, GOODWILL AND/OR OTHER ECONOMIC DAMAGES, WHETHER
          BASED IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER THEORY
          OF LIABILITY, ARISING OUT OF, OR IN CONNECTION WITH, OR IN ANY WAY
          RELATING TO, THIS AGREEMENT, THE LICENSED PRODUCT(S) OR ASSOCIATED
          DOCUMENTATION, OR ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY DS TO
          SOLUTION PROVIDER HEREUNDER, WHETHER OR NOT DS HAS BEEN ADVISED OF THE
          POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE
          ESSENTIAL PURPOSE OF ANY REMEDY.

19. COORDINATORS

Each party will name a Managing Technical Coordinator and a Managing Business
Coordinator who will be responsible for managing its activities under this
Agreement, including without limitation, the initiation of any project of
development, the definition of any AP, the validating and signing of the
corresponding PPD and PID, the development of such AP, the conduct of the
procedure of certification, the parties' cooperation as partners in the CATIA
Galaxy Program during both the initialization and the follow-up phases.

The Managing Technical Coordinators will be in charge of all technical matters
including without limitation all aspects of the definition, development and
certification of the AP(s) and sharing the parties' respective vision and
strategy, while the Managing Business Coordinators will be in charge of the
business aspects of the relationships.

The Managing Technical and Business Coordinators may be assisted respectively by
a Technical Coordinator and a Business Coordinator.

Upon execution of this Agreement, the Managing Technical and Business
Coordinators and Technical and Business Coordinators are:

For Solution Provider :

     Managing Technical Coordinator: Dick Sowar

          Technical Coordinator: Denise Raven

     Managing Business Coordinator: Ron Zabilski

          Business Coordinator: Doug Hughes

SOLUTION PROVIDER AGREEMENT                                              Page 45

<PAGE>   46


For DS:

     Managing Technical Coordinator: Severin Lanfranchi

          Technical Coordinator: Francois Riche

     Managing Business Coordinator: Florence Morache

          Business Coordinator: Frederic Vacher

Each party shall give advance written notice in case of replacement of either of
its Managing Technical or Business Coordinators.

The Managing Technical and Business Coordinators of DS and of Solution Provider
shall meet periodically to discuss planned and/or recommended ongoing and future
actions regarding development and/or marketing of any AP(s), new release(s) and
more generally any and all issues possibly arising from the performance of this
Agreement.

20. RELATIONSHIP OF THE PARTIES

The relationship between DS and Solution Provider shall be that of independent
contractors, each party acting as a principal for its own account and at its own
expense and risk.

Nothing contained in this Agreement makes either party a general or special
agent, joint-venturer, corporate partner or any similar relationship between
Solution Provider and DS for any purpose whatsoever. Each party undertakes not
to act or represent itself, directly or by implication, to be an agent of the
other party.

Neither party is granted any right or authority to assume or create any
obligation or liability, express or implied, on behalf of, or in the name of,
the other party or to bind the other party in any way or for any purpose
whatsoever.

21. TERM

     21.1 INDEFINITE TERM

     Subject to its execution by both parties, this Agreement will come into
     force as of its Effective Date for an indefinite Term.

     21.2 TERMINATION NOTICE PERIOD

     Either party may terminate this Agreement by giving written notice to that
     effect providing for a one (1) year Termination Notice Period.

SOLUTION PROVIDER AGREEMENT                                              Page 46

<PAGE>   47


     Under this Section 21.2, the Termination Date of the Agreement, including
     all pending PID(s), RFL(s) and Purchase Order(s), will be the date of
     expiration of the one (1) year Termination Notice Period as of receipt of
     the termination notice.

     21.3 NO COMPENSATION OR INDEMNITY

     Solution Provider expressly agrees that, should this Agreement be
     terminated under this Section 21, the one (1) year Termination Notice
     Period enables it to take all appropriate steps and actions to operate and
     conduct its business without any assistance from DS. Solution Provider
     therefore accepts and expressly declares that it will not be entitled to
     any compensation or other indemnity should this Agreement be terminated
     under Section 21.

22. TERMINATION

In addition to the right of either party to terminate this Agreement under
Section 21 above, this Agreement may be terminated in the following situations.

     22.1 TERMINATION WITHOUT BREACH

          22.1.1 TERMINATION FOR FAILURE TO AGREE ON FIRST AP

          Should the parties fail to agree on the first AP to be developed under
          this Agreement within four (4) month from the Effective Date, this
          Agreement may be terminated, as of right and without legal
          proceedings, by either party, by sending written notice to the other
          with reference to this Section 22.1.1. Under this Section 22.1.1, the
          Termination Date will be the date of receipt of the above written
          notice.

          22.1.2 TERMINATION FOR ABSENCE OF ANY ACTIVITY OF SOLUTION PROVIDER
                 DURING ANY SIX CONSECUTIVE MONTH PERIOD

          If at any time during the Term of this Agreement, no AP(s) are being
          either developed, marketed or sold by Solution Provider, without
          breach by either party of its obligations, during a period of six (6)
          consecutive months, the Agreement may be terminated as of right and
          without legal proceedings, by either party, by sending written notice
          to the other with reference to this Section 22.1.2. Under this Section
          22.1.2, the Termination Date will be the date of receipt of the above
          written notice.

          22.1.3 TERMINATION BY SOLUTION PROVIDER OF ANY GIVEN AP

          At any time during the Term of this Agreement and in the absence of
          any breach by either party, Solution Provider is entitled to
          terminate, at its discretion, as of right and without legal
          proceedings, the development and/or the distribution of any given AP
          (referred to as the "Terminated AP") by

SOLUTION PROVIDER AGREEMENT                                              Page 47

<PAGE>   48


          sending written notice to DS. For purposes of this Section 22.1.3, the
          Termination Date of the PID, RFL(s) and Purchase Order(s) relating to
          the Terminated AP, will be the date of receipt of the above written
          notice.

          The Agreement will only be deemed terminated with regard to the
          Terminated AP for which the relevant provisions of Section 23 below
          will apply. This Agreement will remain in full force and effect in all
          other respects, including with respects to any other AP(s).

     22.2 TERMINATION FOR BREACH BY DS

     If DS has failed to remedy the breach of its obligations with respect to
     any given AP within one (1) month of receipt of Solution Provider's written
     notice to cure, Solution Provider will be entitled to terminate the PID,
     RFL(s) and Purchase Order(s) corresponding to that AP only (referred to as
     the "Terminated AP").

     If DS has failed to remedy the breach of its obligations with respect to
     the whole Agreement, within one (1) month of receipt of Solution Provider's
     written notice to cure, then only will Solution Provider be entitled to
     terminate this whole Agreement.

     Solution Provider will terminate the PID, RFL(s) and Purchase Order(s)
     corresponding to the Terminated AP or of the Agreement, as the case may be,
     as of right and without legal proceedings, by sending a written termination
     notice.

     For purposes of this Section 22.2, the Termination Date of (i) the PID,
     RFL(s) and Purchase Order(s) of the Terminated AP or (ii) the Agreement, as
     applicable, will be, at Solution Provider's discretion, either the
     expiration of (a) a six (6) month period as of receipt by DS of the
     termination notice or (b) the remaining term of licenses pending for the
     Terminated AP (i.e. following 31st of January), or the longest of (a) and
     (b) in the absence of choice by Solution Provider.

     In case of termination of the PID, RFL(s) and Purchase Order(s) of any
     Terminated AP, the Agreement will only be deemed terminated with regard to
     that Terminated AP, and will remain in full force and effect in all
     respects with regards to any other AP(s).

     22.3 TERMINATION FOR BREACH BY SOLUTION PROVIDER

          22.3.1 TERMINATION OF ANY GIVEN AP

          If Solution Provider has failed to remedy the breach of its
          obligations with respect to any given AP (referred to as the
          "Terminated AP") within one (1) month of receipt of DS's written
          notice to cure, DS will be entitled to, at its discretion, either (i)
          enjoin the loss of the CAA V5 certification of the Terminated AP or
          (ii) terminate the PID, RFL(s) and Purchase Order(s) corresponding to
          the Terminated AP.

SOLUTION PROVIDER AGREEMENT                                              Page 48

<PAGE>   49


               (a) LOSS OF CAA V5 CERTIFICATION

               Within one (1) month of the receipt by Solution Provider of the
               notice of loss of certification of the Terminated AP, Solution
               Provider will at its exclusive costs:

                    -    delete the "CAA V5 Certified" logotype from the
                         Terminated AP and;

                    -    inform its customers in writing with respect to the
                         loss of certification of such Terminated AP.

               Within six (6) month of the receipt by Solution Provider of the
               notice of loss of certification of the Terminated AP, Solution
               Provider will be required to take all appropriate steps and
               actions including any modification or enhancement of the
               Terminated AP in order to obtain for the Terminated AP to be
               re-certified within that six month time period according to the
               procedure set forth in Section 10 above. In the absence of such
               certification with the above six (6) month notice period, DS will
               be entitled to terminate the PID, RFL(s) and Purchase Order(s)
               relating to the Terminated AP as set forth in paragraph (b)
               below.

               (b) TERMINATION OF AP

               DS will terminate the PID, RFL(s) and Purchase Order(s)
               corresponding to the Terminated AP, as of right and without legal
               proceedings, by sending a written termination notice, if Solution
               Provider has failed to remedy such breach within the above one
               (1) month cure period.

               Under this Section 22.3.1, the Termination Date of the PID,
               RFL(s) and Purchase Order(s) relating to the Terminated AP will
               be the date of expiration of a one (1) month period as of receipt
               by Solution Provider of the notice of termination.

          22.3.2 TERMINATION OF THE AGREEMENT

          DS will be entitled to terminate the Agreement under this Section
          22.3.2, if Solution Provider has failed to remedy its breach within
          one (1) month of receipt of DS's written notice to cure, in the
          following instances:

               -    in case of breach by Solution Provider of its general
                    obligations under this Agreement, including without
                    limitation of the general conditions & criteria of the CATIA
                    V5 Galaxy Program set forth in Section 3.1 above;

               -    in case of repeated breaches under Section 22.3.1 above,
                    and/or

SOLUTION PROVIDER AGREEMENT                                              Page 49

<PAGE>   50


               -    in case of material breach by Solution Provider. For
                    purposes of this Section, will be deemed a material breach
                    by Solution Provider, any breach of Sections 5, 6, 13.1,
                    13.2 and/or 14, as well as any other serious breach impeding
                    or altering the cooperation between the parties under this
                    Agreement.

                    (a) PROPOSAL OF DESIGNATION AS "MEMBER" IN CATIA V5 GALAXY
                    PROGRAM

                    DS will be entitled to, at its discretion, include in the
                    termination notice a proposal to Solution Provider to remain
                    in the CATIA V5 Galaxy Program, with the status of "Member"
                    and the associated financial and other conditions, provided
                    however that Royalties will remain due on any sales of APs
                    as set forth under Section 6.3 above.

                    If DS at its discretion makes a proposal to Solution
                    Provider to remain in the CATIA V5 Galaxy Program, such
                    proposal will be subject to the parties coming to an
                    agreement and executing the membership agreement then in
                    force within the three (3) month notice period set forth
                    above. In the absence of execution of a membership
                    agreement, this Agreement including all pending PID(s),
                    RFL(s) and Purchase Order(s) will terminate as set forth in
                    paragraph (b) below.

                    (b) TERMINATION OF THE AGREEMENT

                    The Agreement, including all pending PID(s), RFL(s) and
                    Purchase Order(s), will terminate, as of right and without
                    legal proceedings, upon expiration of a three (3) month
                    period as of receipt by Solution Provider of the termination
                    notice sent by DS.

                    Under Section 22.3.2, the Termination Date of this Agreement
                    will be the date of expiration of the three (3) month
                    Termination Notice Period.

     22.4 TERMINATION FOR CHANGE OF CONTROL

     This Agreement may be terminated, as of right and without legal
     proceedings, by DS in case of change of control as set forth under Section
     14 above.

     The Agreement including any PID(s), RFL(s) and Purchase Order(s) thereunder
     shall terminate automatically upon receipt of a written notice referring to
     this Section (the "Termination Date" under this Section 22.4).

SOLUTION PROVIDER AGREEMENT                                              Page 50

<PAGE>   51


23. CONSEQUENCES OF TERMINATION

     23.1 DURING TERMINATION NOTICE PERIOD

     The following provisions will apply during the Termination Notice Period if
     any.

          23.1.1 PENDING LICENSES

          (a) TERMINATION OF AN AP

          In case of termination of an AP, all licenses on Licensed Product(s)
          relating to the Terminated AP in force upon receipt of the termination
          notice of the Terminated AP will remain in full force and effect, and,
          if need be, will be renewed by DS so as to remain effective, until the
          Termination Date. DS will NOT grant any license to Solution Provider
          on additional, new or different CAA V5 and/or CATIA V5 Product(s),
          except for AP(s) other than the Terminated AP if applicable.

          (b) TERMINATION OF THE AGREEMENT

          In case of termination of this Agreement, all licenses on Licensed
          Product(s) in force upon receipt of the termination notice will remain
          in full force and effect, and, if need be, will be renewed by DS so as
          to remain effective, until the Termination Date. DS will NOT grant any
          license to Solution Provider on additional, new or different CAA V5
          and/or CATIA V5 Product(s).

          (c) TERMINATION FOR BREACH BY SOLUTION PROVIDER

          In case of termination of an AP or of this Agreement for breach by
          Solution Provider under Section 22.3, Solution Provider will not
          benefit from any support and maintenance under Section 5.1.6 on those
          licenses which will remain in force during the Termination Notice
          Period. Furthermore, (i) all amounts payable under this Agreement
          shall become immediately due upon receipt of the notice of termination
          (ii) DS will be entitled to suspend any further delivery of licenses
          or other products or services to Solution Provider hereunder until the
          default is cured by Solution Provider and (iii) DS shall be entitled
          to proceed by court action or file any claim in order to enforce
          performance of this Agreement and/or recover damages for breach by
          Solution Provider of this Agreement.

          23.1.2 MARKETING AND DISTRIBUTION OF AP(s)

          In case of termination of either any Terminated AP or this Agreement,
          Solution Provider will be entitled to continue the marketing and
          distribution of any AP(s) (including any Terminated AP) to its
          customers.

SOLUTION PROVIDER AGREEMENT                                              Page 51

<PAGE>   52


          However, because Solution Provider will not benefit from any
          maintenance and support under Section 5.1.6 as of the Termination
          Date, it cannot guarantee to its customers the compatibility of the
          AP(s) licensed to its customers, or of the Terminated AP as the case
          may be, with new release(s) of any pre-requested CATIA V5 Product(s)
          and shall take all appropriate actions vis-a-vis its customers in this
          respect, including without limitation, a mandatory information in
          writing with copy to DS, at any time during the Termination Notice
          Period, on the absence of maintenance, support and guarantee of
          compatibility as of the Termination Date.

          In case of termination of either any Terminated AP or this Agreement,
          Solution Provider will not benefit from any marketing support from DS
          under Section 11 above, respectively for the Terminated AP or for all
          AP(s).

          Royalties will be due under Section 6.3 on all and any sales of AP(s).

     23.2 UPON THE TERMINATION DATE

          23.2.1 EXPIRATION OR TERMINATION OF LICENSES

          Upon the Termination Date of either (i) the PID, RFL(s) and Purchase
          Order(s) relating to a Terminated AP or (ii) this Agreement, for any
          reason whatsoever, all licenses granted by DS to Solution Provider in
          relation to the Terminated AP or under this Agreement, as applicable,
          that are still pending will terminate or expire, and DS will be
          entitled to cancel any unfilled RFL(s) or Purchase Order(s), whether
          accepted or not.

          Within one (1) month after the Termination Date of any Terminated AP
          or of this Agreement, for any reason whatsoever, Solution Provider
          shall certify in writing that all copies of Licensed Products which
          license is terminated or has expired, and associated Documentation,
          have been destroyed or returned to DS.

          23.2.2 FEES, ROYALTIES AND OTHER AMOUNTS DUE TO DS

          The Subscription Fee, Yearly Fees, Flat Fees, Royalties and other fees
          or charges accrued prior to the Termination Date of any Terminated AP
          or of this Agreement for any reason whatsoever will become immediately
          payable.

          Solution Provider will not be entitled to (i) any reimbursement of the
          Subscription Fee, Yearly Fees, Flat Fees, Royalties or other fees or
          charges possibly paid to DS prior to the Termination Date and (ii) any
          compensation of any damage or loss possibly suffered or expenses or
          costs possibly incurred in relation with the termination of the
          Terminated AP or this Agreement.

SOLUTION PROVIDER AGREEMENT                                              Page 52

<PAGE>   53


          In no event shall DS be liable for any costs, expenses, or other
          economic or financial loss, arising out of or in connection with the
          termination or discharge of Solution Provider's employees or agents as
          a direct or indirect result of termination of any Terminated AP or
          this Agreement.

          23.2.3 SALE OF AP(S)

          As of the Termination Date, Solution Provider remains entitled to
          continue the marketing and distribution of the AP(s) (including any
          Terminated AP) to its customers, at its exclusive risks and costs.
          Royalties are due under Section 6.3 on all and any sales of AP(s),
          except in case of termination for material breach by DS, and Solution
          Provider must comply with the reporting provisions of Section 6.3.3.

          23.2.4 DELETION OF "CAA V5 CERTIFIED" LOGOTYPE

          Solution Provider will only be entitled to maintain the "CAA V5
          Certified" logotype on that certified release of any AP in force upon
          the Termination Date, and shall not use, reproduce or display the "CAA
          V5 Certified" logotype on any further release of the AP which may be
          issued after the Termination Date.

          In case of termination of a Terminated AP or of this Agreement for
          breach by Solution Provider, Solution Provider must, within ten (10)
          days from the Termination Date and at its exclusive costs, delete the
          "CAA V5 Certified" logotype from all AP(s).

          23.2.5 DELETION OF "DASSAULT SYSTEMES PARTNER" LOGOTYPE

          Within ten (10) days after the Termination Date of this Agreement,
          Solution Provider shall cease production and/or distribution and
          return to DS or destroy, at DS's discretion, all signs, literature,
          logos, documentation and other materials on which the "Dassault
          Systemes Partner" logotype appears or otherwise identifying DS.

24. GOVERNING LAW

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.

SOLUTION PROVIDER AGREEMENT                                              Page 53

<PAGE>   54


25. JURISDICTION

The parties hereto hereby agree to (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.

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 HEREBY OR
THEREBY.

26. EXPORT AND RE-EXPORT LAWS AND REGULATIONS

Export to Solution Provider of Licensed Product(s) and associated
Documentation(s) is subject to all applicable French, European Union, United
States of America and other originating country's export and re-export laws and
regulations and, in particular, French regulations concerning the Verification
of Final Destinations. Solution Provider shall provide DS with all reasonably
necessary assistance related to applications for such authorizations, licenses
and other approvals, or other documentation related to the export or re-export
of Licensed Products.

Solution Provider shall not export or re-export, directly or indirectly,
Licensed Products (including any part of a Licensed Product or any direct
product of such Licensed Product) or associated Documentation, or confidential
information or technical data related thereto, into any of those countries
referred to by any applicable French, European Union, United States of America
or other originating country's export and re-export laws and regulations as
"prohibited or restricted" countries, or into any other country to which such
exports or re-exports may be restricted (collectively, the "Prohibited
Countries"), unless and until Solution Provider has obtained the appropriate
export or re-export authorization, license or other approval from the competent
authorities.

Solution Provider further agrees not to supply, provide or otherwise communicate
the Licensed Product(s) (including any part of a Licensed Product or any direct
product of such Licensed Product), or associated Documentation, or related
confidential information or technical data related thereto, to any person if
Solution Provider has reason to believe that such person intends to export,
re-export or otherwise transfer the same to, or use the same in, any of the
Prohibited Countries. Solution Provider agrees to seek reasonable written
assurances in the form of binding covenants from its customers of AP(s) as may
from time to time be requested by DS.

SOLUTION PROVIDER AGREEMENT                                              Page 54

<PAGE>   55


Generally, Solution Provider shall not commit any act which would, directly or
indirectly, violate any of the laws and regulations referred to above. In
addition to any indemnity under this Agreement, Solution Provider shall
indemnify and hold DS harmless from and against any and all claims, damages and
liabilities asserted by any person or entity against DS, directly or indirectly
resulting from, or arising out of, a breach of this Section 26 by Solution
Provider or any of its customers.

27. NOTICES

All notices required or permitted under this Agreement shall be in writing, in
English language, and shall be sent (i) by registered or certified mail, postage
prepaid, with return receipt requested or (ii) by express international courier
(DHL, Federal Express, etc.), to the parties' addresses as set forth below or
such other address as either party may designate to the other by notice sent as
hereby requested. When feasible, a copy of any such notice shall also be
transmitted by facsimile.

Notices to Solution Provider:
     PlanetCAD Inc.
     2520 55th Street, Suite 200
     Boulder, CO 80301
     U.S.A.
          Attn. Managing Technical Coordinator
                and Managing Business Coordinator
                Fax No: 1 (303) 209 92 00

Notices to DS:

     Dassault Systemes
     9, Quai Marcel Dassault
     BP 310, 92156 Suresnes Cedex
     France
          Attn. Managing Technical Coordinator
                and Managing Business Coordinator
                Fax No: (33) 1 40 99 41 41

     Such notices will be deemed received upon the third (3rd) day following the
     mailing or delivery to the post or express international courier carrier,
     as the case may be.

SOLUTION PROVIDER AGREEMENT                                              Page 55

<PAGE>   56


28. MISCELLANEOUS

     28.1 FORCE MAJEURE

     Neither party shall be held liable for any loss, injury, delay, expenses,
     damages or other casualty suffered or incurred by the other party, as a
     result of its failure to fulfill any obligation under this Agreement, where
     such failure arises out of or in relation with any causes beyond its
     reasonable control including without limitation: Acts of God, fires,
     storms, floods, earthquakes, acts of war, governmental acts or other laws
     or regulations, strikes, lockouts, labor disputes, or export or re-export
     regulations and formalities.

     28.2 NO SALE, TRANSFER, ASSIGNMENT OR SUBCONTRACT

     Neither party shall sell, transfer, assign or subcontract any right or
     obligation under this Agreement without the prior written consent of the
     other party, including without limitation, as part of any sale, transfer or
     assignment, of all or part of the business to which all or part of this
     Agreement pertains. If approved in writing by the other party, any such
     sale, transfer, assignment or subcontract is conditioned upon the first
     party guaranteeing the obligations, responsibilities and liabilities of its
     purchaser, transferee, assignee or subcontractor.

     However, DS is entitled to sell, transfer, assign or subcontract all or
     part of this Agreement to any company of the DS Group, without notice to
     Solution Provider and without consent of Solution Provider.

     28.3 SEVERABILITY

     To the fullest extent possible each provision of this Agreement shall be
     interpreted in such fashion as to be effective and valid under applicable
     law.

     Should any provision(s) of this Agreement be found invalid, illegal, void
     or unenforceable by any competent authority in any respect, the remaining
     provisions of this Agreement shall remain in full force and effect and be
     binding with the same effect as if the invalid, illegal, void or
     unenforceable provision(s) was originally deleted.

     28.4 ENTIRE AGREEMENT

     With the exception of the CNDA, this Agreement including the PID(s), RFL(s)
     and Purchase Order(s) duly accepted and other exhibits, amendments or
     supplements thereto, embodies the complete and exclusive agreement between
     the parties and supersedes all proposals, or prior agreements,
     understandings, representations, purchase order(s) or communications,
     whether oral or written, in respect of the subject matter thereof.

SOLUTION PROVIDER AGREEMENT                                              Page 56

<PAGE>   57


     28.5 AMENDMENT TO AGREEMENT

     This Agreement shall not be modified or amended except by way of a written
     agreement referred to as an amendment to this Agreement and duly signed by
     authorized officers of both Solution Provider and DS.

     28.6 CONFIDENTIALITY ON AGREEMENT

     During the Term of this Agreement, each party will use its best efforts not
     to disclose the terms and conditions of this Agreement to any third party
     without the prior written consent of the other party, except as provided
     for herein, as required by law or governmental regulations, requirements or
     orders, or as may be necessary to establish or assert its rights hereunder
     before any competent court.

     28.7 IRREPARABLE INJURY

     Each party acknowledges and agrees that each covenant in this Agreement
     pertaining to confidential information and/or ownership of intellectual
     property is reasonable and necessary to protect and preserve the rights of
     the other party in its confidential information and/or 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.

     28.8 NON-WAIVER

     The failure or delay of either party in exercising or enforcing any right,
     remedy or other provision under this Agreement shall not operate as, or be
     construed to be, a waiver of such right, remedy or provision which may be
     exercised or enforced at any time thereafter.

     28.9 COUNTERPARTS

     This Agreement as well as all PID(s), RFL(s), Purchase Order(s) and other
     exhibit, supplements and amendments thereto, will be executed in two
     copies, each of which shall be deemed an original and all of which together
     shall constitute one instrument.

SOLUTION PROVIDER AGREEMENT                                              Page 57

<PAGE>   58


     28.10 SURVIVING PROVISIONS

     The parties agree that the following Sections shall survive the expiration
     or termination of this Agreement for any reason whatsoever: Section 6 --
     Financial Consideration, Section 7 -- Payment, Section 12 -- Information
     Exchanges, Section 13 -- Restrictions to Solution Provider's Activity,
     Section 15 -- Ownership, Section 16 -- Patent and Copyright
     Indemnification, Section 17 -- Warranty and Disclaimer of Warranty, Section
     18 -- Limitation of Liability, Section 23 -- Consequences of Termination,
     Section 24 -- Governing Law, Section 25 -- Competent Court, Section 26 --
     Export and Re-export Laws and Regulations and Section 28 - Miscellaneous.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
     executed by their duly authorized officers as of the date last written
     below.


     SOLUTION PROVIDER                 DASSAULT SYSTEMES

     /s/ R. Bruce Morgan               /s/ Thibault de Tersant
     ---------------------------       ---------------------------
     SIGNATURE                         SIGNATURE
     NAME:  R. Bruce Morgan            Thibault de Tersant
     TITLE: Chief Executive Officer    Executive Vice President
     DATE:  November 14, 2000          DATE: November 14, 2000

SOLUTION PROVIDER AGREEMENT                                              Page 58
</TEXT>
</DOCUMENT>
