As filed with the Securities and Exchange Commission on April 23, 2002 
Registration No. 333-             

SECURITIES AND EXCHANGE COMMISSION 
Washington, DC 20549 

FORM S-1 
REGISTRATION STATEMENT 
UNDER 
THE SECURITIES ACT OF 1933 

BENTLEY SYSTEMS, INCORPORATED 
(Exact Name of Registrant as Specified in Its Charter) 
 	 	 	 	 	
Delaware	 	7372	 	95-3936623	
(State or Other Jurisdiction of
Incorporation or Organization) 	 	(Primary Standard Industrial
Classification Code Number) 	 	(I.R.S. Employer
Identification Number) 	
 	 	 	
685 Stockton Drive
Exton, Pennsylvania 19341
610-458-5000
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s
Principal Executive Offices) 	 	David Nation
685 Stockton Drive
Exton, Pennsylvania 19341
610-458-5000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service) 	

Copies of all communications to: 
 	 	 	
Walter J. Mostek, Jr., Esq.
James Biehl, Esq.
Drinker Biddle & Reath LLP
One Logan Square
18th & Cherry Streets
Philadelphia, Pennsylvania 19103	 	Gordon H. Hayes, Jr., Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, Massachusetts 02110	
     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. 
     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     o 
     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o 
     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o 
     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o 
     If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.     ☒ 

CALCULATION OF REGISTRATION FEE 

	

		Proposed Maximum			
Title of Each Class of		Aggregate Offering		Amount of	
Securities to be Registered		Price(1)		Registration Fee	

Common Stock, $0.01 par value per share 	 	$	172,500,000	 	 	$	15,870	 	

		
(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. 	

               The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 

 
The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. 	
SUBJECT TO COMPLETION, DATED APRIL 23, 2002 
PROSPECTUS 
                                    Shares 
 
Common Stock 

This is the initial public offering of Bentley Systems, Incorporated. We are offering                      shares and the selling stockholder identified in this prospectus is offering                      shares of our common stock. We anticipate that the initial public offering price will be between $          and $          per share. We have applied to list our common stock on the New York Stock Exchange under the symbol “BSS.” 
Investing in our common stock involves risks. See “Risk Factors” beginning on page 6. 
 	 	 	 	 	 	 	 	 	
		Per Share		Total	
					
Initial public offering price 	 	$	 	 	 	$	 	 	
Underwriting discounts and commissions 	 	$	 	 	 	$	 	 	
Proceeds, before expenses, to Bentley Systems, Incorporated 	 	$	 	 	 	$	 	 	
Proceeds, before expenses, to the selling stockholder 	 	$	 	 	 	$	 	 	
We have granted the underwriters the right to purchase up to                               additional shares of common stock to cover over-allotments. 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. 
Lehman Brothers and Deutsche Bank Securities, on behalf of the underwriters, expect to deliver the shares on or about                     , 2002. 

Joint Bookrunning Managers 

LEHMAN BROTHERS	DEUTSCHE BANK SECURITIES	

		
SG COWEN	WACHOVIA SECURITIES	
The date of this prospectus is                     , 2002. 

 

 

 

PROSPECTUS SUMMARY 
        This summary highlights key aspects of the information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors.” 
        References to “we,” “us,” “our” and “our company” refer to Bentley Systems, Incorporated together with its subsidiaries. 
Bentley Systems, Incorporated 
        We are a global provider of collaborative software solutions that enable our users to create, manage and publish architectural, engineering and construction (AEC) content. Our software solutions are used to design, engineer, build and operate large constructed assets such as roadways, bridges, buildings, industrial and power plants and utility networks. We focus on five vertical industries that deploy such assets: transportation, manufacturing plants, building, utilities and government. In addition, we provide professional services for our software solutions, including implementation, integration, customization and training. 
        We generate revenues through a renewable subscription program, known as Bentley SELECT, as well as through perpetual licenses and services. We actively market the benefits of Bentley SELECT and expect to continue growing our subscriptions revenues in future periods. In 2001, more than 60% of our revenues were derived from our subscriptions. 
        Organizations engaged in the design, construction and operation of large constructed assets require a software solution that facilitates efficient design, while also allowing all project participants to communicate, collaborate and share information throughout an asset’s lifecycle. These organizations also require solutions that are specifically tailored to meet their unique industry requirements and business processes. 
        Our collaborative software solutions allow project participants to communicate, collaborate and share AEC content. This collaboration enables our users to maximize the value of AEC content by providing an integrated approach to managing the lifecycle of large constructed assets. Our solutions are used to: 
			
 	•	Create. Generate architectural and engineering designs and associate them with intelligent content such as descriptive and other relevant information. 	
 		
 	•	Manage. Store, organize and index content, provide and control access and track and record changes. 	
 		
 	•	Publish. Share and distribute content through multiple methods to project participants from disparate organizations and communicate relevant content to other enterprise applications. 	
For example, using our solutions, a pump is created as an intelligent, three-dimensional graphic component and associated with descriptive attributes such as capacity and price. Through our collaboration servers, the pump can be accessed by project participants and incorporated into other designs, printed on paper or viewed over the Internet. Our collaboration servers can also send descriptive information about the pump to procurement or other enterprise systems. We believe that our collaborative approach facilitates the design and construction process, shortens project schedules, reduces overall project costs and facilitates the operation and management of the constructed asset. 
        The foundation of our software solutions is our design platform, MicroStation. MicroStation was originally developed in the mid-1980s by a team of developers led by Keith and Barry Bentley. We also offer discipline-specific applications tailored to the specific needs of users in our targeted vertical industries. Our collaboration servers manage and publish content created by MicroStation and our discipline-specific applications, as well as content created by other design and enterprise applications. 
- 1 - 

        Our solutions are used by major architectural, engineering and construction firms, including Bechtel Corporation, as well as by owner/ operators of large constructed assets, including 46 U.S. state departments of transportation, Fincantieri Cantieri Nivali Italiani SpA, Union Bank of Switzerland, San Antonio City Public Service Board and the U.S. Army Corps of Engineers. We believe that owner/ operators will drive the use of collaborative AEC content applications. And today, approximately two-thirds of our MicroStation registered licenses are registered by owner/ operators. We generated total revenues of $202.6 million and net income of $4.1 million in 2001. Sales outside North America constituted 48% of total revenues, and no single customer accounted for over 1% of total revenues, in 2001. 
        Our objective is to be a leading provider of collaborative software solutions to the industries we have targeted. To achieve this objective we intend to pursue the following strategies: 
			
 	•	Focus on the vertical industries we serve; 	
 		
 	•	Enhance and extend our collaborative software solutions; 	
 		
 	•	Grow our subscriptions revenues; 	
 		
 	•	Increase our direct sales and support capabilities; 	
 		
 	•	Expand our professional services; and 	
 		
 	•	Grow through strategic acquisitions. 	
        We were originally incorporated in California in 1984 and reincorporated in Delaware in March 1987. Our principal executive office is located at 685 Stockton Drive, Exton, Pennsylvania 19341. Our telephone number at that address is 610-458-5000. We maintain our primary website at www.bentley.com and a number of special purpose websites in the United States and other countries in which we do business. Our websites, and the information contained therein, are not part of this prospectus. 
Pending Acquisition 
        On January 25, 2002, we purchased a 12.5% interest in, and an option to acquire the remainder of, Rebis, a leading developer of discipline-specific applications for the manufacturing plants industry. We expect to exercise our option to acquire the remainder of Rebis and complete this acquisition simultaneously with or soon after the closing of this offering. We intend to use approximately $                million of the net proceeds from this offering to fund a portion of this acquisition. The completion of the acquisition of Rebis is not a condition to the closing of this offering. For the fiscal year ended September 30, 2001, Rebis had total revenues of $15.9 million and net income of $1.3 million. 
TRADEMARKS 
        Bentley®, the “B” logo, MicroStation® and Bentley SELECT® are trademarks or service marks of ours. Other trademarks and trade names appearing in this prospectus are the property of their respective holders. 
- 2 - 

The Offering 

Common stock offered by Bentley Systems 		                     shares 	
 		
Common stock offered by the selling stockholder 		                     shares 	
 		
Common stock to be outstanding after the offering 		                     shares 	
 		
Use of proceeds 		We estimate that our net proceeds from this offering, without exercise of the over-allotment option, will be approximately $                 million. We intend to use (1) approximately $                million of the net proceeds to fund a portion of our proposed acquisition of Rebis, (2) approximately $15.2 million of the net proceeds to repay indebtedness under an acquisition note and (3) the remaining net proceeds for general corporate purposes, capital expenditures and strategic acquisitions. 	
 		
Proposed New York Stock Exchange symbol 		BSS 	
        The number of shares of common stock to be outstanding immediately after this offering is based on the number of shares outstanding as of March 31, 2002 and excludes: 
			
 	•	3,957,946 shares of common stock issuable upon exercise of options outstanding at a weighted average exercise price of $5.75 per share; 	
 		
 	•	                shares of common stock issuable upon exercise of options outstanding to be assumed in connection with the proposed acquisition of Rebis at a weighted average exercise price of $           per share; 	
 		
 	•	988,290 shares of common stock issuable upon exercise of warrants outstanding at an exercise price of $10.17 per share; and 	
 		
 	•	2,100,000 additional shares of common stock that will be available for future issuance under our stock option plans. 	
        Unless otherwise indicated, information in this prospectus assumes: 
			
 	•	an initial public offering price of $           per share; 	
 		
 	•	no exercise of the underwriters’ over-allotment option; 	
 		
 	•	upon the closing of this offering, the redesignation of our Class A common stock as “common stock” and the conversion of all other outstanding capital stock into                               shares of our common stock; 	
 		
 	•	the issuance of                               shares of our common stock in connection with our acquisition of the remainder of Rebis; and 	
 		
 	•	outstanding warrants to purchase 2,535,184 shares of our common stock which will be automatically exercised upon the closing of this offering. These warrants have a net issuance mechanism which, if exercised on March 31, 2002, would result in a net issuance of 158,116 shares of common stock. 	
- 3 - 

Summary Consolidated Financial Data 
(in thousands, except share and per share data) 
        The following tables have been derived from, and summarize, our audited consolidated financial statements and should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and other information contained in this prospectus. 

		Year Ended December 31,	
			
		1997		1998		1999		2000		2001	
											
Consolidated Statement of Operations Data(1):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Subscriptions 	 	$	53,374	 	 	$	78,177	 	 	$	90,915	 	 	$	96,830	 	 	$	123,642	 	
 	Perpetual licenses 	 	 	94,224	 	 	 	80,350	 	 	 	78,450	 	 	 	70,251	 	 	 	61,463	 	
 	Services 	 	 	9,173	 	 	 	14,104	 	 	 	12,854	 	 	 	13,143	 	 	 	17,505	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total revenues 	 	 	156,771	 	 	 	172,631	 	 	 	182,219	 	 	 	180,224	 	 	 	202,610	 	
Cost of revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cost of subscriptions 	 	 	22,801	 	 	 	35,952	 	 	 	31,366	 	 	 	29,682	 	 	 	25,476	 	
 	Cost of perpetual licenses 	 	 	15,993	 	 	 	20,858	 	 	 	19,403	 	 	 	17,718	 	 	 	13,095	 	
 	Cost of services 	 	 	10,990	 	 	 	15,267	 	 	 	12,636	 	 	 	12,207	 	 	 	16,110	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total cost of revenues 	 	 	49,784	 	 	 	72,077	 	 	 	63,405	 	 	 	59,607	 	 	 	54,681	 	
Gross profit 	 	 	106,987	 	 	 	100,554	 	 	 	118,814	 	 	 	120,617	 	 	 	147,929	 	
Operating expenses: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Research and development 	 	 	25,222	 	 	 	32,091	 	 	 	34,008	 	 	 	35,288	 	 	 	40,526	 	
 	Selling and marketing 	 	 	61,500	 	 	 	70,412	 	 	 	70,307	 	 	 	69,431	 	 	 	74,686	 	
 	General and administrative(2) 	 	 	13,001	 	 	 	13,535	 	 	 	12,778	 	 	 	12,056	 	 	 	16,259	 	
 	Amortization of acquired intangibles 	 	 	4,053	 	 	 	2,549	 	 	 	2,475	 	 	 	2,682	 	 	 	6,487	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total operating expenses(3) 	 	 	103,776	 	 	 	118,587	 	 	 	119,568	 	 	 	119,457	 	 	 	137,958	 	
Income (loss) from operations 	 	 	3,211	 	 	 	(18,033	)	 	 	(754	)	 	 	1,160	 	 	 	9,971	 	
Interest expense, net 	 	 	(1,282	)	 	 	(2,834	)	 	 	(1,870	)	 	 	(1,461	)	 	 	(3,462	)	
Other income (expense), net 	 	 	(245	)	 	 	(860	)	 	 	695	 	 	 	—	 	 	 	188	 	
Arbitration settlements(4) 	 	 	1,596	 	 	 	—	 	 	 	13,563	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Income (loss) before income taxes 	 	 	3,280	 	 	 	(21,727	)	 	 	11,634	 	 	 	(301	)	 	 	6,697	 	
Provision (benefit) for income taxes 	 	 	1,082	 	 	 	(7,431	)	 	 	4,227	 	 	 	859	 	 	 	2,612	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income (loss) 	 	 	2,198	 	 	 	(14,296	)	 	 	7,407	 	 	 	(1,160	)	 	 	4,085	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Deemed dividends on redeemable Series A preferred stock, Senior Class C common stock and Class D common stock(5) 	 	 	—	 	 	 	696	 	 	 	2,396	 	 	 	2,396	 	 	 	7,014	 	
Cash dividends on redeemable Senior Class C common stock(5) 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,315	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income (loss) applicable to common stockholders 	 	$	2,198	 	 	$	(14,992	)	 	$	5,011	 	 	$	(3,556	)	 	$	(5,244	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income (loss) per share(6): 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic and Diluted 	 	$	0.10	 	 	$	(0.66	)	 	$	0.22	 	 	$	(0.15	)	 	$	(0.23	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Shares used in computing net income (loss) per share(6): 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic 	 	 	21,657,500	 	 	 	22,862,957	 	 	 	22,658,837	 	 	 	22,981,646	 	 	 	23,161,495	 	
 	Diluted 	 	 	21,888,435	 	 	 	22,862,957	 	 	 	22,853,796	 	 	 	22,981,646	 	 	 	23,161,495	 	

(1)	Reflects the following acquisitions: (a) on December 26, 2000, we purchased the civil engineering, plot services and raster-conversion software product lines from Intergraph Corporation and (b) on September 18, 2001, we acquired Geopak Corporation. The operating results of these entities have been included in the financial information presented from the respective dates of the acquisitions. 	
 		
(2)	Includes non-cash based compensation charges of $674 for the year ended December 31, 2001 and $1,032 for the year ended December 31, 1999 relating to the extension of the terms of certain employee stock options. 	
- 4 - 

		
(3)	Includes incentive compensation for the five Bentley brothers named in the Summary Compensation Table. See “Management — Executive Compensation — Summary Compensation Table.” The annual aggregate amounts paid under this arrangement were $2,460, $675, $1,596, $1,783 and $4,293 for each of the five years ended December 31, 2001. This incentive arrangement will be replaced following this offering with the employment agreements described in “Management — Employment Agreements.” 	
 		
(4)	Represents net gain on settlements of arbitration. See Note 4 to our Consolidated Financial Statements. 	
 		
(5)	Reflects cash dividends paid of $1,517 and accrued dividends of $798 on the Senior Class C common stock and deemed dividend for accretion to redemption value on Series A preferred stock, Senior Class C common stock and Class D common stock. Upon the closing of this offering, the Series A preferred stock, Senior Class C common stock and Class D common stock will be automatically converted into common stock and accordingly no deemed dividends will be reflected on the consolidated statements of operations thereafter. 	
 		
(6)	See Note 1 to our Consolidated Financial Statements. 	
       The following table provides consolidated balance sheet data: 
			
 	•	on an actual basis; 	
 		
 	•	on a pro forma basis to give effect, upon the closing of this offering, to the redesignation of our Class A common stock as “common stock,” the conversion of all other outstanding capital stock into our common stock and the issuance of shares of our common stock upon the automatic exercise, on a net issuance basis as of March 31, 2002, of certain warrants held by certain of our executive officers and others, as if each had occurred on December 31, 2001; and 	
 		
 	•	on a pro forma as adjusted basis to give further effect to the issuance of                     shares of our common stock for the proposed acquisition of the remainder of Rebis, our sale of                     shares of our common stock at an assumed initial public offering price of $          per share and the application of the net proceeds as described under “Use of Proceeds,” including the payment of $           million in cash to fund a portion of the proposed acquisition of the remainder of Rebis, as if each had occurred on December 31, 2001. 	

		December 31, 2001	
			
				Pro Forma	
		Actual		Pro Forma		As Adjusted	
							
				(unaudited)		(unaudited)	
Consolidated Balance Sheet Data:	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents 	 	$	12,994	 	 	 	 	 	 	 	 	 	
Total current assets 	 	 	87,747	 	 	 	 	 	 	 	 	 	
Total assets 	 	 	161,738	 	 	 	 	 	 	 	 	 	
Current portion of deferred subscriptions revenues 	 	 	56,485	 	 	 	 	 	 	 	 	 	
Short-term borrowings and current maturities of long-term debt 	 	 	10,131	 	 	 	 	 	 	 	 	 	
Total current liabilities 	 	 	96,893	 	 	 	 	 	 	 	 	 	
Long-term debt 	 	 	14,386	 	 	 	 	 	 	 	 	 	
Redeemable convertible securities 	 	 	41,093	 	 	 	 	 	 	 	 	 	
Total stockholders’ equity 	 	 	274	 	 	 	 	 	 	 	 	 	
- 5 - 

RISK FACTORS 
        Before you invest in our common stock, you should be aware of various risks, including those described below. You should consider carefully these risk factors, together with all of the other information included in this prospectus, before you decide to purchase shares of our common stock. 
Risks Related to Our Business and Industry 
Our quarterly revenues fluctuate in ways that could adversely impact our operating results and 
our stock price. 
        Our revenues are difficult to predict and fluctuate substantially from quarter to quarter. Our actual revenues in a quarter could fall below expectations, which could lead to a decline in our stock price. Our quarterly revenues may fluctuate and may be difficult to forecast for a variety of reasons, including the following: 
			
 	•	a higher concentration of sales in the fourth quarter as a result of information technology spending patterns; 	
 		
 	•	postponement or cancellation of orders for new perpetual licenses or subscriptions due to changes in general economic conditions or in strategic priorities, project objectives, budget or personnel of our users; 	
 		
 	•	variability in user evaluations and the duration of internal approval and expenditure authorizations; 	
 		
 	•	changes in the pricing of our products and services or those of our competitors; 	
 		
 	•	variability in the mix of our revenues from subscriptions, perpetual licenses and services; and 	
 		
 	•	unpredictability in users’ purchasing decisions due to the number, timing and significance of software product enhancements and new software product announcements by us and our competitors. 	
We cannot ensure that our revenues will grow or that we will maintain profitability. 
        We suffered net losses in 2000 and 1998. Growth in our revenues is dependent upon increased levels of spending on information technology by our existing and new users, especially on our discipline-specific applications and collaboration servers, and on overall economic growth. Competition in the marketplace may require us to increase our operating expenses in the future in order to: 
			
 	•	develop our direct sales force and increase our sales and marketing efforts; 	
 		
 	•	broaden our user support and other services offerings; and 	
 		
 	•	expand our administrative resources. 	
        We have also experienced fluctuation in operating results in interim periods in certain geographic regions due to seasonality or regional economic conditions. To the extent that increases in our expenses precede or are not followed by increased revenues, our profitability will suffer. Our revenues must continue to grow and we must manage our expenses appropriately in order for us to maintain our profitability on a quarterly and annual basis. 
        Our operating expenses are based in part on our expectations for future revenues and are relatively fixed in the short term. Accordingly, any shortfall in our revenues could have an immediate and significant adverse effect on our operating results and stock price. You should not rely on our past results to predict our future performance. 
- 6 - 

An erosion of MicroStation’s market acceptance would have an adverse impact on our operating results because our MicroStation platform provides the foundation for the majority of our revenues. 
        We derive revenues from our MicroStation platform, discipline-specific applications that run on MicroStation and collaboration servers that are interoperable with our MicroStation platform. In 2001, we derived over half of our revenues from MicroStation perpetual licenses and the Bentley SELECT subscriptions covering MicroStation. We expect that current and future versions of MicroStation and our discipline-specific applications will continue to account for a large portion of our revenues in the foreseeable future. Our future financial performance will depend on the development and future commercial acceptance of our products and on the successful development, introduction and commercial acceptance of future products and upgrades. If our products or any future upgrades do not gain commercial acceptance, or if significant defects are found, demand for our products will decline, resulting in a significant reduction in our revenues. 
        MicroStation V8 reads and writes files in its own DGN format, as well as files in the DWG format developed by one of our competitors and which is used by programs and applications written by several of our competitors. Should the DWG file format be revised in such a way that MicroStation is unable to read and write to such files, demand for MicroStation may erode. 
Our growth depends on our ability to develop or acquire discipline-specific applications and 
collaboration servers. 
        The market for our MicroStation platform is mature. We cannot assure you that MicroStation will achieve greater penetration in our target industries. As a result, our growth will depend on our ability to develop or acquire discipline-specific applications and collaboration servers and successfully market these additional products in our targeted industries. 
We recently changed our distribution model, and we are unsure whether our new model will succeed. 
        In 2001, we initiated a strategy to change our distribution model for perpetual licenses from a predominantly resale model to one that emphasizes direct sales. Formerly, we sold perpetual licenses to our channel partners for resale to end users, with the channel partners retaining the difference between the prices they paid to us and the prices they charged to end users. Under our new model, we continue to rely on many of the same channel partners to help us identify and consummate sales to end users and pay a commission on perpetual licenses to these channel partners. Because we have only recently introduced this new distribution model in North America and have not yet implemented it globally, we are unsure whether or to what extent it will succeed. In addition, we have incurred and will continue to incur costs associated with our shift to this new distribution model. If our new distribution model is unsuccessful, we may lose channel partners, users and, consequently, sales and subscriptions. 
        We have recently announced another change to our distribution strategy, to take effect beginning in 2003, whereby certain users will be defined as corporate accounts and will be serviced solely by our direct sales force. 
        If our channel partners do not agree with any of the changes described above and decide to reduce or eliminate sales of our products or if we fail to identify, hire and retain effective members of our direct sales force, our operating results may be adversely impacted. 
We may not be able to complete the acquisition of the remainder of Rebis. 
        We expect that the acquisition of the remainder of Rebis will occur simultaneously with or soon after the closing of this offering. The acquisition is subject to certain closing conditions, including that our company shall not have suffered a material adverse effect. Accordingly, there can be no assurance that this pending acquisition will occur. We estimate the total remaining consideration to be $           million, of which 70% will be paid in cash and the remaining 30% will be paid in shares of our common stock, valued at the initial public offering price. If we are unable to close this acquisition, the net proceeds from this 
- 7 - 

offering that would have been used for the Rebis acquisition will be used to fund other possible acquisitions and for general corporate purposes. 
We may be unable to identify or complete suitable acquisitions and any acquisitions we do complete may disrupt our business operations, result in future impairment charges or be dilutive to our stockholders. 
        As part of our business strategy, we intend to pursue strategic acquisitions. We may be unable to identify suitable acquisitions. If we identify suitable candidates, we cannot assure you that we will be able to finance those acquisitions on commercially acceptable terms. If we acquire a company, we may have difficulty integrating its products, services, technologies or personnel into our operations or its key personnel may decide not to work for us. These difficulties could disrupt our ongoing business, distract our management and workforce, increase our expenses and adversely affect our operating results. We may incur significant debt or issue equity securities to pay for future acquisitions. The issuance of equity securities may be dilutive to our stockholders. 
        Our business acquisitions typically result in goodwill and other intangible assets which affects the amount of future period amortization expense. The determination of the value of such intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements. The value of intangible assets may be impaired in the future, resulting in changes to our operating results that could be material. 
Because our users are concentrated in five vertical industries, our operating results may be adversely affected by changes in one or more of these industries. 
        As a result of our focus on the transportation, manufacturing plants, building, utilities and government sectors, our financial results depend, in significant part, upon economic conditions in these sectors. Demand for our solutions may be reduced by a decline in overall demand for computer software and services or in demand for computer software and services in the vertical industries that we serve. An economic downturn or adverse change in the regulatory environment or business prospects for one or more of the industries we serve, or a change in the levels of government spending, may cause our users to reduce information technology spending. Accordingly, we cannot assure you that we will be able to increase or maintain our revenues from users in the vertical industries on which we currently focus our resources. 
Because the majority of our revenues is derived from providing Bentley SELECT to subscribers for a subscription fee, the cancellation of these subscriptions would adversely impact our business. 
        For the year ended December 31, 2001, we generated more than 60% of our total revenues through our subscriptions. We have expended significant financial and personnel resources on the assumption that our subscribers will not terminate these subscriptions. However, if users terminate their subscriptions due to market conditions, changing perceptions of the quality of our products or services or other factors, our revenues will significantly decrease and our business will suffer. 
We may be unable to retain or attract users if we do not develop new products or enhance our current products in response to technological changes and market demand. 
        Rapid technological change as well as changes in user requirements are characteristic of the software industry. New platforms and technologies are expected to be developed in the industries we serve. We are devoting significant resources to the development of new technologies, requiring a considerable investment of technical and financial resources. These investments may not generate sufficient revenues to offset their costs or generate expected returns. We will not compete effectively if we fail to: 
			
 	•	maintain and enhance our technological capabilities to correspond to emerging environments and standards; 	
 		
 	•	develop and market products and services that meet changing user needs; or 	
 		
 	•	anticipate or respond to technological changes on a cost-effective and timely basis. 	
- 8 - 

        In addition, a decline in the demand for information technology among our current and prospective users will result in decreased revenues or slower growth because our sales depend, in part, on our users’ demand for new or additional information technology systems and services. We must develop additional discipline-specific applications that satisfy the changing, specialized requirements of current and prospective users in our target industries. To the extent we determine that new technologies are required to remain competitive, the development, acquisition and implementation of such technologies may require us to make significant investments. We may not be able to fund these investments and these investments in new technologies may not result in commercially viable products, which would result in a loss of revenues and adversely affect our business and our operating results. 
Our international operations expose us to risks related to government regulation, intellectual property rights, collectibility of payments, exchange rate fluctuations and other risks, any of which could adversely impact our operating results. 
        We anticipate that international operations will continue to account for the same or an increasing portion of our revenues. Our revenues from sales outside North America constituted approximately 47% and 48% of our total revenues in 2000 and 2001, respectively. Risks inherent in our international operations include the following: 
			
 	•	unexpected changes in or differing regulatory practices and tariffs and trade barriers; 	
 		
 	•	difficulties in staffing and managing foreign operations; 	
 		
 	•	longer collection cycles for accounts receivable; 	
 		
 	•	increased cost and development time required to modify and translate our products for local markets; 	
 		
 	•	failure to identify suitable channel partners, systems integrators or other third-party vendors; 	
 		
 	•	differing foreign technical standards; 	
 		
 	•	regulatory, social, political, labor or economic conditions in a specific country or region; 	
 		
 	•	operating costs in many countries that are higher than in the United States; 	
 		
 	•	laws, policies and other regulatory requirements affecting trade and investment including loss or modification of exemptions for taxes and tariffs and import and export license requirements; 	
 		
 	•	exposure to different legal standards or risks; 	
 		
 	•	greater difficulty in protecting our intellectual property rights; and 	
 		
 	•	the impact of fluctuating exchange rates between the U.S. dollar and foreign currencies in markets where we do business. 	
We face competition from a number of software companies that have advantages due to their larger user base, greater name recognition, long operating and product development histories, greater international presence and substantially greater financial, technical and marketing resources. 
        The market for our software solutions has been and continues to be intensely competitive. Our competitors vary in size and in the scope of the products and services they offer. They include well established companies that have larger installed user bases. We encounter competition from a number of sources, including: 
			
 	•	technology companies providing content creation, management and publishing in transportation, manufacturing plants, building, utilities and government; 	
 		
 	•	vendors of factory planning solutions, including mechanical computer aided design; 	
 		
 	•	vendors of product lifecycle management solutions; 	
- 9 - 

			
 	•	generalized content management, document management and publishing vendors; 	
 		
 	•	horizontal, collaborative enterprise software vendors; 	
 		
 	•	systems integrators, who may advocate for alternative approaches or competitive solutions; and 	
 		
 	•	“in house” information technology departments or local technology providers that may develop technology that provides some or all of the functionality of our products and services. 	
        We expect to experience additional competition from companies that may consolidate complementary products and technologies or existing vendors who may enter any of the vertical industries we serve. Some competitors have become more aggressive with their pricing, payment terms or issuance of contractual implementation terms or guarantees. We may be unable to continue to compete successfully with new and existing competitors without lowering prices or offering other favorable terms. We expect the competitive environment to persist and intensify, which could negatively impact our operating results and market share. 
If we fail to adequately protect our intellectual property rights, if we are subject to intellectual property infringement claims of third parties or if we are unable to continue to license important third-party software, our business will be harmed. 
        We rely on a combination of contract, patent, copyright, trademark and trade secret laws and other measures to protect our intellectual property rights. The protective measures we have taken may not deter misappropriation of our intellectual property and proprietary information. A third party could obtain our proprietary information or may independently develop technologies that are less expensive or more effective than our technology. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. In addition, the laws of some countries in which our software products are, or may be, licensed do not protect our software products and intellectual property rights to the same extent as the laws of the United States. Enforcing our rights could be costly. 
        We may be subject to adverse claims or litigation alleging infringement by us of the intellectual property rights of others. As the number and functionality of our products increases, we become increasingly subject to the risk of infringement claims. If infringement claims are brought against us, our defense against these claims could distract management and we may have to expend significant funds and resources to defend or settle such claims. If we are found to infringe the intellectual property rights of others, we could be forced to pay significant license fees, royalties or damages for infringement. 
        As part of our standard license agreements, we agree to indemnify our users for some types of infringement claims under the laws of the United States and some foreign jurisdictions. If a claim against us were successful, we may be required to incur significant expense and pay substantial damages as we are unable to insure against this risk. Even if we were to prevail, the accompanying publicity could adversely impact the demand for our software. Provisions attempting to limit our liability in our standard agreements may be invalidated by unfavorable judicial decisions or by federal, state, local or foreign laws or ordinances. 
        We integrate third-party software into certain of our products, including MicroStation. We may not be able to renew our third-party licenses or develop or purchase alternative technology. Even if licenses for third-party software are available to us, they may not be available on commercially viable terms. If we cannot maintain licenses for important third-party software or develop or license similar technology on a timely or commercially viable basis, our business, financial condition and operating results could be harmed. 
If we are unable to retain Greg Bentley, Keith Bentley, Barry Bentley and other key personnel, our business will be adversely affected. 
        We are highly dependent on certain members of our management, including our Chief Executive Officer, Greg Bentley, and our Co-Chief Technology Officers, Keith Bentley and Barry Bentley. Greg, 
- 10 - 

Keith and Barry Bentley will be bound by employment agreements only for a limited duration. If any of our key personnel become unable or unwilling to continue in their present positions, our business and financial results could be adversely affected. 
If we are unable to attract, train and retain qualified personnel, specifically software engineers, sales and marketing personnel, professional services personnel and managerial personnel, we will be unable to develop, sell and service new products and increase our revenues. 
        If we are unable to attract, train and retain highly-skilled technical, sales and marketing, professional services and managerial personnel, we may be unable to compete effectively. Competition for personnel in the software industry is intense and, at times, we have had difficulty hiring qualified candidates within desired geographic locations, including near our headquarters in Exton, Pennsylvania, or with certain industry-specific expertise. Uncertainty created by turnover of key employees or the inability to attract, train or retain enough qualified personnel to support our growth could adversely affect our business and operating results. 
The New York Stock Exchange could delist us if we are unable to appoint one additional director who meets the NYSE’s independence requirements within 12 months following this offering. 
        The rules of the New York Stock Exchange require that we have an audit committee composed of three independent directors. A director is considered “independent” under these rules if, among other things, he or she is not one of our employees and has no other relationship that may interfere with the exercise of the director’s independence from management and our company. Two of our directors currently meet these requirements. If we are unable to appoint a third director within 12 months following this offering, our listing on the New York Stock Exchange could be jeopardized. Delisting could affect your ability to sell your shares and cause a decline in the market price of your shares. 
Terrorist attacks or threats or acts of war may negatively impact our business, financial condition and operating results. 
        Our business is affected by general economic conditions and fluctuations in consumer confidence and spending, as well as government and industry spending, which can decline as a result of numerous factors outside of our control, such as terrorist attacks and acts of war. Recent terrorist attacks in the United States, as well as events occurring in response to or in connection with them, including future terrorist attacks against United States targets and targets in other countries in which we do business, rumors or threats of war, actual conflicts involving the United States, its allies or other countries in which we do business, or military or trade disruptions impacting our users, may adversely impact our operations. As a result, there could be decreased sales of our products and services, increased costs from added security measures and extensions of time for payment of accounts receivable from our users. Any or a combination of these occurrences could have a material adverse effect on our business, financial condition and operating results. 
Risks Related to This Offering 
We have allocated approximately           % of the net proceeds of this offering to fund a portion of the Rebis acquisition and repay certain indebtedness and management may spend or invest the remaining net proceeds of this offering in ways with which you may not agree. 
        We intend to use the net proceeds of this offering to fund a portion of our acquisition of Rebis, repay certain indebtedness and for general corporate purposes, including capital expenditures and possible acquisitions and investments. We have broad discretion to determine the allocation of our net proceeds from this offering that will be used for general corporate purposes. You will not have an opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use these net proceeds. Our management’s failure to use these funds effectively could have a material adverse effect on our financial position and operating results. 
- 11 - 

Our use of Arthur Andersen as our independent auditors may adversely affect this offering and our business. 
        On March 14, 2002, Arthur Andersen LLP was indicted on federal obstruction of justice charges arising from the government’s investigation of Enron Corporation. Andersen has publicly stated that it intends to contest vigorously the indictment. This prospectus includes our consolidated financial statements, financial statements of Geopak Corporation and consolidated financial statements of Rebis, each audited by Andersen. The Securities and Exchange Commission has said that it will continue accepting financial statements audited by Andersen and interim financial statements reviewed by it, so long as Andersen is able to make certain representations to its clients. Our access to the capital markets and our ability to make timely SEC filings could be impaired if the SEC ceases accepting financial statements audited by Andersen, if Andersen becomes unable to make necessary representations to us or if for any reason, including the loss of key members of our audit team from Andersen, Andersen is unable to perform required audit services for us in a timely manner. In such a case, we would promptly seek to engage new independent auditors, but such actions could disrupt our operations and affect the price and liquidity of our common stock. 
A large number of shares may be sold in the market following this offering, which may cause our common stock price to significantly decline. 
        Sales of a substantial number of shares of our common stock in the public market by our stockholders after this offering, or the perception that these sales are likely to occur, could cause the market price of our common stock to decline and could impair our ability to raise capital through the sale of additional equity securities. Based on shares outstanding as of March 31, 2002, upon completion of this offering we will have outstanding            million shares of common stock, assuming that the underwriters do not exercise their over-allotment option. Of these            million shares,            million — including the shares sold in this offering — will be freely tradable, without restriction, in the public market immediately after the offering is completed. After the lockup agreements pertaining to this offering expire 180 days from the date of this prospectus, an additional            million shares will be eligible for sale in the public market. In addition, if all outstanding and vested options and warrants were fully exercised,            shares would be available for sale 90 days from the date of this prospectus and an additional            shares would be available 180 days from the date of this prospectus. 
An active public market for our common stock may not develop, which would impede your ability to sell your shares and could cause our common stock price to decline. 
        Before this offering, no public market existed for our common stock. If you purchase shares of common stock in this offering, you will pay a per share price that was not established in a public trading market. Rather, you will pay the per share price that we negotiated with the representatives of the underwriters. An active public market for our common stock may not develop or be sustained after this offering, which would affect your ability to sell your shares and would cause a decline in the market price of your shares. The market price of your shares may fall below the initial public offering price. 
Our executive officers and directors and their affiliates will own           % of our outstanding common stock after this offering which may significantly lessen the impact of your voting rights. 
        We anticipate that our executive officers and directors, together with their affiliates, will beneficially own an aggregate of approximately           % of our outstanding common stock following the completion of this offering. These stockholders may be able to exercise substantial influence over our actions that require stockholder approval, including electing directors and approving significant corporate transactions. In addition, three of the Bentley brothers, Greg, Keith and Barry Bentley, currently represent a majority of the board of directors and will continue to represent a majority immediately following this offering. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company, which could cause our stock price to decline. We cannot assure you that these stockholders will vote their shares in a manner that is consistent with your preferences. 
- 12 - 

Anti-takeover provisions in our certificate of incorporation and by-laws could discourage or prevent an acquisition of our company and could affect the price of our common stock. 
        Provisions of the amended and restated certificate of incorporation and amended and restated by-laws that we intend to adopt before the closing of this offering may inhibit changes of control that are not approved by our board of directors. These include a classified board of directors with staggered, three-year terms, board ability to designate and issue our authorized but undesignated preferred stock, a prohibition on stockholder actions by written consent, a prohibition on stockholder ability to call special meetings and advance notice for nominations of directors and stockholders’ proposals. In addition, as a Delaware corporation, we will be subject to Section 203 of the Delaware General Corporation Law which, in general, prevents an interested stockholder, defined generally as a person owning 15% or more of the corporation’s outstanding voting stock, from engaging in a business combination, as defined, for three years following the date that person became an interested stockholder unless specified conditions are satisfied. 
        Our certificate of incorporation and by-law provisions and Delaware law could diminish the opportunities for a stockholder to participate in tender offers, including tender offers at prices above the then current fair market value of our common stock, that could result from takeover attempts. In addition, our certificate of incorporation will allow our board of directors to issue, without further stockholder approval, preferred stock that could have the effect of delaying, deferring or preventing a change in control. The issuance of preferred stock also could adversely affect the voting power of the holders of our common stock, including the loss of voting control to others. The provisions of our certificate of incorporation and by-laws, as well as provisions of Delaware law, may have the effect of discouraging or preventing an acquisition of our business. These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. 
The stockholder rights plan we intend to adopt will also have anti-takeover effects. 
        The stockholder rights plan that we expect to adopt is designed to protect our stockholders in the event of unsolicited offers to acquire us and other coercive takeover tactics that, in the opinion of our board of directors, could impair its ability to adequately represent stockholder interests. The provisions of the stockholder rights plan may render an unsolicited takeover more difficult or less likely to occur or might prevent such a takeover, even though such a takeover may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price and may be favored by a majority of our stockholders. 
As a new investor, you will experience immediate dilution of           % in the book value of your common stock and will experience additional dilution as outstanding options and warrants are exercised. 
        The per share net tangible book value of common stock you purchase in this offering will be less than the initial public offering per share price you paid for such common stock. Accordingly, if you purchase common stock in this offering at an initial public offering price of $          per share, you will incur immediate and substantial dilution of $          per share, which equals the difference between your purchase price per share and the net tangible book value per share. Prior investors paid lower per share prices than the initial public offering price. In addition, we have issued a significant number of options and warrants to purchase common stock at prices significantly below the initial public offering price. As of March 31, 2002 and giving effect to this offering, we had outstanding options to purchase 3,957,946 shares of common stock at a weighted average exercise price of $5.75 per share and outstanding warrants to purchase up to 988,290 shares of common stock at an exercise price of $10.17 per share. To the extent these outstanding options and warrants are exercised, there will be further dilution to our investors. 
        In addition, the board of directors will adopt two new stock option plans that will become effective on or before the closing of this offering. Issuance of common stock upon the exercise of options issued under these new plans will have the effect of further diluting our investors. 
- 13 - 

FORWARD-LOOKING STATEMENTS 
        This prospectus contains forward-looking statements within the meaning of the federal securities laws that relate to future events or our future financial performance and that are based on our current expectations, estimates and projections. In some cases, you can identify forward-looking statements by terminology, such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential” or “continue” or the negative of such terms or other comparable terminology, although not all forward-looking statements contain such terms. In addition, these forward-looking statements include, but are not limited to, statements regarding: 
			
 	•	implementing our business strategy; 	
 		
 	•	impact of changes in our distribution model; 	
 		
 	•	marketing and commercializing our products and services under development; 	
 		
 	•	plans for future products and services and for enhancements of existing products and services; 	
 		
 	•	our intellectual property; 	
 		
 	•	our estimates of future revenues and profitability; 	
 		
 	•	our expectations regarding future expenses, including research and development, sales and marketing and general and administrative expenses; 	
 		
 	•	our use of the net proceeds from this offering; 	
 		
 	•	our estimates regarding our capital requirements and our needs for additional financing; 	
 		
 	•	attracting and retaining users and employees; 	
 		
 	•	rapid technological changes in our industry and relevant markets; 	
 		
 	•	sources of revenues and anticipated revenues; 	
 		
 	•	our sensitivity to changes in foreign exchange rates and interest rates; 	
 		
 	•	impact of changes in accounting standards; 	
 		
 	•	plans for future acquisitions and for the integration of recent acquisitions; and 	
 		
 	•	competition in our market. 	
        These statements are only predictions and involve risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are not required to and do not intend to update any of the forward-looking statements after the date of this prospectus or to conform these statements to actual results. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur. Actual results, levels of activity, performance, achievements and events may vary significantly from those implied by the forward-looking statements. A description of risks that could cause our results to vary appears under “Risk Factors” and elsewhere in this prospectus. 
        In this prospectus, we refer to information regarding our potential markets and other industry data. We believe that we have obtained this information from reliable sources that customarily are relied upon by companies in our industry, but we have not independently verified any of this information. 
- 14 - 

USE OF PROCEEDS 
        We estimate that we will receive net proceeds of approximately $           million from the sale of shares of our common stock in this offering. If the underwriters exercise their over-allotment option in full, we estimate that we will receive total net proceeds of approximately $           million. These net proceeds are based upon an assumed initial public offering price of $          per share and are calculated after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares by the selling stockholder. 
        We intend to use: 
			
 	•	an estimated $           million of the net proceeds to fund a portion of the proposed acquisition of the remainder of Rebis, a leading developer of discipline-specific applications for the manufacturing plants industry, in a transaction more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Acquisitions — Rebis”; 	
 		
 	•	approximately $15.2 million of the net proceeds to repay a promissory note issued in connection with our acquisition of certain product lines from Intergraph Corporation on December 26, 2000. The note bears interest at an annual rate of 9.5% and has a maturity date of December 1, 2003; and 	
 		
 	•	the remaining net proceeds from this offering for general corporate purposes, including working capital, capital expenditures and possible acquisitions. We currently have no agreements with respect to material acquisitions other than the Rebis acquisition. 	
        The amount and timing of our uses of the net proceeds from this offering may vary significantly depending upon a number of factors, including our revenue growth, asset growth, cash flow and acquisition activities. Pending our use of the net proceeds of this offering, we intend to invest the net proceeds from this offering in interest-bearing, investment-grade securities. 
DIVIDEND POLICY 
        We have not paid any cash dividends on our Class A common stock for the last five years and have never paid cash dividends on our Class B common stock or Class D common stock. We pay quarterly dividends on our Senior Class C common stock. In 2001, we paid approximately $1.5 million in dividends on the Senior Class C common stock. In addition, we had accrued but unpaid dividends as of December 31, 2001 of approximately $0.8 million, which have since been paid. 
        Upon the closing of this offering, our Class A common stock will be redesignated “common stock” and our outstanding shares of Class B common stock, Senior Class C common stock, Class D common stock and Series A preferred stock will be converted into shares of our common stock. 
        We do not anticipate paying cash dividends on our common stock after this offering. Our policy is to retain cash for our operations and the expansion of our business. Our senior secured credit facility contains covenants limiting our ability to pay cash dividends under certain circumstances. 
- 15 - 

CAPITALIZATION 
        The following table summarizes our capitalization as of December 31, 2001: 
			
 	•	on an actual basis; 	
 		
 	•	on a pro forma basis to give effect, upon the closing of this offering, to the redesignation of our Class A common stock as “common stock,” the conversion of all other outstanding capital stock into our common stock and the issuance of shares of our common stock upon the automatic exercise, on a net issuance basis as of March 31, 2002, of certain warrants held by certain of our executive officers and others, as if each had occurred on December 31, 2001; and 	
 		
 	•	on a pro forma as adjusted basis to give further effect to the issuance of                      shares of our common stock for the proposed acquisition of the remainder of Rebis, our sale of                      shares of our common stock at an assumed initial public offering price of $          per share and the application of the net proceeds as described under “Use of Proceeds,” including the payment of $           million in cash to fund a portion of the proposed acquisition of the remainder of Rebis, as if each had occurred on December 31, 2001. 	
        You should read this table together with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related notes included elsewhere in this prospectus. 

		December 31, 2001	
			
				Pro Forma	
		Actual		Pro Forma		As Adjusted	

		(in thousands, except share data)	
				(unaudited)		(unaudited)	
Short-term borrowings and current maturities of long-term debt 	 	$	10,131	 	 	$	 	 	 	$	 	 	
Long-term debt 	 	 	14,386	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	
 	Total short-term borrowings and long-term debt 	 	 	24,517	 	 	 	 	 	 	 	 	 	
Redeemable convertible securities: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Redeemable convertible Series A preferred stock 	 	 	24,753	 	 	 	 	 	 	 	 	 	
 	Redeemable convertible Senior Class C common stock 	 	 	8,690	 	 	 	 	 	 	 	 	 	
 	Redeemable convertible Class D common stock 	 	 	5,910	 	 	 	 	 	 	 	 	 	
 	Redeemable common stock warrants 	 	 	1,740	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	
 	 	Total redeemable convertible securities 	 	 	41,093	 	 	 	 	 	 	 	 	 	
Stockholders’ equity: 	 	 	 	 	 	 	 	 	 	 	 	 	
Preferred stock, par value $0.01, 1,552,450 shares authorized, issued and outstanding, actual (see Redeemable convertible Series A preferred stock above); 10,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted 	 	 	—	 	 	 	 	 	 	 	 	 	
Class A and Class B common stock, par value $0.01, 90,000,000 shares authorized, 24,959,724 shares issued and 22,927,974 shares outstanding, actual; Common Stock, par value $0.01, 100,000,000 shares authorized, pro forma and pro forma as adjusted;           shares issued and          shares outstanding, pro forma;           shares issued and          shares outstanding, pro forma as adjusted 	 	 	250	 	 	 	 	 	 	 	 	 	
 	Additional paid-in capital 	 	 	18,250	 	 	 	 	 	 	 	 	 	
 	Notes receivable from stockholders 	 	 	(6,241	)	 	 	 	 	 	 	 	 	
 	Other comprehensive loss 	 	 	(7,632	)	 	 	 	 	 	 	 	 	
 	Retained earnings 	 	 	6,254	 	 	 	 	 	 	 	 	 	
 	Treasury stock — 2,031,750 shares at cost 	 	 	(10,607	)	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	
 	 	Total stockholders’ equity 	 	 	274	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	Total capitalization 	 	$	65,884	 	 	$	 	 	 	$	 	 	
 	 	 		 	 	 		 	 	 		 	
- 16 - 

        The table excludes, as of December 31, 2001: 
			
 	•	3,960,146 shares of common stock issuable upon exercise of options outstanding at a weighted average exercise price of $5.75 per share on an actual basis and                      shares of common stock issuable upon exercise of options outstanding to be assumed in connection with the proposed acquisition of the remainder of Rebis at a weighted average exercise price of $          per share on a pro forma as adjusted basis; 	
 		
 	•	3,523,474 shares of common stock issuable upon exercise of warrants outstanding on an actual basis and 988,290 shares of common stock issuable upon exercise of warrants outstanding at an exercise price of $10.17 per share on a pro forma and pro forma as adjusted basis; and 	
 		
 	•	2,100,000 additional shares of common stock that will be available for future issuance under our stock option plans. 	
- 17 - 

DILUTION 
Pro Forma Net Tangible Book Value 
        The pro forma net tangible book value of our common stock was approximately $           million, or approximately $          per share, as of December 31, 2001. Pro forma net tangible book value per share represents the amount of our total tangible assets less total liabilities divided by the number of shares of common stock outstanding. We calculated pro forma net tangible book value assuming each of the following occurred on December 31, 2001: 
			
 	•	the redesignation of our Class A common stock as “common stock” and the conversion of all other outstanding capital stock into our common stock; 	
 		
 	•	the sale of the common stock offered hereby; 	
 		
 	•	the issuance of shares of our common stock in connection with the proposed acquisition of the remainder of Rebis and the associated intangibles acquired in connection with this acquisition; and 	
 		
 	•	the issuance, upon closing of this offering, of shares of our common stock upon the automatic exercise, on a net issuance basis as of March 31, 2002, of certain warrants held by certain of our executive officers and others. 	
Dilution After This Offering 
        Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of our common stock in this offering and the net tangible book value per share of our common stock immediately after this offering. 
        Assuming our sale of                      shares of common stock offered by this prospectus at an assumed initial public offering price of $          per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses, our pro forma net tangible book value as of December 31, 2001 would have been approximately $           million or $          per share. This represents an immediate increase in net tangible book value of $          per share to the existing stockholders and an immediate dilution of $          per share to new investors purchasing common stock in this offering. 
The table below illustrates this dilution: 
 	 	 	 	 	 	 	 	 	 	
Initial public offering price per share 	 	 	 	 	 	$	 	 	
 	Pro forma net tangible book value per share 	 	$	 	 	 	 	 	 	
 	Increase per share attributable to new investors 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 	 	 	
Pro forma net tangible book value per share after offering 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 		 	
Pro forma dilution per share to new investors 	 	 	 	 	 	$	 	 	
 	 	 	 	 	 	 		 	
Differences Between New and Existing Stockholders in Number of Shares and Amount Paid 
        The table below summarizes, on a pro forma basis, as of December 31, 2001, the differences between the number of shares of common stock purchased from us, the total consideration paid and the average price per share paid by existing stockholders and by the new investors purchasing shares in this offering. We assumed an initial public offering price of $          per share and we have not deducted the estimated underwriting discounts and commissions and estimated offering expenses in our calculations. 

		Shares Purchased		Total Consideration			
						Average Price	
		Number		Percent		Amount		Percent		Per Share	
											
Existing stockholders 	 	 	 	 	 	 	 	%	 	$	 	 	 	 	 	%	 	$	 	 	
New investors 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 	 	 	
 	Total 	 	 	 	 	 	 	100.0	%	 	 	 	 	 	$	100.0	%	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 	 	 	
- 18 - 

        If the underwriters exercise the over-allotment option in full: 
			
 	•	the number of shares of common stock held by existing stockholders will decrease to approximately           % of the total number of shares of our outstanding common stock; and 	
 		
 	•	the number of shares held by new investors will increase to                     , or approximately           % of the total number of shares of our common stock outstanding after completion of this offering. 	
        The foregoing excludes as of December 31, 2001: 
			
 	•	3,960,146 shares of common stock issuable upon exercise of options outstanding at a weighted average exercise price of $5.75 per share on an actual basis and                      shares of common stock issuable upon exercise of options outstanding to be assumed in connection with the proposed acquisition of the remainder of Rebis, at a weighted average exercise price of $          per share, on a pro forma as adjusted basis; 	
 		
 	•	988,290 shares of common stock issuable upon exercise of warrants outstanding at an exercise price of $10.17 per share, on a pro forma basis; and 	
 		
 	•	2,100,000 additional shares of common stock that will be available for future issuance under our stock option plans. 	
        The exercise of options or warrants outstanding that have an exercise price less than the initial public offering price will increase dilution to new investors. 
- 19 - 

SELECTED CONSOLIDATED FINANCIAL DATA 
(in thousands, except share and per share data) 
        The following tables have been derived from, and summarize, our audited consolidated financial statements and should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and other information contained in this prospectus. 

		Year Ended December 31,	
			
		1997		1998		1999		2000		2001	
											
Consolidated Statement of Operations Data(1):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Subscriptions 	 	$	53,374	 	 	$	78,177	 	 	$	90,915	 	 	$	96,830	 	 	$	123,642	 	
 	Perpetual licenses 	 	 	94,224	 	 	 	80,350	 	 	 	78,450	 	 	 	70,251	 	 	 	61,463	 	
 	Services 	 	 	9,173	 	 	 	14,104	 	 	 	12,854	 	 	 	13,143	 	 	 	17,505	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total revenues 	 	 	156,771	 	 	 	172,631	 	 	 	182,219	 	 	 	180,224	 	 	 	202,610	 	
Cost of revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cost of subscriptions 	 	 	22,801	 	 	 	35,952	 	 	 	31,366	 	 	 	29,682	 	 	 	25,476	 	
 	Cost of perpetual licenses 	 	 	15,993	 	 	 	20,858	 	 	 	19,403	 	 	 	17,718	 	 	 	13,095	 	
 	Cost of services 	 	 	10,990	 	 	 	15,267	 	 	 	12,636	 	 	 	12,207	 	 	 	16,110	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total cost of revenues 	 	 	49,784	 	 	 	72,077	 	 	 	63,405	 	 	 	59,607	 	 	 	54,681	 	
Gross profit 	 	 	106,987	 	 	 	100,554	 	 	 	118,814	 	 	 	120,617	 	 	 	147,929	 	
Operating expenses: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Research and development 	 	 	25,222	 	 	 	32,091	 	 	 	34,008	 	 	 	35,288	 	 	 	40,526	 	
 	Selling and marketing 	 	 	61,500	 	 	 	70,412	 	 	 	70,307	 	 	 	69,431	 	 	 	74,686	 	
 	General and administrative(2) 	 	 	13,001	 	 	 	13,535	 	 	 	12,778	 	 	 	12,056	 	 	 	16,259	 	
 	Amortization of acquired intangibles 	 	 	4,053	 	 	 	2,549	 	 	 	2,475	 	 	 	2,682	 	 	 	6,487	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total operating expenses(3) 	 	 	103,776	 	 	 	118,587	 	 	 	119,568	 	 	 	119,457	 	 	 	137,958	 	
Income (loss) from operations 	 	 	3,211	 	 	 	(18,033	)	 	 	(754	)	 	 	1,160	 	 	 	9,971	 	
Interest expense, net 	 	 	(1,282	)	 	 	(2,834	)	 	 	(1,870	)	 	 	(1,461	)	 	 	(3,462	)	
Other income (expense), net 	 	 	(245	)	 	 	(860	)	 	 	695	 	 	 	—	 	 	 	188	 	
Arbitration settlements(4) 	 	 	1,596	 	 	 	—	 	 	 	13,563	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Income (loss) before income taxes 	 	 	3,280	 	 	 	(21,727	)	 	 	11,634	 	 	 	(301	)	 	 	6,697	 	
Provision (benefit) for income taxes 	 	 	1,082	 	 	 	(7,431	)	 	 	4,227	 	 	 	859	 	 	 	2,612	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income (loss) 	 	 	2,198	 	 	 	(14,296	)	 	 	7,407	 	 	 	(1,160	)	 	 	4,085	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Deemed dividends on redeemable Series A preferred stock, Senior Class C common stock and Class D common stock(5) 	 	 	—	 	 	 	696	 	 	 	2,396	 	 	 	2,396	 	 	 	7,014	 	
Cash dividends on redeemable Senior Class C common stock(5) 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,315	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income (loss) applicable to common stockholders 	 	$	2,198	 	 	$	(14,992	)	 	$	5,011	 	 	$	(3,556	)	 	$	(5,244	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income (loss) per share(6): 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic and Diluted 	 	$	0.10	 	 	$	(0.66	)	 	$	0.22	 	 	$	(0.15	)	 	$	(0.23	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Shares used in computing net income (loss) per share(6): 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic 	 	 	21,657,500	 	 	 	22,862,957	 	 	 	22,658,837	 	 	 	22,981,646	 	 	 	23,161,495	 	
 	Diluted 	 	 	21,888,435	 	 	 	22,862,957	 	 	 	22,853,796	 	 	 	22,981,646	 	 	 	23,161,495	 	

(1)	Reflects the following acquisitions: (a) on December 26, 2000, we purchased the civil engineering, plot services and raster-conversion software product lines from Intergraph Corporation and (b) on September 18, 2001, we acquired Geopak Corporation. The operating results of these entities have been included in the financial information presented from the respective dates of the acquisitions. 	
- 20 - 

		
(2)	Includes non-cash based compensation charges of $674 for the year ended December 31, 2001 and $1,032 for the year ended December 31, 1999 relating to the extension of the terms of certain employee stock options. 	
 		
(3)	Includes incentive compensation for the five Bentley brothers named in the Summary Compensation Table. See “Management — Executive Compensation — Summary Compensation Table.” The annual aggregate amounts paid under this arrangement were $2,460, $675, $1,596, $1,783 and $4,293 for each of the five years ended December 31, 2001. This incentive arrangement will be replaced following this offering with the employment agreements described in “Management — Employment Agreements.” 	
 		
(4)	Represents net gain on settlements of arbitration. See Note 4 to our Consolidated Financial Statements. 	
 		
(5)	Reflects cash dividends paid of $1,517 and accrued dividends of $798 on the Senior Class C common stock and deemed dividend for the accretion to redemption value on Series A preferred stock, Senior Class C common stock and Class D common stock. Upon completion of this offering, the Series A preferred stock, Senior Class C common stock and Class D common stock will be automatically converted into common stock and accordingly no deemed dividends will be reflected on the consolidated statements of operations thereafter. 	
 		
(6)	See Note 1 to our Consolidated Financial Statements. 	
       The following table provides selected consolidated balance sheet data: 
			
 	•	on an actual basis; 	
 		
 	•	on a pro forma basis to give effect, upon the closing of this offering, to the redesignation of our Class A common stock as “common stock,” the conversion of all other outstanding capital stock into our common stock and the issuance of shares of our common stock upon the automatic exercise, on a net issuance basis as of March 31, 2002, of certain warrants held by certain of our executive officers and others, as if each had occurred on December 31, 2001; and 	
 		
 	•	on a pro forma as adjusted basis to give further effect to the issuance of                shares of our common stock for the proposed acquisition of the remainder of Rebis, our sale of                shares of our common stock at an assumed initial public offering price of $          per share and the application of the net proceeds as described under “Use of Proceeds,” including the payment of $           million in cash to fund a portion of the proposed acquisition of the remainder of Rebis, as if each had occurred on December 31, 2001. 	

		December 31,	
			
				Pro Forma	
		1997		1998		1999		2000		2001		Pro Forma		As Adjusted	
															
												(unaudited)		(unaudited)	
			
		(in thousands)	
Consolidated Balance Sheet Data: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents 	 	$	4,893	 	 	$	6,985	 	 	$	8,440	 	 	$	6,437	 	 	$	12,994	 	 	 	 	 	 	 	 	 	
Total current assets 	 	 	62,986	 	 	 	93,259	 	 	 	83,878	 	 	 	83,494	 	 	 	87,747	 	 	 	 	 	 	 	 	 	
Total assets 	 	 	95,950	 	 	 	129,258	 	 	 	113,908	 	 	 	140,470	 	 	 	161,738	 	 	 	 	 	 	 	 	 	
Current portion of deferred subscriptions revenues 	 	 	18,566	 	 	 	29,161	 	 	 	40,117	 	 	 	42,946	 	 	 	56,485	 	 	 	 	 	 	 	 	 	
Short-term borrowings and current maturities of long-term debt 	 	 	14,718	 	 	 	24,781	 	 	 	17,021	 	 	 	22,707	 	 	 	10,131	 	 	 	 	 	 	 	 	 	
Total current liabilities 	 	 	60,754	 	 	 	86,370	 	 	 	78,919	 	 	 	93,406	 	 	 	96,893	 	 	 	 	 	 	 	 	 	
Long-term debt 	 	 	8,849	 	 	 	13,221	 	 	 	9,650	 	 	 	13,560	 	 	 	14,386	 	 	 	 	 	 	 	 	 	
Redeemable convertible securities 	 	 	—	 	 	 	14,506	 	 	 	16,902	 	 	 	23,612	 	 	 	41,093	 	 	 	 	 	 	 	 	 	
Total stockholders’ equity 	 	 	25,541	 	 	 	13,515	 	 	 	2,516	 	 	 	3,696	 	 	 	274	 	 	 	 	 	 	 	 	 	
- 21 - 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
        The following should be read with our Consolidated Financial Statements and the Notes to those statements and other financial information appearing elsewhere in this prospectus. The discussion in this prospectus contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this prospectus should be read as applying to all related forward-looking statements wherever they appear in this prospectus. Our actual results could differ materially from those discussed here. Factors that could cause or contribute to these differences include those discussed in “Risk Factors,” as well as those discussed elsewhere in this prospectus. 
Overview 
        We are a global provider of collaborative software solutions that enable our users to create, manage and publish architectural, engineering and construction (AEC) content. Our software solutions enable our users to design, engineer, build and operate large constructed assets such as roadways, bridges, buildings, industrial and power plants and utility networks. We focus on five vertical industries that deploy such assets: transportation, manufacturing plants, building, utilities and government. In addition, we provide professional services for our software solutions, including implementation, integration, customization and training. 
        Revenues. We generate revenues from subscriptions, perpetual licenses and services. Our subscriptions revenues consist of annual recurring fees that our users pay for Bentley SELECT. Coverage under Bentley SELECT includes the right to use our products on a concurrent license basis and access to maintenance and technical support, product updates, upgrades and enhancements. Subscriptions revenues include Bentley SELECT coverage for separately sold perpetual licenses. Subscriptions revenues also include annual and monthly term licenses under the Bentley SELECT subscription program. We began offering term licenses with the introduction of our Geopak software product lines in 1996. In April 2002, we expanded our subscription program to include annual and monthly term licenses for additional Bentley software solutions and a comprehensive enterprise subscription program for our largest users. We actively market the benefits of our Bentley SELECT subscription program and expect to continue deriving a larger percentage of total revenues from our recurring subscription base in future periods. As a percentage of total revenues, subscriptions revenues were 49.9%, 53.7% and 61.0% in 1999, 2000 and 2001, respectively. 
        We recognize revenues from subscriptions ratably over the duration of the contract. The duration of the initial Bentley SELECT subscription contract is typically two years and we also offer licenses for monthly or annual terms. These contracts automatically renew for successive terms, unless terminated. Billings in advance of providing these services are recorded as deferred subscriptions revenues. We recognize revenues from perpetual licenses when persuasive evidence of an agreement exists, delivery has occurred, the fee is fixed or determinable, collectibility is considered probable and there are no remaining obligations. Our professional services consist of implementation, integration, customization and training. We recognize revenues for these services as they are performed. 
        Cost of Revenues. Cost of subscriptions revenues includes our internal salaries and related costs associated with servicing Bentley SELECT subscribers, as well as channel partner compensation for providing sales coverage and support to our Bentley SELECT subscribers. Cost of perpetual licenses includes channel partner compensation, royalties to certain technology providers, amortization of software translation costs, user manuals, the costs of diskettes and packaging materials and shipping and handling costs. Cost of services includes salaries for internal and third party personnel and related overhead costs for providing implementation, integration, customization and training services to our users. 
        Operating Expenses. Our operating expenses include research and development, selling and marketing and general and administrative expenses. Research and development expenses consist primarily 
- 22 - 

of salaries and benefits for software development engineers, third party development fees, costs of computer equipment used in software development and facilities costs. Selling expenses consist primarily of salaries and sales commissions paid to our sales employees, travel expenses and facilities costs. Marketing expenses include funding for major events and trade shows, user and channel partner promotional activities, development and distribution of product literature and demonstration materials, publishing activities and advertising. General and administrative expenses consist primarily of employee and other costs associated with information systems, finance, human resources, legal and other administrative operations. 
        Historically, the incentive compensation of the five Bentley brothers named in the Summary Compensation Table was computed generally based on 20% of operating cash earnings each quarter. See “Management — Executive Compensation — Summary Compensation Table.” The aggregate annual amounts paid under this arrangement were $2.5 million, $0.7 million, $1.6 million, $1.8 million and $4.3 million for each of the five years ended December 31, 2001. This incentive arrangement will be replaced following this offering with the employment agreements described in “Management — Employment Agreements.” 
        We generated approximately 36% of our total revenues in 2001 from Europe, the Middle East and Africa, 9% from Asia/Pacific and 3% from Latin and South America. North America includes Canada and the United States and Latin and South America includes Mexico. Because we generate revenues and incur expenses in currencies other than the U.S. dollar, changes in exchange rates will affect our revenues and operating performance. We believe we have a natural hedge against currency fluctuations because we generate revenues and incur costs and expenses in local currencies. Accordingly, we do not employ other mechanisms to manage our exposure to foreign currency risk. 
Impact of Change in Distribution Model 
        In 2001, we initiated a strategy to change our distribution model for perpetual licenses from a predominantly resale model to one that emphasizes direct sales. Under our new model, we sell and deliver perpetual licenses directly to our users and the channel partner assigned to the account earns a commission. The new distribution model took effect in North America in November 2001 and will be phased in globally during 2002. Under the new model, our recognized revenues from the sale of each perpetual license are expected to be higher, reflecting the end user mark-up. Our cost of revenues will also increase by an approximately equal amount reflecting the commission paid to our channel partners. We anticipate that this change will not materially affect our gross profit, but that our gross margin percentage from perpetual licenses will decline. 
        In anticipation of this change in our distribution model, we actively sought to reduce the volume of products carried by our channel partners in their inventories. These efforts resulted in a reduction in channel partner inventories from approximately $13.3 million as of December 31, 2000 to approximately $1.5 million as of December 31, 2001. The reduction in channel partner inventories during 2001 represents products purchased by our end users from our channel partners in excess of the $61.5 million in perpetual licenses revenues that we recognized in 2001. 
Acquisitions 
        Rebis. On January 25, 2002, we purchased for $5.0 million in cash a 12.5% interest in, and an option to acquire the remainder of, Rebis, a leading developer of discipline-specific applications for the manufacturing plants industry. It is our current intention to exercise this option. Based upon a formula set forth in the option, we estimate the total consideration to be $                    million, of which 70% will be paid in cash and the remaining 30% will be paid in shares of our common stock, valued at the initial public offering price. The closing of this acquisition is subject to certain closing conditions. We cannot give you any assurance that the contingencies related to our acquisition of the remainder of Rebis will be satisfied in a timely manner, or at all. The completion of the acquisition of the remainder of Rebis is not a condition to the closing of this offering. For the year-ended September 30, 2001, Rebis had revenues of 
- 23 - 

$15.9 million and net income of $1.3 million. The initial investment is accounted for under the cost method of accounting for investments. 
        Geopak. In December 1996, we purchased 25% of the capital stock of Geopak Corporation and acquired worldwide distribution rights for Geopak’s products. Geopak develops civil engineering software based on MicroStation primarily for the transportation industry. On September 18, 2001, we acquired the remaining capital stock of Geopak for an aggregate purchase price of $17.2 million. In consideration for such acquisition, we paid the stockholders of Geopak $7.5 million in cash and issued 40,000 shares of our Senior Class C common stock, 480,000 shares of our Class D common stock and warrants to purchase up to 554,667 shares of our Class B common stock. This acquisition was accounted for under the purchase method of accounting and, accordingly, the assets and liabilities acquired were recorded at their estimated fair values on the acquisition date. 
        Intergraph Product Lines. On December 26, 2000, we purchased the civil engineering, plot-services and raster-conversion software product lines from Intergraph for a total purchase price of $35.4 million, as adjusted during 2001. At the closing, we paid $13.5 million in cash, excluding transaction costs, and delivered a promissory note for the balance, which is payable in equal installments over a three-year period. The note bears interest at an annual rate of 9.5%. We will repay this acquisition note with a portion of the net proceeds of this offering. This acquisition was accounted for under the purchase method of accounting and accordingly, the assets and liabilities acquired were recorded at their estimated fair values on the acquisition date. 
Critical Accounting Policies 
        We have identified the policies below as critical to our business operations and the understanding of our operating results. The impact of and any associated risks related to these policies on our business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect our reported and expected financial results. A “critical accounting policy” is one that is both important to the portrayal of our financial condition and operating results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. For a detailed discussion on the application of these and other accounting policies, see Note 1 to our Consolidated Financial Statements. Our preparation of this prospectus requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. We cannot assure you that actual results will not be different from those estimates. 
        Revenue Recognition. Our revenue recognition policy is significant because our revenues are the key component of our results of operations. In addition, our revenue recognition policy determines the timing of associated costs, such as commissions and royalties. We follow very specific and detailed guidelines in determining revenues; however, certain judgments affect the application of our revenue policy such as reserves for possible returns of products from our channel partners and subscriptions revenues to be recognized on contracts awaiting renewal notification. Revenue results are difficult to predict and any shortfall in revenues or delay in recognizing revenues could cause our operating results to vary significantly from quarter to quarter and could result in future operating losses. 
        We recognize revenues from non-recurring perpetual license agreements in accordance with the provisions of AICPA Statements of Position (SOP) 97-2 “Software Revenue Recognition,” and SOP 98-9 “Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions” as well as the preliminary conclusions of Emerging Issues Task Force (EITF) issue 00-21, “Multiple Element Arrangements.” Perpetual licenses for software are generally recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, collectibility is probable and all 
- 24 - 

significant obligations have been fulfilled. For arrangements containing multiple elements, such as perpetual license fees, support/ maintenance and consulting services and where vendor-specific objective evidence (VSOE) of fair value exists for all undelivered elements, we account for the delivered elements in accordance with the “residual method” prescribed by SOP 98-9. 
        We recognize revenues from Bentley SELECT subscriptions ratably over the duration of the contract. The duration of the initial Bentley SELECT subscription contract is typically two years and we also offer licenses for monthly or annual terms. These contracts automatically renew for successive terms unless terminated. Billings in advance of providing services are recorded as deferred subscriptions revenues. Our professional services facilitate the implementation, integration, customization and training of our software solutions. We recognize revenues for these services as they are performed, as they are principally contracted for on a time and material basis. 
        In 2001, we initiated a strategy to change our distribution model for perpetual licenses from a predominantly resale model to one that emphasizes direct sales. Prior to the change, we recognized revenues upon shipment to the channel partner and recorded a reserve that reduced revenues for an estimate of future returns. Estimates for returns were adjusted periodically based upon historical rates of returns, inventory levels in the distribution channel and other related factors. While management believes it can make reliable estimates for these matters, nevertheless unsold products in these distribution channels are exposed to rapid changes in end user preferences or technological obsolescence due to new operating environments, product updates or competing products. As the amount of inventory in our distribution channel is no longer material, this risk has been reduced. 
        Allowance for doubtful accounts. Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. The majority of our receivables is due from various end users and channel partners located throughout the United States, Europe and Asia/Pacific. From time to time, our users dispute the amounts due to us and in other cases our users experience financial difficulties and cannot pay on a timely basis. In certain instances, these factors ultimately result in uncollectible accounts. The determination of the appropriate reserve needed for uncollectible accounts involves significant judgment. Changes in the factors used to evaluate collectibility could result in changes in the reserve needed. Such factors include changes in the financial condition of our customers as a result of industry, economic or customer-specific factors. 
        Intangibles. Our business acquisitions typically result in goodwill and other intangible assets. This affects the amount of future period amortization expenses and impairment expenses that we may incur. Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance of our acquired businesses. As of December 31, 2001 and 2000, we had approximately $49.7 million and $31.7 million of goodwill and other intangibles, net, respectively, accounting for 31% and 23%, respectively, of our total assets. The determination of the value of such intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements. See “— Recent Accounting Pronouncements.” 
        Income taxes. Our income tax policy records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit carryforwards. We follow specific guidelines regarding the recoverability of any tax assets recorded on the balance sheet and provide any necessary allowances as required. The carrying value of our net deferred tax assets assumes that we will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, we may be required to record additional valuation allowances against our deferred tax assets resulting in additional income tax expense in our consolidated statement of operations. 
- 25 - 

Results of Operations 
        The following table sets forth certain line items in our consolidated statement of operations as a percentage of total revenues for the periods indicated: 

		Year Ended December 31,	
			
		1999		2000		2001	
							
Revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Subscriptions 	 	 	49.9	%	 	 	53.7	%	 	 	61.0	%	
 	Perpetual licenses 	 	 	43.1	 	 	 	39.0	 	 	 	30.3	 	
 	Services 	 	 	7.0	 	 	 	7.3	 	 	 	8.7	 	
 	 	 		 	 	 		 	 	 		 	
 	 	Total revenues 	 	 	100.0	 	 	 	100.0	 	 	 	100.0	 	
Cost of revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cost of subscriptions 	 	 	17.2	 	 	 	16.5	 	 	 	12.6	 	
 	Cost of perpetual licenses 	 	 	10.7	 	 	 	9.8	 	 	 	6.5	 	
 	Cost of services 	 	 	6.9	 	 	 	6.8	 	 	 	7.9	 	
 	 	 		 	 	 		 	 	 		 	
 	 	Total cost of revenues 	 	 	34.8	 	 	 	33.1	 	 	 	27.0	 	
Gross margin 	 	 	65.2	 	 	 	66.9	 	 	 	73.0	 	
Operating expenses: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Research and development 	 	 	18.7	 	 	 	19.6	 	 	 	20.0	 	
 	Selling and marketing 	 	 	38.6	 	 	 	38.5	 	 	 	36.9	 	
 	General and administrative 	 	 	7.0	 	 	 	6.7	 	 	 	8.0	 	
 	Amortization of acquired intangibles 	 	 	1.3	 	 	 	1.5	 	 	 	3.2	 	
 	 	 		 	 	 		 	 	 		 	
 	 	Total operating expenses 	 	 	65.6	 	 	 	66.3	 	 	 	68.1	 	
 	 	 		 	 	 		 	 	 		 	
Income (loss) from operations 	 	 	(0.4	)	 	 	0.6	 	 	 	4.9	 	
Interest expense, net 	 	 	(1.0	)	 	 	(0.8	)	 	 	(1.7	)	
Other income, net 	 	 	0.4	 	 	 	—	 	 	 	0.1	 	
Arbitration settlement, net 	 	 	7.4	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	
Income (loss) before income taxes 	 	 	6.4	 	 	 	(0.2	)	 	 	3.3	 	
Provision for income taxes 	 	 	2.3	 	 	 	0.4	 	 	 	1.3	 	
 	 	 		 	 	 		 	 	 		 	
Net income (loss) 	 	 	4.1	%	 	 	(0.6	)%	 	 	2.0	%	
 	 	 		 	 	 		 	 	 		 	
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 
Revenues 
        Total Revenues. Total revenues increased to $202.6 million in 2001 from $180.2 million in 2000, representing an increase of 12.4%. 
        The following table reflects the significant changes in our revenues from 2000 to 2001: 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
				Perpetual					
		Subscriptions		Licenses		Services		Total	

		(in millions)	
2000 total revenues 	 	$	96.8	 	 	$	70.3	 	 	$	13.1	 	 	$	180.2	 	
 	Acquisitions 	 	 	17.8	 	 	 	8.2	 	 	 	0.4	 	 	 	26.4	 	
 	Decrease in channel inventory 	 	 	—	 	 	 	(11.8	)	 	 	—	 	 	 	(11.8	)	
 	Impact of foreign exchange 	 	 	(1.8	)	 	 	(2.1	)	 	 	(0.3	)	 	 	(4.2	)	
 	Other changes in revenues 	 	 	10.8	 	 	 	(3.1	)	 	 	4.3	 	 	 	12.0	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
2001 total revenues 	 	$	123.6	 	 	$	61.5	 	 	$	17.5	 	 	$	202.6	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
- 26 - 

        As a percentage of total revenues, revenues outside of North America accounted for approximately 48.1% in 2001 and 47.4% in 2000. Our total revenues originated from the following major geographic territories: 
 	 	 	 	 	 	 	 	 	
		2001		2000	
					
North America 	 	 	51.9%	 	 	 	52.6%	 	
Europe, the Middle East and Africa 	 	 	36.0%	 	 	 	35.3%	 	
Asia/Pacific 	 	 	9.3%	 	 	 	10.1%	 	
Latin and South America 	 	 	2.8%	 	 	 	2.0%	 	
        Subscriptions. Subscriptions revenues increased to $123.6 million in 2001 from $96.8 million in 2000, representing an increase of 27.7%. The acquisition of the product lines from Intergraph and the acquisition of Geopak represented $15.8 million and $2.0 million of the increase, respectively. The other increase of $10.8 million, or 11.2%, was primarily driven by Bentley SELECT subscriptions coverage of newly sold perpetual licenses and new subscription coverage on previously sold perpetual licenses. As a percentage of total revenues, subscriptions revenues increased to 61.0% in 2001 from 53.7% in 2000. 
        Perpetual Licenses. Revenues from perpetual licenses decreased to $61.5 million in 2001 from $70.3 million in 2000, representing a decrease of 12.5%. The acquisition of the product lines from Intergraph contributed an additional $8.2 million in perpetual licenses revenues in 2001. The change in our distribution model resulted in a reduction of channel partner inventories of $11.8 million in 2001. If channel partner inventories had remained constant in 2001, we would have recognized an additional $11.8 million in perpetual licenses revenues. The other decrease of $3.1 million is largely the result of our increased emphasis on subscriptions revenues. As a percentage of total revenues, perpetual licenses revenues decreased to 30.3% in 2001 from 39.0% in 2000. 
        Services. Revenues from services increased to $17.5 million in 2001 from $13.1 million in 2000, representing an increase of 33.2%. This increase reflects our strategy to build our professional services in support of our products. As a percentage of total revenues, services revenues increased to 8.7% in 2001 from 7.3% in 2000. 
Cost of Revenues 
        Total Cost of Revenues. Cost of revenues decreased to $54.7 million in 2001 from $59.6 million in 2000, representing a decrease of 8.3%. The decrease was attributable to lower channel partner compensation for subscription program services, elimination of royalty expenses previously paid to two technology providers that we acquired during 2000 and 2001, a reduction in software translation costs and reductions in the cost of packaging, shipping and handling, which reflect an emphasis on electronic fulfillment of orders. Gross margin was 73.0% in 2001 and 66.9% in 2000. 
        Cost of Subscriptions. Cost of subscriptions decreased to $25.5 million in 2001 from $29.7 million in 2000, representing a decrease of 14.2%. Gross margin on subscriptions revenues was 79.4% in 2001 and 69.3% in 2000. The increase in gross margin was primarily attributable to a decrease in channel partner compensation. In 2001, channel partner compensation for providing sales coverage and support to our Bentley SELECT users was reduced as we assumed greater responsibility for providing these services. 
        Cost of Perpetual Licenses. Cost of perpetual licenses decreased to $13.1 million in 2001 from $17.7 million in 2000, representing a decrease of 26.1%. Gross margin on perpetual licenses was 78.7% in 2001 and 74.8% in 2000. The increase in gross margin was primarily attributable to the elimination of royalty expenses previously paid to two technology providers that we acquired during 2000 and 2001 and reductions in the cost of packaging, shipping and handling, which reflect an emphasis on electronic fulfillment of orders. 
        Cost of Services. Cost of services increased to $16.1 million in 2001 from $12.2 million in 2000, representing an increase of 32.0%. Gross margin on service revenues was 8.0% in 2001 and 7.1% in 2000. This increase was attributable to better utilization of internal and external staffing. 
- 27 - 

Operating Expenses 
        Research and Development. Research and development expenses increased to $40.5 million in 2001 from $35.3 million in 2000, representing an increase of 14.8%. The increase primarily reflects the addition of software development engineers associated with the acquisitions of the Intergraph product lines and Geopak, as well as regular salary increases for existing employees. Research and development expenses as a percentage of total revenues were 20.0% in 2001 and 19.6% in 2000. We expect to continue investing in research and development initiatives associated with MicroStation, our discipline-specific applications and collaboration servers. 
        Selling and Marketing. Selling and marketing expenses increased to $74.7 million in 2001 from $69.4 million in 2000, representing an increase of 7.6%. The increase was attributable to the addition of sales and marketing personnel in connection with acquisitions, activities associated with the launch of MicroStation V8 and regular salary increases for existing personnel. Offsetting these increases were decreases attributable to the postponement of our annual users conference in 2001 due to the events of September 11. Selling and marketing expenses as a percentage of total revenues were 36.9% in 2001 and 38.5% in 2000. 
        General and Administrative. General and administrative expenses increased to $16.3 million in 2001 as compared to $12.1 million in 2000, representing an increase of 34.9%. The increase is attributable to general and administrative expenses associated with the acquisition of Geopak, regular salary increases for existing personnel and travel expenses. General administrative expenses as a percentage of total revenues were 8.0% in 2001 and 6.7% in 2000. 
        Amortization of Acquired Intangibles. Amortization of acquired intangibles increased to $6.5 million in 2001 from $2.7 million in 2000. This increase was primarily attributable to our acquisition of product lines from Intergraph and, to a lesser extent, our acquisition of Geopak. See “— Recent Accounting Pronouncements.” 
        Changes in foreign exchange rates had a favorable impact of approximately $2.2 million on operating expenses during 2001. 
Interest Expense, net 
        Interest expense, net increased to $3.5 million in 2001 from $1.5 million in 2000. Interest expense increased to $4.2 million in 2001 from $2.2 million in 2000. The increase reflected increased debt, amortization of bank fees associated with our revolving credit line and non-cash costs relating to warrants issued to certain executives for the guarantee of our revolving credit line. Interest income was consistent at $0.7 million in 2001 and in 2000. 
Other Income, net 
        Other income, net was $0.2 million in 2001 as compared to none in 2000. This increase reflects an increase associated with our equity in income of minority interests, partially offset by an unfavorable change in foreign exchange rates. 
Provision for Income Taxes 
        The provision for income tax increased to $2.6 million in 2001 from $0.9 million in 2000. The provision for income tax for 2001 reflects an effective worldwide tax rate of approximately 39%. Provision for income taxes for 2000 reflects non-deductible expense on our pretax loss of $0.3 million. We expect that our effective income tax rate will decline to approximately 35% in 2002 as a result of the deductibility of goodwill. 
- 28 - 

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 
Revenues 
        Total Revenues. Total revenues decreased to $180.2 million in 2000 from $182.2 million in 1999, representing a decrease of 1.1%. 
        The following table reflects the significant changes in our revenues from 1999 to 2000: 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
				Perpetual					
		Subscriptions		Licenses		Services		Total	

		(in millions)	
1999 total revenues 	 	$	90.9	 	 	$	78.4	 	 	$	12.9	 	 	$	182.2	 	
 	Acquisitions 	 	 	0.8	 	 	 	—	 	 	 	—	 	 	 	0.8	 	
 	Increase in channel inventory 	 	 	—	 	 	 	4.8	 	 	 	—	 	 	 	4.8	 	
 	Impact of foreign exchange 	 	 	(3.6	)	 	 	(3.2	)	 	 	(0.5	)	 	 	(7.3	)	
 	Other changes in revenues 	 	 	8.7	 	 	 	(9.7	)	 	 	0.7	 	 	 	(0.3	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	
2000 total revenues 	 	$	96.8	 	 	$	70.3	 	 	$	13.1	 	 	$	180.2	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
        As a percentage of total revenues, revenues outside North America accounted for approximately 47.4% in 2000 and 49.2% in 1999. Our total revenues originated from the following major geographic territories: 
 	 	 	 	 	 	 	 	 	
		2000		1999	
					
North America 	 	 	52.6	%	 	 	50.8	%	
Europe, the Middle East and Africa 	 	 	35.3	%	 	 	35.9	%	
Asia/ Pacific 	 	 	10.1	%	 	 	9.9	%	
Latin and South America 	 	 	2.0	%	 	 	3.4	%	
        Subscriptions. Subscriptions revenues increased to $96.8 million in 2000 from $90.9 million in 1999, representing an increase of 6.5%. This increase was driven by $8.7 million from Bentley SELECT subscription coverage of newly sold perpetual licenses and new subscription coverage on previously sold perpetual licenses. This increase was partially offset by $3.6 million in foreign exchange effects. As a percentage of total revenues, subscriptions revenues increased to 53.7% in 2000 from 49.9% in 1999. 
        Perpetual Licenses. Revenues from perpetual licenses decreased to $70.3 million in 2000 from $78.4 million in 1999, representing a decrease of 10.5%. This decrease was due to our emphasis on subscriptions revenues and a stronger U.S. dollar, which reduced comparative revenues by $3.2 million. This decrease was partially offset by an increase of $4.8 million in channel partner inventories during 2000. As a percentage of total revenues, perpetual licenses revenues decreased to 39.0% in 2000 from 43.1% in 1999. 
        Services. Revenues from services increased to $13.1 million in 2000 from $12.9 million in 1999, representing an increase of 2.2%. As a percentage of total revenues, services revenues remained consistent at 7.3% in 2000 and 7.0% in 1999. 
Cost of Revenues 
        Total Cost of Revenues. Cost of revenues decreased to $59.6 million in 2000 from $63.4 million in 1999, representing a decrease of 6.0%. Gross margin on revenues was 66.9% in 2000 and 65.2% in 1999. 
        Cost of Subscriptions. Cost of subscriptions decreased to $29.7 million in 2000 from $31.4 million in 1999, representing a decrease of 5.4%. Gross margin on subscriptions revenues was 69.3% in 2000 and 65.5% in 1999. The increase in gross margin was primarily attributable to a decrease in channel partner compensation, offset by increased internal technical support costs. In 2000, channel partner compensation for providing sales coverage and support to our Bentley SELECT users was reduced as we assumed greater responsibility for providing these services. 
- 29 - 

        Cost of Perpetual Licenses. Cost of perpetual licenses decreased to $17.7 million in 2000 from $19.4 million in 1999, representing a decrease of 8.7%. This decrease was the result of lower perpetual licenses revenues. Gross margin on perpetual licenses remained relatively consistent at 74.8% in 2000 and 75.3% in 1999. 
        Cost of Services. Cost of services decreased to $12.2 million in 2000 from $12.6 million in 1999, representing a decrease of 3.4%. Gross margin on service revenues was 7.1% in 2000 and 1.7% in 1999. This increase was attributable to better utilization of internal and external staff. 
Operating Expenses 
        Research and Development. Research and development expenses increased to $35.3 million in 2000 from $34.0 million in 1999, representing an increase of 3.8%. The increase primarily reflects the addition of software development engineers associated with an acquisition that occurred in May 2000, as well as regular salary increases for existing employees. Research and development expenses as a percentage of revenues were 19.6% in 2000 and 18.7% in 1999. 
        Selling and Marketing. Selling and marketing expenses decreased to $69.4 million in 2000 from $70.3 million in 1999, representing a decrease of 1.2%. This decrease was primarily due to cost control efforts related to advertising, marketing and promotion costs. Selling and marketing expenses as a percentage of total revenues were 38.5% in 2000 and 38.6% in 1999. 
        General and Administrative. General and administrative expenses decreased to $12.1 million in 2000 from $12.8 million in 1999, representing a decrease of 5.7%. In 1999, we recorded $1.0 million in stock-based compensation expense, which did not occur in 2000. General and administrative expenses as a percentage of total revenues were 6.7% in 2000 and 7.0% in 1999. 
        Amortization of Acquired Intangibles. Amortization of acquired intangibles increased to $2.7 million in 2000 from $2.5 million in 1999. See “Recent Accounting Pronouncements.” 
        Changes in foreign exchange rates had a favorable impact of approximately $3.2 million on operating expenses during 2000. 
Interest Expense, net 
        Interest expense, net decreased to $1.5 million in 2000 from $1.9 million in 1999, representing a decrease of 21.9%. Interest expense was $2.2 million in 2000 and $2.3 million in 1999. Interest income was $0.7 million for 2000 and $0.4 million for 1999. The increase reflected interest earned on notes receivable from employees related to purchases of equity, which were issued in 1999 and 2000. 
Other Income, net 
        Other income, net was none in 2000 as compared to $0.7 million in 1999. This decrease reflects an unfavorable change in foreign exchange rates, and an increased loss from our equity in minority interests. 
Arbitration Settlement 
        In 1999, we recognized a gain of $13.6 million of income pursuant to an arbitration settlement agreement between us and Intergraph Corporation. See Note 4 to our Consolidated Financial Statements for a more complete description of the terms of the Intergraph arbitration settlement. 
Provision for Income Taxes 
        The provision for income tax decreased to $0.9 million in 2000 from $4.2 million in 1999. The provision for income tax for 2000 reflects the effects of non-deductible expenses on our pretax loss of $0.3 million. While non-deductible expenses remained relatively consistent between 1999 and 2000, we reported taxable income of $11.6 million in 1999 as compared to a pretax loss of $0.3 million in 2000. 
- 30 - 

Selected Quarterly Operating Results 
        The following tables set forth certain unaudited quarterly consolidated statements of operations data for each of the eight quarters ended December 31, 2001 and the percentage of our total revenues represented by each item in the respective quarter. This unaudited quarterly information has been prepared on the same basis as the annual information presented elsewhere herein and, in management’s opinion, includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information for the quarters presented. The operating results for any quarter are not necessarily indicative of results of any future period. 
- 31 - 

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
			
		Three Months Ended,	
			
		Mar 31,		Jun 30,		Sep 30,		Dec 31,		Mar 31,		Jun 30,		Sep 30,		Dec 31,	
		2000		2000		2000		2000		2001		2001		2001		2001	

		(in thousands, unaudited)	
Revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Subscriptions 	 	$	22,719	 	 	$	23,014	 	 	$	24,568	 	 	$	26,529	 	 	$	28,970	 	 	$	29,857	 	 	$	31,685	 	 	$	33,130	 	
 	Perpetual licenses 	 	 	15,712	 	 	 	16,090	 	 	 	16,576	 	 	 	21,873	 	 	 	15,427	 	 	 	16,516	 	 	 	12,325	 	 	 	17,195	 	
 	Services 	 	 	2,372	 	 	 	3,285	 	 	 	3,162	 	 	 	4,324	 	 	 	3,654	 	 	 	4,799	 	 	 	4,095	 	 	 	4,957	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total revenues 	 	 	40,803	 	 	 	42,389	 	 	 	44,306	 	 	 	52,726	 	 	 	48,051	 	 	 	51,172	 	 	 	48,105	 	 	 	55,282	 	
Cost of revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cost of subscriptions 	 	 	6,820	 	 	 	7,624	 	 	 	6,960	 	 	 	8,278	 	 	 	6,687	 	 	 	7,551	 	 	 	6,190	 	 	 	5,048	 	
 	Cost of perpetual licenses 	 	 	5,488	 	 	 	4,452	 	 	 	4,775	 	 	 	3,003	 	 	 	3,537	 	 	 	4,181	 	 	 	2,923	 	 	 	2,454	 	
 	Cost of services 	 	 	3,081	 	 	 	3,088	 	 	 	3,174	 	 	 	2,864	 	 	 	3,115	 	 	 	4,149	 	 	 	3,962	 	 	 	4,884	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total cost of revenues 	 	 	15,389	 	 	 	15,164	 	 	 	14,909	 	 	 	14,145	 	 	 	13,339	 	 	 	15,881	 	 	 	13,075	 	 	 	12,386	 	
Gross profit 	 	 	25,414	 	 	 	27,225	 	 	 	29,397	 	 	 	38,581	 	 	 	34,712	 	 	 	35,291	 	 	 	35,030	 	 	 	42,896	 	
Operating expenses: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Research and development 	 	 	7,403	 	 	 	8,253	 	 	 	9,287	 	 	 	10,345	 	 	 	9,043	 	 	 	9,235	 	 	 	9,249	 	 	 	12,999	 	
 	Selling and marketing 	 	 	16,006	 	 	 	18,320	 	 	 	17,221	 	 	 	17,884	 	 	 	17,944	 	 	 	18,873	 	 	 	17,728	 	 	 	20,141	 	
 	General and administrative 	 	 	2,576	 	 	 	2,606	 	 	 	2,429	 	 	 	4,445	 	 	 	3,830	 	 	 	3,225	 	 	 	4,112	 	 	 	5,092	 	
 	Amortization of intangibles 	 	 	750	 	 	 	849	 	 	 	883	 	 	 	200	 	 	 	1,654	 	 	 	1,362	 	 	 	1,910	 	 	 	1,561	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total operating expenses 	 	 	26,735	 	 	 	30,028	 	 	 	29,820	 	 	 	32,874	 	 	 	32,471	 	 	 	32,695	 	 	 	32,999	 	 	 	39,793	 	
Income (loss) from operations 	 	 	(1,321	)	 	 	(2,803	)	 	 	(423	)	 	 	5,707	 	 	 	2,241	 	 	 	2,596	 	 	 	2,031	 	 	 	3,103	 	
Interest expense, net 	 	 	(467	)	 	 	(352	)	 	 	(403	)	 	 	(239	)	 	 	(1,010	)	 	 	(714	)	 	 	(421	)	 	 	(1,317	)	
Other income (expense), net 	 	 	1,097	 	 	 	(768	)	 	 	(236	)	 	 	(93	)	 	 	117	 	 	 	347	 	 	 	(562	)	 	 	286	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Income (loss) before income taxes 	 	 	(691	)	 	 	(3,923	)	 	 	(1,062	)	 	 	5,375	 	 	 	1,348	 	 	 	2,229	 	 	 	1,048	 	 	 	2,072	 	
Provision (benefit) for income taxes 	 	 	(458	)	 	 	(1,304	)	 	 	(352	)	 	 	2,973	 	 	 	526	 	 	 	870	 	 	 	409	 	 	 	807	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income (loss) 	 	$	(233	)	 	$	(2,619	)	 	$	(710	)	 	$	2,402	 	 	$	822	 	 	$	1,359	 	 	$	639	 	 	$	1,265	 	

			
		Three Months Ended,	
			
		Mar 31,		Jun 30,		Sep 30,		Dec 31,		Mar 31,		Jun 30,		Sep 30,		Dec 31,	
		2000		2000		2000		2000		2001		2001		2001		2001	

		(unaudited)	
Revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Subscriptions 	 	 	55.7	%	 	 	54.3	%	 	 	55.5	%	 	 	50.3	%	 	 	60.3	%	 	 	58.3	%	 	 	65.9	%	 	 	59.9	%	
 	Perpetual licenses 	 	 	38.5	 	 	 	38.0	 	 	 	37.4	 	 	 	41.5	 	 	 	32.1	 	 	 	32.3	 	 	 	25.6	 	 	 	31.1	 	
 	Services 	 	 	5.8	 	 	 	7.7	 	 	 	7.1	 	 	 	8.2	 	 	 	7.6	 	 	 	9.4	 	 	 	8.5	 	 	 	9.0	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total revenues 	 	 	100.0	 	 	 	100.0	 	 	 	100.0	 	 	 	100.0	 	 	 	100.0	 	 	 	100.0	 	 	 	100.0	 	 	 	100.0	 	
Cost of revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cost of subscriptions 	 	 	16.7	 	 	 	18.0	 	 	 	15.7	 	 	 	15.7	 	 	 	13.9	 	 	 	14.8	 	 	 	12.9	 	 	 	9.1	 	
 	Cost of perpetual licenses 	 	 	13.4	 	 	 	10.5	 	 	 	10.8	 	 	 	5.7	 	 	 	7.4	 	 	 	8.1	 	 	 	6.1	 	 	 	4.4	 	
 	Cost of services 	 	 	7.6	 	 	 	7.3	 	 	 	7.2	 	 	 	5.4	 	 	 	6.5	 	 	 	8.1	 	 	 	8.2	 	 	 	8.9	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total cost of revenues 	 	 	37.7	 	 	 	35.8	 	 	 	33.7	 	 	 	26.8	 	 	 	27.8	 	 	 	31.0	 	 	 	27.2	 	 	 	22.4	 	
Gross profit 	 	 	62.3	 	 	 	64.2	 	 	 	66.3	 	 	 	73.2	 	 	 	72.2	 	 	 	69.0	 	 	 	72.8	 	 	 	77.6	 	
Operating expenses: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Research and development 	 	 	18.2	 	 	 	19.5	 	 	 	21.0	 	 	 	19.6	 	 	 	18.8	 	 	 	18.0	 	 	 	19.2	 	 	 	23.5	 	
 	Selling and marketing 	 	 	39.2	 	 	 	43.2	 	 	 	38.8	 	 	 	33.9	 	 	 	37.3	 	 	 	36.9	 	 	 	36.9	 	 	 	36.5	 	
 	General and administrative 	 	 	6.3	 	 	 	6.1	 	 	 	5.5	 	 	 	8.5	 	 	 	8.0	 	 	 	6.3	 	 	 	8.5	 	 	 	9.2	 	
 	Amortization of intangibles 	 	 	1.8	 	 	 	2.0	 	 	 	2.0	 	 	 	0.4	 	 	 	3.4	 	 	 	2.7	 	 	 	4.0	 	 	 	2.8	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total operating expenses 	 	 	65.5	 	 	 	70.8	 	 	 	67.3	 	 	 	62.4	 	 	 	67.5	 	 	 	63.9	 	 	 	68.6	 	 	 	72.0	 	
Income (loss) from operations 	 	 	(3.2	)	 	 	(6.6	)	 	 	(1.0	)	 	 	10.8	 	 	 	4.7	 	 	 	5.1	 	 	 	4.2	 	 	 	5.6	 	
Interest expense, net 	 	 	(1.2	)	 	 	(0.8	)	 	 	(0.9	)	 	 	(0.5	)	 	 	(2.1	)	 	 	(1.4	)	 	 	(0.9	)	 	 	(2.4	)	
Other income (expense), net 	 	 	2.7	 	 	 	(1.8	)	 	 	(0.5	)	 	 	(0.1	)	 	 	0.2	 	 	 	0.7	 	 	 	(1.1	)	 	 	0.5	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Income (loss) before income taxes 	 	 	(1.7	)	 	 	(9.2	)	 	 	(2.4	)	 	 	10.2	 	 	 	2.8	 	 	 	4.4	 	 	 	2.2	 	 	 	3.7	 	
Provision (benefit) for income taxes 	 	 	(1.1	)	 	 	(3.1	)	 	 	(0.8	)	 	 	5.6	 	 	 	1.1	 	 	 	1.7	 	 	 	0.9	 	 	 	1.4	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income (loss) 	 	 	(0.6	)%	 	 	(6.1	)%	 	 	(1.6	)%	 	 	4.6	%	 	 	1.7	%	 	 	2.7	%	 	 	1.3	%	 	 	2.3	%	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
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        Our operating results have varied on a quarterly basis and may fluctuate significantly in the future. In general, our revenues are highest in the fourth quarter, reflecting customer expenditures against approved budgets and information technology spending. Our revenues generally are also strong in the second quarter, due in part to fiscal year ends of our government clients. Third quarter revenues are generally lower than fourth quarter revenues primarily due to a slow down in the summer months, particularly outside of North America. 
        Other factors that could affect our quarterly operating results include those described below and elsewhere in this prospectus: 
			
 	•	a higher concentration of sales in the fourth quarter as a result of information technology spending patterns; 	
 		
 	•	postponement or cancellation of orders for new perpetual licenses or subscriptions due to changes in general economic conditions or in strategic priorities, project objectives, budget or personnel of our users; 	
 		
 	•	variability in user evaluations and the duration of internal approval and expenditure authorizations; 	
 		
 	•	changes in the pricing of our products and services or those of our competitors; 	
 		
 	•	variability in the mix of our revenues from subscriptions, perpetual licenses and services; and 	
 		
 	•	unpredictability in users’ purchasing decisions due to the number, timing and significance of software product enhancements and new software product announcements by us and our competitors. 	
Liquidity and Capital Resources 
        We finance our operations primarily with cash generated through operations and our revolving credit facility. During 2000, we borrowed from our revolving credit facility for working capital purposes and to fund, in part, the acquisition of product lines from Intergraph. During 2001, we repaid the outstanding balance under the revolving credit facility. As of December 31, 2001, we had $13.0 million in cash and cash equivalents and a working capital deficit of $9.1 million. Excluding the current portion of deferred subscriptions revenues, our working capital as of December 31, 2001 was $47.3 million. 
        Net cash provided by operating activities was $35.7 million, $17.8 million and $20.1 million in 2001, 2000 and 1999, respectively. In 2001, net cash provided by operating activities resulted primarily from our net income before depreciation and amortization and an increase in deferred subscriptions revenues. In 2000, net cash provided by operating activities resulted primarily from our net income before depreciation and amortization and increases in accruals and other current liabilities. Net cash provided by operating activities increased by $17.9 million in 2001 as compared to 2000. This increase was primarily the result of net income of $4.1 million in 2001 compared to a net loss of $1.2 million in 2000 and an increase in our deferred subscriptions revenues of $8.3 million primarily due to the acquisition of the product lines from Intergraph and the annual Bentley SELECT subscriptions covering these product lines. 
        Net cash used in investing activities was $9.5 million, $25.0 million and $4.7 million in 2001, 2000 and 1999, respectively. Cash used in investing activities in 2001 reflects purchases of property, plant and equipment of $4.7 million, the net cash portion of the acquisition of Geopak Corporation of $3.7 million and $1.1 million for capitalized software translation costs and investments. Cash used in investing activities in 2000 reflects acquisitions of $14.2 million, purchases of property, plant and equipment of $7.8 million and $2.9 million for capitalized software translation costs and investments. Cash used in investing activities in 1999 reflected $2.6 million for capitalized software translation costs, investments and acquisitions of technology and other intangibles. In 1999, purchases of property, plant and equipment were $2.2 million. We have generally funded acquisitions and capital expenditures, in part, through the use of cash generated through operations, bank loans and the sale of equity securities. 
- 33 - 

        Net cash used in financing activities was $19.7 million in 2001, net cash provided by financing activities was $5.3 million in 2000 and net cash used in financing activities was $13.1 million in 1999. In 2001, we repaid $22.8 million under the revolving credit facility and other debt and paid $1.5 million in Senior Class C common stock dividends. These cash outflows were offset by proceeds from long-term debt of $2.6 million and the sale of Senior Class C common stock of $2.6 million. In 2000, we borrowed $15.5 million from our revolving credit facility and repaid $18.7 million of other short-term and long-term debt. We also received proceeds of $7.4 million from the sale of Senior Class C common stock. In 1999, we repaid $13.1 million of short-term and long-term debt. 
        On December 26, 2000, we entered into a $32.0 million revolving credit facility with two commercial U.S. banks as co-lenders. Borrowings under this facility are collateralized by our assets and provide for discretionary advances up to 85% of eligible trade accounts receivable. As of December 31, 2001, borrowings available under the revolving credit facility were $26.1 million. The revolving credit facility requires the maintenance of certain financial and non-financial covenants. We were in compliance with these covenants as of December 31, 2001. As of December 31, 2001, there were no letters of credit outstanding. However, as of March 31, 2002, a letter of credit in the amount of $1.3 million was outstanding. 
        We believe that our existing cash and cash equivalents, availability under our revolving credit facility, cash generated from operations and net proceeds from this offering will be sufficient to meet our working capital requirements for the foreseeable future. 
Inflation 
        To date, inflation has not had a material impact on our financial condition and results of operations. 
Recent Accounting Pronouncements 
        In June 1999, the Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting Standards (SFAS) No. 137, “Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of FASB Statement No. 133,” which defers the effective date of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 133, issued in June 1998, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities. SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. We adopted SFAS No. 133 beginning on January 1, 2001. The adoption of this standard did not have any impact on our financial position or results of operations. 
        In June 2001, the FASB issued SFAS No. 141, “Business Combinations.” SFAS No. 141 addresses financial accounting and reporting for business combinations. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method of accounting for business combinations except for qualifying business combinations that were initiated prior to July 1, 2001. SFAS No. 141 also changes the criteria to recognize intangible assets apart from goodwill. We adopted SFAS No. 141 on July 1, 2001. We have historically used the purchase method to account for all business combinations and we do not believe adoption of SFAS No. 141 will materially impact our financial position or results of operations. 
        In June 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets,” which requires that goodwill and certain intangibles will not be amortized. Instead, these assets will be reviewed annually for impairment and written down and charged to results of operations only in the periods in which the recorded value of goodwill and certain intangibles is more than its fair value. SFAS No. 142 applies to goodwill and certain intangible assets acquired prior to June 30, 2001. We adopted this statement on January 1, 2002. Adoption of SFAS No. 142 on January 1, 2002 had no impact on our financial statements. However, in the future, SFAS No. 142 will have the impact of reducing our non-cash amortization expense of goodwill and will have a material impact on our financial statements. The required impairment tests of goodwill may result in future period write-downs. Amortization of goodwill was 
- 34 - 

$3.1 million for the year ended December 31, 2001 and $0.5 million for the year ended December 31, 2000. 
        The following table presents the impact of the new standards relating to goodwill amortization and related tax effects on operating income and net loss, as if they had been in effect for the years ended December 31, 2001 and 2000: 

		2001		2000	
					
		As Reported		As Adjusted		As Reported		As Adjusted	

		(in thousands)	
Income from operations 	 	$	9,971	 	 	$	13,080	 	 	$	1,160	 	 	$	1,652	 	
Net loss 	 	 	(5,244	)	 	 	(3,348	)	 	 	(3,556	)	 	 	(3,064	)	
Net loss per share — basic and diluted 	 	$	(0.23	)	 	$	(0.14	)	 	$	(0.15	)	 	$	(0.13	)	
Details of acquired intangible assets are as follows: 

		Amortizing		Non-Amortizing	
					
		Gross				Gross			
		Carrying		Accumulated		Carrying		Accumulated	
		Amount		Amortization		Amount		Amortization	

		(in thousands)	
Software technology 	 	$	4,701	 	 	$	1,365	 	 	$	—	 	 	$	—	 	
Trademarks 	 	 	—	 	 	 	—	 	 	 	3,080	 	 	 	—	 	
Customer relationships 	 	 	7,170	 	 	 	588	 	 	 	—	 	 	 	—	 	
Goodwill 	 	 	—	 	 	 	—	 	 	 	38,697	 	 	 	3,593	 	
Other intangibles 	 	 	9,914	 	 	 	8,351	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Total 	 	$	21,785	 	 	$	10,304	 	 	$	41,777	 	 	$	3,593	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
        In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” which applies to legal obligations associated with the retirement of a tangible long-lived asset that results from the acquisition, construction or development and/or the normal operation of a long-lived asset. Under SFAS No. 143, guidance is provided on measuring and recording the liability. Our adoption of SFAS No. 143 will be effective on January 1, 2003. We do not believe that the adoption of SFAS No. 143 will materially impact our financial position or results of operations. 
        In August 2001, the FASB issued SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS No. 144 supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” it removes goodwill from its scope and retains the requirements of SFAS No. 121 regarding the recognition of impairment losses on long-lived assets held for use. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years. We do not believe the adoption of SFAS No. 144 will materially impact our financial position or results of operations. 
Quantitative and Qualitative Disclosures About Market Risk 
Foreign Currency Risk 
        Because we have operations in a number of countries and our service agreements in such countries are denominated in foreign currencies, we face exposure to adverse movements in foreign currency exchange rates. As currency rates change, translation of the income statements of our international entities from local currencies to U.S. dollars affects year-over-year comparability of operating results. We do not hedge translation risks because we generally reinvest the cash flows from operations outside North America. We do not utilize any derivative security instruments. 
        Management estimates that a 10% change in foreign exchange rates would have impacted reported operating profit by approximately $4.4 million for the year ended December 31, 2001. This sensitivity 
- 35 - 

analysis disregards the possibility that rates can move in opposite directions and that losses from one area may offset gains from another area. 
Interest Rate Risk 
        We earn interest income from our balances of cash and cash equivalents. This interest income is subject to market risk related to changes in interest rates, which primarily affects our investment portfolio. We invest in instruments that meet high credit quality standards, as specified in our investment policy. Our investment policy also limits the amount of credit exposure to any one issue, issuer and type of investment. 
        As of December 31, 2001, our cash and cash equivalents consisted primarily of investments in money market accounts. Due to the conservative nature of our investment portfolio, a sudden change in interest rates would not have a material effect on the value of the portfolio. Management estimates that if the average yield of our investments decreased by 100 basis points, our interest income for the year ended December 31, 2001 would have decreased by approximately $0.1 million. This estimate assumes that the decrease occurred on the first day of 2001 and reduced the yield of each investment instrument by 100 basis points. The impact on our future interest income will depend largely on the gross amount of our investments and future changes in investment yields. 
- 36 - 

BUSINESS 
Overview of Our Company 
        We are a global provider of collaborative software solutions that enable our users to create, manage and publish architectural, engineering and construction (AEC) content. Our software solutions are used to design, engineer, build and operate large constructed assets, such as roadways, bridges, buildings, industrial and power plants and utility networks. We focus on five vertical industries that deploy such assets: transportation, manufacturing plants, building, utilities and government. In addition, we provide professional services for our software solutions, including implementation, integration, customization and training. 
        The foundation of our software solutions is our design platform, MicroStation. MicroStation was originally developed in the mid-1980s by a team of developers led by Keith and Barry Bentley. Our solutions are widely used both by major engineering and architectural firms, including Bechtel Corporation, as well as by owner/operators of large constructed assets, including 46 U.S. state departments of transportation, Fincantieri Cantieri Nivali Italiani SpA, Union Bank of Switzerland, San Antonio City Public Service Board and the U.S. Army Corps of Engineers. 
        We generate revenues through a renewable subscription program, known as Bentley SELECT, as well as through perpetual licenses and services. Our subscriptions revenues consist of annual recurring fees that our users pay for Bentley SELECT. Coverage under Bentley SELECT includes the right to use our products on a concurrent license basis and access to maintenance and technical support, product updates, upgrades and enhancements. Bentley SELECT further offers our users a comprehensive relationship management vehicle that provides streamlined software purchasing arrangements as well as access to on-line services, industry-specific knowledge bases, content libraries, training sessions and special events. Since these benefits are only available through Bentley SELECT, most purchasers of perpetual licenses subscribe to Bentley SELECT. Subscriptions revenues include Bentley SELECT coverage for separately sold perpetual licenses. Subscriptions revenues also include annual and monthly term licenses under the Bentley SELECT subscription program. We began offering term licenses with the introduction of our Geopak software product lines in 1996. In April 2002, we expanded our subscription program to include monthly term licenses for additional Bentley software solutions and a comprehensive enterprise subscription program for our largest users. In 2001, over 60% of our total revenues were derived from our subscriptions. We generated revenues of $202.6 million in 2001, and approximately 48% of our total revenues were generated from operations outside North America in 2001. As of March 31, 2002, we had 1,145 employees operating from 70 offices in 38 countries. 
Industry Background 
        AEC content is critical to the design, construction and operation of large constructed assets, such as roadways, bridges, buildings, industrial and power plants and utility networks. AEC content consists of technical drawings, three-dimensional models, specifications, purchasing information and maintenance records, as well as relational data and indices. This content is typically created, used and shared by a large number of individuals from many different organizations throughout the lifecycle of the constructed asset, from design and construction through operation and maintenance. 
        AEC content is typically not organized and maintained systematically, despite the requirement to maintain legal documents of record and the potential additional value to be derived from using such content in the operation of large constructed assets. While drawings are printed and then used in construction, changes made during and after construction are most often not captured digitally. What begins as electronic design ends as marked-up paper drawings, and the foundation for integrated, digital AEC content is lost. 
        Participants in the design, construction and operation of large constructed assets require a solution that enables them to manage diverse, mission-critical AEC content and collaborate during all phases of the asset’s lifecycle. Collaboration across technical disciplines is complex and requires a solution that manages access, maintains revision history and tracks changes, including “as built” and “as maintained.” 
- 37 - 

        Collaboration can lead to significant efficiencies by providing access to current AEC content, as well as enabling users to visualize the asset’s design, analyze real time impact, resolve design and construction issues and communicate specification changes. In addition, users seek a collaborative solution that allows AEC content to be published to multiple electronic and physical media in a format appropriate to each user. Collaboration can reduce design and construction time, lower project costs and result in assets that are more efficiently constructed and more easily operated. 
        Users also require software solutions that are designed for the needs of their specific industries. Unlike solutions with a broad, generic approach, solutions that incorporate extensive industry knowledge and industry best practices are better able to meet these needs. For example, a firm that designs and constructs roadway systems requires a solution that supports design workflows for bridges, interchanges, overpasses, on-ramps and off-ramps. 
        AEC software vendors currently offer either design solutions or generic collaborative solutions that manage information separate from design content. Without integrating design and collaboration, these solutions fail to address the long-term asset lifecycle needs of project participants, including contractors, owner/ operators and vendors. Moreover, these solutions significantly limit the usefulness of AEC content, either because they do not recognize attributes of AEC content or fail to support collaborative access to, and interaction with, AEC content. 
        AEC design content is predominantly created in either DWG or DGN, the industry’s two leading and most widely accepted file formats. Large AEC projects typically involve the use of both file formats during the design and engineering phases, requiring significant work to translate files and frequently resulting in loss of important AEC content. As the work of one project participant is often relied upon by other participants, dual-formatted content significantly limits design and engineering efficiency, often resulting in errors and undependable file translations or reverting to the exchange of paper drawings or computer images thereof, instead of intelligent, queryable formats. Additionally, organizations that design, construct or operate large constructed assets have voluminous libraries of drawings and documents that date back many years, many of which are documents of record and must be maintained as a matter of law. While recent drawings and documents are often stored in various electronic formats, historical drawings are stored in libraries on paper, Mylar or microfilm. As a result, users require software solutions that accommodate digital content stored in either DWG or DGN file format, as well as legacy content currently stored on physical media. 
        AEC content can provide additional value to users through interoperability and integration with other enterprise software applications that are utilized by project participants, including enterprise resource planning (ERP), procurement, supply chain management (SCM) and financial control systems. These benefits can only be achieved if the content contained in a design file is recognizable, and can be related to other useful information such as bills of material and schedules. A drawing on paper is a collection of lines and arcs, and replicating it on a computer screen adds little value. The building blocks of a design, or the components, must be associated to their real characteristics or attributes. For example, a pump in an oil refinery must be understood to be a pump, rather than a graphical representation of a pump, with dimensions, manufacturer part number, how it interacts with other components and other information. With such relational and semantic context, the AEC content can be utilized to automatically provide a bill of materials to an SCM system, generate a cost estimate for a financial control system and enable project teams to assess alternative scenarios in identifying and resolving design or engineering issues. 
        According to International Data Corporation (IDC) research, total worldwide software license and maintenance revenues for AEC applications in 2001 were $2.138 billion and are forecast to grow to $4.072 billion by 2006 (IDC Worldwide Software Forecaster, March 2002). We believe that collaborative software solutions that integrate and manage AEC content represent an opportunity to solve problems not addressed by current AEC software. 
        Organizations engaged in the design, construction and operation of large constructed assets require a software solution that facilitates efficient design while also allowing all project participants to communicate, collaborate and share information throughout an asset’s lifecycle. These organizations 
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require solutions that are specifically tailored to meet their unique industry requirements and business processes. Many software applications do not adequately address the need for collaboration among project participants, provide the required discipline or industry specific tools or offer the reusability of content throughout the useful life of the asset. We believe that a substantial opportunity exists for software providers that address the full range of available AEC content and that can leverage such content for use within enterprise software applications. 
Our Solution 
        Our collaborative software solutions enable our users to maximize the value of AEC content by supporting an integrated approach to managing the lifecycle of a large constructed asset, from design and construction through operation and maintenance. The foundation of our solution is a single integrated design platform, MicroStation, that natively supports both the DWG and DGN file formats and is extended with our discipline-specific applications developed for the unique design challenges presented by the broad range of potential workflows that exist in our target industries. Our fully integrated collaboration servers manage and publish content created by MicroStation and our discipline-specific applications, as well as content created with other design and enterprise applications. We believe that our integrated approach facilitates the design and construction process, shortens project schedules, reduces overall project costs and facilitates the operation and management of the large constructed asset. 
        The benefits of our solutions include: 
			
 	•	Comprehensive unified architecture. MicroStation is the foundation for our discipline-specific applications and is integrated with our collaboration servers into a comprehensive, unified architecture. Because our solutions are founded on a comprehensive, unified architecture, our users benefit from application integration and data interoperability and consistency. Our collaboration servers recognize AEC content at the component level and intelligently manage content based on a component’s descriptive attributes. For example, our piping application can produce a design of a piping system that will integrate seamlessly with a structure created with our architectural application, regardless of whether the applications are used simultaneously on the same computer by one person or independently by two people across a network. MicroStation V8, released in October 2001, provides native access to its own DGN file format as well as to the industry’s other leading format, DWG. This ability eliminates the need to translate between formats and manage resulting translation errors. 	
 		
 	•	Targeted vertical industry solutions. Our discipline-specific applications extend MicroStation’s creation capabilities with applications tailored to the design challenges of architectural and engineering disciplines. We offer discipline-specific applications for architectural design, civil engineering, geoengineering, facilities management and plant design, that incorporate extensive industry knowledge and industry best practices, and also integrate seamlessly with other Bentley products. These discipline-specific applications are developed utilizing the expertise of our employees, many of whom have spent substantial portions of their careers participating in projects within one or more of our target industries. We use combinations of discipline-specific applications to address the needs of users in five vertical industries: transportation, manufacturing plants, building, utilities and government. Our focus on these vertical industry solutions enables our users to address unique workflow requirements encountered in these industries, while maintaining the integrity of AEC content. 	
 		
 	•	Collaboration for more efficiently constructed assets. Our collaboration servers enable project participants from disparate organizations in multiple locations to collaborate and share AEC content and expertise. Users of our collaboration servers are able to query and annotate designs, track change history and interface with accounting, procurement and other enterprise applications. By accurately tracking design history and providing easy access to AEC content, our software allows users to communicate effectively, streamline the design process, utilize 	
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 		resources efficiently, improve design quality and reduce costs incurred over the lifecycle of a large constructed asset. For example, our software’s ability to track design history allows a particular portion of a design iteration to be traced to its origin and contributor, information normally lost but invaluable when resolving disputes or addressing complex design and construction situations. 	
 		
 	•	Incorporation of legacy AEC content. While new designs created with MicroStation and our discipline-specific applications are intelligent and created in a form immediately understood by our collaboration servers, our users have substantial volumes of historical documents of record in digital or hardcopy format that must also be managed, retained and made available, often as a matter of law. This is particularly valuable for applications related to vulnerability assessments and consequence management to assure the physical security of key infrastructure assets. Our software solutions enable our users to convert paper documents to digital form, index the document to describe its content, add intelligence and cross reference the digital components to other related data. These capabilities permit our users to benefit from AEC content that had previously been virtually inaccessible. 	
 		
 	•	Integrated digital content over the asset’s lifecycle. Our solutions enable the organization of AEC content related to the design, construction and maintenance of an asset. Our collaboration servers manage an integrated virtual model of an asset and associate it with descriptive content and other non-graphical content, providing an environment where changes due to construction, maintenance or other factors can be systematically and digitally recorded. By cohesively integrating previously disconnected and often non-digital AEC content, our solution prevents loss of mission critical information, simplifies access to AEC content and supports more effective management of large constructed assets. 	
Our Strategy 
        Our objective is to be a leading provider of collaborative software solutions to the industries we have targeted. To achieve this objective we intend to pursue the following strategies: 
			
 	•	Focus on the vertical industries we serve. We focus on specific industries in which owner/operators derive substantial value from the operation of large constructed assets throughout their lifecycles. These industries include transportation, manufacturing plants, building, utilities and government. We believe that industry experience and expertise are critical attributes sought by owner/operators when they select collaborative AEC software solutions. Our industry focus enables us to deliver tailored solutions that offer advantages in functionality and use of AEC content as compared to products offered by other software providers. In addition, we believe that our focus on specific industries makes our sales, marketing and product development efforts more efficient and effective in these targeted industry groups. We plan to devote substantial product development resources as well as additional sales and marketing resources in our efforts to expand our leadership position in each of our targeted vertical industries. 	
 		
 	•	Enhance and extend our collaborative software solutions. Our collaboration servers allow our users to maximize the value of large constructed assets by enabling the use, re-use and sharing of AEC content. Our content management and publishing products facilitate communication among project participants and non-engineers for purposes of building, maintaining, re-furbishing, repairing or operating these assets. We have invested significant research and development resources in our collaboration servers over the last three years and we intend to continue investing our resources to enhance this technology, as we believe collaboration servers will be a key component of our future growth. 	
 		
 	•	Grow our subscriptions revenues. In 2001, over 60% of our total revenues were derived from our subscriptions. In response to user demand, we have begun expanding Bentley SELECT to include monthly and annual term licenses for additional Bentley software solutions and a 	
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 		comprehensive enterprise subscription program for our largest users. We have aligned our sales force compensation, pricing structure and marketing materials to increase the adoption of Bentley SELECT subscriptions. We believe the recurring nature of subscriptions provides stability and predictability to our revenues. We expect to offer additional subscription programs under Bentley SELECT and to increase the percentage of our revenues derived from recurring subscriptions revenues. 	
 		
 	•	Increase our direct sales and support capabilities. While historically we had used a network of independent channel partners to reach our users, during the last several years we have been increasing our direct sales and support capabilities. This shift has been part of our strategy to gain more direct control of our largest customers and to maximize our opportunities with these accounts. In 2001, we began selling and delivering perpetual licenses directly to our users in North America as opposed to indirectly though our channel partners. This plan will be phased in globally in 2002. In 2003, we intend to begin servicing certain of our largest accounts exclusively with our direct sales and support personnel while our channel partners focus on growing our business outside of these defined accounts. We expect to continue to enhance our direct sales and support capabilities and adjust the role of our channel partners to maximize our opportunities. 	
 		
 	•	Expand our professional services. As our products have evolved from desktop applications to broader enterprise and web-based solutions, our users’ need for implementation, integration, customization and training services has also grown. To date, such professional services have largely been performed by our channel partners. Our collaborative solutions will require a greater degree of professional services and we intend to take a more active role in the delivery and management of these services. We expect to continue to expand our services capabilities, grow its contribution to revenues and position our services as a value independent of related software sales. 	
 		
 	•	Grow through strategic acquisitions. To date, we have acquired and successfully integrated companies and/or technologies that strategically supplement our product offerings within our targeted vertical industries. We expect to continue to use acquisitions to expand our product offerings, accelerate our product development process and enhance our leadership position within our targeted industries. 	
Our Products 
        We offer three types of products that enable our users to create, manage and publish AEC content. Our products include: 
			
 	•	MicroStation; 	
 		
 	•	Discipline-specific applications; and 	
 		
 	•	Collaboration servers. 	
        We offer our software through a renewable subscription program, known as Bentley SELECT, as well as through perpetual licenses. Our subscriptions revenues consist of annual recurring fees that our users pay for Bentley SELECT. Coverage under Bentley SELECT includes the right to use our products on a concurrent license basis and access to maintenance and technical support, product updates, upgrades and enhancements. Bentley SELECT further offers our users a comprehensive relationship management vehicle that provides streamlined software purchasing arrangements as well as access to on-line services, industry-specific knowledge bases, content libraries, training sessions and special events. Subscriptions revenues include Bentley SELECT coverage for separately sold perpetual licenses. Subscriptions revenues also include annual and monthly term licenses under the Bentley SELECT subscription program. We began offering term licenses with the introduction of our Geopak software product lines in 1996. In April 2002, we expanded our subscription program to include annual and monthly term licenses for additional Bentley software solutions and a comprehensive enterprise subscription program for our largest users. 
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        Certain of our discipline-specific applications are available as portfolio subscriptions that address the needs of specific engineering and architectural disciplines within our targeted industries. Currently, we offer portfolio solutions for road design, rail design, civil engineering, geoengineering, plant design and manufacturing facilities design. 
               MicroStation 
        Our design platform, MicroStation, is a graphical design environment used to create, visualize, query and publish intelligent two-dimensional drawings, maps and three-dimensional models. Drawings, maps and models are created using vector graphics and may incorporate or be associated with other data such as images, aerial photographs and database records. 
        MicroStation is used for architectural, engineering and analysis workflows necessary to support the design, construction and operation of large constructed assets such as roadways, bridges, buildings, industrial and power plants and utility networks. We bundle MicroStation with several companion products that can be configured with MicroStation to address specific workflows, including configurations for schematic design, three-dimensional design, civil engineering and geographic features. 
        Drawings, maps and models created on the MicroStation platform preserve the full range of AEC content in an easily accessible, searchable form. MicroStation V8 offers native support for DWG files created on competitive platforms, allowing users to open, modify, display and save files that were created in either the DWG file format or MicroStation’s DGN file format. 
        MicroStation serves as the single integrated operating platform for our discipline-specific applications. MicroStation’s standards-based architecture enables users to simplify data management and ensures application integration and consistency. MicroStation is delivered with Application Programming Interfaces (APIs), including Visual Basic for Applications, that are used by end users and third parties to customize and extend its capabilities. The discipline-specific applications typically support the same APIs. 
               Discipline-Specific Applications 
        Each architectural and engineering discipline requires applications that are tailored to its unique design challenges and that deliver more than simple computerized drafting. Civil engineering disciplines required to design a roadway, for example, are very different from the architectural, structural, piping and other disciplines necessary to design a manufacturing plant. Our discipline-specific applications extend MicroStation’s creation capabilities to enable automated, directed and intelligent design, specific to the unique requirements of each discipline. Our discipline-specific applications are fully integrated with each other, offering seamless interoperability in a single design environment. 
			
 	•	Architectural Design. Our architectural design applications are delivered with libraries of parametric building parts and support Internet links to vendor and manufacturer product catalogs. All aspects of the design are integrated into a three-dimensional model, and a rich set of visualization and simulation tools provides dynamic and photorealistic reviews. Traditional drawings, bills of materials and other reports can be extracted from the model, which acts as a geometrically indexed database of AEC content. 	
 		
 	•	Civil Engineering. Our civil engineering applications are used to design, construct, maintain and operate transportation infrastructure. These applications are used for roadway and corridor design, widening and resurfacing, survey site design and storm water removal, hydrology, earthworks, bridge modeling, interchange design, rail design and maintenance. Users of these products create plans, plan profiles, cross sections, contour maps, digital terrain models and alignments, information generally necessary to plan and support construction. We also offer transportation operation and maintenance solutions for routing and permitting of oversize and overweight vehicles, automatic traffic surveillance and control and right of way land acquisition and planning. 	
 		
 	•	Geoengineering. Governments and utilities use our geoengineering products for corridor mapping, network planning and management, engineering work orders, land base mapping, asset 	
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 		management, public works, tax assessment, land register, land use management, and water and wastewater management. Our geoengineering applications support document conversion, mapping, imaging and spatial analysis. Because our discipline-specific applications are integrated, our users are able to conduct engineering, architecture and geoengineering within the same design environment. 	
 		
 	•	Facilities. Automotive manufacturers, airports, banks and other occupants of large industrial and business complexes use our facilities applications to optimize factory floor layout, allocate and plan space and track and manage assets. Our facilities management applications are used to design, model and visualize facilities, associate asset records to their location and manage asset transactions. By providing quick and easy access to detailed and up to date AEC content pertaining to the facility and its associated assets, these applications help corporate and industrial users to optimize their use of space and lower operating costs. 	
 		
 	•	Plant Design. Our plant design applications enable piping and electrical systems design, instrumentation design and maintenance, equipment modeling, schematic and isometric drawing and interference detection. Our component-based architecture ensures that individual parts can be identified and intelligently manipulated. For example, a conduit for electrical cables can be used with related components created by other discipline-specific applications, without the loss of intelligence of the conduit component. Additionally, our applications support photorealistic simulation and animation of proposed changes, automatic detection of interference and other problems and dynamically projected models to specified construction milestones. These features provide project managers with actual versus planned construction comparisons, analysis of constructability issues, improved design and procurement strategies and alternatives for resolving design conflicts. 	
               Collaboration Servers 
        Our collaboration servers consist of content management servers and content publishing servers. 
        Our content management servers: 
			
 	•	act as a repository for AEC content created by our products, as well as for content created by other design and business products; 	
 		
 	•	enable synchronization between architectural and engineering disciplines and project participants; 	
 		
 	•	govern access to AEC content, ensuring security and enforcing data integrity; 	
 		
 	•	organize and index the information to support component and file-based queries; and 	
 		
 	•	integrate design, scheduling, procurement, operation, maintenance and other data from multiple, disparate systems, and allow it to be managed as though it were from a single, unified source. 	
        Our content publishing servers: 
			
 	•	render and print AEC designs as high-fidelity, large format drawings on local or remote devices; 	
 		
 	•	publish maps, models and high-resolution images over the network and Internet; 	
 		
 	•	support graphical and attribute-based queries and seamless integration with other data sources, such as an Oracle database; 	
 		
 	•	support Web development to enable users to create rich Web interfaces that organize the presentation of content through map, model or other interface paradigms; 	
 		
 	•	support streaming and other techniques to enable users to interactively navigate extremely large data sets, often gigabytes in size, even over low bandwidths; 	
 		
 	•	compose AEC content and deliver in appropriate formats to ERP, document management, procurement and other enterprise software systems; and 	
 		
 	•	deliver AEC content automatically based upon some event such as a date or workflow state. 	
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Technology and Product Architecture 
        Our software solutions are based on a single unified architecture and enable our users to create, manage and publish AEC content. MicroStation and discipline-specific applications are used to create AEC content and our collaboration servers are used to manage and publish such content. Our collaboration servers are accessed by users of MicroStation and related discipline-specific applications, as well as by many additional users that need access to AEC content. 
 
        Data generated by MicroStation and discipline-specific applications is stored in both files and relational databases. Data that is primarily graphical is stored in design files. The design file format used by MicroStation is known as the DGN format. With MicroStation V8, the DGN format was extended to store more complex data, track the history of graphical components, embed information using XML and store a superset of the data that is stored in other design file formats, particularly DWG, the other leading file format. MicroStation is the only platform that provides native support for both file formats. DGN files have mechanisms that allow nongraphical data associated with graphics to be stored either within the file itself, or linked to external relational databases. 
        Our collaboration servers store the design files and other files typically associated with AEC projects, such as Microsoft Word files and Microsoft Excel spreadsheets and keep metadata about those files in a relational database such as Oracle. The metadata about these files includes file location, when and by whom revisions have been made, access rights, cross-referenced files and other similar information. The relational database may also contain an index of other relevant data contained within design files. The client software used to create the content connects to the collaboration server to request that data be delivered to the local computer for modification. Users who are not editors, but viewers of the content, can use thin, browser-based clients to request that the collaboration server deliver the appropriate data to their browser window. 
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        Certain of our collaboration servers are designed to integrate and publish information from multiple sources, including design files, other application files such as spreadsheets and data stored in integrated databases. Information is collected from those sources using “adapters,” and business rules are defined in a macro language to relate the disparate data from those multiple sources. For example, the components in a design file can be linked to procurement data stored in a relational database and to scheduling information from a project schedule database to deduce and graphically display the components that will delay the project unless their delivery date is expedited. 
        MicroStation, our discipline-specific applications and collaboration servers have been developed using a combination of the C, C++, Microsoft Visual Basic, SQL and Java programming languages. Our users and third parties use documented APIs to extend and customize the applications. 
        MicroStation and our discipline-specific applications require a Microsoft Windows operating system. We currently support Windows 98, Windows NT, Windows 2000 and Windows XP. Our collaboration servers consist of server programs and a variety of client programs. Databases can run on either Microsoft Windows or Unix-based server systems. 
        Additionally, we offer an on-line project collaboration site to our Bentley SELECT subscribers. This site provides a neutral place for distinct organizations to collaborate and to coordinate project communication and data sharing. Our collaboration servers include similar functionality for users who prefer in-house collaboration networks. 
Our Services 
        We offer services including implementation, integration, customization and training, which are generally billed on a time and materials basis. As of March 31, 2002, there were 214 employees in our professional services organization, consisting of the following: 
			
 	•	Bentley Consulting. Our consultants offer our users extensive industry knowledge and experience, and are integral to the successful implementation of our solutions. Our consultants work with our users to implement and integrate our solutions and customize to address our users’ unique workflow requirements or enterprise computing environment where necessary. Our consultants are aligned with our targeted vertical industries in order to support our users’ needs. We have also designated certain channel partners as Bentley Integrators to provide implementation and support services for our products. These channel partners work with us through the Bentley Integration Network to integrate our solutions with technologies from other vendors and offer a variety of outsourced services to our users. 	
 		
 	•	The Bentley Institute. Our professional services team, together with our global network of certified training partners, deliver training programs for our users, from core applications and systems administration to advanced techniques in discipline-specific applications, as well as a range of customized training packages. 	
 		
 	•	Technical Support Group. Our Technical Support Group provides technical services, technical operations and program development to our users worldwide. There are three support centers, located in Exton, Pennsylvania, Hoofddorp, The Netherlands and Melbourne, Australia, providing 24-hour support for our Bentley SELECT subscribers. 	
Our Users 
        Our users design, engineer, build and operate large constructed assets, such as roadways, bridges, buildings, industrial and power plants and utility networks. We focus on five vertical industries that deploy such assets: transportation, manufacturing plants, building, utilities and government. 
        Currently, there are more than 315,000 licensed commercial users of our design platform, MicroStation, excluding licenses distributed for academic, training or demonstration purposes. Our customer base is geographically diverse with nearly half of our total revenues generated outside of North America in 2001. In 2001, over 330 customers contributed more than $100,000 each to our revenues, 
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accounting for approximately 48% of total revenues, and nearly 1,300 customers contributed more than $25,000 each to our revenues, accounting for approximately 70% of total revenues. No single customer accounted for over 1% of total revenues in 2001. 
        Our user base consists of owner/ operators of large constructed assets and contracting firms — architects, engineers, constructors and consultants – that provide design, procurement, construction and related services to owner/ operators. Approximately two-thirds of our MicroStation licenses are registered by owner/ operators, approximately one-third of which are within government agencies. 
               Contracting Firms 
        Most of the largest contracting firms are global and serve multiple markets. The top 500 U.S.-headquartered contracting firms are ranked annually by Engineering News Record (ENR), a McGraw-Hill publication, on the basis of their design billings. Among the top 50 of these contracting firms, 38 firms contributed at least $100,000 each to our revenues in 2001. The following are the number of Bentley users among all ENR categories that contributed more than $100,000 each to our revenues in 2001: 
               16 of the top 20 in industrial process and petrochemical 
               19 of the top 20 in transportation 
               19 of the top 20 in power 
               11 of the top 20 in hazardous waste 
               8 of the top 20 in general building 
               12 of the top 20 in sewer/waste 
               13 of the top 20 in water 
               16 of the top 20 in telecommunications 
               12 of the top 20 in manufacturing 
        The following list sets forth our ten largest contracting firm customers in North America and internationally based on 2001 total revenues: 
 	 	 	 	 	 	 	 	 	
North America	
	
Bechtel Group, Inc. 	 	CH2M Hill, Incorporated 	 	Fluor Corp. 	 	HDR Engineering, Inc. 	 	HNTB Corporation 	
Jacobs Engineering Group Inc. 	 	Parsons Brinckerhoff Inc. 	 	Peter Kiewit Sons 	 	URS Corporation 	 	The Washington Group International, Inc. 	
International	
	
Arup Group Ltd. (UK) 	 	Foster and Partners(UK) 	 	Halcrow Group(UK) 	 	JGC (Japan) 	 	Kvaerner Goup (Norway) 	
EPC Latina Americana S.A. (Brazil) 	 	Takenaka Corporation (Japan) 	 	Technip Coflexip (France) 	 	Wood Group Ltd. (UK) 	 	WS Atkins PLC(UK) 	
          Owner/Operators 
        Transportation. We are a leading provider of software solutions for the planning, design, construction and operation of transportation infrastructure, as well as intelligent transportation systems. Our transportation owner/operator users own and operate road and rail systems, airports and seaports. 
        Manufacturing Plants. We are a leading provider of software solutions for process and discrete manufacturing industries, including automotive, biotech, chemicals, electronics, food and beverage, mineral and metals, oil and gas, pharmaceuticals, power generation, pulp and paper and shipbuilding. We provide a range of integrated applications for physical and conceptual plant design, construction and facility operations and for related information management. 
        Building. We are a leading provider of software solutions to owner/ operators of commercial and institutional facilities who utilize our solutions for the design and construction of efficiently and timely-built facilities, at reduced construction and operating costs, and for space management and planning. 
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        Utilities. We are a leading provider of software solutions for utility organizations around the world, with a focus on planning, designing and engineering, operating and maintaining “outside plant” networks. Our products are used for a variety of applications, including rights-of-way mapping, network provisioning, engineering work orders and asset management. 
        Government. We are a leading provider of software solutions to municipal and central government organizations around the world, for public works, defense and environmental applications such as parcel mapping and land registry, water and wastewater network management, and facilities engineering. 
        The following lists the ten owner/operators within the transportation, manufacturing plants, utilities and government industries, and the owner/operators within the building industry, that contributed the highest amounts to our total revenues in 2001, in each case in excess of $100,000: 
 	 	 	 	 	 	 	 	 	
Transportation		Manufacturing Plants		Building		Utilities		Government	
									
46 U.S. state departments of transportation

Banverket (Sweden)

Dallas Fort Worth International Airport

Deutsche Bahn AG (Germany)

DSB (Denmark)

Federal Aviation Administration

Fraport AG (Germany)

Group EGIS (France)

London Underground Limited (UK)

New York City Transit Authority 	 	Alstom (France)

DaimlerChrysler Corporation

Duke Energy Corporation

EQUATE
Petrochemical (Kuwait)

Fincantieri Cantieri
Navali Italiani SpA
(Italy)

Merck

Pemex (Mexico)

Petrobras (Brazil)

Saudi Aramco

Siemens KWV (Germany) 	 	Hong Kong SAR Government (China)

Lucent Technologies

New York City Housing Authority

Starbucks Coffee

Union Bank of Switzerland (Switzerland) 	 	Bell South Corporation

Colt Telecom (UK)

Consolidated Edison Inc.

Consumers Energy

EDF GDF (France)

KPN Holding (Netherlands)

San Antonio City Public Service Board

SBC Communications Inc.

Telewest Communications plc (UK)

Verizon/GTE 	 	BAW Ilmenau (Germany)

City of Minneapolis

City of Toronto (Canada)

Conseils Generaux & Regionaux (France)

LARIS Center (Russia)

Ministere de la Defense (France)

San Diego Data Processing Corporation

U.S. Air Force and Army

U.S. Army Corps of Engineers

U.S. Federal Government 	
Case Studies 

	Bechtel Corporation	
        Bechtel Corporation, one of the world’s largest engineering and construction firms, is the prime contractor for the River Protection Project Waste Treatment Plant (WTP) in Hanford, Washington. The WTP is part of the government’s solution to the U.S. Department of Energy’s (DOE) single largest nuclear waste issue, the Hanford Tank Farm, which contains approximately 53 million gallons, in 177 underground tanks, of radioactive chemical and nuclear waste from reprocessing operations. Concerned about the deterioration of the tanks and the potential for radioactive waste to seep into the nearby Columbia River, the DOE commissioned the WTP in order to clean the site and securely store the nuclear waste. The total cost of the project, including design and construction, is estimated to be approximately $4 billion over 10 years. The project will use 250,000 cubic yards of concrete, 58,000 tons of reinforcing and structural steel, 1,500 tons of ductwork, nearly one million linear feet of pipe and 6 million feet of wire and cable. 
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        After being named the prime contractor on the WTP in December 2000, Bechtel desired a set of software solutions to streamline the design and construction of the project, including: 
			
 	• 	construction simulation applications to preview design changes and improve workflows; 	
 		
 	• 	collaboration servers to manage AEC content throughout the project’s lifecycle; and 	
 		
 	• 	an integrated platform for employees located in multiple areas to share data. 	
        Bechtel selected our solutions for the WTP because it believes our discipline-specific applications best address its architectural, structural, HVAC and other project requirements. Bechtel recently implemented our software to perform three-dimensional graphic modeling for construction design and simulation, with a goal to reduce project costs by improving constructability and minimizing change at the project site. Bechtel also uses our collaboration servers to manage, integrate and maintain over 25,000 files created in multiple applications for various disciplines. In addition, our collaboration servers enable project participants to query, search and leverage AEC content over the plant’s lifecycle, an important requirement of the DOE. For the design and construction of the WTP, Bechtel currently uses MicroStation, 15 discipline-specific applications and our collaboration servers, employing over 850 licenses. 
        Bechtel standardized on the MicroStation platform in 1991 and currently owns nearly 3,000 MicroStation licenses world-wide. 
          Pentagon Renovation Program 
        The Pentagon, which is the headquarters for the U.S. Department of Defense, is the world’s largest low-rise office building and accommodates a daily population of approximately 23,000 employees. Since its original construction in 1943, the Pentagon has never undergone a major renovation. However, in 1991, approval was granted to begin the Pentagon Renovation Program (PenRen) in order to meet current health, fire and life safety codes and provide reliable electrical, air conditioning and ventilation services. PenRen is a long-term renovation project that entails more than 6,000,000 square feet of space and a multibillion-dollar budget. As part of this project, PenRen initiated the first comprehensive effort to standardize and organize all AEC content created in the Pentagon’s 58-year history. PenRen sought a solution that provided the most cost-effective way to: 
			
 	• 	standardize the process by which AEC models are created; 	
 	• 	access AEC content in real-time to support renovation decisions; and 	
 	• 	utilize AEC content throughout the lifecycle of the facility. 	
        PenRen uses our MicroStation platform to integrate considerable amounts of data into cohesive three-dimensional images. MicroStation enables PenRen to gather and exchange graphic images and notational data; draw and distribute construction designs; provide animated three-dimensional models and presentations; and coordinate AEC content with subcontractors, supervisors and operations staff. PenRen utilizes MicroStation, along with third party solutions, to generate AEC content that supports the simulation of the movement of people, furniture and equipment, resulting in fewer disruptions and minimized costs. Our products play a central role in the Pentagon’s long-term facility and infrastructure management plan by allowing easy access to AEC content over the life of the facility. 
        In the wake of the September 11, 2001 attack on the Pentagon, MicroStation-based engineering models of the Pentagon quickly produced detailed structural drawings for use by rescue crews, structural engineers and law enforcement officers. 
          New York State Department of Transportation 
        The New York State Department of Transportation (NYSDOT) manages a large and complex transportation system with over 110,000 highway miles, 17,000 bridges, 5,000 rail miles, 456 aviation facilities and 12 major ports. Prior to implementing our solutions, the NYSDOT managed its AEC content either manually or through a variety of internally developed systems. The NYSDOT experienced significant challenges in efficiently creating and managing AEC content, communicating project changes in 
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real-time to project participants located in multiple sites and providing timely and easy access to relevant information. 
        The NYSDOT began utilizing our solutions in 1987 with an initial purchase of 100 MicroStation licenses and added 125 licenses of our roadway design solution in 1989. By 2001, NYSDOT held 600 licenses of MicroStation, 325 licenses of our roadway design solution and 800 licenses of our network plotting application. In 2002, NYSDOT entered into a five-year, $5.2 million enterprise subscription agreement with us, which provides access to our full suite of collaborative software solutions, as well as our consulting and training services. The NYSDOT uses MicroStation and our discipline-specific applications to design and support multi-billion dollar capital projects annually and our collaboration servers to improve production workflow and standardize technical drawings. NYSDOT will use our collaboration servers to organize and provide security for its 7,000 active and archived projects, consisting of more than 300,000 files. The tight integration and support of these solutions enable the NYSDOT to efficiently complete a greater number of projects while utilizing fewer resources. 
          Bligh Lobb Sports Architecture 
        Bligh Voller Nield, a MicroStation user since 1991, is one of Australia’s largest architecture practices. Bligh Voller Nield joined forces with a leading UK-based architectural firm, Lobb Partnership, to form a team of sports facility specialists called Bligh Lobb Sports Architecture (BLSA). In 1996, BLSA won the bid to design, build and operate Stadium Australia, the largest Olympic stadium ever built. A challenging design feature of the Sydney 2000 Olympic Stadium was the translucent, saddle-shaped roof, which was designed to effectively shade and protect spectators, allow maximum natural light for athletes and provide an environment for optimal turf growth. Another design consideration for the stadium was the objective to reduce seating capacity by over 25% following completion of the Olympics, to save on future maintenance costs. BLSA was seeking a solution that had three-dimensional simulation capabilities to review numerous versions of the project prior to construction and a collaboration platform for project participants and contractors to share data seamlessly. 
        BLSA used our three-dimensional design capabilities to assist in designing and building Stadium Australia, including producing accurate drawings and models, automating engineering tasks and optimizing construction schedules. Using our three-dimensional models before construction began, BLSA was able to simulate the effects of light on the playing field and stands by creating a video with photo realistic animations containing “time-lapse” pieces for sunlight and shadow effects. In addition, our three-dimensional models simulated the phased seating reduction that was to follow the end of the Olympics. Our solutions allowed BLSA to explore multiple versions of the general stadium design, enabling collaboration and communication between various members of the design and construction teams. Construction of Stadium Australia began in September 1996, was completed three months ahead of schedule and successfully met budget guidelines. 
Sales and Marketing 
        We market and sell our products, subscriptions and services globally, through a combination of a direct sales force and channel partners. 
        Our direct sales force and services organization is organized geographically into 11 territories. Five of these territories report to the Vice President of North America Operations and the remaining six report to the Senior Vice President of International Operations. In North America, in addition to our headquarters in Exton, Pennsylvania, we have 11 sales offices. Our international operations are headquartered in The Netherlands and we have 58 sales offices in 35 countries throughout Europe, the Middle East, Africa, Asia/Pacific and Latin and South America. In addition to our regionally-based sales force, we have supplemental industry-based teams of senior-level personnel who focus on opportunities in our targeted vertical industries. 
        We also utilize a network of independent channel partners that provide sales, service and support to their assigned accounts and are responsible for developing new opportunities. Among our channel partners 
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is a select group known as Bentley Integrators, which provides implementation and support services for our products. We own a minority equity interest or have an option to acquire a minority equity interest in 9 of our 11 Bentley Integrators. Our North American operations include 45 channel partners, of which 6 are Bentley Integrators, and our operations outside North America include 239 channel partners, of which 5 are Bentley Integrators. 
        From 1987 through 1994, our products were distributed exclusively through Intergraph Corporation. In 1995 we began to develop a network of channel partners and a direct sales function to distribute our products other than through Intergraph and Intergraph continued distribution of our products on a non-exclusive basis. Over the past several years, we have increased our direct sales and support capabilities, focused on a reduced number of high quality channel partners and revised their compensation structure. In 2001 in North America, we further enhanced our direct relationship with our users by selling and delivering directly as opposed to indirectly through our channel partners. This change will be phased in globally during 2002. In February 2002, we announced our latest efforts to enhance our direct end user relationships by servicing certain of our largest accounts exclusively with our direct sales and support personnel while our channel partners focus on growing our business outside of these defined accounts. This change is aimed at properly deploying our limited sales and service resources toward the maximum number of opportunities. We plan to implement this new plan in 2003. 
        Our marketing programs, developed corporately and executed locally, are driven by our effort to learn continuously about our users and their needs to tailor our products to their specific industries and interests. We focus on existing accounts and the potential of those accounts to purchase additional Bentley solutions by communicating our corporate mission to retain and grow subscriptions revenues and by supporting the sales efforts of our direct sales force and channel partners. Our marketing efforts include industry-focused trade shows and Bentley sponsored seminars, general and industry relevant electronic newsletters, newsgroups and Web sites, the annual international user conference and local user group functions, editorial coverage and trade advertising. Our Bentley Education Network promotes curriculum development in academic courses relating to our products within colleges, universities and other educational institutions worldwide. 
Research and Development 
        Since inception, we have devoted significant resources to develop our products and services. We believe our future success depends in large part on continuing innovation and rapid development. Our total research and development expenses were $40.5 million in 2001, $35.3 million in 2000 and $34.0 million in 1999. As of March 31, 2002, our research and development organization consisted of 333 employees. Our principal development center is in Exton, Pennsylvania, with other centers in Huntsville, Alabama, Miami, Florida, Turku, Finland and Quebec City, Canada. We expect to continue to devote substantial resources to our research and development activities. 
Competition 
        The market for our software products and services has been and continues to be intensely competitive. We expect additional competition from established as well as emerging software companies. Our competitors vary in size and in the scope of the products and services they offer and include well-established companies that have larger installed user bases. We encounter competition from a number of sources, including: 
			
 	•	technology companies providing content creation, management and publishing in the vertical industries that we target, including transportation, manufacturing plants, building, utilities and government. These include Autodesk, Intergraph (which is one of our principal stockholders), CadCentre (Aveva Group), Dassault Systemes, Eaglepoint, Nemetschek, Graphisoft, ESRI and Siemens, among others. 	
 		
 	•	vendors of factory planning solutions, including mechanical computer aided design, such as Dassault Systemes and Electronic Data Systems Corporation; 	
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 	•	vendors of product lifecycle management solutions, such as Agile, MatrixOne and SAP; 	
 		
 	•	generalized content management, document management and publishing vendors, such as Documentum, FileNet and Open Text Corporation; 	
 		
 	•	horizontal collaborative, enterprise software vendors, such as Microsoft Corporation and Oracle; 	
 		
 	•	systems integrators, who may advocate for alternative approaches or competitive solutions; and 	
 		
 	•	“in house” information technology departments or local technology providers that may develop technology that provides some or all of the functionality of our products and services. 	
        Some of the products from vendors targeting the same vertical industries we target are built upon our design platform, MicroStation, such as applications offered by Intergraph. Intergraph also offers applications on its own platform technologies such as SmartPlant and GeoMedia. Other competing products are built upon other design platforms, such as AutoCAD and other proprietary platforms. To some degree, vertical application competition is derived from a design platform decision. Application vendors are typically very focused on serving their target industries and compete very aggressively. 
        We believe that the principal competitive factors affecting our market include: 
			
 	•	new product and technology introductions; 	
 		
 	•	product features, functionality, performance and price; 	
 		
 	•	availability, completeness and integration of discipline-specific applications; 	
 		
 	•	collaborative capabilities among project participants; 	
 		
 	•	product enhancements; 	
 		
 	•	ease of integration and speed of implementation; 	
 		
 	•	knowledge of a customer’s industry; 	
 		
 	•	level of customer service and training; 	
 		
 	•	sales and marketing efforts; and 	
 		
 	•	company reputation. 	
        Although we believe our solutions currently compete favorably with respect to these factors, we may not be able to maintain our competitive position against current and potential competitors, especially those with significantly greater financial, marketing, service, support, technical and other resources. Maintaining and growing our market share depends heavily upon our success in innovating, enhancing current products and developing or acquiring new products. Emerging technologies can disruptively change the competitive landscape and can permit new and strong competitors to emerge or allow existing competitors to strengthen their positions. Increased competition may impair our ability to maintain market share and may result in price reductions and reduced revenues and profit margins, any of which would harm our business. 
Intellectual Property 
        Our success and ability to compete is dependent in part on our ability to develop and maintain the proprietary aspects of our technology without infringing the proprietary rights of others. We rely primarily on a combination of contract, patent, copyright, trademark and trade secret laws as well as other measures, including confidentiality agreements, to protect our proprietary information. Existing copyright laws afford only limited protection. We cannot guarantee that these protections will be adequate or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology. In addition, the laws of certain countries in which our software products are or may be licensed do not protect our software products and intellectual property rights to the same extent as the 
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laws of the United States. As of March 31, 2002, we had 6 issued patents and 22 pending patents with the U.S. Patent and Trademark Office. 
        We integrate third-party software into certain of our products. In particular, we license the following software, which is incorporated into MicroStation: 
			
 	•	the Parasolids solids modeling library from Unigraphics Solutions, Inc., a subsidiary of Electronic Data Systems Corporation, which license expires in October 2005; and 	
 		
 	•	the OpenDWG toolkit from the OpenDWG Alliance, which is subject to a perpetual license. 	
        We may not be able to renew these or other third-party licenses or to develop or purchase alternative technology. Even if licenses for third-party software or licenses for alternative technology are available to us, they may not be available on commercially reasonable terms. If we cannot maintain or acquire licenses for important third-party software or develop or license similar technology on a timely or commercially reasonable basis, our business, financial condition and operating results will be seriously harmed. 
        We do not believe our software products, third-party software products we offer under sublicense agreements, our trademarks or our other proprietary rights infringe the proprietary rights of third parties. However, we cannot guarantee that third parties will not assert infringement claims against us with respect to current or future software products or that any such assertion may not require us to enter into royalty arrangements or result in costly litigation. 
        Our license agreements with our users contain provisions designed to limit the exposure to potential product liability claims. It is possible, however, that the limitation of liability provisions contained in these license agreements may not be valid as a result of future federal, state or local laws or ordinances or unfavorable judicial decisions. Although we have not experienced any material product liability claims to date, the license and support of our software for use in mission critical applications creates the risk of a claim being successfully pursued against us. Damages or injunctive relief resulting under such a successful claim could seriously harm our business. 
Employees 
        As of March 31, 2002, we had 1,145 full time employees, including 507 in sales and marketing, 333 in research and development, 214 in professional services and user support and 91 in administration. Our performance depends in significant part on our ability to attract, train and retain highly qualified personnel. None of our employees are represented by a labor union and we believe that our relations with our employees are good. 
Facilities 
        Our corporate headquarters and executive offices are in Exton, Pennsylvania, where we own two adjacent office buildings aggregating approximately 78,000 square feet. We also lease a European regional headquarters in Hoofddorp, The Netherlands. We believe our current facilities are adequate for our needs for the foreseeable future. 
Legal Proceedings 
        From time to time we become involved in litigation arising out of operations in the normal course of business. As of the date of this prospectus, we do not believe the outcome of any pending legal proceeding of which we are a party will have a material adverse effect on our operating results or financial position. 
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MANAGEMENT 
Directors and Executive Officers 
        The following table sets forth information with respect to our directors and executive officers as of March 31, 2002: 
 	 	 	 	 	 	 	
Name		Age		Position	
					
Greg Bentley 	 	 	46	 	 	Chief Executive Officer, President and Chairman of the Board 	
Keith A. Bentley 	 	 	43	 	 	Director and Co-Chief Technology Officer 	
Barry J. Bentley, Ph.D. 	 	 	45	 	 	Director and Co-Chief Technology Officer 	
Alton B. (Buddy) Cleveland, Jr. 	 	 	52	 	 	Senior Vice President, General Manager, Bentley Software 	
Ted Lamboo 	 	 	44	 	 	Senior Vice President, International Operations 	
David G. Nation 	 	 	49	 	 	Senior Vice President of Corporate Affairs, General Counsel and Secretary 	
Malcolm S. Walter 	 	 	48	 	 	Chief Financial Officer, Senior Vice President and Head of Field Operations 	
Kirk B. Griswold 	 	 	40	 	 	Director 	
Jay D. Seid 	 	 	41	 	 	Director 	
        Greg Bentley has served as President and Chairman of the Board since June 1996 and Chief Executive Officer since August 2000. Prior to joining us in 1991, Mr. Bentley founded and served as Chief Executive Officer of Devon Systems International, Inc., a provider of financial trading software. In 1987, that company was acquired by SunGard Data Systems, Inc., a New York Stock Exchange listed information technology provider. Mr. Bentley continues to serve as a director of SunGard and a member of its Audit Committee. Mr. Bentley holds a bachelor’s degree in Decision Sciences and a M.B.A. in Finance from the Wharton School of the University of Pennsylvania. 
        Keith A. Bentley is one of our co-founders and has served as Co-Chief Technology Officer since March 2002 and prior thereto he served as Chief Technology Officer since August 2000. He has also served as a director and an executive officer since our inception in 1984. Mr. Bentley was our President until 1996 and our Chief Executive Officer until August 2000. He holds a bachelor’s degree in Electrical Engineering from the University of Delaware and a M.A. in Electrical Engineering from the University of Florida. 
        Barry J. Bentley, Ph.D. is one of our co-founders and has served as Co-Chief Technology Officer since March 2002. He has served as a director and an executive officer since our inception in 1984. He served as Executive Vice President from June 1996 to March 2002 and is involved with the planning and development of our software products and technology. From September 1984 to June 1996, Dr. Bentley served as Chairman of the Board. His software development career dates back to 1979, when he co-founded and served as Vice President of Dynamic Solutions Corporation, a software firm. Dr. Bentley holds a bachelor’s degree in Chemical Engineering from the University of Delaware and a M.S. and Ph.D. in Chemical Engineering from the California Institute of Technology. 
        Alton B. (Buddy) Cleveland, Jr. has served as Senior Vice President and General Manager of Bentley Software since August 2000. Bentley Software is our division that is responsible for the strategic direction and management of all of our software products and development activities. From June 1999 to August 2000, Mr. Cleveland served as Senior Vice President of our Model Engineering Business Group. He originally joined us in December 1997 when we acquired Jacobus Technology, which he founded and served as its President from its inception in 1991 until June 1999. Before founding Jacobus Technology, Mr. Cleveland had a 20-year career with Bechtel Corporation, where he last served as Manager of Automation Technology. He holds a bachelor’s degree in Engineering from Johns Hopkins University. 
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        Ted Lamboo has served as Senior Vice President, International Operations since January 2000. In that capacity, he defines the overall strategy for expansion in regions outside North America, as well as ensuring continued local-language support for users from diverse countries. From September 1994 through December 1997, Mr. Lamboo served as Senior Vice President of Sales at Bentley Europe, Middle East and Africa and from January 1998 to January 2000 he served as President, Bentley Asia/ Pacific. Previously, Mr. Lamboo served for 13 years at Intergraph Europe, the European headquarters of Intergraph Corporation. He holds a M.S. in Geodetic Engineering from the University of Utrecht in the Netherlands and several post-graduate diplomas in Computer Engineering and Development. 
        David G. Nation has served as Senior Vice President of Corporate Affairs, General Counsel and Secretary since December 1995. In addition to his management of our legal affairs, Mr. Nation supervises our human resources department and much of our business development and financial activities. Previously, he was Senior Vice President and General Counsel of Continental Medical Systems, Inc., a New York Stock Exchange listed company. Prior to 1991, he was a partner at the law firm of Drinker Biddle & Reath LLP. He holds a bachelor’s degree from the Wharton School of the University of Pennsylvania and a J.D. from Boston University School of Law. 
        Malcolm S. Walter has served as Chief Financial Officer and Senior Vice President since October 1999 and Head of Field Operations since March 2002. In addition to his duties as CFO, he has had responsibility for the functions of a chief operating officer for our global sales and marketing organization since August 2000. He also manages certain back office functions supporting our sales organization and operations. In the four years prior to his joining us in October 1999, Mr. Walter was Chief Financial Officer for R&B, Inc., a Nasdaq listed company and a worldwide distributor of automotive parts for aftermarket repair. Previously, Mr. Walter held positions in finance and operations with several technology companies. Mr. Walter is a CPA and worked for Arthur Andersen for six years. He holds a bachelor’s degree in Accounting and Computer Science from the Wharton School of the University of Pennsylvania. 
        Kirk B. Griswold has served as a director since April 2002. Mr. Griswold co-founded and has served as a Partner since May 1996 of Argosy Investment Partners, L.P., an investment company specializing in small and lower middle market companies. Since November 1990, he also has served as Managing Director of Odyssey Capital Group, L.P., a private investment fund affiliated with Argosy Investment Partners, L.P. Mr. Griswold holds a bachelor’s degree in Physics from the University of Virginia and a M.B.A. in both Management and Finance from the Wharton School of the University of Pennsylvania. 
        Jay D. Seid has served as a director since June 1999. Mr. Seid has been a Managing Director of Bachow & Associates, Inc. since May 1997. From December 1992 through May 1997, he was a Vice President of Bachow & Associates, Inc. Previously, Mr. Seid practiced corporate law at Wolf, Block, Schorr & Solis-Cohen. Mr. Seid currently serves on the board of directors of Paradigm Geophysical Ltd. and Berger Holdings, Ltd. He holds a bachelor’s degree in Business Administration, Economics and Art History from Rutgers University and his J.D. from New York University School of Law. 
        Messrs. Greg, Keith and Barry Bentley are brothers. Raymond and Richard Bentley, who work at our company, are also brothers of Greg, Keith and Barry Bentley. 
Executive Committee 
        We have an Executive Committee that meets periodically to set overall policies and strategies and to make key decisions regarding our operations and technology development priorities. The Executive Committee is not a committee of our board of directors. Messrs. Greg, Keith and Barry Bentley and Messrs. Cleveland, Lamboo, Nation and Walter are members of the Executive Committee. 
Board of Directors 
        Our board of directors currently consists of five directors. At the closing of this offering, our board of directors will be divided into three classes serving staggered three-year terms. Each year, the directors of 
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one class will stand for election as their terms of office expire. Barry Bentley and Jay Seid will serve as Class I directors with their terms of office expiring in 2003; Keith Bentley and Kirk Griswold will serve as Class II directors with their terms of office expiring in 2004; and Greg Bentley will serve as a Class III director with his term of office expiring in 2005. The board plans to appoint an additional independent director within 12 months after the closing of this offering to serve as a Class III director. At each annual meeting of stockholders after the initial classification of the board of directors, the successors to directors whose terms will then expire will be elected to serve from the time of their election until the third annual meeting of stockholders following such election. 
Board Committees 
        Prior to this offering all of our directors were members of the audit committee. Following this offering, our board of directors will establish an audit committee and compensation committee whose members will not be our employees or be affiliated with management. In keeping with New York Stock Exchange listing requirements, our board of directors will adopt a charter for our audit committee. We will file this charter at least once every three years as an appendix to our annual proxy statement that we file with the Securities and Exchange Commission. 
        The functions of the audit committee will initially be to: 
			
 	•	review quarterly and annual financial statements; 	
 		
 	•	evaluate and recommend to our board of directors the firm of independent public accountants to be appointed as our auditors, which firm will be ultimately accountable to our board of directors through the audit committee; 	
 		
 	•	review and discuss with the outside auditors their audit procedures, results, scope, fees and timing of the audit; 	
 		
 	•	review the written statements from the outside auditors concerning any relationships between the auditors and us or the provision of non-audit services, including information technology and other non-audit services, that may adversely affect the independence of the auditors and, based on such review and other factors, assess the independence of the outside auditors; 	
 		
 	•	review and discuss with our management and the outside auditors our financial statements and our auditors’ judgment as to the quality of our accounting practices, principles and internal controls; 	
 		
 	•	review and discuss with management and the outside auditors: (a) any material financial or non-financial arrangements we have which do not appear on our financial statements; and (b) any transactions or courses of dealing with parties related to us which are significant in size or involve terms or other aspects that differ from those that would likely be negotiated with independent parties and which arrangements or transactions are relevant to an understanding of our financial statements; 	
 		
 	•	review and discuss with management and the outside auditors the accounting policies that may be viewed as critical and any significant changes in our accounting policies and proposals that may have a significant impact on our financial reports; 	
 		
 	•	review material pending legal proceedings involving us and other contingent liabilities; and 	
 		
 	•	review the appropriateness of the audit committee charter on an annual basis. 	
        As required by the New York Stock Exchange, we plan to appoint another independent director as a member of the audit committee within 12 months following this offering. 
Director Compensation 
        We historically have not compensated our directors for serving on the board. After this offering, we will provide annual cash compensation to each non-employee director of $15,000 plus $2,000 to audit and 
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compensation committee members for each committee meeting attended. Under our 2002 stock option plan for non-employee directors, each of our non-employee directors will receive an automatic annual grant of an option to purchase 5,000 shares of our common stock. See “— Benefit Plans — 2002 Stock Option Plan for Non-Employee Directors.” 
Executive Compensation 
        The following table shows information concerning compensation paid in the year ended December 31, 2001 to our (1) Chief Executive Officer, (2) our Co-Chief Technology Officers, (3) the remaining members of our Executive Committee and (4) two highly compensated non-executive employees. 
Summary Compensation Table 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
										Long-Term			
						Compensation			
				Annual Compensation(1)					
						Securities			
						Other Annual		Underlying		All Other	
Name and Principal Position		Year		Salary		Bonus		Compensation(2)		Options		Compensation(3)	
													
Greg Bentley* 	 	 	2001	 	 	$	200,000	 	 	$	1,073,000	(4)	 	$	68,534	 	 	 	—	 	 	$	6,800	 	
 	Chief Executive Officer, President and Chairman 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Keith A. Bentley* 	 	 	2001	 	 	 	200,000	 	 	 	1,073,500	(4)	 	 	68,534	 	 	 	—	 	 	 	6,800	 	
 	Co-Chief Technology Officer 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Barry J. Bentley, Ph.D.* 	 	 	2001	 	 	 	200,000	 	 	 	1,073,000	(4)	 	 	68,534	 	 	 	—	 	 	 	6,800	 	
 	Co-Chief Technology Officer 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Alton B. (Buddy) Cleveland, Jr.* 	 	 	2001	 	 	 	180,000	 	 	 	121,253	(5)	 	 	—	 	 	 	40,000	 	 	 	6,800	 	
 	Senior Vice President and General Manager of Bentley Software 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ted Lamboo* 	 	 	2001	 	 	 	129,022	 	 	 	206,462	(5)	 	 	—	 	 	 	30,700	 	 	 	—	 	
 	Senior Vice President, International Operations 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
David G. Nation* 	 	 	2001	 	 	 	275,000	 	 	 	257,902	(5)	 	 	34,267	 	 	 	50,000	 	 	 	6,172	 	
 	Senior Vice President of Corporate Affairs, General Counsel and Secretary 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Malcolm S. Walter* 	 	 	2001	 	 	 	243,750	 	 	 	194,001	(5)	 	 	—	 	 	 	40,000	 	 	 	6,800	 	
 	Chief Financial Officer, Senior Vice President and Head of Field Operations 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Raymond B. Bentley 	 	 	2001	 	 	 	200,000	 	 	 	716,167	(4)	 	 	34,267	 	 	 	—	 	 	 	6,800	 	
Richard P. Bentley 	 	 	2001	 	 	 	200,000	 	 	 	357,333	(4)	 	 	34,267	 	 	 	—	 	 	 	6,800	 	

  *	Member of the Executive Committee. 	
		
(1)	With respect to each of the persons listed on the “Summary Compensation Table,” the aggregate amount of perquisites and other personal benefits, securities or property received was less than either $50,000 or 10% of the total annual salary and bonus reported for such persons. 	
 		
(2)	Amounts listed represent interest paid in August 2001 in connection with an aggregate of $5.1 million of deferred compensation earned in 1999. Interest on the deferred compensation is at the rate of 6% per annum and is paid annually. The deferred compensation will be paid six months after this offering. See “Certain Relationships and Related Transactions — Transactions with Executive Officers.” 	
 		
(3)	Amounts listed represent matching contributions to our profit sharing/401(k) plan. 	
 		
(4)	Amounts listed represent aggregate incentive compensation for all five Bentley brothers, generally based on 20%, of operating cash earnings. 	
 		
(5)	Amounts listed represent quarterly bonuses under our Executive Incentive Plan. See “Benefit Plans — Executive Incentive Plan.” Mr. Lamboo was also paid incentive compensation based on the performance of our international sales organization. 	
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Option Grants in Last Fiscal Year 
        The following table sets forth information regarding grants of stock options during fiscal year 2001 to each of the executive officers named in the Summary Compensation Table. None of the Bentleys have ever been granted options to purchase our stock. 

		Individual Grants					
					
		Number of				Potential Realizable	
		Shares of		Percentage of				Value at Assumed	
		Common		Total				Annual Rates of Stock	
		Stock		Options				Price Appreciation for	
		Underlying		Granted to		Exercise				Option Term(3)	
		Options		Employees in		Price		Expiration			
Name		Granted(1)		FY2001(2)		Per Share		Date		5%		10%	
													
Alton B. (Buddy) Cleveland, Jr. 	 	 	40,000	 	 	 	2.8	%	 	$	6.12	 	 	 	11/26/2011	 	 	 	 	 	 	 	 	 	
Ted Lamboo 	 	 	30,700	 	 	 	2.2	 	 	 	6.12	 	 	 	11/26/2011	 	 	 	 	 	 	 	 	 	
David G. Nation 	 	 	50,000	 	 	 	3.5	 	 	 	6.12	 	 	 	11/26/2011	 	 	 	 	 	 	 	 	 	
Malcolm S. Walter 	 	 	40,000	 	 	 	2.8	 	 	 	6.12	 	 	 	11/26/2011	 	 	 	 	 	 	 	 	 	

(1)	These options vest annually over a four-year period beginning on November 27, 2002. 	
 		
(2)	Based on options to purchase 1,428,540 shares of our common stock granted during the fiscal year ended December 31, 2001. 	
 		
(3)	Potential realizable values are computed by: (i) multiplying the number of shares of common stock subject to a given option by the initial public offering price of $         , (ii) assuming that the aggregate stock value derived from that calculation compounds at the annual 5% and 10% rates shown in the table over the term of the options, and (iii) subtracting from that result the aggregate option exercise price. The potential realizable values do not take into account applicable tax expense payments that may be associated with such option exercises. The assumed 5% and 10% rates of stock price appreciation are provided in accordance with rules of the Securities and Exchange Commission and do not represent our estimate or projection of the future stock price. Actual realized value, if any, will be dependent on the future price of the common stock on the actual date of exercise, which may be earlier than the stated expiration date. 	
Fiscal Year-End Option Values 
        None of the executive officers or non-executive employees named in the Summary Compensation Table exercised options during fiscal year 2001. The following table sets forth the number and value of shares underlying unexercised options held as of December 31, 2001. 

		Number of Shares		Value of Unexercised	
		Underlying Unexercised		In-the-Money Options at	
		Options at Fiscal Year-End		Fiscal Year-End(1)	
					
Name		Exercisable		Unexercisable		Exercisable		Unexercisable	
									
Alton B. (Buddy) Cleveland, Jr. 	 	 	27,250	 	 	 	47,750	 	 	 	 	 	 	 	 	 	
Ted Lamboo 	 	 	48,000	 	 	 	43,200	 	 	 	 	 	 	 	 	 	
David G. Nation 	 	 	68,630	 	 	 	67,500	 	 	 	 	 	 	 	 	 	
Malcolm S. Walter 	 	 	15,000	 	 	 	55,000	 	 	 	 	 	 	 	 	 	

(1)	There was no public trading market for our common stock as of December 31, 2001. Accordingly, as permitted by the rules of the Securities and Exchange Commission, these values have been calculated on the basis of the assumed initial public offering price per share of $        minus the relevant exercise price. 	
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Employment Agreements 
        Prior to this offering, we plan to enter into employment agreements with each of Greg, Keith, Barry and Raymond Bentley. The employment agreements will be effective upon the closing of this offering. Under the employment agreements, these employees will be entitled to annual base salaries and will participate in performance-based bonus arrangements based generally on the level of operating income achieved versus an annual target established by our board of directors. 
        Under their respective employment agreements, if the employment of either Greg, Keith, Barry or Raymond Bentley is terminated by us without cause or if they terminate for good reason, the terminated employee will be entitled to receive a lump sum severance payment equal to two times (three times, if the termination follows a change in control of our company) their base salary and target bonus for the year in which the termination occurs. In addition, we plan to adopt a supplemental executive retirement program for each of Greg, Keith, Barry and Raymond Bentley. Under this program, each of them will be eligible to receive an annual retirement benefit related to their age and an agreed percentage of their average base salary and bonus compensation under the agreements. 
        Each of Greg, Keith and Barry Bentley will also be granted, upon the completion of this offering, performance-accelerated stock options to purchase shares of our common stock. The per share exercise price for each share underlying the options will be equal to the per share initial public offering price for our shares under this offering. The options will become vested if the grantee is still employed by us five years after the grant date, subject to acceleration of vesting upon achievement of certain performance-based targets relating to our earnings growth. If Greg, Keith or Barry Bentley are terminated by us without cause or if they terminate for good reason, all of their performance-accelerated stock options will become 100% vested and exercisable, and the options will remain exercisable for one year after termination. 
Compensation Committee Interlocks and Insider Participation 
        Greg, Keith and Barry Bentley participated in deliberations relating to executive compensation in 2001. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has an executive officer serving as a member of our board of directors or compensation committee. 
Benefit Plans 
2002 Stock Option Plan for Employees 
        We intend to adopt the 2002 stock option plan for employees to attract and retain capable employees and to provide an inducement to such personnel, through share ownership in our company, to promote the best interest of the company. Under the 2002 stock option plan for employees, we will be authorized to issue incentive stock options and non-qualified stock options to purchase up to 2,000,000 shares of our common stock. As of January 1 of each year, additional shares will be made available under the 2002 stock option plan for employees — for non-qualified stock options only — as necessary to keep the sum of (i) the number of shares that remain available for options under the 2002 stock option plan for employees plus (ii) the number of shares subject to outstanding options in the aggregate under our 1995, 1997 and the 2002 stock option plans for employees at 15% of the outstanding common stock as of such January 1 of such year. 
        The 2002 stock option plan for employees will be administered by the compensation committee consisting of at least two non-employee directors appointed by our board of directors. The committee will have full authority, subject to the terms of the 2002 stock option plan for employees, to select optionees, to determine the terms and conditions of options, and generally to administer the plan. We intend for the options of non-executive-officer employees to be subject to time-based vesting. 
        We intend to issue performance accelerated stock options, or PASOs, which may be incentive stock options or non-qualified stock options, to certain of our executive officers once each year. We expect that the performance period of each PASO will be at least one year. We also expect that the term of the 
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PASO will be ten years, with options vesting five years after the date of grant, except that vesting under a PASO will be accelerated upon achievement of stated financial performance goals. 
        Under the plan, options may be granted for terms of up to ten years at an exercise price per share determined by the committee, but which will not be less than their fair market value as of the grant date. Incentive stock options will be subject to additional limitations required to comply with the Internal Revenue Code, such as requirements that: 
			
 	•	the exercise price per share of an incentive stock option granted to a person who owns more than 10% of our voting stock cannot be less than 110% of the fair market value of the optioned shares on the date of the grant and the term of the incentive stock option cannot be more than five years; 	
 		
 	•	the aggregate fair market value, determined at the time the option is granted, of the shares with respect to which incentive stock options are exercisable for the first time by any optionee during any calendar year may not exceed $100,000; and 	
 		
 	•	an incentive stock option may not be assignable or transferable by an optionee other than by will or the laws of descent and distribution. 	
2002 Stock Option Plan for Non-Employee Directors 
        We intend to adopt the 2002 stock option plan for non-employee directors in order to align more closely the interests of our non-employee directors with our stockholders. Under the 2002 stock option plan for non-employee directors, we will be authorized to issue to our directors who are not our employees, non-qualified stock options to purchase up to 100,000 shares of our common stock. The plan will provide for an automatic annual grant to each non-employee director of an option to purchase 5,000 shares of our common stock. The compensation committee will administer the 2002 stock option plan for non-employee directors. The exercise price per share of options granted under the 2002 stock option plan for non-employee directors will be at least 100% of the fair market value of our common stock on the grant date, and the options generally will expire 10 years from the grant date unless extended in the committee’s discretion. Options granted under the plan generally will vest 20% on the date of grant and 20% each year for the next four years. 
1997 Stock Option Plan 
        The 1997 stock option plan permits our board of directors to grant to our employees non-qualified stock options and incentive stock options for the purchase of our common stock. We have reserved 3,800,000 shares of common stock for issuance under the 1997 stock option plan, of which 3,393,816 shares of common stock were issuable upon the exercise of stock options outstanding as of March 31, 2002. No further options will be granted under the 1997 stock option plan after the closing of this offering but all options outstanding under the plan will remain in full force and effect. Options granted under the 1997 stock option plan vest over four years and generally terminate on the tenth anniversary of the date of grant. 
1995 Stock Option Plan 
        The 1995 stock option plan permits our board of directors to grant to our employees non-qualified stock options for the purchase of our common stock. We have reserved 1,075,080 shares of common stock for issuance under the 1995 stock option plan, of which 564,130 shares were issuable upon the exercise of stock options outstanding as of March 31, 2002. No further options will be granted under the 1995 stock option plan but all options outstanding under the plan will remain in full force and effect. Options granted under the 1995 stock option plan generally vest over four years and terminate on either January 31, 2004 or November 13, 2006. 
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Profit Sharing/401(k) Plan 
        We maintain a qualified profit sharing/401(k) plan for the benefit of substantially all full-time employees in the United States with six months of service. Under the plan, eligible employees may elect to make salary deferral contributions of their annual compensation, subject to certain statutory limitations. We make matching contributions to the 401(k) portion of our plan and may make discretionary contributions to the profit sharing portion of our plan up to a maximum of 6% of qualified annual compensation for each eligible participating employee. Each employee’s right to the matching and discretionary contributions made to their profit sharing plan/401(k) account are subject to vesting. The vesting period, which commences upon the beginning of the employee’s service with us, is four years. 
        Discretionary contributions under the plan may be made in cash or stock, at the election of our board of directors. As of March 31, 2002, we had issued 355,626 shares of our Class B common stock to the trustee of the plan for the accounts of our U.S. employees. 
        We also maintain various retirement benefit plans for employees of our international subsidiaries, primarily defined contribution plans. 
Executive Incentive Plan 
        The members of our Executive Committee identified above, other than Greg, Barry and Keith Bentley, are paid quarterly bonuses as a percentage of their cash compensation. The percentage is computed under a formula based generally on our achievement of our budgeted cash operating earnings as a percentage of net revenues for the quarter. 
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
Transactions with Intergraph 
        At December 31, 2001, Intergraph Corporation, a publicly traded company (NASDAQ: INGR) and a stockholder of our company since 1987, owned approximately 29% of our fully diluted common stock. Intergraph currently distributes our products on a non-exclusive basis. Revenues from Intergraph aggregated 4.4%, 2.3% and 2.4% of total revenues in 1999, 2000 and 2001, respectively. 
        During 1999, we and Intergraph entered into a number of agreements to settle pending disputes. Under the settlement agreements, among other things, Intergraph paid us approximately $13.7 million, transferred to us 3,000,000 shares of our Class A common stock and agreed to terminate its use of our proprietary plotting libraries in all Intergraph products. In connection with one of the settlement agreements, we granted Intergraph registration rights that allow them to sell shares of our common stock in this offering. 
        On December 26, 2000, we purchased the civil engineering, plot-services and raster-conversion software product lines from Intergraph for an initial purchase price of approximately $24.6 million. At the closing, we paid approximately $13.5 million in cash and delivered a promissory note for approximately $11.1 million, which is payable in equal quarterly installments over a three-year period. The note bears interest at an annual rate of 9.5%. The principal amount of the note was subject to adjustments based on transferred and renewal maintenance revenues related to the software product lines that we acquired from Intergraph. The principal amount of the note was adjusted upward as of June 1, 2001 to $13.2 million and again as of December 1, 2001 to $17.2 million. As adjusted, the total purchase price was $35.4 million. The principal balance of the note as of March 31, 2002 was approximately $15.2 million. The Bentley SELECT contracts and the revenues from those contracts, to the extent related to the acquired product lines, secure our payment of the note to Intergraph Corporation. We plan to repay this note with a portion of the net proceeds of this offering. 
Transactions with Executive Officers 
        Between 1987 and 1994, we were owned 50% by Greg, Keith, Barry, Raymond and Richard Bentley, on the one hand, and 50% owned by Intergraph, on the other hand, and Intergraph had the exclusive worldwide right to distribute all our products. During that period, one-third of the royalties from Intergraph under the exclusive distribution agreement was paid as bonuses to Greg, Keith, Barry, Raymond and Richard Bentley. Upon settlement of an arbitration with Intergraph in 1999, in which we sought to recover due but unpaid royalties for the period between 1987 and 1994, bonuses based on the unpaid royalties received in the settlement, net of arbitration costs, were paid to the Bentleys and David Nation. In the aggregate, those bonuses consisted of $0.9 million in cash and deferred compensation arrangements under which an aggregate $5.1 million payment will be made six months after the completion of this offering. Interest on the deferred compensation is at the rate of 6% per annum and is paid annually. 
        On August 6, 1999, we sold an aggregate of 1,000,000 shares of our Class A common stock to Greg, Keith, Barry, Raymond and Richard Bentley and David Nation for an aggregate purchase price of $5.1 million. In connection with this purchase, we loaned them an aggregate of $5.1 million. All of the these loans are evidenced by full recourse promissory notes and become due and payable six months after the closing of this offering. Interest on the notes at 6% per annum is paid annually. As of December 31, 2001, an aggregate principal amount of $5.1 million was outstanding under the notes. 
        On December 26, 2000, we entered into a $32 million Revolving Credit and Security Agreement with PNC Bank, National Association and Citibank N.A. As a condition to the agreement with the banks, each of Greg, Keith and Barry Bentley and their spouses executed agreements in favor of PNC Bank and Citibank to personally guarantee, and pledged personal assets to secure the guarantees, up to $7.5 million of our obligations under the revolving line of credit. In consideration for executing the guaranty agreements, we issued to the guarantors warrants to purchase up to an aggregate of 579,984 shares of 
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Class B common stock and agreed to lend them the estimated amount of their income taxes due on the value of the compensation for the guarantees represented by those warrants. The warrants expire on December 26, 2010. The guarantees were released in July 2001. In connection with the guarantee and our tax loan promise, we loaned Greg Bentley and his spouse $229,400 on January 14, 2002. The loan bears interest at an annual rate of 6% and will become due and payable six months after the completion of this offering. 
        The exercise price for each of the warrants to purchase Class B common stock issued to Greg, Keith and Barry Bentley in connection with the bank guaranty agreements is equal to the initial public offering price per share of our common stock less a discount. The discount on the exercise price was initially 20% and increases by 10% per year on a straight line basis over a five-year period beginning on December 26, 2001, up to a maximum discount of 70%. As of March 31, 2002, the discount was 22.6%. These warrants will be automatically exercised, on a net issuance basis, immediately prior to the closing of this offering. 
        On December 26, 2000, we sold an aggregate of 75,000 shares of Senior Class C common stock and warrants to purchase an aggregate of 1,040,000 shares of Class B common stock. This equity was required as a condition to the revolving credit and security agreement and the proceeds were used to fund our acquisition of product lines from Intergraph. In that transaction, Greg Bentley purchased 27,500 shares of our Senior Class C common stock and warrants to purchase approximately 381,333 shares of our Class B common stock for a purchase price of $2.75 million and each of Keith Bentley and Barry Bentley purchased 5,000 shares of our Senior Class C common stock and warrants to purchase approximately 69,333 shares of our Class B common stock for a purchase price of $0.5 million. The balance of the offering of 37,500 shares of Senior Class C common stock and warrants to purchase up to 520,000 shares of Class B common stock were purchased by third party investors for an aggregate purchase price of $3.75 million. The warrants expire on December 26, 2010. The Senior Class C common stock accrues quarterly dividends and we are obligated, subject to certain conditions under our revolving credit and security agreement, to pay 45 days following the end of the quarter, one-half of the quarterly dividend accrual and may pay the other half at the discretion of our board of directors. 
        On July 2, 2001, Malcolm Walter, our Chief Financial Officer, Senior Vice President and Head of Field Operations, purchased 1,000 shares of our Senior Class C common stock and warrants to purchase 13,867 shares of our Class B common stock for a purchase price of $0.1 million. At the same time, an additional 25,000 shares of Senior Class C common stock and warrants to purchase up to 346,667 shares of Class B common stock were purchased by a third party investment firm. The warrants expire on July 2, 2011. 
        The exercise price for each of the warrants to purchase Class B common stock issued to Greg, Keith and Barry Bentley and Malcolm Walter is equal to the initial public offering price per share of our common stock less a discount. For each warrant, the discount on the exercise price was initially 0% and increases by 10% per year on a straight line basis over a five-year period beginning on the first anniversary of its sale up to a maximum discount of 50%. As of March 31, 2002, the discount on the warrants sold on December 26, 2000 was 2.6% and the discount on the warrants sold on July 2, 2001 was 0%. These warrants will be automatically exercised, on a net issuance basis, immediately prior to the closing of this offering. 
Other Transactions 
        On October 1, 2001, we entered into a Warehouse and Shipping Outsourcing Agreement with VideoRay, LLC. Under the agreement, we outsource to VideoRay the warehousing and shipping services that we previously had conducted in-house. The outsourcing was desirable because of our diminishing needs for our warehouse and related services as a result of changes in our product distribution methods, from physical kits to electronic delivery. VideoRay also assumed the operation of and all lease payments for our warehouse in Exton, Pennsylvania. We pay VideoRay a monthly fee of $23,700 for these services and VideoRay assumes certain costs of operating the facility, including rent, warehouse-related occupancy 
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costs, payroll, medical and insurance expenses for our employees working under VideoRay’s supervision to perform required services under the agreement and equipment maintenance and service and other costs. We may also pay an additional $1,000 per month in fees if telephone costs between the parties are separable. In addition, we reimburse VideoRay for carrier costs for shipments and certain other expenses. The warehouse agreement expires on December 31, 2002, although we have the right to terminate the agreement if we find an alternate source who can provide the services better or cheaper. All of the costs for these out-sourced services were previously borne by us. In connection with all the services provided under the warehouse agreement, we paid $0.3 million to VideoRay in 2001 for the portion of the year that the agreement was in force, including $0.2 million for carrier costs. Richard Bentley, one of our employees and a brother of Messrs. Greg, Keith and Barry Bentley, owns a 68% equity interest in VideoRay. We negotiated this agreement on an arms-length basis and believe that the terms of the agreement are at least as favorable as could have been obtained from an unaffiliated third party. 
        In connection with purchases of our securities, we have granted demand and piggyback registration rights to various directors, executive officers and stockholders in accordance with an Amended and Restated Information and Registration Rights Agreement dated December 26, 2000 and Joinders to the Amended and Restated Information and Registration Rights Agreement dated July 2, 2001 and September 18, 2001. See “Description of Capital Stock — Registration Rights.” 
        Our certificate of incorporation and by-laws provide that we will indemnify our directors and executive officers and may indemnify our other officers and employees and other agents to the fullest extent permitted by law. See “Description of Capital Stock — Limitation on Liability.” 
        We expect that all future transactions between us and our executive officers, directors or principal stockholders will be on terms no less favorable to us than could be obtained from unaffiliated third parties. 
        We maintain directors’ and officers’ liability insurance that provides our directors and officers with insurance coverage for losses arising from claims based on breaches of duty, negligence, error and other wrongful acts. 
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PRINCIPAL AND SELLING STOCKHOLDERS 
        The following table shows information known to us with respect to the beneficial ownership of our common stock as of March 31, 2002 by: 
			
 	•	each person (or group of affiliated persons) known by us to be the owner of more than 5% of our outstanding common stock; 	
 		
 	•	the selling stockholder; 	
 		
 	•	each of our directors; 	
 		
 	•	each of our executive officers and the two non-executive officer employees listed on the Summary Compensation Table under “Management — Executive Compensation”; and 	
 		
 	•	all of our directors and executive officers as a group. 	
        The shares beneficially owned before this offering reflect the conversion of all outstanding convertible capital stock into our common stock and the issuance of shares of our common stock upon the automatic exercise of certain warrants, on a net issuance basis of March 31, 2002, held by our executive officers and others. The shares beneficially owned after this offering also reflect the issuance of                shares of our common stock in connection with the acquisition of the remainder of Rebis and                shares issued upon the closing of this offering. 
        Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission and includes generally voting power and/or investment power with respect to securities. Shares of common stock issuable upon the exercise of options currently exercisable or exercisable within 60 days after March 31, 2002 are deemed outstanding for purposes of computing the percentage beneficially owned by the person holding such options but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as otherwise noted, the persons or entities named have sole voting and investment power with respect to those shares shown as beneficially owned by them. Unless otherwise indicated, the principal address of each of the stockholders below is c/o Bentley Systems, Incorporated, 685 Stockton Drive, Exton, Pennsylvania 19341. 

		Shares Beneficially Owned				Shares Beneficially	
		Before Offering		Number of		Owned After Offering	
				Shares Being			
Name of Beneficial Owner		Number		Percentage		Offered		Number		Percentage	
											
Five Percent Stockholders and Selling Stockholder:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Intergraph Corporation 	 	 	7,810,000	(1)(2)	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	%	
Bachow Investment Partners III, L.P. 	 	 	3,723,478	(1)(3)	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	
Directors and Executive Officers:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Greg Bentley 	 	 	 	(1)	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	
Keith A. Bentley 	 	 	 	(1)	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	
Barry J. Bentley, Ph.D. 	 	 	 	(1)	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	
Alton B. (Buddy) Cleveland, Jr. 	 	 	160,773	(1)(4)	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	
Ted Lamboo 	 	 	60,500	(1)(5)	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	
David G. Nation 	 	 	220,241	(1)(6)	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	
Malcolm S. Walter 	 	 	 	(7)	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	
Kirk D. Griswold 	 	 	 	(8)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Jay D. Seid 	 	 	3,723,478	(9)	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	
All executive officers and directors as a group (9 persons) 	 	 	 	(10)	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	
Employees:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Richard P. Bentley 	 	 	1,655,397	(1)	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	
Raymond B. Bentley 	 	 	1,655,397	(1)	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	
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    *	Less than 1% of the outstanding common stock. 	
		
  (1)	On September 18, 1998, Bachow Investment Partners III, L.P. (Bachow) entered into a stock purchase agreement with us. In connection with that stock purchase agreement, we and Bachow entered into an escrow agreement pursuant to which 2,171,028 shares of our common stock were placed into escrow. On or before the end of the escrow period on September 18, 2002, such shares will be (i) released to Bachow Partners, or (ii) transferred to persons who were our stockholders at the time the stock purchase agreement was entered into on September 18, 1998, and who remain our stockholders as of September 18, 2002 (including those named below), or (iii) provided in part to Bachow Partners and the remainder to the other stockholders described in (ii), depending in each case on whether certain conditions have been met and based on formulae set forth in the escrow agreement. The formulae used to determine the number of shares to be distributed to the parties are based on our market value over the four-year period in relation to certain agreed upon targets. Bachow has voting power over the shares while held in escrow, and for purposes of this table, Bachow is deemed to beneficially own such shares. The shares held in escrow are excluded from the beneficial ownership amounts set forth in the table for our following stockholders as of September 18, 1998 who may be entitled to receive shares from the escrow: Intergraph Corporation, Greg, Keith, Barry, Richard and Raymond Bentley, Alton (Buddy) Cleveland, Jr., Ted Lamboo and David Nation. 	
 		
  (2)	Intergraph Corporation’s address is One Madison Industrial Park, Huntsville, Alabama 35894-001. 	
 		
  (3)	Includes 2,171,028 shares of common stock held pursuant to the escrow agreement described in Note 1 above. Bachow Investment Partners III, L.P is a limited partnership, of which Bala Equity L.P. is the general partner. The general partner of Bala Equity L.P. is Bala Equity, Inc., of which Paul Bachow is the sole stockholder and therefore may be deemed to have voting and investment power over these shares. The address of Bachow Investment Partners III, L.P. is 3 Bala Plaza East, Suite 502, Bala Cynwyd, PA 19004. 	
 		
  (4)	Includes 29,000 shares issuable upon the exercise of outstanding options and 7,389 shares beneficially owned by his son. 	
 		
  (5)	Includes 50,500 shares issuable upon the exercise of outstanding options. 	
 		
  (6)	Includes 71,130 shares issuable upon the exercise of outstanding options and 8,000 shares beneficially owned by Mr. Nation and his spouse. 	
 		
  (7)	Includes 15,000 shares issuable upon the exercise of outstanding options. 	
 		
  (8)	Includes                  shares of common stock held by Argosy Investment Partners, L.P. Mr. Griswold is a partner of Argosy Investment Partners, L.P. and may be deemed to have voting or investment power with respect to these shares. Mr. Griswold does not own any shares individually and disclaims beneficial ownership of the shares owned by Argosy Investment Partners, L.P. 	
 		
  (9)	Mr. Seid serves as a Vice President and on the management committee of Bala Equity, Inc., which has voting and investment power over the shares held by Bachow Investment Partners III, L.P. See Note 1 and Note 3 above. Accordingly, Mr. Seid may be deemed to beneficially own these shares. 	
		
(10)	See Note 1 and Notes 4 through 9. 	
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DESCRIPTION OF CAPITAL STOCK 
General 
        Immediately prior to the closing of this offering and upon the filing of our amended and restated certificate of incorporation, our authorized capital stock will consist of 100,000,000 shares of common stock, par value $0.01 per share, 100,000 shares of Series B junior participating preferred stock, par value of $0.01 per share and 10,000,000 shares of undesignated preferred stock, par value $0.01 per share. 
        Our current authorized capital stock consists of 60,000,000 shares of Class A common stock, 30,000,000 shares of Class B common stock, 150,000 shares of Senior Class C common stock, 480,000 shares of Class D common stock and 1,552,450 shares of Series A preferred stock. As of December 31, 2001, there were 15, 19, 14 and 6 holders of record of our Class A common stock, Class B common stock, Senior Class C common stock and Class D common stock, respectively, and there was one holder of record of our Series A preferred stock. The conversion of the Senior Class C common stock is based upon a formula described in Note 11 to our Consolidated Financial Statements. Immediately prior to the closing of this offering, our Class A common stock will be redesignated as common stock and all of our other outstanding capital stock will be converted into our common stock. 
        The following summary description of our capital stock, certificate of incorporation and by-laws is not intended to be complete and assumes the filing immediately prior to the closing of this offering of an amended and restated certificate of incorporation and amended and restated by-laws substantially in the form to be filed as exhibits to the registration statement of which this prospectus is a part, and by provisions of the Delaware General Corporation Law. 
Common Stock 
        After giving effect to the issuance of  shares of our common stock at an assumed initial public offering price of $          per share and the reclassification and conversion of our capital stock, there will be                               shares of common stock outstanding. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by, the rights of holders of shares of any series of preferred stock that we may designate and issue in the future. See “— Preferred Stock.” 
        Holders of common stock are entitled to one vote per share on all matters submitted to a vote of holders of common stock. The holders of common stock do not have cumulative voting rights. The election of directors is determined by a plurality of votes cast and, except as otherwise required by law, our certificate of incorporation or by-laws, all other matters are determined by a majority of the votes cast. The common stock has no preemptive rights and is not convertible, redeemable or assessable. The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the board of directors out of legally available funds, subject to any preferential dividend rights of outstanding preferred stock. Upon our liquidation, dissolution or the winding up of our affairs, after payment of all of our debts and liabilities and after payment of any liquidation preferences of then outstanding preferred stock, the holders of common stock will be entitled to receive a portion of all remaining assets that are legally available for distribution. 
Preferred Stock 
        Undesignated Preferred Stock. Immediately following the offering, our board will have the authority to designate and issue up to 10,000,000 shares of preferred stock, in one or more series. By resolution of the board of directors and without any further vote or action by the stockholders, we have the authority, subject to certain limitations prescribed by law, to determine the number of shares of any class or series as well as the voting rights, preferences, limitations and special rights, if any, of the shares of any class or series, including dividend rights, dividend rates, conversion rights and terms, redemption rights and terms and liquidation preferences. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change of control over us. 
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        Rights Plan. In addition, prior to the closing of this offering, we intend to adopt a stockholder rights agreement under which holders of common stock of record at the close of business on the date immediately preceding the closing of this offering will receive one right per share. Each right will entitle the holder to purchase one one-thousandth of a share of our Series B junior participating preferred stock at a purchase price to be determined by our board prior to the closing of this offering. Each one one-thousandth of a share of Series B junior participating preferred stock will have economic and voting terms equivalent to one share of our common stock. Until it is exercised, the right itself will not entitle the holder thereof to any rights as a stockholder, including the right to receive dividends or to vote at stockholder meetings. Prior to the closing of this offering, we intend to authorize 100,000 shares of Series B junior participating preferred stock for issuance in connection with our stockholder rights agreement. 
        The stockholder rights agreement is designed to protect stockholders in the event of unsolicited offers to acquire us and other coercive takeover tactics which, in the opinion of our board of directors, could impair its ability to represent stockholder interests. The provisions of the stockholder rights agreement may render an unsolicited takeover more difficult or less likely to occur or may prevent such a takeover, even though such takeover may offer our stockholders the opportunity to sell their stock at a price above the prevailing market rate and may be favored by a majority of our stockholders. 
        The description and terms of the rights will be set forth in a rights agreement. Although the material provisions of the stockholder rights agreement have been accurately summarized, the statements below concerning the rights agreement are not complete and in each instance reference is made to the form of rights agreement itself, a copy of which will be filed as an exhibit to the Registration Statement of which this prospectus forms a part. Each statement is qualified in its entirety by such reference. 
        Stockholder rights are not exercisable until the distribution date and will expire at the close of business on the tenth anniversary following the date of the agreement, unless earlier redeemed or exchanged by us. A distribution date would occur upon the earlier of the tenth business day: 
			
 	•	after the first public announcement by us or an acquiring person (as defined below) that a person or group of affiliated or associated persons (referred to as an acquiring person) has beneficial ownership of 15% or more of our outstanding common stock (the date of such announcement or communication is referred to as the stock acquisition date); 	
 		
 	•	or later if determined by our board, after the commencement or announcement of the intention to commence a tender offer or exchange offer that would result in a person or group becoming the beneficial owner of 15% of our outstanding common stock; or 	
 		
 	•	after a person becomes an adverse person, which is a person whose beneficial ownership of common stock exceeds an ownership limitation, set by the board after the board has determined that this person is accumulating stock for short-term personal gain or such ownership is or would likely cause a material adverse impact on our business or prospects. 	
        If any person becomes an acquiring person or is deemed an adverse person, each holder of a stockholder right will be entitled to exercise the right and receive, instead of Series B junior participating preferred stock, common stock (or, in certain circumstances, cash, a reduction in purchase price, property or other securities of us) having a value equal to two times the purchase price of the stockholder right. All stockholder rights that are beneficially owned by an acquiring person, an adverse person or their transferee will become null and void. 
        If after the stock acquisition date or after our board has determined that a person is an adverse person, (1) we are acquired in a merger or other business combination or (2) 50% or more of our assets or earning power is sold or transferred, each holder of a stockholder right (except rights which previously have been voided as set forth above) will have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the purchase price of the right. 
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        The purchase price payable, the number of one one-thousandth of a share of Series B junior participating preferred stock or other securities or property issuable upon exercise of rights and the number of rights outstanding, are subject to adjustment from time to time to prevent dilution or to avoid adverse tax consequences. 
        At any time until the earlier of (1) ten days following the stock acquisition time or such later time as the board may designate, or (2) the expiration of the stockholder rights agreement, we may redeem all the stockholder rights at a price of $0.001 per right. We may not redeem the rights in whole or in part while a person continues to retain the status of an adverse person. The stockholders rights agreement excludes all of the members of the Bentley family and their affiliates and associates from being an acquiring person or an adverse person. The stockholder rights agreement also exempts stockholders and their associates and affiliates who beneficially own 15% or more of the stockholder rights agreement voting stock on the record date for the rights until they first own less than 15% of the stock. Prior to this date, however, these exempted stockholders will be considered acquiring persons if they acquire any additional stockholder rights agreement voting stock then outstanding. At any time after a person has become an acquiring person and prior to the acquisition by such person of 50% or more of the outstanding shares of our common stock, we may exchange the stockholder rights, in whole or in part, at an exchange ratio of one share of common stock, or one one-thousandth of a share of Series B junior participating preferred stock (or of a share of a class or series of preferred stock having equivalent rights, preferences and privileges), per right. 
Warrants 
        Immediately prior to the closing of this offering there will be outstanding warrants to purchase a total of 3,523,474 shares of our Class B common stock. Of these warrants, we have outstanding warrants to purchase 2,535,184 shares of Class B common stock which will be automatically exercised upon the closing of this offering. These warrants have a net issuance mechanism which, if exercised on March 31, 2002, would result in a net issuance of 158,116 shares. Immediately following the closing of this offering, the remaining warrants to purchase 988,290 shares of our common stock at an exercise price of $10.17 per share will remain outstanding. The warrants to be outstanding after the closing of this offering are held by PNC Bank, National Association and Citibank, N.A. If unexercised, these warrants will expire upon the earlier of the second anniversary of this offering or 90 days after we receive a notice of nonrenewal from PNC Bank and Citibank with respect to our revolving credit facility. 
Exchangeable Shares of Preferred Stock of 9090-0960 Quebec Inc., a Canadian Subsidiary 
        On April 26, 2000, we agreed to acquire all of the outstanding stock of HMR Inc., a Quebec corporation that develops of high performance digital imaging software for the engineering market, through our indirect subsidiary 9090-0960 Quebec Inc. As part of that transaction, certain existing stockholders in HMR exchanged their shares for securities, known as exchangeable shares, of 9090-0960 Quebec. Holders of exchangeable shares are entitled to receive dividends equivalent to those provided to our Class B common stock, if any. Exchangeable shares are subject to adjustment for stock splits or combinations, reclassifications and other similar changes in our Class B common stock. Holders of the exchangeable shares are not entitled to vote or attend meetings of the stockholders of 9090-0960 Quebec or our company. 
        Holders of exchangeable shares also are entitled to retraction rights in the exchangeable shares. The retraction rights permit holders to require 9090-0960 Quebec to redeem at any time on up to two occasions all or a portion of their exchangeable shares on a one-for-one basis for our Class B common stock, plus all declared but unpaid dividends, if any. The exchangeable shares shall be automatically redeemed by 9090-0960 Quebec on December 31, 2002, unless the date of redemption is extended or accelerated by its board of directors The date of the automatic redemption may only be accelerated if fewer than 15% of the original exchangeable shares remain outstanding or if there is a change in control of 9090-0960 Quebec. In addition, holders of exchangeable shares have a put right for use on up to two occasions to require 9090-0952 Quebec Inc., our wholly owned subsidiary, to purchase all or a portion of 
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their exchangeable shares for our Class B common stock based on the same ratio as the retraction right. The put right is triggered, among other events, upon our or our Canadian subsidiary’s insolvency or bankruptcy, failure to pay dividends otherwise payable and notification of our Canadian subsidiary’s intent to redeem the exchangeable shares. As of December 31, 2001, there were 221,318 exchangeable shares outstanding. 
Registration Rights 
        After the completion of this offering, certain of our stockholders, who originally purchased shares of our Series A preferred stock, Senior Class C common stock and warrants to purchase shares of Class B common stock, are entitled to rights with respect to the registration of  shares of common stock under the Securities Act. Beginning 180 days after this offering, holders of these rights may require us on two occasions, subject to certain conditions and limitations, to file a registration statement under the Securities Act at our expense with respect to their shares of common stock. The rights to require registration terminate on the fourth anniversary of the closing of this offering. We are required to use our best efforts to effect such a registration, subject to conditions and limitations. In addition, holders of registrable securities are entitled to notice and to the inclusion of their shares of common stock, if we propose to register any of our securities under the Securities Act at any time subsequent to this offering, either for our own account or for the account of other stockholders exercising registration rights. These rights are subject to the right of the underwriters of an offering to limit the number of shares included in that registration under certain circumstances. 
        Upon the closing of our acquisition of the remainder of Rebis and the closing of this offering, stockholders of Rebis will be entitled to registration rights with respect to the registration under the Securities Act of                      shares of common stock received as part of their consideration. These holders are entitled to notice and inclusion of their shares of common stock if we propose to register any of our securities under the Securities Act either for our own account or for the account of other stockholders exercising their registration rights. These rights are subject to the right of the underwriters of an offering to limit the number of shares included in that registration under certain circumstances. 
        The description of the registration rights to be held by certain of our stockholders after this offering is not complete and is qualified by our amended and restated information and registration rights agreement and by a form registration rights agreement filed as an exhibit to the Purchase and Option Agreement among our company, Rebis and the stockholders of Rebis, each of which is attached as an exhibit to the Registration Statement of which this prospectus forms a part. 
Limitation on Liability 
        Our certificate of incorporation limits or eliminates the liability of our directors or officers to us or our stockholders for monetary damages to the fullest extent permitted by the Delaware General Corporation Law, as amended (the DGCL). The DGCL provides that our directors are not personally liable to us or our stockholders for monetary damages for a breach of fiduciary duty as a director, except for liability: 
			
 	•	for any breach of such person’s duty of loyalty; 	
 		
 	•	for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law; 	
 		
 	•	for the payment of unlawful dividends and some other actions prohibited by Delaware corporate law; and 	
 		
 	•	for any transaction resulting in receipt by such person of an improper personal benefit. 	
        Our certificate of incorporation also entitles our directors to the benefits of all limitations on the liability of directors generally that now or hereafter become available under the DGCL. The certificate of 
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incorporation also contains provisions indemnifying our directors, officers and employees to the fullest extent permitted by the DGCL. 
        We maintain directors’ and officers’ liability insurance that provides our directors and officers with insurance coverage for losses arising from claims based on breaches of duty, negligence, error and other wrongful acts. 
Certain Anti-Takeover Provisions 
        Some provisions of Delaware law and our amended and restated certificate of incorporation and by-laws that we intend to adopt prior to this offering contain provisions that could make the following transactions more difficult: 
			
 	•	acquisition of us by means of a tender offer; 	
 		
 	•	acquisition of us by means of a proxy contest or otherwise; or 	
 		
 	•	removal of our incumbent officers and directors. 	
        These provisions, summarized below, are intended to encourage persons seeking to acquire control of us to first negotiate with our board of directors. These provisions also serve to discourage hostile takeover practices and inadequate takeover bids. We believe that these provisions are beneficial because the negotiation they encourage could result in improved terms of any unsolicited proposal. 
        Undesignated Preferred Stock. Our board of directors has the ability to authorize undesignated preferred stock, which allows the board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any unsolicited attempt to change control of our company. This ability may have the effect of deferring hostile takeovers or delaying changes in control or management of our company. 
        Stockholder Meetings. Our certificate of incorporation and by-laws provide that a special meeting of stockholders may be called only by our President, our Chief Executive Officer or by a resolution adopted by a majority of the members of our board of directors. 
        Requirements for Advance Notification of Stockholder Nominations and Proposals. Our by-laws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors. 
        Election and Removal of Directors. Our board of directors is divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders. Once elected, directors may be removed only for cause and only by the affirmative vote of at least a majority of our outstanding common stock. For more information on the classified board, see “Management — Board of Directors.” This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us because it generally makes it more difficult for stockholders to replace a majority of the directors. 
        Delaware Anti-Takeover Statute. We are subject to Section 203 of the Delaware General Corporation Law which prohibits persons deemed “interested stockholders” from engaging in a “business combination” with a Delaware corporation for three years following the date these persons become interested stockholders unless: 
			
 	•	the transaction is approved by the board of directors prior to the date that the interested stockholder attained such status; 	
 		
 	•	upon completion of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding those shares owned by persons who are officers and directors and certain employee stock plans; or 	
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 	•	on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder. 	
        Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. 
Transfer Agent and Registrar 
        The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company. 
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SHARES ELIGIBLE FOR FUTURE SALE 
        Sales of substantial amounts of our common stock in the public market after this offering could cause the market price of our common stock to fall and could affect our ability to raise equity capital on terms favorable to us. 
        Upon the closing of this offering, we will have                               shares of common stock outstanding, assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding options or warrants to purchase common stock. Of these shares, the                     shares of common stock being sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as such term is defined in Rule 144 under the Securities Act (Rule 144), may generally only be sold in compliance with the limitations of Rule 144 described below. 
        The remaining                     shares were issued and sold by us in private transactions, are restricted securities and may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration under Rules 144, 144(k) or 701 under the Securities Act, which rules are summarized below. Subject to the lock-up agreements described below and the provisions of Rules 144, 144(k) and 701, additional shares will be available for sale in the public market, subject in the case of shares held by affiliates to compliance with certain volume restrictions, as follows: 
 	 	 	 	 	
Date of Availability for Sale		Number of Shares	
			
As of the date of this prospectus 	 	 	 	 	
            , 2002 (90 days after the date of this prospectus) 	 	 	 	 	
            , 2002 (180 days after the date of this prospectus) 	 	 	 	 	
At various times thereafter upon expiration of applicable holding periods 	 	 	 	 	
        In addition, if all outstanding and vested options were fully exercised,           shares would be available for sale 90 days from the date of this prospectus and an additional           shares would be available 180 days from the date of this prospectus. Subject to compliance with certain volume restrictions, if all outstanding warrants were fully exercised,                     shares would be available for sale immediately following this offering. 
Rule 144 
        In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who has beneficially owned shares of our common stock for at least one year is entitled to sell, within any three-month period, a number of shares that is not more than the greater of: 
			
 	•	1% of the number of shares of common stock then outstanding, which will equal approximately                     shares immediately after this offering; or 	
 		
 	•	the average weekly trading volume of our common stock on the New York Stock Exchange during the four calendar weeks before such sale, subject to the filing of a Form 144 with respect to such sale. 	
        Sales under Rule 144 generally are also subject to manner of sale provisions, notice requirements and the availability of current public information about us. 
        Under Rule 144(k), a person who has not been one of our affiliates at any time during the three months before a sale and who has beneficially owned the restricted shares for at least two years, is entitled to sell the shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. 
Rule 701 
        In general, under Rule 701 of the Securities Act as currently in effect, any of our employees, consultants or advisors who purchased shares from us prior to the date of this prospectus under a stock 
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option plan or other written agreement can resell those shares 90 days after the date of this prospectus in reliance on Rule 144, but without complying with some of the restrictions, including the holding period, contained in Rule 144. 
        We have agreed with the underwriters that during the 180-day period following the date of this prospectus we will not file a Form S-8 registration statement under the Securities Act to register shares of common stock issued and issuable upon exercise of stock options granted by us. We intend to file the Form S-8 registration statement upon the expiration of the lock-up period. The Form S-8 registration statement will become effective immediately upon filing and shares covered by that registration statement will thereupon be eligible for sale in the public markets, subject to Rule 144 limitations applicable to affiliates. 
        Prior to this offering there has been no public market for our common stock and no predictions can be made regarding the effect, if any, that market sales of shares or the availability of shares for sale will have on the market price prevailing from time to time. Nevertheless, sales of substantial amounts of our common stock in the public market could adversely affect the prevailing market price. 
        All of our directors (other than Jay Seid), executive officers and warrant holders and substantially all holders of our outstanding common stock (other than Bachow Investment Partners III, L.P.), which hold in the aggregate                     shares of our common stock have agreed that they will not, without the prior written consent of Lehman Brothers Inc. and Deutsche Bank Securities Inc., sell or otherwise dispose of any shares of common stock or warrants to acquire shares of common stock during the 180-day period following the date of this prospectus. See “Underwriting.” 
        After the closing of this offering, the holders of                     shares of our common stock will be entitled to certain rights with respect to the registration of such shares under the Securities Act. See “Description of Capital Stock — Registration Rights.” Registration of such shares under the Securities Act would result in such shares, except for shares purchased by affiliates, becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration. 
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UNDERWRITING 
        Under the underwriting agreement, which is filed as an exhibit to the registration statement relating to this prospectus, each of the underwriters named below, for whom Lehman Brothers Inc. and Deutsche Bank Securities Inc. (as joint bookrunning managers), SG Cowen Securities Corporation and First Union Securities, Inc. are acting as representatives, have agreed to purchase from us and the selling stockholder, on a firm commitment basis, subject only to the conditions contained in the underwriting agreement, the respective number of shares of common stock shown opposite its name below. 
 	 	 	 	 	 	
Underwriters		Number of Shares	
			
Lehman Brothers Inc. 	 	 	 	 	
Deutsche Bank Securities Inc. 	 	 	 	 	
SG Cowen Securities Corporation 	 	 	 	 	
First Union Securities, Inc. 	 	 	 	 	
 	 	 		 	
 	Total 	 	 	 	 	
 	 	 		 	
        The underwriting agreement provides that the underwriters’ obligations to purchase our common stock depend on the satisfaction of conditions contained in the underwriting agreement, which include: 
			
 	•	if any shares of common stock are purchased by the underwriters, then all of the shares of common stock the underwriters agreed to purchase must be purchased; 	
 	•	if an underwriter defaults, purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated; 	
 	•	the representations and warranties made by us and the selling stockholder to the underwriters are true; 	
 	•	there is no material change in the financial markets; and 	
 	•	we and the selling stockholder deliver customary closing documents to the underwriters. 	
Commissions and Expenses 
        The representatives have advised us and the selling stockholder that the underwriters propose to offer the common stock directly to the public at the initial public offering price presented on the cover page of this prospectus and to selected dealers, which may include the underwriters, at the initial public offering price less a selling concession not in excess of $           per share. The underwriters may allow and the selected dealers may reallow, a concession not in excess of $           per share to brokers and dealers. After the offering, the underwriters may change the offering price and other selling terms. 
        The following table summarizes the underwriting discounts and commissions we and the selling stockholder will pay. The underwriting discounts and commissions are equal to the initial public offering price per share, less the amount paid to us and the selling stockholder per share. The underwriting discounts and commissions equal           % of the initial public offering price. 

				Total	
					
				Without		With	
		Fee per Share		Over-Allotment		Over-Allotment	
							
Underwriting discounts and commissions to be paid to the underwriters by us 	 	$	 	 	 	$	 	 	 	$	 	 	
Underwriting discounts and commissions to be paid to the underwriters by the selling stockholder 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	
 	Total 	 	$	 	 	 	$	 	 	 	$	 	 	
        We estimate that the total expenses of the offering, including approximately $                    in filing fees, $ in professional fees and expenses and $                    for other fees and expenses, excluding underwriting discounts and commissions, will be approximately $           million. 
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Over-Allotment Option 
        We have granted to the underwriters an option to purchase up to an aggregate of                     shares of common stock, exercisable to cover over-allotments, if any, at the initial public offering price less the underwriting discounts and commissions shown on the cover page of this prospectus. The underwriters may exercise this option at any time until 30 days after the date of the underwriting agreement. To the extent the underwriters exercise this option, each underwriter will be committed, so long as the conditions of the underwriting agreement are satisfied, to purchase a number of additional shares proportionate to that underwriter’s initial commitment as indicated in the preceding table. 
Lock-Up Agreements 
        We and the selling stockholder have agreed that, without the prior written consent of Lehman Brothers Inc. and Deutsche Bank Securities Inc., neither we nor the selling stockholder will, directly or indirectly, offer, sell or dispose of any common stock or any securities that may be converted into or exchanged for any common stock for a period of 180 days from the date of this prospectus. All of our executive officers, directors (other than Jay Seid), warrant holders and substantially all holders of our outstanding common stock (other than Bachow Investment Partners III, L.P.), which hold in the aggregate                     shares of our common stock, have agreed under lock-up agreements not to, without the prior written consent of Lehman Brothers Inc. and Deutsche Bank Securities Inc., directly or indirectly, offer, sell or otherwise dispose of any common stock or any securities which may be converted into or exchanged or exercised for any common stock for a period of 180 days from the date of this prospectus. 
Offering Price Determination 
        Prior to this offering, there has been no public market for our common stock. The initial public offering price has been negotiated between the representatives and us. In determining the initial public offering price of our common stock, the representatives considered: 
			
 	•	prevailing market conditions; 	
 		
 	•	our historical performance and capital structure; 	
 		
 	•	estimates of our business potential and earnings prospects; 	
 		
 	•	an overall assessment of our management; and 	
 		
 	•	the consideration of these factors in relation to market valuation of companies in related businesses. 	
Indemnification 
        We and the selling stockholder have agreed to indemnify the underwriters against liabilities relating to the offering, including liabilities under the Securities Act and liabilities arising from breaches of the representations and warranties contained in the underwriting agreement, and to contribute to payments that the underwriters may be required to make for these liabilities. 
Stabilization, Short Positions And Penalty Bids 
        The representatives may engage in over-allotment, stabilizing transactions, syndicate short covering transactions, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, in accordance with Regulation M under the Securities Exchange Act of 1934: 
			
 	•	Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number 	
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 		of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by either exercising their over-allotment option, in whole or in part, or purchasing shares in the open market. 	
			
 	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specific maximum. 	
 		
 	•	Syndicate short covering transactions involve purchases of common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. 	
 		
 	•	Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. 	
        These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the New York Stock Exchange or otherwise and, if commenced, may be discontinued at any time. 
        Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice. 
Listing 
        We plan to file an application for listing on the New York Stock Exchange under the symbol “BSS.” In connection with that listing, the underwriters have undertaken to sell the minimum number of shares to the minimum number of beneficial owners necessary to meet the New York Stock Exchange listing requirements. 
Stamp Taxes 
        Purchasers of the shares of our common stock offered by this prospectus may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition of the offering price listed on the cover of this prospectus. 
Offers And Sales In Canada 
        This prospectus is not, and under no circumstances is it to be construed as, an advertisement or a public offering of shares in Canada or any province or territory thereof. Any offer or sale of shares in Canada will be made only under an exemption from the requirements to file a prospectus or prospectus supplement and an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made. 
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Directed Share Program 
        At our request, the underwriters have reserved up to            shares, or 5% of our common stock offered by this prospectus, for sale under a directed share program. All of the persons purchasing the reserved shares must commit to purchase no later than the close of business on the day following the date of this prospectus. The number of shares available for sale to the general public will be reduced to the extent these persons purchase the reserved shares. Shares committed to be purchased by directed share participants that are not so purchased will be reallocated for sale to the general public in the offering. All sales of shares pursuant to the directed share program will be made at the initial public offering price set forth on the cover page of this prospectus. 
Discretionary Sales 
        The underwriters have informed us that they do not intend to confirm sales to discretionary accounts that exceed 5% of the total number of shares of our common stock offered by them. 
Electronic Distribution 
        A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters and/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. 
        Other than the prospectus in electronic format, the information on any underwriter’s or selling group member’s website and any information contained in any other website maintained by an underwriter or selling group member is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter or selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors. 
        First Union Securities, Inc., one of the underwriters, is an indirect, wholly owned subsidiary of Wachovia Corporation. Wachovia Corporation conducts its investment banking, institutional and capital markets businesses through its various bank, broker-dealer and nonbank subsidiaries (including First Union Securities, Inc.) under the trade name of Wachovia Securities. Any references to Wachovia Securities in this prospectus, however, do not include Wachovia Securities, Inc., member NASD/SIPC and a separate broker-dealer subsidiary of Wachovia Corporation and an affiliate of First Union Securities, Inc., which may or may not be participating as a selling dealer in the distribution of the securities offered by this prospectus. 
LEGAL MATTERS 
        The validity of the issuance of the shares of common stock offered by this prospectus will be passed upon for us by Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania. Certain legal matters in connection with this offering are being passed upon for the underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. 
- 77 - 

EXPERTS 
        The audited consolidated financial statements of Bentley Systems, Incorporated included in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto and are included herein in reliance upon the authority of said firm as experts in giving said reports. 
        The audited financial statements of Geopak Corporation included in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto and are included herein in reliance upon the authority of said firm as experts in giving said reports. 
        The audited consolidated financial statements of Rebis included in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto and are included herein in reliance upon the authority of said firm as experts in giving said reports. 
WHERE YOU CAN FIND MORE INFORMATION 
        We have filed a registration statement on Form S-1 with the Securities and Exchange Commission relating to the common stock offered by this prospectus. This prospectus does not contain all of the information provided in the registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance we refer you to the copy of the contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference. For further information with respect to us and the common stock offered by this prospectus, we refer you to the registration statement, exhibits and schedules. 
        You may inspect a copy of the registration statement without charge at the public reference facility maintained by the SEC in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain copies of all or any part of the registration statement from that facility upon payment of the prescribed fees. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. Upon completion of this offering, we will become subject to the informational and periodic reporting requirements of the Securities Exchange Act of 1934 and, in accordance therewith, will file periodic reports, proxy statements and other information with the SEC. 
- 78 - 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
INDEX TO FINANCIAL STATEMENTS 
 	 	 	 	 	 	
Bentley Systems, Incorporated and subsidiaries:	 	 	 	 	
 	Report of independent public accountants 	 	 	F-2	 	
 	Consolidated balance sheets as of December 31, 2000 and 2001 	 	 	F-3	 	
 	Consolidated statements of operations for the years ended December 31, 1999, 2000 and 2001 	 	 	F-4	 	
 	Consolidated statements of redeemable convertible securities and stockholders’ equity for the years ended December 31, 1999, 2000 and 2001 	 	 	F-5	 	
 	Consolidated statements of cash flows for the years ended December 31, 1999, 2000 and 2001 	 	 	F-7	 	
 	Notes to consolidated financial statements 	 	 	F-8	 	
GEOPAK Corporation:	 	 	 	 	
 	Report of independent public accountants 	 	 	F-34	 	
 	Balance sheets as of December 31, 2000 and August 31, 2001 	 	 	F-35	 	
 	Statements of operations for the year ended December 31, 2000 and for the eight months ended August 31, 2001 	 	 	F-36	 	
 	Statements of stockholders’ equity for the year ended December 31, 2000 and for the eight months ended August 31, 2001 	 	 	F-37	 	
 	Statements of cash flows for the year ended December 31, 2000 and for the eight months ended August 31, 2001 	 	 	F-38	 	
 	Notes to financial statements 	 	 	F-39	 	
Rebis and subsidiaries:	 	 	 	 	
 	Report of independent public accountants 	 	 	F-48	 	
 	Consolidated balance sheets as of September 30, 2000 and 2001 and December 31, 2001 (unaudited) 	 	 	F-49	 	
 	Consolidated statements of operations for the years ended September 30, 2000 and 2001 and three months ended December 31, 2000 (unaudited) and 2001 (unaudited) 	 	 	F-50	 	
 	Consolidated statements of redeemable convertible stock and shareholders’ equity (deficit) for years ended September 30, 2000 and 2001 and three months ended December 31, 2001 (unaudited) 	 	 	F-51	 	
 	Consolidated statements of cash flows for the years ended September 30, 2000 and 2001 and three months ended December 31, 2000 (unaudited) and 2001 (unaudited) 	 	 	F-52	 	
 	Notes to consolidated financial statements 	 	 	F-53	 	
Pro forma combined condensed financial statements (unaudited):	 	 	 	 	
 	Basis of presentation 	 	 	F-63	 	
 	Pro forma combined condensed balance sheet as of December 31, 2001 (unaudited) 	 	 	F-64	 	
 	Pro forma combined condensed statement of operations for the year ended December 31, 2001 (unaudited) 	 	 	F-65	 	
 	Notes to pro forma combined condensed financial statements (unaudited) 	 	 	F-66	 	
F-1 

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 
To Bentley Systems, Incorporated: 
        We have audited the accompanying consolidated balance sheets of Bentley Systems, Incorporated (a Delaware corporation) and subsidiaries as of December 31, 2000 and 2001, and the related consolidated statements of operations, redeemable convertible securities and stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. 
        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 
        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bentley Systems, Incorporated and subsidiaries as of December 31, 2000 and 2001, and the results of their operations and their cash flows for each of the three years in the period then ended December 31, 2001 in conformity with accounting principles generally accepted in the United States. 
		
 	Arthur Andersen LLP                              	
Philadelphia, Pennsylvania 
March 11, 2002 
F-2 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS 
(in thousands, except share data) 

		December 31,		Pro Forma	
				Stockholders’	
		2000		2001		Equity (Note 1)	
							
						(unaudited)	
ASSETS 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cash and cash equivalents 	 	$	6,437	 	 	$	12,994	 	 	 	 	 	
 	Accounts receivable, net of allowance of $6,710 and $7,443 	 	 	61,514	 	 	 	62,183	 	 	 	 	 	
 	Income tax receivable 	 	 	2,300	 	 	 	2,059	 	 	 	 	 	
 	Deferred income taxes 	 	 	6,041	 	 	 	6,133	 	 	 	 	 	
 	Prepaid and other current assets 	 	 	7,202	 	 	 	4,378	 	 	 	 	 	
 	 	 		 	 	 		 	 	 	 	 	
Total current assets 	 	 	83,494	 	 	 	87,747	 	 	 	 	 	
Property and equipment, net 	 	 	20,757	 	 	 	19,679	 	 	 	 	 	
Intangible assets, net of accumulated amortization of $9,436 and $13,897 	 	 	31,718	 	 	 	49,665	 	 	 	 	 	
Investments in affiliates 	 	 	2,407	 	 	 	2,122	 	 	 	 	 	
Other assets 	 	 	2,094	 	 	 	2,525	 	 	 	 	 	
 	 	 		 	 	 		 	 	 	 	 	
Total Assets 	 	$	140,470	 	 	$	161,738	 	 	 	 	 	
 	 	 		 	 	 		 	 	 	 	 	
LIABILITIES, REDEEMABLE CONVERTIBLE SECURITIES AND STOCKHOLDERS’ EQUITY 	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Short-term borrowings 	 	$	17,623	 	 	$	357	 	 	 	 	 	
 	Current maturities of long-term debt 	 	 	5,084	 	 	 	9,774	 	 	 	 	 	
 	Accounts payable 	 	 	6,441	 	 	 	8,273	 	 	 	 	 	
 	Accruals and other current liabilities 	 	 	18,905	 	 	 	19,320	 	 	 	 	 	
 	Deferred subscriptions revenues 	 	 	42,946	 	 	 	56,485	 	 	 	 	 	
 	Income taxes payable 	 	 	2,407	 	 	 	2,684	 	 	 	 	 	
 	 	 		 	 	 		 	 	 	 	 	
Total current liabilities 	 	 	93,406	 	 	 	96,893	 	 	 	 	 	
Long-term debt 	 	 	13,560	 	 	 	14,386	 	 	 	 	 	
Deferred income taxes 	 	 	646	 	 	 	819	 	 	 	 	 	
Deferred subscriptions revenues 	 	 	285	 	 	 	3,012	 	 	 	 	 	
Deferred compensation 	 	 	5,265	 	 	 	5,261	 	 	 	 	 	
Redeemable convertible Series A preferred stock (liquidation value of $24,753) 	 	 	19,298	 	 	 	24,753	 	 	 	—	 	
Senior redeemable convertible Class C common stock 	 	 	3,785	 	 	 	8,690	 	 	 	—	 	
Redeemable convertible Class D common stock 	 	 	—	 	 	 	5,910	 	 	 	—	 	
Redeemable common stock warrants 	 	 	529	 	 	 	1,740	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	
Total liabilities and redeemable convertible securities 	 	 	136,774	 	 	 	161,464	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	
Commitments and contingencies (Note 15) 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ equity: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Class A and Class B Common Stock, par value $0.01; 90,000,000 shares authorized (actual), 100,000,000 shares authorized (pro forma); 24,937,224 and 24,959,724 shares issued, actual;              shares issued, pro forma 	 	 	250	 	 	 	250	 	 	 	 	 	
 	Additional paid-in capital 	 	 	14,994	 	 	 	18,250	 	 	 	 	 	
 	Notes receivable from stockholders 	 	 	(5,922	)	 	 	(6,241	)	 	 	 	 	
 	Other comprehensive loss 	 	 	(6,797	)	 	 	(7,632	)	 	 	 	 	
 	Retained earnings 	 	 	11,498	 	 	 	6,254	 	 	 	 	 	
 	Less — Treasury Stock; 2,003,750 and 2,031,750 shares at cost 	 	 	(10,327	)	 	 	(10,607	)	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	
Total stockholders’ equity 	 	 	3,696	 	 	 	274	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	
 	 	$	140,470	 	 	$	161,738	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	
The accompanying notes are an integral part of these consolidated financial statements. 
F-3 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS 
(in thousands, except share and per share data) 

		Year Ended December 31,	
			
		1999		2000		2001	
							
Revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Subscriptions 	 	$	90,915	 	 	$	96,830	 	 	$	123,642	 	
 	Perpetual licenses 	 	 	78,450	 	 	 	70,251	 	 	 	61,463	 	
 	Services 	 	 	12,854	 	 	 	13,143	 	 	 	17,505	 	
 	 	 		 	 	 		 	 	 		 	
Total revenues 	 	 	182,219	 	 	 	180,224	 	 	 	202,610	 	
Cost of revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cost of subscriptions 	 	 	31,366	 	 	 	29,682	 	 	 	25,476	 	
 	Cost of perpetual licenses 	 	 	19,403	 	 	 	17,718	 	 	 	13,095	 	
 	Cost of services 	 	 	12,636	 	 	 	12,207	 	 	 	16,110	 	
 	 	 		 	 	 		 	 	 		 	
Total cost of revenues 	 	 	63,405	 	 	 	59,607	 	 	 	54,681	 	
Gross profit 	 	 	118,814	 	 	 	120,617	 	 	 	147,929	 	
Operating expenses: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Research and development 	 	 	34,008	 	 	 	35,288	 	 	 	40,526	 	
 	Selling and marketing 	 	 	70,307	 	 	 	69,431	 	 	 	74,686	 	
 	General and administrative 	 	 	12,778	 	 	 	12,056	 	 	 	16,259	 	
 	Amortization of acquired intangibles 	 	 	2,475	 	 	 	2,682	 	 	 	6,487	 	
 	 	 		 	 	 		 	 	 		 	
Total operating expenses 	 	 	119,568	 	 	 	119,457	 	 	 	137,958	 	
Income (loss) from operations 	 	 	(754	)	 	 	1,160	 	 	 	9,971	 	
Interest expense, net 	 	 	(1,870	)	 	 	(1,461	)	 	 	(3,462	)	
Other income, net 	 	 	695	 	 	 	—	 	 	 	188	 	
Arbitration settlement, net (Note 4) 	 	 	13,563	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	
Income (loss) before income taxes 	 	 	11,634	 	 	 	(301	)	 	 	6,697	 	
Provision for income taxes 	 	 	4,227	 	 	 	859	 	 	 	2,612	 	
 	 	 		 	 	 		 	 	 		 	
Net income (loss) 	 	$	7,407	 	 	$	(1,160	)	 	$	4,085	 	
 	 	 		 	 	 		 	 	 		 	
Deemed dividends on redeemable convertible Series A preferred stock, Senior redeemable convertible Class C common stock and redeemable convertible Class D common stock 	 	 	2,396	 	 	 	2,396	 	 	 	7,014	 	
Cash Dividends on Senior redeemable convertible Class C Common Stock 	 	 	—	 	 	 	—	 	 	 	2,315	 	
 	 	 		 	 	 		 	 	 		 	
Net income (loss) applicable to common stockholders 	 	$	5,011	 	 	$	(3,556	)	 	$	(5,244	)	
 	 	 		 	 	 		 	 	 		 	
Net income (loss) per share: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic and Diluted 	 	$	0.22	 	 	$	(0.15	)	 	$	(0.23	)	
 	 	 		 	 	 		 	 	 		 	
Shares used in computing net income (loss) per share: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic 	 	 	22,658,837	 	 	 	22,981,646	 	 	 	23,161,495	 	
 	Diluted 	 	 	22,853,796	 	 	 	22,981,646	 	 	 	23,161,495	 	
Unaudited pro forma net income per share: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic 	 	 	 	 	 	 	 	 	 	$	 	 	
 	 	 	 	 	 	 	 	 	 	 		 	
 	Diluted 	 	 	 	 	 	 	 	 	 	$	 	 	
 	 	 	 	 	 	 	 	 	 	 		 	
Shares used in computing unaudited pro forma net income per share: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Diluted 	 	 	 	 	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these consolidated financial statements. 
F-4 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE SECURITIES AND STOCKHOLDERS’ EQUITY 
(in thousands, except share data) 

		Redeemable convertible securities		Stockholders’ equity	

				Common Stock			

		Redeemable Convertible		Class C									
		Series A		Senior Redeemable		Class D				Class A				Notes							
		Preferred Stock		Convertible		Redeemable Convertible		Redeemable		Class B		Additional		Receivable		Other				Treasury Stock		Total	
								Common Stock				paid-in		from		comprehensive		Retained				Stockholders’	
		Shares		Carrying value		Shares		Carrying value		Shares		Carrying value		Warrants		Shares		Par value		capital		stockholders		loss		earnings		Shares		Amounts		equity	
																																	
Balance as of December 31, 1998 	 	 	1,552,450	 	 	$	14,506	 	 	 	—	 	 	$	—	 	 	 	—	 	 	$	—	 	 	$	—	 	 	 	24,519,632	 	 	$	245	 	 	$	6,665	 	 	$	—	 	 	$	(3,438	)	 	$	10,043	 	 	 	—	 	 	$	—	 	 	$	13,515	 	
Comprehensive income: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	7,407	 	 	 	—	 	 	 	—	 	 	 	7,407	 	
 	Currency translation adjustment 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,688	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,688	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total comprehensive income 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(1,688	)	 	 	7,407	 	 	 	 	 	 	 	 	 	 	 	5,719	 	
 	Issuance of Common Stock in connection with stock option exercise 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	33,750	 	 	 	1	 	 	 	85	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	86	 	
 	Compensation recognized in connection with the extension of stock option expiration dates 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,032	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,032	 	
 	Accretion of redemption value 	 	 	—	 	 	 	296	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(296	)	 	 	—	 	 	 	—	 	 	 	(296	)	
 	Accrued dividend 	 	 	—	 	 	 	2,100	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(2,100	)	 	 	—	 	 	 	—	 	 	 	(2,100	)	
 	Acquisition of treasury stock in connection with Intergraph arbitration settlement (see Note 4) 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(3,000,000	)	 	 	(15,420	)	 	 	(15,420	)	
 	Notes receivable and accrued interest from officers related to sale of treasury stock 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(5,265	)	 	 	—	 	 	 	—	 	 	 	1,000,000	 	 	 	5,140	 	 	 	(125	)	
 	Repurchase of Common Stock from terminated employee 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(3,750	)	 	 	(47	)	 	 	(47	)	
 	Other 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	152	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	152	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance as of December 31, 1999 	 	 	1,552,450	 	 	 	16,902	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	24,553,382	 	 	 	246	 	 	 	7,934	 	 	 	(5,265	)	 	 	(5,126	)	 	 	15,054	 	 	 	(2,003,750	)	 	 	(10,327	)	 	 	2,516	 	
Comprehensive income: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net loss 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,160	)	 	 	—	 	 	 	—	 	 	 	(1,160	)	
 	Currency translation adjustment 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,671	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,671	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total comprehensive loss 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,671	)	 	 	(1,160	)	 	 	—	 	 	 	—	 	 	 	(2,831	)	
 	Issuance of Common Stock in connection with Profit Sharing Plan contribution 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	63,568	 	 	 	1	 	 	 	387	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	388	 	
 	Issuance of Common Stock in connection with stock option exercise 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	280,000	 	 	 	3	 	 	 	707	 	 	 	(621	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	89	 	
 	Tax benefit on option exercise 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	282	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	282	 	
 	Issuance of Senior Redeemable Convertible Class C Common Stock and warrants to purchase 1,040,000 shares of Class B Common stock, net of costs 	 	 	—	 	 	 	—	 	 	 	75,000	 	 	 	6,861	 	 	 	—	 	 	 	—	 	 	 	529	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Beneficial conversion feature recorded in connection with issuance of Senior Redeemable Convertible Class C Common Stock 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(3,076	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,076	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,076	 	
 	Issuance of warrants to purchase 988,290 shares of Class B Common Stock in connection with $32 million revolving credit facility 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	704	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	704	 	
 	Issuance of Class B Common Stock, exchangeable shares and options in connection with the acquisition of HMR Inc. 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	40,274	 	 	 	—	 	 	 	1,904	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,904	 	
 	Accretion of redemption value on Redeemable Convertible Series A Preferred Stock 	 	 	—	 	 	 	296	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(296	)	 	 	—	 	 	 	—	 	 	 	(296	)	
 	Accrued dividend on Redeemable Convertible Series A Preferred Stock 	 	 	—	 	 	 	2,100	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(2,100	)	 	 	—	 	 	 	—	 	 	 	(2,100	)	
 	Accrued interest due from officers and employees, net of cash received for interest 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(36	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(36	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
The accompanying notes are an integral part of these consolidated financial statements. 
F-5 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE SECURITIES AND STOCKHOLDERS’ EQUITY — (Continued) 
(in thousands, except share data) 

		Redeemable convertible securities		Stockholders’ equity	

				Common Stock			

		Redeemable Convertible		Class C —									
		Series A		Senior Redeemable		Class D —				Class A				Notes							
		Preferred Stock		Convertible		Redeemable Convertible		Redeemable		Class B		Additional		Receivable		Other				Treasury Stock		Total	
								Common Stock				paid-in		from		comprehensive		Retained				Stockholders’	
		Shares		Carrying value		Shares		Carrying value		Shares		Carrying value		Warrants		Shares		Par value		capital		stockholders		loss		earnings		Shares		Amounts		equity	
																																	
Balance as of December 31, 2000	 	 	1,552,450	 	 	 	19,298	 	 	 	75,000	 	 	 	3,785	 	 	 	—	 	 	 	—	 	 	 	529	 	 	 	24,937,224	 	 	 	250	 	 	 	14,994	 	 	 	(5,922	)	 	 	(6,797	)	 	 	11,498	 	 	 	(2,003,750	)	 	 	(10,327	)	 	 	3,696	 	
Comprehensive income: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,085	 	 	 	—	 	 	 	—	 	 	 	4,085	 	
 	Currency translation adjustment 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(835	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(835	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total comprehensive income 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(835	)	 	 	4,085	 	 	 	—	 	 	 	—	 	 	 	3,250	 	
 	Cash dividend on Senior Redeemable Convertible Class C Common Stock 	 	 	—	 	 	 	—-	 	 	 	—	 	 	 	—-	 	 	 	—	 	 	 	—-	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(2,315	)	 	 	—	 	 	 	—	 	 	 	(2,315	)	
 	Issuance of Common Stock in connection with stock option exercise 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	22,500	 	 	 	 	 	 	 	57	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	57	 	
 	Issuance of Senior Redeemable Convertible Class C Common Stock and warrants to purchase 360,533 shares of Class B Common stock, net of costs 	 	 	—	 	 	 	—	 	 	 	26,000	 	 	 	2,387	 	 	 	—	 	 	 	—	 	 	 	180	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Issuance of Senior Redeemable Convertible Class C Common Stock and warrants to purchase 554,667 shares of Class B common stock in connection with the acquisition of Geopak Corporation 	 	 	—	 	 	 	–-	 	 	 	40,000	 	 	 	3,718	 	 	 	—	 	 	 	—	 	 	 	282	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Issuance of Redeemable Convertible Class D Common Stock in connection with the acquisition of Geopak Corporation 	 	 	—	 	 	 	—-	 	 	 	—	 	 	 	—-	 	 	 	480,000	 	 	 	5,659	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—-	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Beneficial conversion feature recorded in connection with issuance of Senior Redeemable Convertible Class C Common Stock 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(2,508	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,508	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,508	 	
 	Deemed dividend on Senior Redeemable Convertible Class C Common stock treated as a dividend 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	714	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(714	)	 	 	—	 	 	 	—	 	 	 	(714	)	
 	Additional accretion of redemption value on Senior Redeemable Convertible Class C Common Stock 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	594	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(594	)	 	 	—	 	 	 	—	 	 	 	(594	)	
 	Accretion of redemption value on Redeemable Convertible Class D Common Stock 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	251	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(251	)	 	 	—	 	 	 	—	 	 	 	(251	)	
 	Compensation recognized in connection with the extension of stock option expiration dates 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	674	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	674	 	
 	Compensation recognized in connection with the issuance of options below fair market value 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	17	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	17	 	
 	Issuance of warrants to purchase 579,984 shares of Class B Common Stock to guarantors in connection with $32 million revolving credit facility 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	749	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Acquisition of treasury stock 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—-	 	 	 	—	 	 	 	–-	 	 	 	–-	 	 	 	–-	 	 	 	(28,000	)	 	 	(280	)	 	 	(280	)	
 	Accretion of redemption value on Redeemable Convertible Series A Preferred Stock 	 	 	—	 	 	 	295	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(295	)	 	 	—	 	 	 	—	 	 	 	(295	)	
 	Accrued dividend on Redeemable Convertible Series A Preferred Stock 	 	 	—	 	 	 	5,160	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(5,160	)	 	 	—	 	 	 	—	 	 	 	(5,160	)	
 	Additions to notes receivable and accrued interest due from officers and employees, net of cash received for interest 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(319	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(319	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance as of December 31, 2001	 	 	1,552,450	 	 	$	24,753	 	 	 	141,000	 	 	$	8,690	 	 	 	480,000	 	 	$	5,910	 	 	 	1,740	 	 	 	24,959,724	 	 	$	250	 	 	$	18,250	 	 	$	(6,241	)	 	$	(7,632	)	 	$	6,254	 	 	 	(2,031,750	)	 	$	(10,607	)	 	$	274	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
The accompanying notes are an integral part of these consolidated financial statements. 
F-6 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(in thousands) 

		Year Ended December 31,	
			
		1999		2000		2001	
							
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income (loss) 	 	$	7,407	 	 	$	(1,160	)	 	$	4,085	 	
 	Adjustments to reconcile net income (loss) to net cash provided by operating activities — 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Depreciation and amortization 	 	 	10,563	 	 	 	11,184	 	 	 	13,936	 	
 	 	Provision for doubtful accounts and customer returns 	 	 	5,147	 	 	 	2,235	 	 	 	1,166	 	
 	 	Deferred income taxes 	 	 	3,089	 	 	 	502	 	 	 	550	 	
 	 	Equity in loss (income) of affiliates 	 	 	39	 	 	 	524	 	 	 	(145	)	
 	 	Stock-based compensation 	 	 	1,032	 	 	 	—	 	 	 	691	 	
 	 	Guarantor warrants 	 	 	—	 	 	 	—	 	 	 	749	 	
 	 	Noncash gain from Intergraph arbitration settlement, net of noncash expenses 	 	 	(4,931	)	 	 	—	 	 	 	—	 	
 	 	Changes in assets and liabilities, net of effect from acquisitions: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	Accounts receivable 	 	 	(8,244	)	 	 	(1,988	)	 	 	(215	)	
 	 	 	Income tax receivable 	 	 	2,366	 	 	 	(2,003	)	 	 	707	 	
 	 	 	Prepaid and other current assets 	 	 	1,888	 	 	 	1,827	 	 	 	980	 	
 	 	 	Other assets 	 	 	(123	)	 	 	(378	)	 	 	939	 	
 	 	 	Accounts payable 	 	 	(8,613	)	 	 	(482	)	 	 	1,762	 	
 	 	 	Accruals and other current liabilities 	 	 	(180	)	 	 	4,403	 	 	 	(219	)	
 	 	 	Deferred subscriptions revenues 	 	 	11,160	 	 	 	2,148	 	 	 	10,442	 	
 	 	 	Income taxes payable 	 	 	(463	)	 	 	990	 	 	 	277	 	
 	 	 		 	 	 		 	 	 		 	
Net cash provided by operating activities 	 	 	20,137	 	 	 	17,802	 	 	 	35,705	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchases of property and equipment 	 	 	(2,154	)	 	 	(7,846	)	 	 	(4,671	)	
 	Acquisitions of technology and other intangibles 	 	 	(407	)	 	 	—	 	 	 	(21	)	
 	Capitalization of costs to translate software products into foreign languages 	 	 	(1,757	)	 	 	(1,065	)	 	 	(703	)	
 	Acquisitions, net of cash acquired of $3,832 in 2001 	 	 	—	 	 	 	(14,181	)	 	 	(3,668	)	
 	Investments 	 	 	(390	)	 	 	(1,869	)	 	 	(422	)	
 	 	 		 	 	 		 	 	 		 	
Net cash used in investing activities 	 	 	(4,708	)	 	 	(24,961	)	 	 	(9,485	)	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net repayments of short-term borrowings 	 	 	(8,382	)	 	 	(9,177	)	 	 	(272	)	
 	Net proceeds from (repayment of) credit facility 	 	 	—	 	 	 	15,480	 	 	 	(15,480	)	
 	Payments of acquisition note 	 	 	—	 	 	 	—	 	 	 	(5,097	)	
 	Proceeds from long-term debt 	 	 	—	 	 	 	962	 	 	 	2,608	 	
 	Repayments of long-term debt 	 	 	(4,765	)	 	 	(9,482	)	 	 	(1,958	)	
 	Net issuances of notes receivable from stockholders 	 	 	—	 	 	 	—	 	 	 	(319	)	
 	Senior Redeemable Convertible Class C Common Stock dividend 	 	 	—	 	 	 	—	 	 	 	(1,517	)	
 	Acquisition of Treasury Stock 	 	 	(47	)	 	 	—	 	 	 	(280	)	
 	Issuance of Common Stock and exercise of Common Stock options 	 	 	86	 	 	 	89	 	 	 	57	 	
 	Proceeds from sale of Senior Redeemable Convertible Class C Common Stock 	 	 	—	 	 	 	7,390	 	 	 	2,567	 	
 	 	 		 	 	 		 	 	 		 	
Net cash (used in) provided by financing activities 	 	 	(13,108	)	 	 	5,262	 	 	 	(19,691	)	
Effect of exchange rate changes on cash and cash equivalents 	 	 	(866	)	 	 	(106	)	 	 	28	 	
 	 	 		 	 	 		 	 	 		 	
Increase (decrease) in cash and cash equivalents 	 	 	1,455	 	 	 	(2,003	)	 	 	6,557	 	
Cash and cash equivalents, beginning of year 	 	 	6,985	 	 	 	8,440	 	 	 	6,437	 	
 	 	 		 	 	 		 	 	 		 	
Cash and cash equivalents, end of year 	 	$	8,440	 	 	$	6,437	 	 	$	12,994	 	
 	 	 		 	 	 		 	 	 		 	
The accompanying notes are an integral part of these consolidated financial statements. 
F-7 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(in thousands, except share and per share data) 
1.     Operations and summary of significant accounting policies 
Operations 
        Bentley Systems, Incorporated (Bentley or the Company) is a global provider of collaborative software solutions that enable the Company’s users to create, manage and publish architectural, engineering and construction content. Bentley’s software solutions are used to design, engineer, build and operate large constructed assets such as roadways, bridges, buildings, industrial and power plants and utility networks. The Company focuses on five vertical industries that deploy such assets: transportation, manufacturing plants, building, utilities and government. In addition, the Company provides professional services for its software solutions, including implementation, integration, customization and training. 
Unaudited pro forma stockholders’ equity 
        In connection with the proposed initial public offering of the Company’s Common Stock (the Offering), all of the outstanding shares of the Redeemable Convertible Series A Preferred Stock (Preferred Stock), Senior Redeemable Convertible Class C Common Stock (Class C Common Stock) and Redeemable Convertible Class D Common Stock (Class D Common Stock) will convert into common stock upon the closing of the Offering. In addition, the Class A Common Stock will be redesignated as “Common Stock” upon the closing of the Offering. The unaudited pro forma stockholders’ equity at December 31, 2001 reflects the assumed conversion of the Preferred Stock, Class C Common Stock and Class D Common Stock into 1,552,450,                       , and 480,000 shares, respectively, of Common Stock. Additionally, the Company has 2,535,184 redeemable warrants consisting of 1,955,200 warrants issued in connection with the sale of Class C Common Stock (Class C Stockholder Warrants) and 579,984 warrants issued to certain stockholders and directors of the Company for their guaranty of a portion of the revolving credit facility (Senior Guarantor Warrants) (see Note 13). These warrants will automatically be exercised on a net issuance basis upon the closing of the Offering. The unaudited pro forma stockholders’ equity as of December 31, 2001 reflects the conversion of the redeemable common stock warrants into common stock and additional paid-in capital. 
Principles of consolidation 
        The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company’s principal subsidiaries are Bentley Systems Europe BV, Bentley Systems Pty. Ltd. (Australia), Bentley Systems Co., Ltd. (Japan), Bentley Systems Germany GmbH (Germany) and Bentley Systems (UK) Ltd. All significant intercompany accounts and transactions have been eliminated. See Note 3 for investments in unconsolidated entities. 
Cash and cash equivalents 
        The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. 
Supplemental cash flow information 
        During the years ended December 31, 1999, 2000 and 2001, the Company paid income taxes of $1,047, $2,100 and $1,349, respectively, and interest of $2,245, $2,316 and $2,535, respectively. During 2001, the Company received a federal tax refund of $615. 
        Accretion of dividends and redemption value related to Preferred Stock, Class C Common Stock and Class D Common Stock was $2,396, $2,396 and $7,014 for the years ended December 31, 1999, 2000 
F-8 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
and 2001, respectively (see Notes 11 and 12). In addition, Class C Common Stock accrued $798 of cash dividends as of December 31, 2001 (see Notes 7 and 11). 
        In 2001, the Company issued warrants valued at $749 to certain of the Company’s stockholders in consideration for their personal guarantees of a portion of the Company’s indebtedness under its bank credit facility (see Note 6). The Company recorded non-cash compensation expense relating to modifications made to extend the contractual life of certain employee stock options in the amount of $1,032 and $674 for the years ended December 31, 1999 and 2001, respectively (see Note 14). Additionally, the Company recorded non-cash compensation expense relating to options issued below fair market value in the amount of $17 in the year ended December 31, 2001. In 2000, the Company issued warrants valued at $704 as fees associated with the bank credit facility (see Notes 6 and 13). In 2000, the Company issued shares valued at $388 as a contribution to the profit sharing plan (see Note 10). 
        The following table displays the noncash assets that were acquired during the years ended December 31, 2000 and 2001, as a result of the acquisitions described in Note 2. There were no business acquisitions in 1999. 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
				Intergraph				Intergraph	
				Corporation		GEOPAK		Corporation	
		HMR Inc.		Product Lines		Corporation		Product Lines	
		2000		2000		2001		2001	
									
Noncash assets (liabilities): 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Current assets 	 	$	1,194	 	 	$	—	 	 	$	2,799	 	 	$	—	 	
 	Property and equipment 	 	 	370	 	 	 	—	 	 	 	53	 	 	 	—	 	
 	Other assets 	 	 	581	 	 	 	—	 	 	 	1,572	 	 	 	—	 	
 	Intangible assets 	 	 	1,605	 	 	 	25,268	 	 	 	14,600	 	 	 	10,178	 	
 	Current liabilities 	 	 	(1,119	)	 	 	—	 	 	 	(5,697	)	 	 	(142	)	
 	Debt 	 	 	(727	)	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Net noncash assets acquired 	 	 	1,904	 	 	 	25,268	 	 	 	13,327	 	 	 	10,036	 	
Less — Common stock issued 	 	 	(1,601	)	 	 	—	 	 	 	(9,377	)	 	 	—	 	
        Options and Class C Stockholder Warrants issued 	 	 	(303	)	 	 	—	 	 	 	(282	)	 	 	—	 	
        Note payable to seller 	 	 	—	 	 	 	(11,087	)	 	 	—	 	 	 	(10,036	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Cash paid for business (net of cash acquired) 	 	$	—	 	 	$	14,181	 	 	$	3,668	 	 	$	—	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Revenue recognition 
        The Company’s subscriptions consist of annual recurring fees that its users pay for Bentley SELECT. Coverage under Bentley SELECT includes the right to use the Company’s products on a concurrent license basis and access to maintenance and technical support, product updates, upgrades and enhancements. Subscriptions revenues include Bentley SELECT coverage for separately sold perpetual licenses. Subscriptions revenues also include annual and monthly term licenses sold under the Bentley SELECT subscription program. The Company began offering term licenses with the introduction of its Geopak software product lines in 1996. Subsequent to December 31, 2001, the Company expanded its subscription program to include annual and monthly term licenses for additional Bentley software solutions and a comprehensive enterprise subscription program for its largest users. Subscriptions revenues are recognized ratably over the duration of the contract. The duration of the initial Bentley SELECT subscription contract is typically two years and licenses for monthly or annual terms are also offered. These 
F-9 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
contracts automatically renew for successive terms, unless terminated. These licenses are included in subscriptions revenues on the accompanying consolidated statements of operations. Billings in advance of providing these services are recorded as deferred subscriptions revenues. 
        The Company’s revenue recognition policies are in compliance with all applicable accounting regulations, including American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, “Software Revenue Recognition,” as amended. Revenues from perpetual licenses for software are generally recognized when persuasive evidence of an agreement exists, delivery has occurred, the fee is fixed or determinable, collectibility is probable, and all significant obligations have been fulfilled by the Company. In 2000, software licenses were distributed principally through channel partners and license revenues were recognized upon shipment, unless collectibility was not reasonably assured. The Company estimates the amount of product returns and exchanges and records this reserve as a reduction in perpetual licenses upon shipment of the product. Revenues from perpetual licenses include shipping and handling charges. 
        In 2001 the Company initiated a strategy to change its distribution model for perpetual licenses. Under the prior model, perpetual licenses were sold to channel partners for resale to users. Under the new model, the Company sells and delivers perpetual licenses directly to its users and the channel partner assigned to the account earns a commission. The new distribution model took effect in North America in November 2001 and will be phased in globally during 2002. Under the new model, the recognized revenues from the sale of each perpetual license are expected to be higher, reflecting the end-user markup. Cost of revenues will also increase by an approximately equal amount reflecting the commission paid to channel partners. The Company anticipates that this change will not materially affect gross profit, but the Company’s gross margin percentage from perpetual licenses will decline. 
        For arrangements containing multiple elements, such as perpetual license fees, support/maintenance and consulting services and where vendor-specific objective evidence (VSOE) of fair value exists for all undelivered elements, the Company accounts for the delivered elements in accordance with the “residual method” prescribed by SOP 98-9, “Modification of SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions.” 
        Revenues from implementation, integration, customization and training are recognized as services are performed as they are principally contracted for on a time and materials basis. For complex integration services, where the services are essential to the functionality of the software, the Company follows the percentage-of-completion method as defined in SOP 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts.” Any anticipated losses on such contacts or programs are charged to operations when identified. 
Property and equipment 
        Property and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which range from 3 to 25 years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or the remaining lives of the related leases. 
        Cost of maintenance and repairs is charged to expense as incurred. Upon retirement or other disposition, the cost of the asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the accompanying consolidated statements of operations. 
        The Company follows the provisions of SOP 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” SOP 98-1 provides guidance on accounting for computer software developed or obtained for internal use including the requirement to capitalize specified 
F-10 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
costs and the amortization of such costs. The adoption of SOP 98-1 did not have a material impact on the Company’s financial position or results of operations. 
Intangible assets 
        Intangible assets arise from acquisitions and principally consist of goodwill, trademarks, customer relationships, and acquired technology. Intangibles are amortized over their estimated useful lives, which range from three to fifteen years. The recoverability of the carrying values of intangible assets is evaluated on a recurring basis based upon estimates of undiscounted future cash flows over the remaining useful life of the asset. If the amount of such estimated undiscounted future cash flows is less than the net book value of the asset, the asset is written down to its net realizable value. As of December 31, 2001, no such write-down was required. 
        In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.” The effect of SFAS No. 142, as described more fully under “Recent Accounting Pronouncements” below, will have a material impact on the Company’s financial position and results of operations. 
Cost of revenues 
        Cost of subscriptions revenues includes internal salaries and related costs associated with servicing Bentley SELECT subscribers, as well as channel partner compensation for providing sales coverage and support to Bentley SELECT subscribers. Cost of perpetual licenses includes channel partner compensation, royalties to certain technology providers, amortization of software translation costs, user manuals, the costs of diskettes and packaging materials and shipping and handling costs. Cost of services includes salaries for internal and third party personnel and related overhead costs for providing implementation, integration customization and training services to users. 
Research and development 
        Research and development costs are charged to expense as incurred and consist primarily of salaries and benefits for software development engineers, third party development fees, costs of computer equipment used in software development and facilities costs. 
        SFAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed,” requires the capitalization of costs incurred upon achieving technological feasibility until such product is ready for sale. Costs related to research, design and development of computer software are expensed as incurred. The Company determines technological feasibility to occur when beta testing with existing clients begins. With the exception of producing foreign language translation versions, the time period between the establishment of technological feasibility and the completion of software development is short, and accordingly, no significant development costs had been incurred or capitalized during that period. Amortization of costs relating to translated versions is computed using the straight-line method over the economic life of the product, which is two years. As of December 31, 2000 and 2001, the net book values of capitalized software translation costs were $1,300 and $800, respectively, and were included in other assets on the accompanying consolidated balance sheets. 
Advertising expense 
        The Company expenses advertising costs as incurred. Advertising expenses of approximately $2,575, $2,970, and $2,333 were included in selling and marketing expense in the accompanying consolidated statements of operations during the years ended December 31, 1999, 2000, and 2001, respectively. 
F-11 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
Income taxes 
        The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. 
        The Company does not accrue federal income taxes on undistributed earnings of its foreign subsidiaries since such undistributed earnings are intended to be permanently reinvested and, if remitted, would not have a material impact on the Company’s overall income tax provision due to estimated available foreign tax credits. 
Foreign currency translation 
        Exchange adjustments resulting from transactions denominated in foreign currencies are recognized in the consolidated statements of operations. Exchange adjustments resulting from the translation of financial statements of foreign subsidiaries are reflected as a separate component of stockholders’ equity. The net foreign currency transaction gains for the years ended December 31, 1999 and 2000 were $855 and $577, respectively. The net foreign currency transaction loss for the year ended December 31, 2001 was $305. These amounts are included in other income, net on the accompanying consolidated statements of operations (see Note 18). 
Net income (loss) per share 
        The Company calculates net income (loss) per share in accordance with SFAS No. 128, “Earnings Per Share.” Pursuant to SFAS No. 128, dual presentation of basic and diluted net income (loss) per share is required on the face of the statements of operations for companies with complex capital structures. Basic net income (loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share reflects the potential dilution from the exercise or conversion of securities into common stock, such as stock options. 
        For the year ended December 31, 1999, the shares used to calculate diluted net income per share included 194,959 options to purchase common stock. For the years ended December 31, 2000 and 2001, diluted net loss per share is the same as basic net loss per share as no additional shares for the potential dilution from the exercise or conversion of securities into common stock are included in the denominator as the result is anti-dilutive. Common stock equivalents of 1,552,450, 1,840,679 and 4,252,368 shares were not included in the computation of diluted net income (loss) per share for the years ended December 31, 1999, 2000 and 2001, respectively. Additionally, the deemed and cash dividends were not excluded from the numerator in the computation of diluted net income (loss) per share for the years ended December 31, 1999, 2000 and 2001, respectively. 
        Unaudited pro forma basic and diluted net income per share has been calculated using the net income (loss) before dividends on Preferred Stock, Class C Common Stock and Class D Common Stock and assumes the conversion of all outstanding shares of Preferred Stock, Class C Common Stock and Class D Common Stock into shares of common stock, as if the shares had converted immediately upon their issuance. 
Concentration of credit risk 
        Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of its cash and cash equivalents and receivables. 
F-12 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
        To reduce credit risk, the Company performs ongoing credit evaluations of its customers and limits the amount of credit extended when deemed necessary. Generally, the Company requires no collateral from its customers. The Company’s accounts receivable are derived from perpetual licenses and subscriptions to a large number of channel partners and end users throughout the world. See “Revenue Recognition.” The Company maintains an allowance for potential credit losses but historically has not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic area. 
        The Company’s cash and cash equivalents are with financial institutions that the Company believes are of high credit quality. 
Fair value of financial instruments 
        Cash and cash equivalents, accounts receivable, accounts payable, accruals and other current liabilities and deferred subscriptions revenues are reflected in the accompanying consolidated financial statements at fair value due to the short-term nature of those instruments. The carrying amount of the Company’s debt obligations approximate their fair values as of each of the balance sheet dates. 
Use of estimates 
        The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s critical estimates and assumptions relate to revenue recognition, adequacy of allowance for bad debts and returns, impairment of long-lived assets and accounting for income taxes. 
Stock-based compensation 
        The Company has elected to account for its employee stock-based compensation plans following Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees” and related interpretations rather than the alternative fair value accounting provided under SFAS No. 123, “Accounting for Stock-Based Compensation” (see Note 13). 
Other comprehensive income (loss) 
        SFAS No. 130, “Reporting Comprehensive Income” established rules for the reporting of comprehensive income (loss) and its components. Other comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments and is presented in the accompanying consolidated statements of redeemable convertible securities and stockholders’ equity. 
Reclassifications 
        Certain prior year amounts have been reclassified to be consistent with the current year’s presentation. 
Recent accounting pronouncements 
        In June 1999, the FASB issued SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of FASB Statement No. 133,” which defers the effective date of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS 
F-13 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
No. 133, issued in June 1998, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities. SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The Company adopted SFAS No. 133 beginning on January 1, 2001. The adoption of SFAS No. 133 did not have any impact on the Company’s financial position or results of operations. 
        In June 2001, the FASB issued SFAS No. 141, “Business Combinations.” SFAS No. 141 addresses financial accounting and reporting for business combinations. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method of accounting for business combinations except for qualifying business combinations that were initiated prior to July 1, 2001. SFAS No. 141 also changes the criteria to recognize intangible assets apart from goodwill. The Company adopted SFAS No. 141 on July 1, 2001. The Company has historically used the purchase method to account for all of its business combinations and accordingly, the adoption of SFAS No. 141 did not materially impact the Company’s financial position or results of operations. 
        In June 2001, the FASB issued SFAS No. 142, which requires that goodwill and certain intangibles will not be amortized. Instead, these assets will be reviewed annually for impairment and written down and charged to results of operations in the periods in which the recorded value of goodwill and certain intangibles exceeds their fair values. SFAS No. 142 applies to goodwill and certain intangibles assets acquired prior to June 30, 2001, and will be adopted by the Company on January 1, 2002. Adoption of SFAS No. 142 on January 1, 2002 had no impact on our financial statements. However, in the future, SFAS No. 142 will have the impact of reducing non-cash amortization expense of goodwill and will have a material impact on the Company’s financial statements. The required impairment tests of goodwill may result in future period write-downs. For the years ended December 31, 1999, 2000 and 2001, amortization of goodwill was $430, $492 and $3,109, respectively. 
        The following table presents the impact of SFAS No. 142 relating to goodwill amortization and related tax affects on operating income (loss) and net income (loss), as if they had been in effect for the years ended December 31, 1999, 2000 and 2001: 

		1999		2000		2001	
							
		As reported		As adjusted		As reported		As adjusted		As reported		As adjusted	
													
Income (loss) from operations 	 	$	(754	)	 	$	(324	)	 	$	1,160	 	 	$	1,652	 	 	$	9,971	 	 	$	13,080	 	
Net income (loss) applicable to common stockholders 	 	 	5,011	 	 	 	5,286	 	 	 	(3,556	)	 	 	(3,064	)	 	 	(5,244	)	 	 	(3,348	)	
Net income (loss) per share — Basic and Diluted 	 	$	0.22	 	 	$	0.23	 	 	$	(0.15	)	 	$	(0.15	)	 	$	(0.23	)	 	$	(0.14	)	
F-14 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
        Details of acquired intangible assets as of January 1, 2002 are as follows: 

		Amortizing		Nonamortizing	
					
		Gross				Gross			
		Carrying		Accumulated		Carrying		Accumulated	
		Amount		Amortization		Amount		Amortization	
									
Software and technology 	 	$	4,701	 	 	$	1,365	 	 	$	—	 	 	$	—	 	
Trademarks 	 	 	—	 	 	 	—	 	 	 	3,080	 	 	 	—	 	
Customer relationships 	 	 	7,170	 	 	 	588	 	 	 	—	 	 	 	—	 	
Goodwill 	 	 	—	 	 	 	—	 	 	 	38,697	 	 	 	3,593	 	
Other intangibles 	 	 	9,914	 	 	 	8,351	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Total 	 	$	21,785	 	 	$	10,304	 	 	$	41,777	 	 	$	3,593	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
        In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” which applies to legal obligations associated with the retirement of a tangible long-lived asset that results from the acquisition, construction, or development and/or the normal operation of a long-lived asset. Under SFAS No. 143, guidance is provided on measuring and recording the liability. Adoption of SFAS No. 143 will be effective on January 1, 2003. The Company does not believe that the adoption of SFAS No. 143 will materially impact the Company’s financial position or results of operations. 
        In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS No. 144 supercedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” it removes goodwill from its scope and retains the requirements of SFAS No. 121 regarding the recognition of impairment losses on long-lived assets held for use. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. The Company does not believe the adoption of SFAS No. 144 will materially impact the Company’s financial position or results of operations. 
2.     Acquisitions 
HMR Inc. 
        In 1997, the Company purchased 25% of HMR Inc. (HMR), and acquired worldwide distribution rights for HMR’s products. HMR is a Quebec corporation that develops high performance digital imaging software for the engineering markets. On May 31, 2000, the Company acquired all of the remaining stock of HMR in exchange for 40,274 shares of the Company’s Class B nonvoting common stock (Class B Common Stock), 221,318 Exchangeable Shares of a wholly-owned Canadian subsidiary exchangeable into the Company’s Class B Common Stock on a share for share basis and options granted to employees. The total purchase price was valued at $1,904 based upon an independent valuation. The acquisition was accounted for by the purchase method of accounting and, accordingly, the operating results of HMR have been included in the Company’s consolidated statements of operations from the date of acquisition. The excess of the consideration paid over the fair value of the net assets acquired, which was $1,605, has been recorded as goodwill and is being amortized over 15 years on a straight-line basis. Amortization expense for the years ended December 31, 2000 and 2001 was $62 and $107, respectively. 
Product lines from Intergraph Corporation 
        On December 26, 2000, the Company purchased the civil engineering, plot-services and raster-conversion software product lines from Intergraph Corporation (Intergraph) for an initial purchase price of 
F-15 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
$25,268, including acquisition costs. At the closing, the Company paid $13,463 in cash and delivered a secured note for $11,087, payable in equal installments over three years. In 2001, an increase, attributable to the earn-out based upon the renewal maintenance revenues for the acquired product lines, was made to the principal balance of the note in the amount of $10,036. The operating results attributable to the acquisition of these assets have been included in the Company’s consolidated results of operations from the date of acquisition. 
        The total purchase price of the product lines acquired from Intergraph Corporation is as follows: 
 	 	 	 	 	
Cash 	 	$	13,463	 	
Acquisition note (see Note 8) 	 	 	21,123	 	
Direct transaction costs 	 	 	860	 	
 	 	 		 	
Total purchase price 	 	$	35,446	 	
 	 	 		 	
        Under the purchase method of accounting, the purchase price was allocated to the net tangible and intangible assets based on their estimated fair values as of the acquisition date. An independent valuation supports the following allocation of the purchase price: 
 	 	 	 	 	 	
Intangible assets: 	 	 	 	 	
 	Customer relationships 	 	$	5,230	 	
 	Software and technology 	 	 	2,100	 	
 	Trademarks 	 	 	1,250	 	
 	Goodwill 	 	 	26,866	 	
 	 	 		 	
Total purchase price allocation 	 	$	35,446	 	
 	 	 		 	
        The Company amortizes customer relationships and software and technology on a straight-line basis over 10 years and 3 years, respectively. For the year ended December 31, 2001, goodwill was amortized on a straight-line basis over 7 years. Amortization expense related to goodwill and customer relationships and software was $2,692 and $1,223, respectively, in the year ended December 31, 2001. 
GEOPAK Corporation 
        On December 18, 1996, the Company purchased 25% of the common stock of GEOPAK Corporation (GEOPAK), and acquired worldwide distribution rights for GEOPAK’s products. On September 18, 2001, the Company acquired the remaining common stock of GEOPAK through the merger of GEOPAK with and into a wholly-owned subsidiary of the Company. In consideration for such merger, the Company paid the stockholders of GEOPAK $7,500 in cash, 40,000 shares of Class C Common Stock, 480,000 shares of Class D Common, and warrants to purchase 554,667 shares of Class B Common Stock (see Notes 11 and 13). 
        The estimated total purchase price of the GEOPAK acquisition is as follows: 
 	 	 	 	 	
Cash 	 	$	7,500	 	
Value of Class C Common Stock, Class D Common Stock and warrants based on independent appraisal 	 	 	9,659	 	
 	 	 		 	
Total purchase price 	 	$	17,159	 	
 	 	 		 	
F-16 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
        Under the purchase method of accounting, the preliminary purchase price was allocated to the net tangible and intangible assets based on their estimated fair values as of the acquisition date. An independent valuation supports the following allocation of the purchase price: 
 	 	 	 	 	 	
Net assets acquired, including cash of $3,832 (see Note 1) 	 	$	2,559	 	
Intangible assets: 	 	 	 	 	
 	Customer relationships 	 	 	1,940	 	
 	Software and technology 	 	 	2,050	 	
 	Trademarks 	 	 	1,830	 	
 	Goodwill 	 	 	8,780	 	
 	 	 		 	
Total purchase price allocation 	 	$	17,159	 	
 	 	 		 	
        The Company amortizes customer relationships and software and technology on a straight-line basis over 10 years and 3 years, respectively. Amortization for the year ended December 31, 2001 was $292. 
Pro forma unaudited information 
        The following unaudited pro forma information is presented as if the acquisitions of GEOPAK and the product lines acquired from Intergraph had occurred as of the beginning of the periods presented. The effect of the HMR acquisition on the consolidated financial statements is not significant and has been excluded from the pro forma presentation. 

		Year Ended	
		December 31,	
			
		1999		2000		2001	
							
Total revenues 	 	$	216,502	 	 	$	216,859	 	 	$	207,719	 	
Income (loss) from operations 	 	 	748	 	 	 	(1,543	)	 	 	7,149	 	
Net income (loss) 	 	 	8,210	 	 	 	(2,396	)	 	 	2,629	 	
Net income (loss) per share — basic and diluted 	 	$	0.36	 	 	$	(0.10	)	 	$	(0.11	)	
        The unaudited pro forma consolidated results of operations include adjustments to give effect to the amortization of goodwill and other intangibles, intercompany and certain other adjustments, as well as the related income tax effects. The unaudited pro forma information is not necessarily indicative of the results of operations that would have occurred had the purchase been made at the beginning of the periods presented or the future results of the combined operations. 
3.     Investments in affiliates 
Equity method 
        The Company has investments in two companies, which are accounted for under the equity method. In 1998, the Company acquired minority interests in Meta4 (25%) and Modern Tech. SI, Inc. (20%), both of which are resellers of the Company’s products and participants in the “Bentley Integrator” program (see below). In 2000, Meta4 was acquired by Cadac BIS, Limited (see below). For the years ended December 31, 1999, 2000 and 2001, total revenues related to these entities was $3,374, $2,086 and $895, respectively. As of December 31, 2000 and 2001, the aggregate net accounts receivable from these entities were $1,033 and $71, respectively. 
F-17 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
Cost method 
        On January 25, 2002, the Company purchased for $5,000 in cash, a 12.5% interest in, and an option to acquire the remainder of, Rebis, a leading developer of discipline-specific applications for the manufacturing plant industry. It is the Company’s current intention to exercise this option. Based upon a formula set forth in the option, the Company estimates the total consideration to be $                    , of which 70% will be paid in cash and the remaining 30% will be paid in shares of the Company’s common stock, valued at the Offering price. The closing of this acquisition is subject to certain closing conditions. The Company cannot give any assurance that the contingencies related to the acquisition of the remainder of Rebis will be satisfied in a timely manner, or at all. The completion of the acquisition of the remainder of Rebis is not a condition of the closing of the Offering. 
        On February 18, 2001, the Company purchased approximately 3% of POS-Midas Information Technology Co., Ltd. (POS-Midas), a Korean company engaged in the sale, design and distribution of certain commercial software and consultancy services, for $422. The Company also entered into a distribution agreement with POS-Midas in 2000. As of December 31, 2001, $500 of product purchased from POS-Midas is included in other current assets. Additionally, the Company purchased a convertible note receivable for $246 due from POS-Midas which is included in other assets on the accompanying consolidated balance sheets. 
        During 2000, the Company continued to expand its “Bentley Integrator” program, acquiring an 18.4% equity interest in Cadac BIS, Limited and a 15% equity interest in Cadtronic Computer-Systeme GmbH. During 1999, the Company acquired a 19.9% equity interest in each of Armilian Technology, Third Millenium Technology Corporation, WorkPlace Wisdom Inc., and APlus Integration Solutions, Inc. Each of these investments has been accounted for under the cost method of accounting. 
        Bentley Integrators are a select group of independent resellers of Bentley products. Bentley Integrators provide systems integration involving Bentley technology, as well as service under Bentley SELECT. 
        The investments in affiliates accounted for under the equity and cost methods were $2,407 as of December 31, 2000 and $2,122 as of December 31, 2001. For the years ended December 31, 1999, 2000 and 2001, total revenues related to these cost method entities were $7,712, $14,003 and $6,931, respectively. As of December 31, 2000 and 2001, the aggregate net accounts receivable from these entities were $6,551 and $1,141, respectively. In addition, as of December 31, 2000 and 2001, the Company has a note receivable from Cadac BIS, Limited in the amount of $598 and $348, respectively, which is included in other assets on the accompanying consolidated balance sheets. 
4.     Transactions with Intergraph 
        At December 31, 2001, Intergraph owned approximately 29% of the Company’s fully diluted common stock. Intergraph distributes Bentley’s products on a nonexclusive basis. Sales of perpetual licenses to Intergraph aggregated 4.4%, 2.3% and 2.4% of total revenues in 1999, 2000 and 2001, respectively. Accounts receivables from Intergraph were approximately $2,600 and $900 at December 31, 2000 and 2001, respectively. 
Settlement agreement 
        By agreement dated February 23, 1999, Integraph paid $1,000 to the Company in settlement for amounts due to the Company for unpaid maintenance fees. In addition, on March 10, 1999, the Company and Intergraph entered into a Settlement Agreement and related agreements to settle pending litigation that the Company had filed against Intergraph related to Intergraph’s use of the Company’s proprietary 
F-18 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
computer code known as “PlotLib.” Under the settlement agreements, among other things, Intergraph paid $700 to the Company and agreed to terminate its use of PlotLib in all Intergraph products. This $700 is included in perpetual license revenues on the accompanying consolidated statements of operations for the year ended December 31, 1999. 
Arbitration settlement 
        In March 1996, the Company initiated an arbitration proceeding against Intergraph claiming damages for unpaid royalties owed by Intergraph to Bentley under the Software License Agreement in effect from 1987 through 1994. Intergraph had exclusive distribution rights to Bentley’s products under the agreement. On March 26, 1999, the Company and Intergraph entered into a settlement agreement to settle the arbitration. Under the settlement, among other things, Intergraph paid $12,000 to the Company and assigned back 3,000,000 shares of the Company’s Class A Common Stock to the Company. 
        The net amount from the arbitration settlement included in the 1999 consolidated statements of operations is summarized as follows: 
 	 	 	 	 	
Cash from arbitration settlement 	 	$	12,000	 	
Fair value of stock from arbitration settlement 	 	 	15,420	 	
 	 	 		 	
Gross income attributable to arbitration settlement 	 	 	27,420	 	
Less — Costs including executive bonus (see Note 9) 	 	 	(13,857	)	
 	 	 		 	
Arbitration settlement income, net 	 	$	13,563	 	
 	 	 		 	
5.     Property and equipment 
        Property and equipment as of December 31, 2000 and 2001 consists of the following: 
 	 	 	 	 	 	 	 	 	
		2000		2001	
					
Land 	 	$	1,256	 	 	$	1,256	 	
Building and improvements 	 	 	12,060	 	 	 	12,112	 	
Computer equipment and software 	 	 	29,523	 	 	 	33,688	 	
Furniture, fixtures and equipment 	 	 	6,931	 	 	 	7,268	 	
Automobiles 	 	 	136	 	 	 	129	 	
 	 	 		 	 	 		 	
 	 	 	49,906	 	 	 	54,453	 	
Accumulated depreciation 	 	 	(29,149	)	 	 	(34,774	)	
 	 	 		 	 	 		 	
 	 	$	20,757	 	 	$	19,679	 	
 	 	 		 	 	 		 	
        Depreciation expense for the years ended December 31, 1999, 2000 and 2001 was $6,300, $6,000 and $5,800, respectively. 
F-19 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
6.     Short-term borrowings 
        Short-term borrowings as of December 31, 2000 and 2001 consist of the following: 
 	 	 	 	 	 	 	 	 	
		2000		2001	
					
Revolving credit facility 	 	$	15,480	 	 	$	—	 	
8.25% promissory note to GEOPAK 	 	 	1,500	 	 	 	—	 	
Other short term borrowings 	 	 	643	 	 	 	357	 	
 	 	 		 	 	 		 	
 	 	$	17,623	 	 	$	357	 	
 	 	 		 	 	 		 	
        On December 26, 2000, the Company and two U.S. commercial banks entered into a three-year, $32,000 revolving credit facility that is secured by the assets of the Company. The revolving credit facility provides for discretionary advances up to $32,000, subject to a borrowing base computation equal to 85% of eligible trade accounts receivable. In connection with this revolving credit facility, the Company granted warrants to the two banks, as well as to certain stockholders and directors of the Company for their guarantees of a portion of the revolving credit facility (see Note 13). As of December 31, 2001, there was no outstanding loan balance and $26,100 available under this revolving credit facility. This credit facility contains certain financial and nonfinancial covenants with which the Company was in compliance with as of December 31, 2000 and 2001. The revolving credit facility bears interest at the banks’ commercial base floating rate or at the Company’s option, the 30, 60 or 90 day Eurodollar rate plus 3%. Interest expense on the revolving credit facility was $1,295 in 2001. Additionally, interest expense in 2001 includes $230 related to amortization of the bank warrants and $749 related to the Senior Guarantor Warrants (see Note 13). 
7.     Accruals and other current liabilities 
        Accruals and other current liabilities as of December 31, 2000 and 2001 consist of the following: 
 	 	 	 	 	 	 	 	 	
		2000		2001	
					
Accrued compensation 	 	$	6,577	 	 	$	5,563	 	
Accrued commissions 	 	 	3,995	 	 	 	1,342	 	
Accrued benefits 	 	 	1,067	 	 	 	3,693	 	
Accrued events 	 	 	971	 	 	 	174	 	
Accrued Class C Common Stock redemption payments (see Note 11) 	 	 	—	 	 	 	798	 	
Other accrued and current liabilities 	 	 	6,295	 	 	 	7,750	 	
 	 	 		 	 	 		 	
 	 	$	18,905	 	 	$	19,320	 	
 	 	 		 	 	 		 	
F-20 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
8.     Long-term debt 
        Long-term debt as of December 31, 2000 and 2001 consists of the following: 
 	 	 	 	 	 	 	 	 	
		2000		2001	
					
Pennsylvania Industrial Development Authority 	 	$	2,200	 	 	$	2,049	 	
Mortgage payable 	 	 	2,728	 	 	 	2,546	 	
Sale-and-leaseback and lease obligations 	 	 	1,523	 	 	 	1,991	 	
Acquisition note (see Note 2) 	 	 	11,087	 	 	 	17,178	 	
Other notes 	 	 	1,106	 	 	 	396	 	
 	 	 		 	 	 		 	
 	 	 	18,644	 	 	 	24,160	 	
Less — Current maturities 	 	 	(5,084	)	 	 	(9,774	)	
 	 	 		 	 	 		 	
 	 	$	13,560	 	 	$	14,386	 	
 	 	 		 	 	 		 	
        The Company has two loans payable to the Pennsylvania Industrial Development Authority structured as 15-year term loans with interest at fixed rates of 2% and 3%, respectively. The loans are collateralized by mortgages on buildings. Monthly principal and interest payments of $18 are due through April 2011 and $14 through January 2014. Interest expense on the loans was $63, $64 and $60 in the years ended December 31, 1999, 2000 and 2001, respectively. 
        The mortgage payable relates to a building at the Company’s Exton, Pennsylvania headquarters. The mortgage bears interest at the rate of 8.5% per annum and matures on August 31, 2018. The mortgage is collateralized by the building and related real estate. Interest expense on the mortgage payable was $246, $259 and $161 in the years ended December 31, 1999, 2000 and 2001, respectively. 
        Sale-and-leaseback and lease obligations relate to computer equipment purchased by the Company and contemporaneously sold to and leased back from financial institutions under credit commitments totaling $3,300. The lease terms are three years from inception and ownership of the computer equipment transfers to the Company automatically upon scheduled termination of the agreements. Monthly payments are currently $94, including interest at an average rate of 6.3%. Interest expense on the sale-and-leaseback and lease obligations was $168, $165 and $186 in the years ended December 31, 1999, 2000 and 2001, respectively. 
        Interest expense related to the other notes was $1,689, $1,409 and $132 for the years ended December 31, 1999, 2000 and 2001, respectively. 
        In conjunction with the acquisition of the product lines from Intergraph, the Company entered into a secured note agreement with Intergraph (Acquisition Note). The Acquisition Note was initially issued for $11,087 and in 2001, pursuant to the terms of the agreement, an increase attributable to the earn-out based upon the renewal maintenance revenues for the acquired product lines was made to the principal balance of the note in the amount $10,036. The remaining Acquisition Note balance of $17,178 as of December 31, 2001 is being repaid in equal quarterly installments in the amount necessary to repay the balance in full by December 1, 2003. The Acquisition Note bears interest at 9.5%. Interest expense on the Acquisition Note was $1,086 in the year ended December 31, 2001. The Company expects to repay the outstanding balance of the Acquisition Note with the proceeds of the Offering. 
F-21 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
        Future principal payments for each of the next five years and thereafter for all of the Company’s long-term debt is as follows: 
 	 	 	 	 	
2002 	 	$	9,774	 	
2003 	 	 	10,345	 	
2004 	 	 	382	 	
2005 	 	 	321	 	
2006 	 	 	326	 	
Thereafter 	 	 	3,012	 	
 	 	 		 	
 	 	$	24,160	 	
 	 	 		 	
9.     Executive bonus plan 
        The Company has an incentive compensation program for certain of its executives. Under the program, 20% of the Company’s quarterly pretax operating profits, as defined, are paid in the form of cash bonuses, subject to certain limitations contained in the revolving credit agreement (see Note 6) and the Company’s Securities Purchase Agreement dated December 26, 2000 (see Note 11). The Company paid incentive compensation bonuses of $1,596, $1,783 and $4,293 for the years ended December 31, 1999, 2000 and 2001, respectively. 
        The Company had another executive bonus plan under which one-third of the royalties from Intergraph owed during the period of the software license agreement between 1987 and 1994 were paid as a bonus to certain owner-executives of the Company. Upon settlement of the royalty arbitration with Intergraph in 1999 (see Note 4), a bonus based on the unpaid royalties received in the settlement, net of arbitration costs, was paid. The bonus consisted of $900 in cash and deferred compensation arrangements under which a $5,140 payment, with interest at 6% per annum, will be made in August 2005, or sooner upon the occurrence of certain events, including an initial public offering. Interest expense was $125, $304 and $308, for the years ended December 31, 1999, 2000 and 2001, respectively. Upon the consummation of the Offering, the deferred compensation amount must be paid six months after the Offering. At the same time that the bonus was paid, the executives participating in the bonus purchased 1,000,000 of the shares received by the Company in the settlement at fair market value in exchange for their full recourse promissory notes aggregating $5,140, with interest at 6% per annum, due August 2004. Such promissory notes have been included within stockholders’ equity. 
10.     Retirement plans 
        The Company maintains a qualified profit sharing plan for the benefit of substantially all United States based full-time employees with six months of service. During 1998, the plan was amended to include a 401(k) Retirement Savings Plan (the Plan). The Company may make discretionary contributions to the Plan up to a maximum of 6% of salary for each eligible participating employee. The Company made a discretionary contribution of approximately $600, $0 and $400 in 1999, 2000 and 2001, respectively. Nondiscretionary (matching) contributions to the Plan were $800, $1,065 and $1,461 for the years ended December 31, 1999, 2000 and 2001, respectively. 
        The Company also maintains various retirement benefit plans for employees of its international subsidiaries, primarily defined contribution plans. Contributions to the plans were approximately $1,100, $1,000 and $1,000 in 1999, 2000 and 2001, respectively. 
F-22 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
11.     Common stock 
Authorized shares 
        In September 2001, the Board of Directors and stockholders approved an increase in the authorized Common Stock to 60,000,000 Class A Voting Common Stock (Class A Common Stock), 30,000,000 Class B Common Stock, 150,000 shares of Class C Common Stock, and 480,000 shares of Class D Common Stock. Under certain circumstances, shares of Class B Common Stock and D Common Stock will be converted to shares of Class A Common Stock (or such other class as provided in the Company’s certificate of incorporation) on a one-for-one basis. Accordingly, authorized Class A Common Stock are reserved to the extent of issued and outstanding shares of Class B Common Stock (on a fully diluted basis). 
Recent sales of Company Capital Stock 
        On December 26, 2000, the Company sold 75,000 shares of Class C Common Stock and 1,040,000 Class C stockholder Warrants (See Note 13) for an aggregate purchase price of $7,500. Upon issuance, a fair value of $6,861 and $529, net of costs, was assigned to such shares of Class C Common Stock and Class C Stockholder Warrants, respectively. The Company received net proceeds of $7,390. 
        On July 2, 2001, the Company sold 26,000 shares of Class C Common Stock and 360,533 Class C Stockholder Warrants (see Note 13) for an aggregate purchase price of $2,600. Upon issuance, a fair value of $2,387 and $180, net of costs, was assigned to such shares of Class C Common Stock and Class C Stockholder Warrants, respectively. The Company received net proceeds of $2,567. 
        On September 18, 2001, the Company issued 40,000 shares of Class C Common Stock, 480,000 shares of Class D Common Stock and 554,667 Class C Stockholder Warrants (see Note 13) as partial consideration for the acquisition of GEOPAK (See Note 2). Upon issuance, a fair value of $3,718, $5,659 and $282 was assigned to such shares of Class C Common Stock, Class D Common Stock, and Class C Stockholder warrants, respectively. 
        The Company allocated the proceeds to Class C Common Stock, Class D Common Stock and Class C Stockholder Warrants based on the relative fair values of each instrument which was determined based on a valuation provided by an independent valuation consultant. Of the total proceeds, approximately $12,966 was allocated to the Class C Common Stock, $5,659 was allocated to the Class D Common Stock and $991 was allocated to the Class C Stockholder Warrants. After considering the allocation of the proceeds based on relative fair values, it was determined that the Class C Common Stock had a beneficial conversion feature (BCF) in accordance with Emerging Issues Task Force (EITF) issue No. 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingency Adjustable Conversion Ratios.” The Company recorded the BCF of approximately $3,076 and $2,508 as a discount to the Class C Common Stock for the years ended December 31, 2000 and 2001, respectively. The Company is accreting the BCF over the period from the date of issuance to the earliest redemption date, December 26, 2005. The Company recorded $714 of accretion relating to the BCF during the year ended December 31, 2001. Upon conversion of the Class C Common Stock into Class B Common Stock, the Company will recognize the remaining unamortized beneficial conversion feature on the Class C Common Stock. 
Selected terms of Class C Common Stock 
        Each share of Class C Common Stock may be converted at the option of the holder at any time after December 26, 2005, or immediately prior to a change of control or sale of the Company, into that number of shares of Class B Common Stock equal to the sum of (a) the product of a conversion factor of 
F-23 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
one (subject to adjustment from time to time) and 2.77 1/3 (Additional Shares), and (b) the Class C Redemption Amount (as defined below) as of the time of conversion divided by the fair market value of one share of Class B Common Stock. Each share of Class C Common Stock will automatically convert into Class B Common Stock upon the completion of an initial public offering of the Company’s capital stock. 
        At any time after December 26, 2005, if the Company has not completed an initial public offering of the Company’s capital stock or a sale of the Company, or immediately prior to a change of control of the Company, each holder of Class C Common Stock may elect to require the Company to redeem in whole or in part the shares of Class C Common Stock for a purchase price equal to the sum of the Class C Redemption Amount and the Additional Shares Redemption Amount (as defined below). At any time after December 26, 2005, if the Company has not completed an initial public offering of the Company’s capital stock or a sale of the Company, the Company may elect to redeem, in whole or in part the outstanding shares of Class C Common Stock for a purchase price equal to the sum of the Class C Redemption Amount and the Additional Shares Redemption Amount. Within 45 days after each calendar quarter beginning with the calendar quarter ending March 31, 2001, the Company must redeem 2.5% of the Class C Redemption Amount in cash for a price equal to 98.9847% of the portion of the Class C Redemption Amount to be redeemed, and may elect to redeem an additional 2.5% of the Class C Redemption Amount in cash for an equal amount; provided, however, that no such redemption will be made if the Company fails to comply with certain provisions of its revolving credit facility. The “Class C Redemption Amount” means an amount equal to $125 per share, less the amount of all redemptions by the Company thereon, and, at any time after the first anniversary of issuance, plus an amount equal to a quarterly compounded rate of 5.7371% of the Class C Redemption Amount as of the end of the previous calendar quarter. The “Additional Shares Redemption Amount” means an amount equal to the product of the number of Additional Shares and the fair market value of one share of Class B Common Stock. In the year ended December 31, 2001, the Company paid the Class C common stockholders $1,517 for the mandatory and optional Class C redemption dividends discussed above. As of December 31, 2001, there is $798 included in accrued expenses for redemption dividend payments to be made in 2002 (see Note 7). Additionally, the Company recorded a dividend of $594 for the accretion related to the additional redemption feature and $714 of accretion relating to the BCF for the year ended December 31, 2001. 
        The holders of Class C Common Stock shall participate with the holders of Class A Common Stock and Class B Common Stock on an as-converted basis in any dividends or distributions declared by the Board of Directors and any such dividends or distributions shall be payable only if and when declared by the Board of Directors. 
        In the event of liquidation or sale of the Company, holders of Class C Common Stock will receive, at their discretion, a payment equal to the sum of the Class C Redemption Amount and the Additional Shares Redemption Amount, or an amount equal to that which would be payable to the holder if the holders’ shares of Class C Common Stock were converted to Class B Common Stock prior to the liquidation or sale. Any such payment shall be prior and in preference to any distribution to the holders of any other class or series of capital stock of the Company other than the Preferred Stock. 
        At any time prior to the date the Company sells 150,000 shares of Class C Common Stock or the aggregate Class C Redemption Amount reaches $10,000, and as long as there is Class C Common Stock outstanding, the holders of Class C Common Stock have the right to elect one observer to attend each meeting of the Board of Directors. Beginning on the date that the Company has sold 150,000 shares of Class C Common Stock or the aggregate Class C Redemption Amount reaches $10,000, and as long as there is Class C Common Stock outstanding, the holders of Class C Common Stock have the right to elect one member of the Company’s Board of Directors. 
F-24 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
        The Class C Common Stock is carried at its current redemption value in the accompanying consolidated balance sheets outside of stockholders’ equity since the redemption of the Class C Common Stock is outside the control of the Company. Upon the consummation of the Offering, the Class C Common Stock will convert into           shares of Class B Common Stock. 
Selected terms of Class D Common Stock 
        Each share of Class D Common Stock shall automatically convert into one share of Class B Common Stock upon the completion of an initial public offering of the Company’s capital stock. If any holder of Class D Common Stock elects not to exercise its redemption rights (as described below) prior to the expiration date thereof or if any holder of Class D Common Stock sells or otherwise transfers its shares of Class D Common Stock (except for a transfer by a deceased holder to his estate or heirs), then such holder’s shares of Class D Common Stock shall automatically be converted into Class B Common Stock on a one-for-one basis. 
        Each share of Class D Common Stock is redeemable at the election of the holder, in whole or in part, for cash in an amount equal to the Class D Redemption Amount (as defined below) (a) at any time during the period beginning on the fifth anniversary of the initial issuance date (September 2001) of any such share and ending sixty days later, or (b) if sooner, in the event of an initial public offering of the Company’s capital stock or the sale of the Company at a price per share below the Class D Redemption Amount in effect at the time of such event. If any holder of Class D Common Stock elects not to exercise its redemption right under subsection (a) of the foregoing sentence, then, for a period of 60 days following the expiration date of such redemption right, the Company shall have the right to redeem such holders’ shares of Class D Common Stock, in whole or in part, at a price per share equal to the Company Redemption Amount (as defined below) in effect on the date of such exercise. The “Class D Redemption Amount” per share equals $13.25 and, beginning August 30, 2002, increases each day thereafter at an annual rate of 10%. The “Company Redemption Amount” per share on a particular date equals $17.00 and, beginning September 30, 2002, increases each day thereafter for the year ended December 31, 2001 at an annual rate of 10%. The Company recorded $251 of accretion relating to this redemption feature for the year ended December 31, 2001. 
        The Class D Common Stock is in the accompanying consolidated balance sheet outside of stockholders’ equity since the redemption of the Class D Common Stock is outside the control of the Company. Upon the consummation of the Offering, the Class D Common Stock will convert into 480,000 shares of Class B Common Stock. 
12.     Preferred stock 
        The Company has 1,552,450 shares of Preferred Stock authorized. 
        On September 18, 1998, the Company entered into a Stock Purchase Agreement and issued 1,552,450 shares of its Preferred Stock plus 2,171,028 shares of Class B Common Stock held in escrow, for $15,000. Upon issuance, a fair value of $13,800 and $1,100 was assigned to the Preferred Stock and Class B Common Stock held in escrow, respectively, net of costs. The Preferred Stock may be converted into 1,552,450 shares of Class B Common Stock at the option of the holder at any time and will be automatically converted into common stock upon the completion of an initial public offering of the Company’s Common Stock, as defined. 
        The Preferred Stock accrues annual dividends at a rate of $1.9522 per share, which compounds annually at the rate of 20.201% (Accrued Dividends). Accrued Dividends and the accretion of redemption value during 1999, 2000 and 2001 were $2,396, $2,396 and $5,455, respectively, and are payable only if 
F-25 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
and when declared by the Company’s Board of Directors and must be paid prior to any dividends on the Company’s common stock and in connection with a redemption of the Preferred Stock. At any time after March 18, 2003, the holders of outstanding Preferred Stock will have the right and option to require the Company (subject to restrictions imposed by law) to redeem the Preferred Stock for $9.6621 per share plus Accrued Dividends not previously paid (the Redemption Amount). At any time after March 18, 2005, the Company will have the right and option to redeem all outstanding shares of the Preferred Stock for the Redemption Amount. In the event of liquidation or sale of the Company, holders of the Preferred Stock will receive, at their discretion, a preferred payment equal to the Redemption Amount or an amount equal to that which would be payable to the holder if the holders’ shares of Preferred Stock were converted to common stock prior to the liquidation or sale. 
        In connection with certain charter amendments since 1998, the dividend rate has been increased retroactively to the original issuance date. The Company has increased the carrying value of the Preferred Stock by the accrued dividends and accretion of the value assigned to the Class B Common Stock. 
        So long as any shares of the Preferred Stock are outstanding, the holders of the Preferred Stock have the right to elect one member of the Company’s Board of Directors, whose consent may be required for certain actions outside of the ordinary course of business. 
        In the event that the Company completes an initial public offering of its common stock, and the proceeds of such offering are less than $30,000, holders of the Preferred Stock will have the right, on or after September 18, 2002, to require the Company to purchase all of their shares into which the Preferred Stock was converted for $25,300; provided, however, that this right shall terminate if prior to the exercise thereof the Company achieves a market capitalization in excess of $300,000. 
        In connection with the sale of the Preferred Stock, the Company issued 2,171,028 shares of its Class B Common Stock to be held in escrow and distributed to the holders of the Preferred Stock and/or certain of the Company’s other stockholders who were stockholders on September 18, 1998 over a four year period based on the Company’s market value during the period in relation to certain agreed upon targets. 
        The Preferred Stock is carried at its current redemption value in the accompanying consolidated balance sheet outside of stockholders’ equity since the redemption of the Preferred Stock is outside the control of the Company. 
13.     Stock options and warrants 
Stock options 
        The Company has two stock option plans; the 1995 Stock Option Plan and the 1997 Stock Option Plan. The 1995 Stock Option Plan provides for the granting of nonqualified stock options for the purchase of Class A voting common stock to key employees, the option price per share may not be less than 75% of the fair market value of a share on the date the option is granted, the options generally vest over four years and the maximum term of an option may not exceed ten years from the date of grant. At December 31, 2001, there are 1,075,080 options authorized under this plan. As of December 31, 2000 and 2001, 643,004 and 564,130 options were outstanding under this plan, respectively. No further options will be granted under the 1995 Stock Option Plan after the closing of the Offering. 
        The 1997 Stock Option Plan provides for the granting of nonqualified stock options and incentive stock options for the purchase of Class B nonvoting common stock to key employees, the option price per share may not be less than 100 percent of the fair market value of a share on the date the option is granted, the options generally vest over four years and the maximum term of an option may not exceed ten 
F-26 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
years from the date of grant. In May 2000, the Company’s Board of Directors and stockholders approved an amendment to the 1997 Plan to reserve an additional 1,800,000 shares of Class B nonvoting common stock for issuance upon the exercise of qualified or nonqualified stock options. At December 31, 2001, there were 3,800,000 options authorized under this plan. As of December 31, 2000 and 2001, 2,263,517 and 3,396,016 options were outstanding under this plan, respectively. No further options will be granted under the 1997 Stock Option Plan after the closing of the Offering. 
        The following is a summary of transactions under both plans: 

		Number of Shares		Price per Share	
					
		Available for						Weighted-	
		Future Grants		Outstanding		Range		average	
									
Balance at December 31, 1998 	 	 	1,220,668	 	 	 	1,846,412	 	 	 	$2.54 - $10.00	 	 	$	5.27	 	
 	Exercised 	 	 	—	 	 	 	(33,750	)	 	 	2.54	 	 	 	2.54	 	
 	Cancelled 	 	 	169,428	 	 	 	(169,428	)	 	 	2.54 -  10.00	 	 	 	6.46	 	
 	Granted 	 	 	(847,400	)	 	 	847,400	 	 	 	5.14	 	 	 	5.14	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance at December 31, 1999 	 	 	542,696	 	 	 	2,490,634	 	 	 	2.54 -  10.00	 	 	$	5.18	 	
 	Authorized 	 	 	1,800,000	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Exercised 	 	 	—	 	 	 	(280,000	)	 	 	2.54	 	 	 	2.54	 	
 	Cancelled 	 	 	252,914	 	 	 	(252,914	)	 	 	5.14 -  10.00	 	 	 	5.78	 	
 	Granted 	 	 	(948,801	)	 	 	948,801	 	 	 	6.12	 	 	 	6.12	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance at December 31, 2000 	 	 	1,646,809	 	 	 	2,906,521	 	 	 	2.54 -  10.00	 	 	 	5.70	 	
 	Exercised 	 	 	—	 	 	 	(22,500	)	 	 	2.54	 	 	 	2.54	 	
 	Cancelled 	 	 	352,415	 	 	 	(352,415	)	 	 	2.54 -  10.00	 	 	 	5.79	 	
 	Granted 	 	 	(1,428,540	)	 	 	1,428,540	 	 	 	2.22 -   6.12	 	 	 	5.90	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance at December 31, 2001 	 	 	570,684	 	 	 	3,960,146	 	 	 	$2.22 -  10.00	 	 	$	5.75	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
        The following is a summary of options outstanding and exercisable by price range as of December 31, 2001: 

Options Outstanding			
			
		Weighted-Average			
Exercise		Number of		Remaining		Options	
Prices		Shares		Contractual Life		Exercisable	
							
 	$ 2.22	 	 	 	65,271	 	 	 	3.0	 	 	 	65,271	 	
 	2.54	 	 	 	333,630	 	 	 	2.1	 	 	 	333,630	 	
 	2.90	 	 	 	15,769	 	 	 	3.0	 	 	 	10,511	 	
 	5.14	 	 	 	1,029,295	 	 	 	6.6	 	 	 	833,249	 	
 	5.68	 	 	 	15,550	 	 	 	6.0	 	 	 	15,550	 	
 	6.12	 	 	 	2,129,631	 	 	 	9.0	 	 	 	210,801	 	
 	8.37	 	 	 	230,500	 	 	 	4.4	 	 	 	230,500	 	
 	10.00	 	 	 	140,500	 	 	 	5.0	 	 	 	140,500	 	
 	 	 	 	 		 	 	 		 	 	 		 	
 	 	 	 	 	3,960,146	 	 	 	7.2	 	 	 	1,840,012	 	
 	 	 	 	 		 	 	 		 	 	 		 	
        Subsequent to December 31, 2002, options to purchase 2,200 shares of common stock were cancelled. 
F-27 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
        The Company determines stock-based compensation under APB 25. During 1999, there was $1,032 of compensation expense recorded relating to a modification made to extend the contractual life of certain employee stock options. During 2000, there was no compensation expense recorded. During 2001, there was $674 in compensation expense recognized relating to a modification made to extend the contractual life of certain employee stock options and $17 in compensation expense relating to the issuance of options below fair market value. 
        Pro forma information regarding net income (loss) is required by SFAS 123 as if the Company had accounted for its stock-based compensation based on the fair value method. Had compensation cost for such plans been determined consistent with SFAS 123, the Company’s net income (loss) would have been adjusted to the pro forma amounts indicated below. 

		Year Ended December 31,	
			
		1999		2000		2001	
							
Net income (loss) applicable to common stockholders: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	As reported 	 	$	5,011	 	 	$	(3,556	)	 	$	(5,244	)	
 	Pro forma 	 	$	2,887	 	 	$	(6,793	)	 	$	(7,169	)	
 	
Net income (loss) per share: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic and Diluted: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	As reported 	 	$	0.22	 	 	$	(0.15	)	 	$	(0.23	)	
 	 	Pro forma 	 	$	0.13	 	 	$	(0.30	)	 	$	(0.31	)	
        For this purpose, the fair value of the Company’s stock-based awards to employees was estimated at the date of grant using a Black-Scholes option pricing model, assuming an estimated life of seven years, no dividends, volatility of 70% and risk-free interest rates of 6.6%, 5.5% and 4.4% in 1999, 2000 and 2001, respectively. 
Class C Stockholder Warrants 
        The Company sold Class C Stockholder Warrants to the purchasers of Class C common stock and issued Class C Stockholder Warrants in connection with the GEOPAK acquisition (see Note 2) at an exercise price equal to the product of (a) the fair market value of the number of shares of Class B Common Stock such warrant is exercisable into, and (b) the applicable discount rate set forth in the terms of such warrant. The Class C Stockholder Warrants expire on the tenth anniversary of the date of issuance. These warrants may be exercised upon the request of the holder at any time after the fifth anniversary of the date of issuance or a change of control of the Company, and shall automatically be exercised on a net issuance basis upon the consummation of a qualified initial public offering of the Company’s capital stock or a sale of the Company. As of December 31, 2000 and 2001, 1,040,000 and 1,955,200 Class C Stockholder Warrants were outstanding, respectively. 
        At any time after December 26, 2005, if the Company has not completed an initial public offering of the Company’s capital stock or a sale of the Company, or at any time after the Company has redeemed the Class C Common Stock, each holder of a Class C Stockholder Warrant shall have the right to require the Company or the Company shall have the right to redeem such Class C Stockholder Warrant for a redemption price equal to the product of (a) the fair market value of the number of shares of Class B Common Stock such Class C Stockholder Warrant is exercisable into, and (b) the applicable discount rate set forth in the terms of such Class C Stockholder Warrant. Accordingly, the Class C Stockholder Warrants are recorded as a liability on the accompanying consolidated balance sheets at their redemption value. 
F-28 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
Senior Lender Warrants 
        On December 26, 2000, the Company issued warrants to purchase up to a total of 988,290 shares of Class B Common Stock of the Company to two US commercial banks acting as co-lenders under the Company’s revolving credit facility at an initial warrant exercise price of $10.17 per share (see Note 6). A fair market value of $704 has been included with other assets and is being amortized over the initial three-year term of the revolving credit facility. These warrants may only be exercised upon either the consummation of a qualified initial public offering of the Company’s capital stock or upon the occurrence of a change in control of the Company, and shall expire on the earliest of (i) December 26, 2010, (ii) 90 days subsequent to a notice of nonrenewal of the credit facility by the co-lenders or (iii) two years after the consummation of an initial public offering by the Company. 
Senior Guarantor Warrants 
        On July 2, 2001, the Company issued Senior Guarantor Warrants to purchase up to a total of 579,984 shares of Class B Common Stock to certain stockholders and directors of the Company in consideration for their guaranty of a portion of the Company’s revolving credit facility (see Note 6). The Senior Guarantor Warrants have an exercise price equal to the product of (a) the fair market value of the number of shares of Class B Common Stock such Warrant is exercisable into, and (b) the applicable discount rate set forth in the terms of such Warrant. A fair market value based upon a valuation from an independent valuation consultant of $749 was attributed to the Senior Guarantor Warrants and was included in interest expense on the accompanying consolidated statement of operations. 
        The Senior Guarantor Warrants expire on December 26, 2010. These warrants may be exercised upon the request of the holder at any time after December 26, 2005 or a change of control of the Company, and shall automatically be exercised upon the consummation of a qualified initial public offering of the Company’s capital stock or a sale of the Company. 
        At any time after December 26, 2005, if the Company has not completed a qualified initial public offering of the Company’s capital stock or a sale of the Company, each holder of a Senior Guarantor Warrant shall have the right to require the Company, and the Company shall have the right to redeem such Warrant for a redemption price equal to the product of (a) the fair market value of the number of shares of Class B Common Stock such Senior Guarantor Warrant is exercisable into, and (b) the applicable discount rate set forth in the terms of such Senior Guarantor Warrant. Accordingly, the Class C Stockholder Warrants are recorded as a liability on the accompanying consolidated balance sheets at their redemption value. 
F-29 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
14.     Income taxes 
        The provision (benefit) for income taxes consists of the following: 

		Year Ended December 31,	
			
		1999		2000		2001	
							
Current: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Federal 	 	$	369	 	 	$	(457	)	 	$	1,291	 	
 	State 	 	 	104	 	 	 	79	 	 	 	128	 	
 	Foreign 	 	 	1,128	 	 	 	1,222	 	 	 	1,276	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	1,601	 	 	 	844	 	 	 	2,695	 	
 	 	 		 	 	 		 	 	 		 	
Deferred: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Federal 	 	 	2,945	 	 	 	514	 	 	 	(215	)	
 	State 	 	 	290	 	 	 	(113	)	 	 	(97	)	
 	Foreign 	 	 	60	 	 	 	(457	)	 	 	49	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	3,295	 	 	 	(56	)	 	 	(263	)	
 	 	 		 	 	 		 	 	 		 	
Valuation allowance 	 	 	(669	)	 	 	71	 	 	 	180	 	
 	 	 		 	 	 		 	 	 		 	
 	 	$	4,227	 	 	$	859	 	 	$	2,612	 	
 	 	 		 	 	 		 	 	 		 	
        The following is a summary of the significant components of the Company’s deferred tax assets and liabilities as of December 31, 2000 and 2001: 
 	 	 	 	 	 	 	 	 	 	
		2000		2001	
					
Deferred tax assets: 	 	 	 	 	 	 	 	 	
 	Net operating loss carryforwards 	 	$	3,123	 	 	$	2,393	 	
 	Accelerated depreciation 	 	 	410	 	 	 	642	 	
 	Bad debt allowance 	 	 	721	 	 	 	1,264	 	
 	Expenses not currently deductible 	 	 	2,951	 	 	 	2,841	 	
 	Other 	 	 	287	 	 	 	408	 	
 	Valuation allowance 	 	 	(891	)	 	 	(1,142	)	
 	 	 		 	 	 		 	
 	 	 	6,601	 	 	 	6,406	 	
 	 	 		 	 	 		 	
Deferred tax liabilities: 	 	 	 	 	 	 	 	 	
 	Intangible assets 	 	 	583	 	 	 	449	 	
 	Unrealized exchange gains 	 	 	568	 	 	 	18	 	
 	Trade receivables market valuation allowance 	 	 	106	 	 	 	—	 	
 	Other 	 	 	63	 	 	 	23	 	
 	 	 		 	 	 		 	
 	 	 	1,320	 	 	 	490	 	
 	 	 		 	 	 		 	
Net deferred tax asset 	 	$	5,281	 	 	$	5,916	 	
 	 	 		 	 	 		 	
        The net change in the valuation allowance for deferred tax assets relates to losses in investee companies and to net operating loss carryforwards of foreign subsidiaries. 
        International net operating loss carryforwards totaling approximately $800 (net of valuation allowances) in future benefit at December 31, 2001, expire principally in the years 2002 through 2007. 
F-30 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
State net operating loss carryforwards with a future benefit of $600 expire principally in the years 2008 through 2014. 
        A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: 

		Year Ended December 31,	
			
		1999		2000		2001	
							
Federal statutory rate 	 	 	34.0	%	 	 	(34.0	)%	 	 	34.0	%	
Change in valuation allowance 	 	 	(1.4	)	 	 	22.6	 	 	 	2.7	 	
State income taxes, net of federal benefit 	 	 	2.2	 	 	 	(19.7	)	 	 	0.5	 	
Nondeductible expenses 	 	 	5.6	 	 	 	293.0	 	 	 	10.6	 	
Research and development credit 	 	 	—	 	 	 	—	 	 	 	(4.1	)	
Foreign sales corporation and export credit benefit 	 	 	—	 	 	 	—	 	 	 	(6.8	)	
Difference in rates of foreign taxes 	 	 	(6.3	)	 	 	70.8	 	 	 	3.1	 	
Other 	 	 	2.2	 	 	 	(47.3	)	 	 	(1.0	)	
 	 	 		 	 	 		 	 	 		 	
 	 	 	36.3	%	 	 	285.4	%	 	 	39.0	%	
 	 	 		 	 	 		 	 	 		 	
15.     Commitments and contingencies 
Leases 
        The Company leases certain facilities under operating leases having initial or remaining non-cancellable terms in excess of one year. The future minimum lease payments as of December 31, 2001 are as follows: 
 	 	 	 	 	 	
2001 	 	$	3,354	 	
2002 	 	 	2,637	 	
2003 	 	 	1,424	 	
2004 	 	 	1,034	 	
2005 	 	 	853	 	
 	 	 		 	
 	Total future minimum lease payments 	 	$	9,302	 	
 	 	 		 	
        During the years ended December 31, 1999, 2000 and 2001, total rent expense amounted to $4,600, $3,666 and $4,276, respectively. 
Litigation 
        From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, based upon the advice of counsel, the outcome of such actions are not expected to have a material adverse effect on the Company’s future financial position or results of operations. 
16.     Segments and geographic data 
        The Company views its operations and manages its business as one segment, the development and marketing of computer software and related services. The Company markets its products and services through the Company’s offices in the United States and its wholly-owned branches and subsidiaries 
F-31 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
operating in Europe and throughout the Asia/Pacific Rim. North America includes the United States and Canada. Latin and South America includes Mexico. 

		Year Ended December 31,	
			
		1999		2000		2001	
							
Revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	North America 	 	$	92,551	 	 	$	94,749	 	 	$	105,210	 	
 	Europe, the Middle East and Africa 	 	 	65,394	 	 	 	63,559	 	 	 	72,879	 	
 	Asia/Pacific 	 	 	18,121	 	 	 	18,246	 	 	 	18,748	 	
 	Latin and South America 	 	 	6,153	 	 	 	3,670	 	 	 	5,773	 	
 	 	 		 	 	 		 	 	 		 	
 	 	$	182,219	 	 	$	180,224	 	 	$	202,610	 	

			
		December 31,	
			
		2000		2001	
					
Identifiable assets: 	 	 	 	 	 	 	 	 	
 	North America 	 	$	96,521	 	 	$	115,900	 	
 	Europe, the Middle East and Africa 	 	 	33,982	 	 	 	35,605	 	
 	Asia/Pacific 	 	 	7,533	 	 	 	8,728	 	
 	Latin and South America 	 	 	2,434	 	 	 	1,505	 	
 	 	 		 	 	 		 	
 	 	$	140,470	 	 	$	161,738	 	
 	 	 		 	 	 		 	
17.     Interest expense, net 
        Interest expense, net is comprised of the following: 

		Year Ended	
		December 31,	
			
		1999		2000		2001	
							
Interest expense 	 	$	2,291	 	 	$	2,201	 	 	$	4,207	 	
Interest income 	 	 	421	 	 	 	740	 	 	 	745	 	
 	 	 		 	 	 		 	 	 		 	
 	 	$	1,870	 	 	$	1,461	 	 	$	3,462	 	
 	 	 		 	 	 		 	 	 		 	
18.     Other income, net 
        Other income, net is comprised of the following: 

		Year Ended	
		December 31,	
			
		1999		2000		2001	
							
Equity in (loss) income of minority interests 	 	$	(39	)	 	$	(524	)	 	$	145	 	
Foreign exchange gains (loss) 	 	 	855	 	 	 	577	 	 	 	(305	)	
Other (loss) income 	 	 	(121	)	 	 	(53	)	 	 	348	 	
 	 	 		 	 	 		 	 	 		 	
 	 	$	695	 	 	$	—	 	 	$	188	 	
 	 	 		 	 	 		 	 	 		 	
F-32 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(in thousands, except share and per share data) 
19.     Related party transactions 
        On October 1, 2001, the Company entered into a Warehouse and Shipping Outsourcing Agreement with VideoRay, LLC. Under the agreement, the Company outsources to VideoRay the warehousing and shipping services that were previously conducted in-house. VideoRay also assumed the operation of and all lease payments for the Company’s warehouse in Exton, Pennsylvania. The Company pays VideoRay a monthly fee of $24 for these services and VideoRay assumes certain costs of operating the facility, including rent, warehouse-related occupancy costs, payroll, medical and insurance expenses for the Company’s employees working under VideoRay’s supervision to perform required services under the agreement and equipment maintenance and service and other costs. The Company may also pay an additional $1 per month in fees if telephone costs between the parties are separable. In addition, the Company reimburses VideoRay for carrier costs for shipments and certain other expenses. The warehouse agreement expires on December 31, 2002, although the Company has the right to terminate the agreement if an alternate source who can provide the services better or cheaper is found. All of the costs for these out-sourced services were previously borne by the Company. In connection with all the services provided under the warehouse agreement, the Company paid $71 to VideoRay in 2001 for the portion of the year that the agreement was in force and reimbursed them $202 for carrier costs. One of the Company’s employees who is also a stockholder and a brother of several officers of the Company, owns a 68% equity interest in VideoRay. 

20.	Valuation and qualifying accounts for each of the three years in the period ended December 31, 2001	

				Additions					
									
		Balance at		Charged to		Charged to				Balance at	
		Beginning		Costs and		Other				End of	
Description		of Year		Expenses		Accounts		Deductions		Year	
											
For the year ended December 31, 1999: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Allowance for doubtful accounts 	 	$	4,227	 	 	$	5,147	 	 	$	—	 	 	$	2,931	 	 	$	6,443	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
For the year ended December 31, 2000: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Allowance for doubtful accounts 	 	$	6,443	 	 	$	2,235	 	 	$	—	 	 	$	1,968	 	 	$	6,710	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
For the year ended December 31, 2001: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Allowance for doubtful accounts 	 	$	6,710	 	 	$	1,166	 	 	$	298	(1)	 	$	731	 	 	$	7,443	 	

		
(1)	Represents amount recorded in connection with the GEOPAK acquisition. 	
F-33 

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 
To GEOPAK Corporation: 
        We have audited the accompanying balance sheets of GEOPAK Corporation (a Florida corporation) as of December 31, 2000 and August 31, 2001 and the related statements of operations, stockholders’ equity and cash flows for the periods then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. 
        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 
        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GEOPAK Corporation as of December 31, 2000 and August 31, 2001 and the results of its operations and its cash flows for the periods then ended in conformity with accounting principles generally accepted in the United States. 
		
 	Arthur Andersen LLP 	
Philadelphia, Pennsylvania 
February 22, 2002 
F-34 

GEOPAK CORPORATION 
BALANCE SHEETS 
(in thousands, except share data) 
 	 	 	 	 	 	 	 	 	 	
		December 31,		August 31,	
		2000		2001	
					
ASSETS 	 	 	 	 	 	 	 	 	
Current assets: 	 	 	 	 	 	 	 	 	
 	Cash and cash equivalents 	 	$	4,868	 	 	$	3,832	 	
 	Accounts receivable, net of allowance of $251 and $273 	 	 	971	 	 	 	1,846	 	
 	Receivables from Bentley 	 	 	1,490	 	 	 	1,987	 	
 	Deferred commissions 	 	 	180	 	 	 	210	 	
 	Interest receivable on note receivable from Bentley 	 	 	4	 	 	 	87	 	
 	Tax receivable 	 	 	—	 	 	 	257	 	
 	Deferred tax asset 	 	 	807	 	 	 	915	 	
 	Prepaid and other current assets 	 	 	15	 	 	 	68	 	
 	 	 		 	 	 		 	
Total current assets 	 	 	8,335	 	 	 	9,202	 	
Property and equipment, net 	 	 	42	 	 	 	77	 	
 	 	 		 	 	 		 	
 	 	$	8,377	 	 	$	9,279	 	
 	 	 		 	 	 		 	
LIABILITIES AND STOCKHOLDERS’ EQUITY 	 	 	 	 	 	 	 	 	
Current liabilities: 	 	 	 	 	 	 	 	 	
 	Accounts payable 	 	$	248	 	 	$	70	 	
 	Payable to Bentley 	 	 	407	 	 	 	559	 	
 	Accruals and other current liabilities 	 	 	1,633	 	 	 	1,268	 	
 	Deferred royalty revenues from Bentley 	 	 	1,771	 	 	 	2,132	 	
 	Deferred revenues 	 	 	3,264	 	 	 	4,020	 	
 	 	 		 	 	 		 	
Total liabilities 	 	 	7,323	 	 	 	8,049	 	
 	 	 		 	 	 		 	
Commitments and contingencies (Note 6) 	 	 	 	 	 	 	 	 	
Stockholders’ equity: 	 	 	 	 	 	 	 	 	
 	Common stock, no par value; 1,000,000 shares issued and outstanding 	 	 	2,600	 	 	 	2,600	 	
 	Note receivable from Bentley 	 	 	(1,500	)	 	 	(1,500	)	
 	Retained earnings (accumulated deficit) 	 	 	(46	)	 	 	130	 	
 	 	 		 	 	 		 	
Total stockholders’ equity 	 	 	1,054	 	 	 	1,230	 	
 	 	 		 	 	 		 	
 	 	$	8,377	 	 	$	9,279	 	
 	 	 		 	 	 		 	
The accompanying notes are an integral part of these financial statements. 
F-35 

GEOPAK CORPORATION 
STATEMENTS OF OPERATIONS 
(in thousands, except share and per share data) 
 	 	 	 	 	 	 	 	 	 	
				Eight Months	
		Year Ended		Ended	
		December 31,		August 31,	
		2000		2001	
					
Revenues: 	 	 	 	 	 	 	 	 	
 	Licenses 	 	$	5,797	 	 	$	3,928	 	
 	Maintenance and support 	 	 	280	 	 	 	249	 	
 	Royalties from Bentley 	 	 	3,965	 	 	 	2,721	 	
 	Other services 	 	 	1,008	 	 	 	1,013	 	
 	 	 		 	 	 		 	
Total revenues 	 	 	11,050	 	 	 	7,911	 	
Cost of revenues 	 	 	7,489	 	 	 	4,934	 	
Gross margin 	 	 	3,561	 	 	 	2,977	 	
Operating expenses: 	 	 	 	 	 	 	 	 	
 	Research and development 	 	 	128	 	 	 	352	 	
 	Selling and marketing 	 	 	1,398	 	 	 	730	 	
 	General and administrative 	 	 	1,880	 	 	 	1,823	 	
 	 	 		 	 	 		 	
Total operating expenses 	 	 	3,406	 	 	 	2,905	 	
Income from operations 	 	 	155	 	 	 	72	 	
Interest expense 	 	 	(6	)	 	 	—	 	
Interest and other income, net 	 	 	382	 	 	 	247	 	
 	 	 		 	 	 		 	
Income before income taxes 	 	 	531	 	 	 	319	 	
Provision for income taxes 	 	 	249	 	 	 	143	 	
 	 	 		 	 	 		 	
Net income 	 	$	282	 	 	$	176	 	
 	 	 		 	 	 		 	
Net income per share: 	 	 	 	 	 	 	 	 	
 	Basic 	 	$	0.28	 	 	$	0.18	 	
 	 	 		 	 	 		 	
 	Diluted 	 	$	0.28	 	 	$	0.17	 	
 	 	 		 	 	 		 	
Shares used in computing net income per share: 	 	 	 	 	 	 	 	 	
 	Basic 	 	 	1,000,000	 	 	 	1,000,000	 	
 	Diluted 	 	 	1,006,283	 	 	 	1,006,283	 	
The accompanying notes are an integral part of these financial statements. 
F-36 

GEOPAK CORPORATION 
STATEMENTS OF STOCKHOLDERS’ EQUITY 
(in thousands, except share data) 

		Common stock						Total	
				Notes receivable		Retained		stockholders’	
		Shares		Amount		from Bentley		earnings		equity	
											
Balance as of December 31, 1999 	 	 	1,000,000	 	 	$	2,600	 	 	$	(1,500	)	 	$	(328	)	 	$	772	 	
 	Net income 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	282	 	 	 	282	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance as of December 31, 2000 	 	 	1,000,000	 	 	 	2,600	 	 	 	(1,500	)	 	 	(46	)	 	 	1,054	 	
 	Net income 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	176	 	 	 	176	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance as of August 31, 2001 	 	 	1,000,000	 	 	$	2,600	 	 	$	(1,500	)	 	$	130	 	 	$	1,230	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
The accompanying notes are an integral part of these financial statements. 
F-37 

GEOPAK CORPORATION 
STATEMENTS OF CASH FLOWS 
(in thousands) 
 	 	 	 	 	 	 	 	 	 	 	 	
				Eight Months	
		Year Ended		Ended	
		December 31,		August 31,	
		2000		2001	
					
Cash flows from operating activities:	 	 	 	 	 	 	 	 	
 	Net income 	 	$	282	 	 	$	176	 	
 	Adjustments to reconcile net income to net cash provided by (used in) operating activities— 	 	 	 	 	 	 	 	 	
 	 	Depreciation and amortization 	 	 	4	 	 	 	17	 	
 	 	Provision for doubtful accounts 	 	 	44	 	 	 	22	 	
 	 	Deferred income taxes 	 	 	(88	)	 	 	(108	)	
 	 	Changes in assets and liabilities: 	 	 	 	 	 	 	 	 	
 	 	 	Accounts receivable 	 	 	(40	)	 	 	(897	)	
 	 	 	Receivables from Bentley 	 	 	(707	)	 	 	(497	)	
 	 	 	Deferred commissions 	 	 	(116	)	 	 	(30	)	
 	 	 	Interest receivable on note receivable from Bentley 	 	 	(4	)	 	 	(83	)	
 	 	 	Tax receivable 	 	 	—	 	 	 	(257	)	
 	 	 	Prepaid and other current assets 	 	 	—	 	 	 	(53	)	
 	 	 	Accounts payable 	 	 	123	 	 	 	(178	)	
 	 	 	Payable to Bentley 	 	 	220	 	 	 	152	 	
 	 	 	Accruals and other current liabilities 	 	 	428	 	 	 	(365	)	
 	 	 	Deferred royalty revenue from Bentley 	 	 	638	 	 	 	361	 	
 	 	 	Deferred revenue 	 	 	341	 	 	 	756	 	
 	 	 		 	 	 		 	
Net cash provided by (used in) operating activities 	 	 	1,125	 	 	 	(984	)	
Cash used in investing activities:	 	 	 	 	 	 	 	 	
 	Purchases of property and equipment 	 	 	(43	)	 	 	(52	)	
 	 	 		 	 	 		 	
Increase (decrease) in cash and cash equivalents 	 	 	1,082	 	 	 	(1,036	)	
Cash and cash equivalents, beginning of period 	 	 	3,786	 	 	 	4,868	 	
 	 	 		 	 	 		 	
Cash and cash equivalents, end of period 	 	$	4,868	 	 	$	3,832	 	
 	 	 		 	 	 		 	
The accompanying notes are an integral part of these financial statements. 
F-38 

GEOPAK CORPORATION 
NOTES TO FINANCIAL STATEMENTS 
(in thousands, except share and per share data) 
1.     Operations and summary of significant accounting policies 
Background 
        GEOPAK Corporation (the Company) develops civil engineering software based upon the Bentley Systems, Incorporated (“Bentley”) MicroStation product. On December 18, 1996 Bentley purchased 25% of the common stock of the Company and acquired worldwide distribution rights for the Company’s products (see Note 2). On September 18, 2001, Bentley acquired the remaining common stock of the Company. 
Cash and cash equivalents 
        The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. 
Supplemental cash flow information 
        During the year ended December 31, 2000 and the eight months ended August 31, 2001, the Company paid income taxes of $428 and $303, respectively, and interest of $6 and $0, respectively. 
Revenue recognition 
        The principal sources of the Company’s revenues are software license fees, software maintenance and support fees, royalty fees and training and consulting fees. The Company recognizes revenues in accordance with the provisions of the American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, “Software Revenue Recognition,” as amended by SOP 98-4 and SOP 98-9, as well as Technical Practice Aids issued from time to time by the AICPA. Revenues are generally recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is considered probable. 
        License fee revenues relate primarily to term license subscriptions to the Company’s software products, including maintenance and support, and are recognized ratably over the terms of the related agreements, which are usually a period of one year. 
        License fee revenues from sales of perpetual licenses are generally recognized upon delivery, based upon the residual method after all elements, other than maintenance and support, have either been delivered or vendor specific objective evidence (VSOE) of the fair values exist for such undelivered elements. License fee revenues from sales of perpetual licenses were $67 and $64 for year ended December 31, 2000 and the eight months ended August 31, 2001, respectively. 
        Revenues from software maintenance and support contracts are recognized on a straight-line basis over the term of the contract, which is usually a period of one year. VSOE of fair value of software support is determined based on the price charged when the maintenance and support element are sold separately. 
        Royalty fee revenues relate to royalties received by the Company from sales of the Company’s software licenses and maintenance and support by Bentley (see Note 2). The Company recognizes royalties related to subscriptions over the related subscription period, royalties from sales of perpetual licenses generally upon delivery and royalties from sales of maintenance and support ratably over the related support period. 
F-39 

GEOPAK CORPORATION 
NOTES TO FINANCIAL STATEMENTS — (continued) 
(in thousands, except share and per share data) 
        Revenues from training and consulting services are recognized as services are performed, based on VSOE of fair value, which is determined by reference to the price the customer would be required to pay when the services are sold separately. 
Deferred revenue 
        Deferred revenue includes advance billings and payments for license subscriptions, maintenance and support services and consulting services that have not yet been delivered or performed. 
Deferred royalty revenue from Bentley 
        Deferred royalty revenues from Bentley includes advance billings and payments for royalties from Bentley on license subscriptions and maintenance and support services that have not yet been delivered or performed. 
Property and equipment 
        Property and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which range from 5 to 7 years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or the remaining lives of the related leases. 
        Cost of maintenance and repairs is charged to expense as incurred. Upon retirement or other disposition, the cost of the asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the accompanying statements of operations. 
Research and development 
        Research and development expenditures are charged to operations as incurred. Statement of Financial Accounting Standards (SFAS) No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed,” requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. The Company has determined that technological feasibility for its products is generally achieved upon the completion of a working model. Since software development costs have not been significant after the completion of a working model, all such costs have been charged to expense as incurred. 
Advertising expenses 
        The Company expenses advertising costs as incurred. Advertising expenses of approximately $274 and $225 were included in selling and marketing expenses in the accompanying statements of operations for the year ended December 31, 2000 and the eight months ended August 31, 2001, respectively. 
Income taxes 
        The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. 
F-40 

GEOPAK CORPORATION 
NOTES TO FINANCIAL STATEMENTS — (continued) 
(in thousands, except share and per share data) 
Net income per share 
        The Company calculates net income per share in accordance with SFAS No. 128, “Earnings Per Share.” Pursuant to SFAS No. 128, dual presentation of basic and diluted net income per share is required on the face of the statements of operations for companies with complex capital structures. Basic net income per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution from the exercise or conversion of securities into common stock, such as stock options. 
        For the year ended December 31, 2000 and the eight months ended August 31, 2001, the shares used to calculate diluted net income per share include options to purchase 6,283 shares of common stock. 
Concentration of credit risk 
        Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of its cash and cash equivalents and receivables. The Company maintains an allowance for potential credit losses but historically has not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic area. The Company’s cash and cash equivalents are with financial institutions that the Company believes are of high credit quality. 
        For the year ended December 31, 2000 and the eight months ended August 31, 2001, Bentley accounted for approximately 37% and 36%, respectively, of the Company’s total revenues and as of December 31, 2000 and August 31, 2001 represented approximately 61% and 52%, respectively, of the Company’s total accounts receivable. One other customer accounted for approximately 14% of the Company’s total revenues for the eight months ended August 31, 2001. 
Fair value of financial instruments 
        Cash and cash equivalents, accounts receivable, accounts payable and accruals and other current liabilities are reflected in the accompanying financial statements at fair value due to the short-term nature of those instruments. 
Use of estimates 
        The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. 
Stock-based compensation 
        The Company has elected to follow Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its employee stock options. Under APB No. 25, if the exercise price of the Company’s employee stock option equals or exceeds the market price of the underlying stock on the date of the grant, no compensation expense is recognized. 
F-41 

GEOPAK CORPORATION 
NOTES TO FINANCIAL STATEMENTS — (continued) 
(in thousands, except share and per share data) 
Recent accounting pronouncements 
        In June 1999, the Financial Accounting Standards Board (FASB) issued SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of FASB Statement No. 133,” which defers the effective date of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 133, issued in June 1998, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities. It requires an entity to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The Company adopted SFAS No. 133 beginning on January 1, 2001. The adoption of this pronouncement did not have any impact on the Company’s financial position or results of operations. The Company does not utilize derivatives. 
        In June 2001, the FASB issued SFAS No. 141, “Business Combinations.” SFAS No. 141 addresses financial accounting and reporting for business combinations. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001 and eliminates the pooling-of-interest method of accounting for business combinations. The adoption of this pronouncement did not impact the Company’s financial position or results of operations. 
        In June 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets,” which requires that goodwill and certain other intangibles will not be amortized. Instead, these intangibles will be reviewed annually for impairment and any resulting write-down will be charged to results of operations in the periods in which the recorded value of goodwill and certain intangibles is less than its fair value. SFAS No. 142 applies to goodwill and certain intangibles assets acquired prior to June 30, 2001, and was adopted by the Company on January 1, 2002. The adoption of this pronouncement did not impact the Company’s financial position or results of operations. 
        In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations” that applies to legal obligations associated with the retirement of a tangible long-lived asset that results from the acquisition, construction, or development and/or the normal operation of a long-lived asset. Under this pronouncement, guidance is provided on measuring and recording the liability. Adoption of SFAS No. 143 is required to be adopted on January 1, 2003. The Company does not believe that the adoption of SFAS No. 143 will impact the Company’s financial position or results of operations. 
        In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” that addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS No. 144 supercedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of,” it removes goodwill from its scope and retains the requirements of SFAS No. 121 regarding the recognition of impairment losses on long-lived assets held for use. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. The Company does not believe SFAS No. 144 will materially impact the Company’s financial position or results of operations. 
2.     Transactions with related parties 
Bentley 
        On December 18, 1996, Bentley purchased 25% of the common stock of the Company and obtained an option to purchase the remaining common stock of the Company. The Company received $2,500 in proceeds from the sale of the shares, $1,000 of which was received in cash and $1,500 was received in the form of a Note Receivable (Note). The Note bears interest at a rate of 8.25% per annum. The Note is due on demand thirty days following the receipt by Bentley of a written demand of payment from the Company. The Note has been recorded within stockholders’ equity. 
F-42 

GEOPAK CORPORATION 
NOTES TO FINANCIAL STATEMENTS — (continued) 
(in thousands, except share and per share data) 
        On December 18, 1996 the Company and Bentley entered into a Distribution and License Agreement (Distribution Agreement). The Distribution Agreement grants to Bentley the right to manufacture, distribute and license application software products created and owned by the Company that work in conjunction with Bentley’s product. Additionally the Company granted Bentley the right to prepare foreign language translations of and provide technical support for such Company products that are distributed or manufactured by Bentley. 
        Under the terms of the Distribution Agreement, Bentley must pay to the Company royalties on sales of the Company’s software products and services. The amounts receivable from Bentley relate to royalties, which have been earned on Bentley’s sales of perpetual and term licenses and maintenance and support services, based on the terms of the Distribution Agreement. As of December 31, 2000 and August 31, 2001, the Company had receivables from Bentley of $1,490 and $1,987, respectively. The Company recorded revenues from Bentley of $4,065 for the year ended December 31, 2000, which includes $3,965 of revenues from royalties and $100 of other service revenues. The Company recorded revenues from Bentley of $2,809 for the eight months ended August 31, 2001, which includes $2,721 of revenues from royalties and $88 of other service revenue. 
        The Company pays commissions to Bentley on certain Company sales, according to the terms of the Distribution Agreement. During the year ended December 31, 2000 and the eight months ended August 31, 2001, the Company recorded $1,177 and $500, respectively, of cost of revenues related to these commissions. As of December 31, 2000 and August 31, 2001, the Company had deferred commissions of $180 and $210, respectively and had amounts payable to Bentley of $407 and $559, respectively. 
Beiswenger, Hoch & Associates 
        The principal stockholders and executive officers of the Company are investors in Beiswenger, Hoch & Associates (BHA). Since the Company’s inception, the Company has subleased their office space from BHA. The Company pays BHA monthly the proportional amount of the rent and office expenses used by the Company in relation to the space available, which are in accordance with market value. For the year ended December 31, 2000 and the eight months ended August 31, 2001, the Company recorded rental expense to BHA of $114 and $82, respectively. 
        On December 18, 1996, the Company and BHA entered into a Service Agreement whereby BHA performs certain technical support obligations of the Company for end users of the software pursuant to license agreements, lease agreements and technical support agreements for the software, and certain other first-line technical support services. For the year ended December 31, 2000 and the eight months ended August 31, 2001, the Company recorded expense of $2,128 and $1,197, respectively, under the Service Agreement which is included within cost of revenues in the accompanying statement of operations. 
3.     Property and equipment 
        Property and equipment consists of the following: 
 	 	 	 	 	 	 	 	 	
		December 31,		August 31,	
		2000		2001	
					
Equipment 	 	$	48	 	 	$	97	 	
Leasehold improvements 	 	 	—	 	 	 	3	 	
 	 	 		 	 	 		 	
 	 	 	48	 	 	 	100	 	
Accumulated depreciation 	 	 	(6	)	 	 	(23	)	
 	 	 		 	 	 		 	
 	 	$	42	 	 	$	77	 	
 	 	 		 	 	 		 	
F-43 

GEOPAK CORPORATION 
NOTES TO FINANCIAL STATEMENTS — (continued) 
(in thousands, except share and per share data) 
        Depreciation expense for the year ended December 31, 2000 and the eight months ended August 31, 2001 was $4 and $17, respectively. 
4.     Accruals and other current liabilities 
        Accruals and other current liabilities consist of the following: 
 	 	 	 	 	 	 	 	 	
		December 31,		August 31,	
		2000		2001	
					
Accrued compensation and related benefits 	 	$	984	 	 	$	893	 	
Income taxes payable 	 	 	241	 	 	 	—	 	
Accrued sales tax 	 	 	49	 	 	 	50	 	
Other accrued and current liabilities 	 	 	359	 	 	 	325	 	
 	 	 		 	 	 		 	
 	 	$	1,633	 	 	$	1,268	 	
 	 	 		 	 	 		 	
5.     Stock options 
        The Company established the 1998 Nonqualified Stock Option Plan (the Plan) which provides for the granting of nonqualified stock options to purchase shares of Common Stock to key employees. The option price per share may not be less than the fair market value of the share on the date the option is granted. At August 31, 2001 there were 75,000 shares authorized for issuance under this plan. Subject to the one-year vesting requirements of each option holders’ individual option agreement, options may not be exercised until the earlier of (1) the closing of Bentley’s purchase of all outstanding shares of the Company pursuant to exercise of its options to purchase such shares; (2) termination of the Bentley purchase option; or (3) January 2, 2004. 
        The following is a summary of transactions under the Plan: 

		Number of Shares		Price Per Share	
					
		Available for						Weighted	
		Future Grants		Outstanding		Range		Average	
									
Balance at December 31, 1999 	 	 	30,500	 	 	 	44,500	 	 	$	3.25	 	 	$	3.25	 	
 	Exercised 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Cancelled 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Granted 	 	 	(10,750	)	 	 	10,750	 	 	 	4.25	 	 	 	4.25	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance at December 31, 2000 	 	 	19,750	 	 	 	55,250	 	 	$	3.25-4.25	 	 	$	3.44	 	
 	Exercised 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Cancelled 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Granted 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance at August 31, 2001 	 	 	19,750	 	 	 	55,250	 	 	$	3.25-4.25	 	 	$	3.44	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
        The following is a summary of options outstanding by price range as of August 31, 2001: 

Options Outstanding	
	
		Weighted-	
		Average	
		Remaining	
Exercise		Contractual	
Prices		Outstanding		Life	
					
$	3.25	 	 	 	44,500	 	 	 	3.34	 	
$	4.25	 	 	 	10,750	 	 	 	3.34	 	
 	 	 	 	 		 	 	 		 	
 	 	 	 	 	55,250	 	 	 	3.34	 	
 	 	 	 	 		 	 	 		 	
F-44 

GEOPAK CORPORATION 
NOTES TO FINANCIAL STATEMENTS — (continued) 
(in thousands, except share and per share data) 
        As of August 31, 2001, there were no options exercisable under the Plan. Options to purchase 51,667 shares were vested as of August 31, 2001 and became exercisable during September 2001 upon the acquisition of the remaining Common Stock of the Company by Bentley. 
        Pro forma information regarding net income is required by SFAS 123, “Accounting for Stock-Based Compensation” as if the Company had accounted for its stock-based compensation based on the fair value method. Had compensation cost for such plans been determined consistent with SFAS 123, the Company’s net income would have been adjusted to the pro forma amounts indicated below: 
 	 	 	 	 	 	 	 	 	 	 	
		Year Ended		Eight Months	
		December 31,		Ended August 31,	
		2000		2001	
					
Net income: 	 	 	 	 	 	 	 	 	
 	As reported 	 	$	282	 	 	$	176	 	
 	Pro forma 	 	$	265	 	 	$	159	 	
Net income per share: 	 	 	 	 	 	 	 	 	
 	Basic: 	 	 	 	 	 	 	 	 	
 	 	As reported 	 	$	0.28	 	 	$	0.18	 	
 	 	Pro forma 	 	$	0.27	 	 	$	0.16	 	
 	Diluted: 	 	 	 	 	 	 	 	 	
 	 	As reported 	 	$	0.28	 	 	$	0.17	 	
 	 	Pro forma 	 	$	0.26	 	 	$	0.16	 	
        For this purpose, the fair value of the Company’s stock-based awards to employees was estimated at the date of grant using a Black-Scholes option pricing model, assuming an estimated life of five years, no dividends 70% volatility and risk-free interest rates of 5.5% and 5.1% in the year ended December 31, 2000 and the eight months ended August 31, 2001, respectively. 
6.     Commitments and contingencies 
Leases 
        The Company leases certain facilities, including related party leases, under operating leases having initial or remaining noncancellable terms in excess of one year. The future minimum lease payments as of August 31, 2001 are as follows: 
 	 	 	 	 	
Remaining 2001 	 	$	67	 	
2002 	 	 	169	 	
2003 	 	 	215	 	
2004 	 	 	356	 	
2005 	 	 	344	 	
2006 	 	 	345	 	
Thereafter 	 	 	2,295	 	
 	 	 		 	
Total future minimum lease payments 	 	$	3,791	 	
 	 	 		 	
        During the year ended December 31, 2000 and the eight months ended August 31, 2001 total rent expense amounted to $209 and $158, respectively. 
F-45 

GEOPAK CORPORATION 
NOTES TO FINANCIAL STATEMENTS — (continued) 
(in thousands, except share and per share data) 
Litigation 
        From time to time, the Company is involved in certain legal actions arising in the ordinary course of its business. In management’s opinion, the outcome of such actions are not expected to have a material adverse effect on the Company’s future financial position or results of operations. 
7.     Income taxes 
        The provision (benefit) for income taxes consists of the following: 
 	 	 	 	 	 	 	 	 	 	
		December 31,		August 31,	
		2000		2001	
					
Current: 	 	 	 	 	 	 	 	 	
 	Federal 	 	$	295	 	 	$	208	 	
 	State 	 	 	42	 	 	 	43	 	
 	 	 		 	 	 		 	
 	 	 	337	 	 	 	251	 	
 	 	 		 	 	 		 	
Deferred: 	 	 	 	 	 	 	 	 	
 	Federal 	 	 	(78	)	 	 	(95	)	
 	State 	 	 	(10	)	 	 	(13	)	
 	 	 		 	 	 		 	
 	 	 	(88	)	 	 	(108	)	
 	 	 		 	 	 		 	
 	 	$	249	 	 	$	143	 	
 	 	 		 	 	 		 	
        The following is a summary of the significant components of the Company’s deferred tax assets and liabilities: 
 	 	 	 	 	 	 	 	 	 	
		December 31,		August 31,	
		2000		2001	
					
Deferred tax assets: 	 	 	 	 	 	 	 	 	
 	Deferred revenue 	 	$	239	 	 	$	339	 	
 	Accelerated amortization 	 	 	421	 	 	 	395	 	
 	Bad debt allowance 	 	 	97	 	 	 	105	 	
 	Expenses not currently deductible 	 	 	10	 	 	 	15	 	
 	Other 	 	 	40	 	 	 	61	 	
 	 	 		 	 	 		 	
 	 	$	807	 	 	$	915	 	
 	 	 		 	 	 		 	
        A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: 
 	 	 	 	 	 	 	 	 	
		December 31,		August 31,	
		2000		2001	
					
Federal statutory rate 	 	 	34.0%	 	 	 	34.0%	 	
State income taxes, net of federal benefit 	 	 	2.7%	 	 	 	4.6%	 	
Nondeductible expenses 	 	 	9.5%	 	 	 	6.0%	 	
Other 	 	 	0.7%	 	 	 	0.2%	 	
 	 	 		 	 	 		 	
 	 	 	46.9%	 	 	 	44.8%	 	
 	 	 		 	 	 		 	
F-46 

GEOPAK CORPORATION 
NOTES TO FINANCIAL STATEMENTS — (continued) 
(in thousands, except share and per share data) 
9.     Retirement Plan 
        The Company maintains a 401(k) Retirement Savings Plan (the Plan) for the benefit of substantially all full-time employees who have attained 21 years of age and one year of service. Employees may make elective deferrals in any amount from 2% to 24% of gross earnings. The Company may make discretionary contributions to the Plan, which are established annually prior to Plan year end for the following Plan year. The Company did not make any contributions to the Plan for the year ended December 31, 2000 or the eight months ended August 31, 2001. 
F-47 

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 
To Rebis: 
        We have audited the accompanying consolidated balance sheets of Rebis (a California corporation) and subsidiaries as of September 30, 2000 and 2001, and the related consolidated statements of operations, redeemable convertible stock and shareholders’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. 
        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 
        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rebis and subsidiaries as of September 30, 2000 and 2001, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States. 
		
 	Arthur Andersen LLP 	
Philadelphia, Pennsylvania 
March 29, 2002 
F-48 

REBIS AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS 
(in thousands, except share data) 

		September 30,			
				December 31,	
		2000		2001		2001	
							
						(unaudited)	
ASSETS 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cash and cash equivalents 	 	$	2,836	 	 	$	2,112	 	 	$	2,971	 	
 	Accounts receivable, net of allowance of $133, $139 and $138, respectively 	 	 	2,020	 	 	 	2,313	 	 	 	2,008	 	
 	Deferred income taxes 	 	 	698	 	 	 	596	 	 	 	596	 	
 	Prepaid and other current assets 	 	 	96	 	 	 	75	 	 	 	208	 	
 	 	 		 	 	 		 	 	 		 	
Total current assets 	 	 	5,650	 	 	 	5,096	 	 	 	5,783	 	
Property and equipment, net 	 	 	491	 	 	 	404	 	 	 	376	 	
Deferred income taxes 	 	 	52	 	 	 	41	 	 	 	41	 	
Other assets 	 	 	67	 	 	 	245	 	 	 	214	 	
 	 	 		 	 	 		 	 	 		 	
 	 	$	6,260	 	 	$	5,786	 	 	$	6,414	 	
 	 	 		 	 	 		 	 	 		 	
LIABILITIES, REDEEMABLE CONVERTIBLE STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT) 	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Current portion of capital lease obligations 	 	$	209	 	 	$	80	 	 	$	80	 	
 	Accounts payable 	 	 	737	 	 	 	638	 	 	 	751	 	
 	Accrued payroll and related expenses 	 	 	718	 	 	 	881	 	 	 	856	 	
 	Other accrued liabilities 	 	 	740	 	 	 	886	 	 	 	987	 	
 	Deferred revenues 	 	 	2,705	 	 	 	3,186	 	 	 	3,366	 	
 	Income taxes payable 	 	 	78	 	 	 	64	 	 	 	92	 	
 	 	 		 	 	 		 	 	 		 	
Total current liabilities 	 	 	5,187	 	 	 	5,735	 	 	 	6,132	 	
Deferred revenues 	 	 	—	 	 	 	34	 	 	 	—	 	
Capital lease obligations 	 	 	80	 	 	 	—	 	 	 	9	 	
Redeemable convertible Series A preferred stock (liquidation value of $2,000) 	 	 	2,000	 	 	 	—	 	 	 	—	 	
Common stock subject to put right 	 	 	342	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	
Total liabilities and redeemable convertible stock 	 	 	7,609	 	 	 	5,769	 	 	 	6,141	 	
 	 	 		 	 	 		 	 	 		 	
Commitments and contingencies (Note 5) 	 	 	 	 	 	 	 	 	 	 	 	 	
Shareholders’ equity (deficit): 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Common stock, no par value; 30,000,000 shares authorized; 3,434,643, 3,512,123 and 3,513,523 shares issued and outstanding 	 	 	1,778	 	 	 	1,936	 	 	 	1,938	 	
 	Preferred stock, no par value; 9,250,000 shares authorized; none issued or outstanding 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Other comprehensive income 	 	 	—	 	 	 	9	 	 	 	2	 	
 	Accumulated deficit 	 	 	(3,127	)	 	 	(1,928	)	 	 	(1,667	)	
 	 	 		 	 	 		 	 	 		 	
Total shareholders’ equity (deficit) 	 	 	(1,349	)	 	 	17	 	 	 	273	 	
 	 	 		 	 	 		 	 	 		 	
 	 	$	6,260	 	 	$	5,786	 	 	$	6,414	 	
 	 	 		 	 	 		 	 	 		 	
The accompanying notes are an integral part of these consolidated financial statements. 
F-49 

REBIS AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS 
(in thousands, except share and per share data) 

				Three Months Ended	
		Year Ended September 30,		December 31,	
					
		2000		2001		2000		2001	

						(unaudited)	
Revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Software license fees 	 	$	7,593	 	 	$	8,162	 	 	$	2,168	 	 	$	2,083	 	
 	Maintenance 	 	 	4,764	 	 	 	5,553	 	 	 	1,257	 	 	 	1,668	 	
 	Services and other 	 	 	1,432	 	 	 	2,201	 	 	 	558	 	 	 	574	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Total revenues 	 	 	13,789	 	 	 	15,916	 	 	 	3,983	 	 	 	4,325	 	
Cost of revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cost of software license fees 	 	 	1,443	 	 	 	1,419	 	 	 	374	 	 	 	400	 	
 	Cost of maintenance 	 	 	770	 	 	 	930	 	 	 	218	 	 	 	218	 	
 	Cost of services and other 	 	 	974	 	 	 	1,443	 	 	 	288	 	 	 	395	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Total cost of revenues 	 	 	3,187	 	 	 	3,792	 	 	 	880	 	 	 	1,013	 	
Gross profit 	 	 	10,602	 	 	 	12,124	 	 	 	3,103	 	 	 	3,312	 	
Operating expenses: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Selling and marketing 	 	 	3,953	 	 	 	4,930	 	 	 	1,097	 	 	 	1,316	 	
 	Research and development 	 	 	2,699	 	 	 	3,056	 	 	 	706	 	 	 	874	 	
 	General and administrative 	 	 	1,923	 	 	 	2,153	 	 	 	488	 	 	 	724	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Total operating expenses 	 	 	8,575	 	 	 	10,139	 	 	 	2,291	 	 	 	2,914	 	
Income from operations 	 	 	2,027	 	 	 	1,985	 	 	 	812	 	 	 	398	 	
Interest expense 	 	 	(64	)	 	 	(23	)	 	 	(9	)	 	 	(2	)	
Other income, net 	 	 	27	 	 	 	110	 	 	 	14	 	 	 	8	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Income before income taxes 	 	 	1,990	 	 	 	2,072	 	 	 	817	 	 	 	404	 	
Provision for income taxes 	 	 	660	 	 	 	798	 	 	 	322	 	 	 	143	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income 	 	$	1,330	 	 	$	1,274	 	 	$	495	 	 	$	261	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Dividend on redeemable convertible Series A preferred stock 	 	 	90	 	 	 	75	 	 	 	30	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income applicable to common shareholders 	 	$	1,240	 	 	$	1,199	 	 	$	465	 	 	$	261	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income per share: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic 	 	$	0.35	 	 	$	0.34	 	 	$	0.13	 	 	$	0.07	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
 	Diluted 	 	$	0.31	 	 	$	0.33	 	 	$	0.12	 	 	$	0.07	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Shares used in computing net income per share: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic 	 	 	3,584,643	 	 	 	3,512,123	 	 	 	3,498,643	 	 	 	3,513,523	 	
 	Diluted 	 	 	4,297,507	 	 	 	3,854,412	 	 	 	4,211,561	 	 	 	3,525,706	 	
The accompanying notes are an integral part of these consolidated financial statements. 
F-50 

REBIS AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE STOCK AND 
SHAREHOLDERS’ EQUITY (DEFICIT) 
(in thousands, except share data) 

										Shareholders’ Equity (Deficit)	
							
		Redeemable		Common stock						Total	
		convertible series A		subject		Common stock		Other				shareholder’s	
		preferred stock		to put right				comprehensive		Accumulated		equity	
		Shares		Amount		Shares		Amount		Shares		Amount		income		deficit		(deficit)	

Balance as of September 30, 1999 	 	 	708,230	 	 	$	2,000	 	 	 	150,000	 	 	$	342	 	 	 	3,429,493	 	 	$	1,770	 	 	$	—	 	 	$	(4,367	)	 	$	(2,597	)	
Issuance of Common stock in connection with stock option exercises 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	5,150	 	 	 	8	 	 	 	—	 	 	 	—	 	 	 	8	 	
Preferred stock dividends paid 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(90	)	 	 	(90	)	
Net income 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,330	 	 	 	1,330	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance as of September 30, 2000 	 	 	708,230	 	 	 	2,000	 	 	 	150,000	 	 	 	342	 	 	 	3,434,643	 	 	 	1,778	 	 	 	—	 	 	 	(3,127	)	 	 	(1,349	)	
Comprehensive income: 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,274	 	 	 	1,274	 	
 	Currency translation adjustment 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	9	 	 	 	—	 	 	 	9	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total comprehensive income 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	9	 	 	 	1,274	 	 	 	1,283	 	
Redemption of Common stock subject to put right 	 	 	—	 	 	 	—	 	 	 	(90,000	)	 	 	(205	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Expiration of Common stock subject to put right 	 	 	—	 	 	 	—	 	 	 	(60,000	)	 	 	(137	)	 	 	60,000	 	 	 	137	 	 	 	—	 	 	 	—	 	 	 	137	 	
Issuance of Common stock in connection with stock option exercises 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	17,480	 	 	 	21	 	 	 	—	 	 	 	—	 	 	 	21	 	
Redemption of Preferred stock 	 	 	(708,230	)	 	 	(2,000	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Preferred stock dividends paid 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(75	)	 	 	(75	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance as of September 30, 2001 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,512,123	 	 	 	1,936	 	 	 	9	 	 	 	(1,928	)	 	 	17	 	
Comprehensive income (unaudited): 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income (unaudited) 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	261	 	 	 	261	 	
 	Currency translation adjustment (unaudited) 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(7	)	 	 	—	 	 	 	(7	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total comprehensive income (unaudited) 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(7	)	 	 	261	 	 	 	254	 	
Issuance of Common stock in connection with stock option exercises (unaudited) 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,400	 	 	 	2	 	 	 	—	 	 	 	—	 	 	 	2	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance as of December 31, 2001 (unaudited) 	 	 	—	 	 	$	—	 	 	 	—	 	 	$	—	 	 	 	3,513,523	 	 	$	1,938	 	 	$	2	 	 	$	(1,667	)	 	$	273	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
The accompanying notes are an integral part of these consolidated financial statements. 
F-51 

REBIS AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(in thousands) 

		Year Ended		Three Months Ended	
		September 30,		December 31,	
					
		2000		2001		2000		2001	

						(unaudited)	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net income 	 	$	1,330	 	 	$	1,274	 	 	$	495	 	 	$	261	 	
 	Adjustments to reconcile net income to net cash provided by operating activities– 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Depreciation 	 	 	432	 	 	 	360	 	 	 	88	 	 	 	84	 	
 	 	Deferred income taxes 	 	 	214	 	 	 	113	 	 	 	52	 	 	 	—	 	
 	 	Gain on sale of equipment 	 	 	(4	)	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	Changes in assets and liabilities: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	Accounts receivable 	 	 	(62	)	 	 	(293	)	 	 	(434	)	 	 	305	 	
 	 	 	Prepaid expenses 	 	 	(22	)	 	 	21	 	 	 	(150	)	 	 	(133	)	
 	 	 	Other assets 	 	 	90	 	 	 	(178	)	 	 	(10	)	 	 	31	 	
 	 	 	Accounts payable 	 	 	268	 	 	 	(99	)	 	 	(290	)	 	 	113	 	
 	 	 	Accrued liabilities 	 	 	33	 	 	 	309	 	 	 	98	 	 	 	76	 	
 	 	 	Deferred revenues 	 	 	364	 	 	 	515	 	 	 	221	 	 	 	146	 	
 	 	 	Income taxes payable 	 	 	55	 	 	 	(14	)	 	 	313	 	 	 	28	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Net cash provided by operating activities 	 	 	2,698	 	 	 	2,008	 	 	 	383	 	 	 	911	 	
Cash flows used in investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchase of property and equipment 	 	 	(160	)	 	 	(273	)	 	 	(37	)	 	 	(47	)	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Proceeds from issuance of Common stock 	 	 	8	 	 	 	21	 	 	 	—	 	 	 	2	 	
 	Payments under capital leases 	 	 	(368	)	 	 	(209	)	 	 	(18	)	 	 	—	 	
 	Redemption of Common stock 	 	 	—	 	 	 	(205	)	 	 	(205	)	 	 	—	 	
 	Redemption of preferred stock 	 	 	—	 	 	 	(2,000	)	 	 	(750	)	 	 	—	 	
 	Preferred stock dividends paid 	 	 	(90	)	 	 	(75	)	 	 	(30	)	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Net cash provided by (used in) financing activities 	 	 	(450	)	 	 	(2,468	)	 	 	(1,003	)	 	 	2	 	
Effect of exchange rate changes on cash and cash equivalents 	 	 	—	 	 	 	9	 	 	 	10	 	 	 	(7	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Increase (decrease) in cash and cash equivalents 	 	 	2,088	 	 	 	(724	)	 	 	(647	)	 	 	859	 	
Cash and cash equivalents, beginning of period 	 	 	748	 	 	 	2,836	 	 	 	2,836	 	 	 	2,112	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Cash and cash equivalents, end of period 	 	$	2,836	 	 	$	2,112	 	 	$	2,189	 	 	$	2,971	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
The accompanying notes are an integral part of these consolidated financial statements. 
F-52 

REBIS AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(information as of December 31, 2001 and for the three months ended 
December 31, 2000 and 2001 is unaudited) 
(in thousands, except share and per share data) 

1.	Operations and summary of significant accounting policies:	
Background 
        Rebis (the Company) is a leading developer of discipline-specific applications for the manufacturing plants industry. On January 25, 2002 Bentley Systems Incorporated (Bentley) purchased 12.5% of the common stock of the Company and acquired an option to purchase the remainder of the Company. 
Interim Financial Statements 
        The accompanying consolidated balance sheet as of December 31, 2001, the consolidated statements of redeemable convertible stock and shareholders’ equity (deficit) for the three months ended December 31, 2001 and the consolidated statements of operations and cash flows for the three months ended December 31, 2000 and 2001 are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of results for these interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted, although the Company believes that the disclosures included are adequate to make the information presented not misleading. The results of operations for the three months ended December 31, 2001 are not necessarily indicative of the results to be expected for the entire fiscal year or any other interim period. 
Principles of consolidation 
        The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. 
Cash and cash equivalents 
        The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. 
Supplemental cash flow information 
        During the years ended September 30, 2000 and 2001 and the three months ended December 31, 2000 and 2001, the Company paid income taxes of $390, $687, $114 and $44, respectively, and interest of $136, $22, $9 and $2, respectively. 
Revenue recognition 
        The principal sources of the Company’s revenues are software license fees, software maintenance and support fees and professional service fees. The Company recognizes revenues in accordance with the provisions of the American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, “Software Revenue Recognition,” as amended by SOP 98-4 and SOP 98-9, as well as Technical Practice Aids issued from time to time by the AICPA. License fee revenues relate primarily to perpetual licenses to end-users and are generally recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectibility is considered probable. Software arrangements with customers often include multiple elements, including software products, maintenance and/or other services. The Company recognizes software license fees based upon the residual 
F-53 

REBIS AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(information as of December 31, 2001 and for the three months ended 
December 31, 2000 and 2001 is unaudited) 
(in thousands, except share and per share data) 
method after all elements other than maintenance and support have either been delivered or vendor specific objective evidence (VSOE) of fair value exists for such undelivered elements. 
        Revenues from software maintenance and support contracts are recognized on a straight-line basis over the term of the contract, which is usually a period of one year. VSOE of fair value of software maintenance and support is determined based on the price charged for the maintenance and support element when sold separately. 
        Revenues from training and consulting services are recognized as services are performed, based on VSOE, which is determined by reference to the price the customer will be required to pay when the services are sold separately. 
Property and equipment 
        Property and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful life of the assets which is three years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or the remaining lives of the related leases. 
        Cost of maintenance and repairs is charged to expense as incurred. Upon retirement or other disposition, the cost of the asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the accompanying statements of operations. 
Research and development 
        Research and development expenditures are charged to operations as incurred. Statement of Financial Accounting Standards (SFAS) No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed,” requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. The Company has determined that technological feasibility for its products is generally achieved upon the completion of a working model. Since software development costs have not been significant after the completion of a working model, all such costs have been charged to expense as incurred. 
Advertising expense 
        The Company expenses advertising costs as incurred. Advertising expenses of approximately $105, $152, $33 and $18 were included in selling and marketing expense in the accompanying consolidated statements of operations during the years ended September 30, 2000 and 2001 and the three months ended December 31, 2000 and 2001, respectively. 
Income taxes 
        The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. 
Foreign currency translation 
        Exchange adjustments resulting from transactions denominated in foreign currencies are recognized in income. Exchange adjustments resulting from the translation of financial statements of foreign subsidiaries are reflected as a separate component of shareholders’ equity (deficit). Foreign currency 
F-54 

REBIS AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(information as of December 31, 2001 and for the three months ended 
December 31, 2000 and 2001 is unaudited) 
(in thousands, except share and per share data) 
transaction gains and losses for the years ended September 30, 2000 and 2001 and the three months ended December 31, 2000 and 2001 were not material. 
Net income per share 
        The Company calculates net income per share in accordance with SFAS No. 128, “Earnings Per Share.” Pursuant to SFAS No. 128, dual presentation of basic and diluted net income per share is required on the face of the statements of operations for companies with complex capital structures. Basic net income per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution from the exercise or conversion of securities into common stock, such as stock options. 

		Year Ended September 30, 2000,	
			
		Income		Shares		Per Share	
		(Numerator)		(Denominator)		Amount	
							
Basic net income per share 	 	$	1,240	 	 	 	3,584,643	 	 	$	0.35	 	
 	 	 	 	 	 	 	 	 	 	 		 	
Dilutive effect of convertible stock and stock options 	 	 	—	 	 	 	712,864	 	 	 	 	 	
Dividends on redeemable convertible Series A Preferred stock 	 	 	90	 	 	 	—	 	 	 	 	 	
 	 	 		 	 	 		 	 	 	 	 	
Diluted net income per share 	 	$	1,330	 	 	 	4,297,507	 	 	$	0.31	 	

			
		Year Ended September 30, 2001,	
			
		Income		Shares		Per Share	
		(Numerator)		(Denominator)		Amount	
							
Basic net income per share 	 	$	1,199	 	 	 	3,512,123	 	 	$	0.34	 	
 	 	 	 	 	 	 	 	 	 	 		 	
Dilutive effect of convertible stock and stock options 	 	 	—	 	 	 	342,289	 	 	 	 	 	
Dividends on redeemable convertible Series A Preferred stock 	 	 	75	 	 	 	—	 	 	 	 	 	
 	 	 		 	 	 		 	 	 	 	 	
Diluted net income per share 	 	$	1,274	 	 	 	3,854,412	 	 	$	0.33	 	

			
		Three Months Ended December 31, 2000,	

		(unaudited)	
		Income		Shares		Per Share	
		(Numerator)		(Denominator)		Amount	
							
Basic net income per share 	 	$	465	 	 	 	3,498,643	 	 	$	0.13	 	
 	 	 	 	 	 	 	 	 	 	 		 	
Dilutive effect of convertible stock and stock options 	 	 	—	 	 	 	712,918	 	 	 	 	 	
Dividends on redeemable convertible Series A Preferred stock 	 	 	30	 	 	 	—	 	 	 	 	 	
 	 	 		 	 	 		 	 	 	 	 	
Diluted net income per share 	 	$	495	 	 	 	4,211,561	 	 	$	0.12	 	

			
		Three Months Ended December 31, 2001,	

		(unaudited)	
		Income		Shares		Per Share	
		(Numerator)		(Denominator)		Amount	
							
Basic net income per share 	 	$	261	 	 	 	3,513,523	 	 	$	0.07	 	
 	 	 	 	 	 	 	 	 	 	 		 	
Dilutive effect of stock options 	 	 	—	 	 	 	12,183	 	 	 	 	 	
 	 	 		 	 	 		 	 	 	 	 	
Diluted net income per share 	 	$	261	 	 	 	3,525,706	 	 	$	0.07	 	
 	 	 		 	 	 		 	 	 		 	
F-55 

REBIS AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(information as of December 31, 2001 and for the three months ended 
December 31, 2000 and 2001 is unaudited) 
(in thousands, except share and per share data) 
Concentration of credit risk 
        Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and receivables. The Company maintains an allowance for potential credit losses but historically has not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic area. The Company’s cash and cash equivalents are with financial institutions that the Company believes are of high credit quality. 
Fair value of financial instruments 
        Cash and cash equivalents, accounts receivable, accounts payable, accruals and other current liabilities and deferred subscription revenues are reflected in the accompanying financial statements at fair value due to the short-term nature of those instruments. 
Use of estimates 
        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 
Stock-based compensation 
        The Company has elected to account for its employee stock-based compensation plans following Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its employee stock options. Under APB No. 25, if the exercise price of the Company’s employee stock options equals or exceeds the fair market value of the underlying stock on the date of grant, no compensation expense is recognized. 
Other comprehensive income 
        SFAS No. 130, “Reporting Comprehensive Income” established rules for the reporting of comprehensive income and its components. Other comprehensive income consists of net income and foreign currency translation adjustments and is presented in the consolidated statements of redeemable convertible stock and shareholders’ equity (deficit). 
Recent accounting pronouncements 
        In June 1999, the Financial Accounting Standards Board (FASB) issued SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of FASB Statement No. 133,” which defers the effective date of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 133, issued in June 1998, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities. It requires an entity to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The Company adopted SFAS No. 133 beginning on January 1, 2001. The adoption of this pronouncement did not have any impact on the Company’s financial position or results of operations. The Company does not utilize derivatives. 
        In June 2001, the FASB issued SFAS No. 141, “Business Combinations.” SFAS No. 141 addresses financial accounting and reporting for business combinations. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001 and eliminates the pooling-of-interest method of 
F-56 

REBIS AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(information as of December 31, 2001 and for the three months ended 
December 31, 2000 and 2001 is unaudited) 
(in thousands, except share and per share data) 
accounting for business combinations. The Company does not believe that the adoption of this pronouncement will impact the Company’s financial position or results of operations. 
        In June 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets,” which requires that goodwill and certain other intangibles will not be amortized. Instead, these intangibles will be reviewed annually for impairment and any resulting write-down will be charged to results of operations in the periods in which the recorded value of goodwill and certain intangibles exceeds their fair values. SFAS No. 142 applies to goodwill and certain intangibles assets acquired prior to June 30, 2001, and will be adopted by the Company on January 1, 2002. The Company does not believe that the adoption of this pronouncement will impact the Company’s financial position or results of operations. 
        In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” that applies to legal obligations associated with the retirement of a tangible long-lived asset that results from the acquisition, construction, or development and/or the normal operation of a long-lived asset. Under this pronouncement, guidance is provided on measuring and recording the liability. Adoption of SFAS No. 143 is required to be adopted on January 1, 2003. The Company does not believe that the adoption of SFAS No. 143 will impact the Company’s financial position or results of operations. 
        In August 2001, the FASB issued SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” that addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS No. 144 supercedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of,” it removes goodwill from its scope and retains the requirements of SFAS No. 121 regarding the recognition of impairment losses on long-lived assets held for use. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. The Company does not believe that the adoption of this pronouncement will impact the Company’s financial position or results of operations. 
2.     Property and equipment 
        Property and equipment consists of the following: 

		September 30,			
				December 31,	
		2000		2001		2001	
							
						(unaudited)	
Computer equipment 	 	$	2,684	 	 	$	2,922	 	 	$	2,978	 	
Office furniture and equipment 	 	 	394	 	 	 	429	 	 	 	429	 	
Leasehold improvements 	 	 	46	 	 	 	46	 	 	 	46	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	3,124	 	 	 	3,397	 	 	 	3,453	 	
Accumulated depreciation 	 	 	(2,633	)	 	 	(2,993	)	 	 	(3,077	)	
 	 	 		 	 	 		 	 	 		 	
 	 	$	491	 	 	$	404	 	 	$	376	 	
 	 	 		 	 	 		 	 	 		 	
        Depreciation expense for the years ended September 30, 2000 and 2001 and for the three months ended December 31, 2000 and 2001 was $432, $360, $88, and $84, respectively. 
3.     Preferred stock 
        The Company’s articles of incorporation authorize the issuance of up to 10,000,000 shares of preferred stock. The Company’s Board of Directors has the power to issue these shares in one or more series and to secure the rights, preferences, privileges, and restrictions of ownership. On September 30, 1999, the Company issued 708,230 shares of redeemable convertible Series A preferred stock (Series A Preferred Stock) with a stated value of $2.824 per share for an aggregate price of $2,000. The holders of 
F-57 

REBIS AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
Series A Preferred Stock have voting rights equal to the number of shares of common stock into which such holder’s shares could be converted. Each share of Series A Preferred Stock may, at the option of the holder, be converted into one share of common stock, subject to adjustment. In the event of a qualified initial public offering, as defined, all outstanding shares of Series A Preferred Stock are to be automatically converted into common stock. 
        The holders of Series A Preferred Stock are entitled to receive cumulative dividends at the annual rate of 6% per share, subject to adjustment. Such dividends accrue from the date of issuance whether or not earned and are payable in cash quarterly when, and as declared, by the Board of Directors. 
        During the year ended September 30, 2001 these shares were redeemed for $2,000. The Series A Preferred Stock was carried at its current redemption value in the accompanying consolidated balance sheets outside of shareholders’ equity (deficit), since the redemption of the Series A Preferred Stock is outside the control of the Company. 
4.     Stock options 
        The 1994 Stock Option Plan provides for the granting of nonqualified stock options and incentive stock options for the purchase of common stock to key employees, the option price per share may not be less than 85% of the fair market value of a share on the date the option is granted, the options generally vest over four years and the maximum term of an option may not exceed ten years from the date of grant. In August 1998, the Company’s Board of Directors and shareholders approved an amendment to the 1994 Plan to reserve an additional 1,100,000 shares of common stock for issuance upon the exercise of qualified or nonqualified stock options. At September 30, 2001, there are 2,000,000 options authorized under this plan. As of September 30, 2000 and 2001, 954,171 and 922,521 options were outstanding under this plan, respectively. 
        A summary of the activity under the stock option plan is set forth below: 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
				Exercise Price per		Weighted Average	
		Number of Shares		Share		Exercise Price	
							
Outstanding as of September 30, 1999 	 	 	786,293	 	 	$	1.20 — 2.27	 	 	$	1.24	 	
 	Granted 	 	 	256,750	 	 	 	1.20 — 1.70	 	 	 	1.33	 	
 	Exercised 	 	 	(5,150	)	 	 	1.20 — 2.27	 	 	 	1.62	 	
 	Canceled 	 	 	(83,722	)	 	 	1.20 — 2.27	 	 	 	1.29	 	
 	 	 		 	 	 		 	 	 		 	
Outstanding as of September 30, 2000 	 	 	954,171	 	 	$	1.20 — 2.27	 	 	 	1.26	 	
 	Granted 	 	 	21,000	 	 	 	1.70 — 1.89	 	 	 	1.71	 	
 	Exercised 	 	 	(17,480	)	 	 	1.20	 	 	 	1.20	 	
 	Canceled 	 	 	(35,170	)	 	 	1.20 — 2.27	 	 	 	1.24	 	
 	 	 		 	 	 		 	 	 		 	
Outstanding as of September 30, 2001 	 	 	922,521	 	 	$	1.20 — 2.27	 	 	 	1.27	 	
 	Granted (unaudited) 	 	 	68,827	 	 	 	2.72 — 3.20	 	 	 	2.80	 	
 	Exercised (unaudited) 	 	 	(1,400	)	 	 	1.20	 	 	 	1.20	 	
 	Canceled (unaudited) 	 	 	(1,458	)	 	 	1.70	 	 	 	1.70	 	
 	 	 		 	 	 		 	 	 		 	
Outstanding as of December 31, 2001 (unaudited) 	 	 	988,490	 	 	$	1.20 — 3.20	 	 	$	1.38	 	
 	 	 		 	 	 		 	 	 		 	
F-58 

REBIS AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
        The following is a summary of options outstanding and exercisable by price range as of September 30, 2001: 

Options Outstanding			
			
		Weighted-Average			
Exercise		Remaining		Options	
Price		Outstanding		Contractual Life		Exercisable	
							
$	1.20	 	 	 	814,521	 	 	 	6.7	 	 	 	649,203	 	
$	1.70	 	 	 	83,500	 	 	 	8.7	 	 	 	38,661	 	
$	1.89	 	 	 	1,000	 	 	 	9.8	 	 	 	—	 	
$	2.27	 	 	 	23,500	 	 	 	5.5	 	 	 	23,500	 	
 	 	 	 	 		 	 	 		 	 	 		 	
 	 	 	 	 	922,521	 	 	 	6.9	 	 	 	711,364	 	
 	 	 	 	 		 	 	 		 	 	 		 	
        The Company accounts for its option grants under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and the related interpretations. Had compensation cost for the Company’s stock option grants been determined based upon the fair value of the options at the date of grant, as prescribed under SFAS No. 123, “Accounting for Stock Based Compensation,” the Company’s net income for the years ended September 30, 2000 and 2001, would have been adjusted to the pro forma amounts indicated below: 

		Year Ended	
		September 30,	
			
		2000		2001	
					
Net income applicable to common shareholders: 	 	 	 	 	 	 	 	 	
 	As reported 	 	$	1,240	 	 	$	1,199	 	
 	Pro forma 	 	$	1,189	 	 	$	1,141	 	
Net income: 	 	 	 	 	 	 	 	 	
 	As reported 	 	$	1,330	 	 	$	1,274	 	
 	Pro forma 	 	$	1,279	 	 	$	1,216	 	
Net income per share: 	 	 	 	 	 	 	 	 	
 	Basic: 	 	 	 	 	 	 	 	 	
 	 	As reported 	 	$	0.35	 	 	$	0.34	 	
 	 	Pro forma 	 	$	0.33	 	 	$	0.32	 	
 	Diluted: 	 	 	 	 	 	 	 	 	
 	 	As reported 	 	$	0.31	 	 	$	0.33	 	
 	 	Pro forma 	 	$	0.30	 	 	$	0.32	 	
        The weighted average fair value per share of the options granted during 2000 and 2001 was estimated as $0.96 and $1.20, respectively. The fair value of each option grant is estimated on the date of grant using the Black-scholes option-pricing model with the following weighted average assumptions: volatility — 70%; dividend yield — 0%; risk-free interest rate of 6.4% and 4.6% — on the date of the grant; expected life of options — seven years. 
Put option agreement 
        In connection with a July 1997 licensing of technology from a third party, the Company agreed to buy back the shares of Common stock issued as part of this agreement pursuant to the terms of a put option agreement. A total of 150,000 shares issued under the licensing agreement were outstanding for $2.28 per share, as of September 30, 2000. The put option expires on the earlier of October 31, 2000, sale 
F-59 

REBIS AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
or liquidation of the Company, completion of an initial public offering, or the termination of the licensing agreement. During the year ended September 30, 2001, a total of 90,000 shares of stock were repurchased under this option prior to its expiration. 
        The Common stock subject to put right was carried at its current put value in the accompanying consolidated balance sheets outside of shareholders’ equity (deficit)since the redemption of the Common stock subject to the put right is outside the control of the Company. As of September 30, 2001, the put option expired, and accordingly, 60,000 shares were reclassified to Common stock. 
5.     Commitments and Contingencies 
Leases 
        The Company leases certain facilities and equipment under capital and operating leases expiring at various dates through 2006. Rent expense for all operating leases was approximately $404, $488, $120 and $149 for the years ended September 30, 2000 and 2001 and the three months ended December 31, 2000 and 2001, respectively. The interest rates implicit in the capital leases range from 11% to 17%. As of September 30, 2001, capital lease payments in the amount of $80 are due in 2002. Interest expense on the capital lease obligations was $64, $23, $9 and $2 for the years ended September 30, 2000 and 2001 and the three months ended December 31, 2000 and 2001, respectively. 
        Future minimum lease payments as of September 30, 2001 are as follows (in thousands): 
 	 	 	 	 	
		Operating	
		Leases	
			
2002 	 	$	401	 	
2003 	 	 	401	 	
2004 	 	 	216	 	
2005 	 	 	156	 	
2006 	 	 	130	 	
 	 	 		 	
 	 	$	1,304	 	
 	 	 		 	
Litigation 
        From time to time, the Company is involved in certain legal proceedings arising in the ordinary course of its business. In management’s opinion, based upon the advice of counsel, the outcome of such actions are not expected to have a material adverse effect on the Company’s future financial position or results of operations. 
F-60 

REBIS AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
(information as of December 31, 2001 and for the three months ended 
December 31, 2000 and 2001 is unaudited) 
(in thousands, except share and per share data) 
 
6.     Provision for income taxes 
        The provision for income taxes consists of the: 

		Year ended	
		September 30,	
			
		2000		2001	
					
Current: 	 	 	 	 	 	 	 	 	
 	Federal 	 	$	391	 	 	$	571	 	
 	State 	 	 	35	 	 	 	70	 	
 	Foreign 	 	 	20	 	 	 	44	 	
 	 	 		 	 	 		 	
 	 	 	446	 	 	 	685	 	
 	 	 		 	 	 		 	
Deferred: 	 	 	 	 	 	 	 	 	
 	Federal 	 	 	174	 	 	 	3	 	
 	State 	 	 	40	 	 	 	11	 	
 	 	 		 	 	 		 	
 	 	 	214	 	 	 	14	 	
 	 	 		 	 	 		 	
Valuation allowance 	 	 	—	 	 	 	99	 	
 	 	 		 	 	 		 	
 	 	 	214	 	 	 	113	 	
 	 	 		 	 	 		 	
 	 	$	660	 	 	$	798	 	
 	 	 		 	 	 		 	
        The following is a summary of significant components of the Company’s deferred tax assets: 

		September 30,	
			
		2000		2001	
					
Deferred tax assets 	 	 	 	 	 	 	 	 	
Current— 	 	 	 	 	 	 	 	 	
 	Research and development credit carryforwards 	 	$	325	 	 	$	174	 	
 	Foreign net operating loss carryforwards 	 	 	—	 	 	 	99	 	
 	Bad debt allowance 	 	 	60	 	 	 	60	 	
 	Deferred revenue 	 	 	191	 	 	 	196	 	
 	Accrued expenses 	 	 	122	 	 	 	166	 	
 	 	 		 	 	 		 	
 	 	 	698	 	 	 	695	 	
Long-term depreciation 	 	 	52	 	 	 	41	 	
 	 	 		 	 	 		 	
 	 	 	750	 	 	 	736	 	
Valuation allowance 	 	 	—	 	 	 	(99	)	
 	 	 		 	 	 		 	
Net deferred tax asset 	 	$	750	 	 	$	637	 	
 	 	 		 	 	 		 	
        The realization of the deferred tax asset related to the foreign net operating loss carryforwards generated during the year ended September 30, 2001 is uncertain. The Company has, therefore, provided a valuation allowance against the deferred tax asset. 
F-61 

REBIS AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
        A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: 

		Year Ended	
		September 30,	
			
		2000		2001	
					
Federal statutory rate 	 	 	34.0	%	 	 	34.0	%	
Change in valuation allowance 	 	 	—	 	 	 	4.8	 	
State income taxes, net of federal benefit 	 	 	0.6	 	 	 	1.2	 	
Nondeductible expenses 	 	 	1.3	 	 	 	1.2	 	
Research and development credit 	 	 	(6.0	)	 	 	(6.7	)	
Other 	 	 	3.3	 	 	 	4.0	 	
 	 	 		 	 	 		 	
 	 	 	33.2	%	 	 	38.5	%	
 	 	 		 	 	 		 	
7.     Profit-sharing plan 
        The Company has a 401(k) profit-sharing plan (the Plan) for its eligible employees. All employees, as defined, are eligible to participate after completion of three months of employment with the Company. Employee contributions to the Plan are subject to specific statutory limitations. The pre-tax voluntary contributions are limited to 20% of the aggregate compensation paid to the employee in all years of participation in the Plan. The Company’s contribution to the Plan is discretionary. The Company has contributed 50% of employee contributions up to a maximum of $1 per employee which totaled approximately $61 for the years ended September 30, 2000 and 2001. 
8.     Segments and geographic data 
        The Company views its operations and manages its business as one segment, the development and marketing of computer software and related services. The Company markets its products and services through the Company’s offices in the United States and its subsidiaries. North America includes the United States and Canada. Latin and South America includes Mexico. 

				Three Months	
		Year Ended		Ended	
		September 30,		December 31,	
					
		2000		2001		2000		2001	

						(unaudited)	
Revenues: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	North America 	 	$	8,441	 	 	$	8,581	 	 	$	2,002	 	 	$	2,241	 	
 	Europe, the Middle East and Africa 	 	 	3,089	 	 	 	4,826	 	 	 	1,337	 	 	 	1,260	 	
 	Asia/Pacific 	 	 	1,593	 	 	 	1,839	 	 	 	331	 	 	 	468	 	
 	Latin and South America 	 	 	666	 	 	 	670	 	 	 	313	 	 	 	356	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	$	13,789	 	 	$	15,916	 	 	$	3,983	 	 	$	4,325	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
F-62 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 
BASIS OF PRESENTATION 
(UNAUDITED) 
        The following unaudited pro forma combined condensed statements of operations for the year ended December 31, 2001 are based on the historical consolidated financial statements of Bentley Systems, Incorporated (Bentley or the Company) as adjusted to illustrate the estimated effects of the following transactions as if each transaction occurred on January 1, 2001: 
			
 	• 	The acquisition of GEOPAK Corporation (GEOPAK) on September 18, 2001; 	
 		
 	• 	The proposed acquisition of Rebis after the closing of the Offering; and 	
 		
 	• 	The repayment of the Acquisition Note due to Intergraph from proceeds of the proposed Offering. 	
        The following unaudited pro forma combined condensed balance sheet as of December 31, 2001 is based on the historical consolidated financial statements of Bentley, as adjusted to illustrate the estimated effects of the following transactions as if each transaction occurred on December 31, 2001: 
			
 	• 	The redesignation of Class A common stock as “common stock,” and the conversion of all other outstanding capital stock into common stock and the issuance of shares of common stock upon the automatic exercise, on a net issuance basis, of certain warrants held by certain executive officers and others. 	
 		
 	• 	The issuance of           shares of common stock for the proposed acquisition of Rebis, the sale of           shares of common stock at an assumed Offering price of $       per share, the application of the net proceeds including the payment of $       million in cash to fund a portion of the proposed acquisition of Rebis and $       million in cash to repay the Acquisition Note due to Intergraph Corporation. 	
        The unaudited pro forma combined condensed financial statements give effect to the GEOPAK and Rebis acquisitions under the purchase method of accounting. These statements are based on the historical financial statements of Bentley, GEOPAK and Rebis and assumptions set forth below and in the notes to the unaudited pro forma combined condensed financial statements. 
        The pro forma adjustments for the Rebis acquisition are based upon preliminary estimates, currently available information and certain assumptions that management deems appropriate. The unaudited pro forma combined condensed financial statements presented herein are not necessarily indicative of the combined results that Bentley would have obtained had such events occurred at the beginning of the period, as assumed, or of the future results of Bentley. The unaudited pro forma combined condensed financial statements should be read in connection with the other historical financial statements and notes thereto included elsewhere in this prospectus. 
F-63 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
PRO FORMA COMBINED CONDENSED BALANCE SHEET 
DECEMBER 31, 2001 (UNAUDITED) 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
		Bentley		Rebis		Adjustments		Pro forma	
									
ASSETS 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cash and cash equivalents 	 	$	12,994	 	 	$	2,971	 	 	 	 	 	 	 	 	 	
 	Accounts receivable, net 	 	 	62,183	 	 	 	2,008	 	 	 	 	 	 	 	 	 	
 	Income tax receivable 	 	 	2,059	 	 	 	—	 	 	 	 	 	 	 	 	 	
 	Deferred income taxes 	 	 	6,133	 	 	 	596	 	 	 	 	 	 	 	 	 	
 	Prepaid and other current assets 	 	 	4,378	 	 	 	208	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Total current assets 	 	 	87,747	 	 	 	5,783	 	 	 	 	 	 	 	 	 	
Property and equipment, net 	 	 	19,679	 	 	 	376	 	 	 	 	 	 	 	 	 	
Intangible assets, net of accumulated amortization of $13,897 	 	 	49,665	 	 	 	—	 	 	 	 	 	 	 	 	 	
Investments in affiliates 	 	 	2,122	 	 	 	—	 	 	 	 	 	 	 	 	 	
Other assets 	 	 	2,525	 	 	 	255	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	$	161,738	 	 	$	6,414	 	 	$	 	 	 	$	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
LIABILITIES, REDEEMABLE CONVERTIBLE SECURITIES AND STOCKHOLDERS’ EQUITY 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Short-term borrowings 	 	$	357	 	 	$	—	 	 	 	 	 	 	 	 	 	
 	Current maturities of long-term debt 	 	 	9,774	 	 	 	80	 	 	 	 	 	 	 	 	 	
 	Accounts payable 	 	 	8,273	 	 	 	751	 	 	 	 	 	 	 	 	 	
 	Accruals and other current liabilities 	 	 	19,320	 	 	 	1,843	 	 	 	 	 	 	 	 	 	
 	Deferred subscriptions revenues 	 	 	56,485	 	 	 	3,366	 	 	 	 	 	 	 	 	 	
 	Income taxes payable 	 	 	2,684	 	 	 	92	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Total current liabilities 	 	 	96,893	 	 	 	6,132	 	 	 	 	 	 	 	 	 	
Long-term debt 	 	 	14,386	 	 	 	9	 	 	 	 	 	 	 	 	 	
Deferred income taxes 	 	 	819	 	 	 	—	 	 	 	 	 	 	 	 	 	
Deferred subscriptions revenues 	 	 	3,012	 	 	 	—	 	 	 	 	 	 	 	 	 	
Deferred compensation 	 	 	5,261	 	 	 	—	 	 	 	 	 	 	 	 	 	
Redeemable convertible Series A preferred stock
(liquidation value of $24,753) 	 	 	24,753	 	 	 	—	 	 	 	 	 	 	 	 	 	
Redeemable convertible Class C common stock 	 	 	8,690	 	 	 	—	 	 	 	 	 	 	 	 	 	
Redeemable convertible Class D common stock 	 	 	5,910	 	 	 	—	 	 	 	 	 	 	 	 	 	
Redeemable common stock warrants 	 	 	1,740	 	 	 	—	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Total liabilities and redeemable convertible securities 	 	 	161,464	 	 	 	6,141	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Stockholders’ equity: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Class A and Class B Common stock, par value $0.01; 90,000,000 shares authorized (actual), 100,000,000 shares authorized (pro forma); 24,959,724 shares issued (actual);                shares issued (pro forma) 	 	 	250	 	 	 	1,938	 	 	 	 	 	 	 	 	 	
 	Additional paid-in capital 	 	 	18,250	 	 	 	—	 	 	 	 	 	 	 	 	 	
 	Notes receivable from stockholders 	 	 	(6,241	)	 	 	—	 	 	 	 	 	 	 	 	 	
 	Other comprehensive (loss) income 	 	 	(7,632	)	 	 	2	 	 	 	 	 	 	 	 	 	
 	Retained earnings (accumulated deficit) 	 	 	6,254	 	 	 	(1,667	)	 	 	 	 	 	 	 	 	
 	Less — Treasury stock; 2,031,750 shares at cost 	 	 	(10,607	)	 	 	—	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Total stockholders’ equity 	 	 	274	 	 	 	273	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	$	161,738	 	 	$	6,414	 	 	$	 	 	 	$	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
The accompanying notes are an integral part of this balance sheet. 
F-64 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS 
FOR THE YEAR ENDED DECEMBER 31, 2001 (UNAUDITED) 
(in thousands, except share and per share data) 

		Historical					
							
		Bentley		GEOPAK		Rebis					
											
		Year ended		January 1, 2001		Year ended					
		December 31,		to August 31,		December 31,		Pro forma			
		2001		2001		2001		Adjustments		Pro forma	
											
Revenues 	 	$	202,610	 	 	$	7,911	 	 	$	16,258	 	 	 	 	 	 	 	 	 	
Cost of revenues 	 	 	54,681	 	 	 	4,934	 	 	 	3,925	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 	 	 	 	 	 	 	
Gross profit 	 	 	147,929	 	 	 	2,977	 	 	 	12,333	 	 	 	 	 	 	 	 	 	
Operating expenses: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Research and development 	 	 	40,526	 	 	 	352	 	 	 	3,224	 	 	 	 	 	 	 	 	 	
 	Selling and marketing 	 	 	74,686	 	 	 	730	 	 	 	5,149	 	 	 	 	 	 	 	 	 	
 	General and administrative 	 	 	16,259	 	 	 	1,823	 	 	 	2,389	 	 	 	 	 	 	 	 	 	
 	Amortization of acquired intangibles 	 	 	6,487	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total operating expenses 	 	 	137,958	 	 	 	2,905	 	 	 	10,762	 	 	 	 	 	 	 	 	 	
Income from operations 	 	 	9,971	 	 	 	72	 	 	 	1,571	 	 	 	 	 	 	 	 	 	
Interest expense, net 	 	 	(3,462	)	 	 	—	 	 	 	(16	)	 	 	 	 	 	 	 	 	
Other income, net 	 	 	188	 	 	 	247	 	 	 	104	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Income before income taxes 	 	 	6,697	 	 	 	319	 	 	 	1,659	 	 	 	 	 	 	 	 	 	
Provision for income taxes 	 	 	2,612	 	 	 	143	 	 	 	619	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income 	 	$	4,085	 	 	$	176	 	 	$	1,040	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Deemed Dividends on redeemable convertible Series A Preferred stock, Senior redeemable convertible Class C and Class D common stock 	 	 	7,014	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	
Cash Dividends on Senior redeemable convertible Class C common stock and Rebis preferred stock 	 	 	2,315	 	 	 	—	 	 	 	45	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net income (loss) applicable to common stockholders 	 	$	(5,244	)	 	$	176	 	 	$	995	 	 	$	 	 	 	$	 	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Pro forma net income (loss) per share: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	
 	Diluted 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	
Shares used in computing pro forma net income (loss) per share: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Basic 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Diluted 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of this statement. 
F-65 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 
(UNAUDITED) 
1.     Historical Financial Statements 
        The historical financial information represents the financial position and results of operations for Bentley, GEOPAK and Rebis and was derived from the financial statements of the respective companies. The Bentley financial information was derived from audited financial statements included herein. The Geopak financial information was derived from audited financial statements included herein. The Rebis financial information was derived from its unaudited financial statements. 
        The Company has included audited and unaudited historical financial statements for the GEOPAK and Rebis acquisitions in accordance with Securities and Exchange Commission Regulation S-X Rule No. 3-05. The unaudited pro forma consolidated financial statements should be read in conjunction with the other historical financial statements and notes thereto included elsewhere in this Registration Statement. 
2.     Acquisition of Rebis 
        The acquisition of Rebis will be recorded under the purchase method of accounting. The purchase price and preliminary allocation of the purchase price to the net assets acquired are as follows: 
 	 	 	 	 	 	
Purchase price — 	 	 	 	 	
 	Cash 	 	$	 	 	
 	Value of common stock 	 	 	 	 	
 	Value of options issued to purchase common stock 	 	 	 	 	
 	 	 		 	
 	 	$	 	 	

Purchase price allocation — 	 	 	 	 	
 	Current assets 	 	$	 	 	
 	Property and equipment 	 	 	 	 	
 	Other assets 	 	 	 	 	
 	Intangible assets 	 	 	 	 	
 	Current liabilities 	 	 	 	 	
 	Long-term liabilities 	 	 	 	 	
 	 	 		 	
 	 	$	 	 	
 	 	 		 	
        The final purchase price allocation will be based on the net assets acquired as of the closing date of the transaction. 

3.	Pro Forma Combined Condensed Balance Sheet — Pro Forma Adjustments as of December 31, 2001	
        (a) To reflect, upon the closing of the Offering, the conversion of all outstanding convertible capital stock into the Company’s common stock and the issuance of shares of the Company’s common stock upon the automatic exercise, on a net issuance basis, of certain warrants held by certain of the Company’s executive officers and others. Additionally, the Class A common stock will be redesignated as “common stock” upon the closing of the offering. 
        (b) To reflect the sale of                shares of the Company’s common stock at an assumed initial public offering price of $          per share and the application of the net proceeds as described under “Use of Proceeds”, including $               to repay the Acquisition Note. 
        (c) To record the acquisition of Rebis. 
F-66 

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES 
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 
4.     2001 Pro Forma Combined Condensed Statement of Operations — Pro Forma Adjustments 
GEOPAK 
        (a) Represents increase in historical amortization expense as a result of an allocation of the purchase price (see Note 2 to Notes to Consolidated Financial Statements of Bentley). 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
		Estimated		Amortization		Pro Forma	
Amortizable Assets		Fair Values		Period		Expense	
							
Software and technology 	 	$	2,050	 	 	 	3 years	 	 	$	683	 	
Customer relationships 	 	 	1,940	 	 	 	10 years	 	 	 	194	 	
 	 	 	 	 	 	 	 	 	 	 		 	
 	Pro forma amortization expense 	 	 	 	 	 	 	 	 	 	 	877	 	
 	Historical — 2001 amortization 	 	 	 	 	 	 	 	 	 	 	292	 	
 	 	 	 	 	 	 	 	 	 	 		 	
 	Pro forma increase in amortization from GEOPAK acquisition 	 	 	 	 	 	 	 	 	 	$	585	 	
 	 	 	 	 	 	 	 	 	 	 		 	
Rebis 
        (b) Represents increase in historical amortization expense as a result of an allocation of the Rebis acquisition purchase price (see Note 3 to Notes to Consolidated Financial Statements of Bentley). 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
		Estimated		Amortization		Pro Forma	
Amortizable Assets		Fair Values		Period		Expense	
							
Customer relationships 	 	$	 	 	 	 	 	 	 	$	 	 	
Software and technology 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 		 	
 	Pro forma amortization expense 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Historical — 2001 amortization 	 	 	 	 	 	 	 	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 		 	
 	Pro forma increase in amortization from Rebis acquisition 	 	 	 	 	 	 	 	 	 	$	 	 	
 	 	 	 	 	 	 	 	 	 	 		 	
        (c) Represents the elimination of certain intercompany transactions between Bentley and GEOPAK. 
        (d) Represents decrease in interest expense on the Acquisition Note, which was repaid from the proceeds of the Offering, as if the Acquisition Note was repaid on January 1, 2001. 
        (e) Represents the impact of applying the Company’s effective tax rate for the year ended December 31, 2001. 
5.     Unaudited Pro Forma Basic and Diluted Net Income Per Share 
        Unaudited pro forma basic and diluted net income (loss) per share has been calculated using the net income (loss) before dividends or Preferred Stock, Class C Common Stock and Class D Common Stock and assumes the conversion of all outstanding shares of Preferred Stock, Class C Common Stock and Class D Common Stock into shares of common stock, as if the shares had converted immediately upon their issuance. In addition, the shares of common stock issued in connection with the proposed Rebis acquisition are included in the calculation. 
F-67 

 

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. 
TABLE OF CONTENTS 
 	 	 	 	 	
		Page	
			
Prospectus Summary 	 	 	1	 	
Risk Factors 	 	 	6	 	
Forward-Looking Statements 	 	 	14	 	
Use of Proceeds 	 	 	15	 	
Dividend Policy 	 	 	15	 	
Capitalization 	 	 	16	 	
Dilution 	 	 	18	 	
Selected Consolidated Financial Data 	 	 	20	 	
Management’s Discussion and Analysis of Financial Condition and Results of Operations 	 	 	22	 	
Business 	 	 	37	 	
Management 	 	 	53	 	
Certain Relationships and Related Transactions 	 	 	61	 	
Principal and Selling Stockholders 	 	 	64	 	
Description of Capital Stock 	 	 	66	 	
Shares Eligible for Future Sale 	 	 	72	 	
Underwriting 	 	 	74	 	
Legal Matters 	 	 	77	 	
Experts 	 	 	78	 	
Where You Can Find More Information 	 	 	78	 	
Index to Financial Statements 	 	 	F-1	 	
Until                     , 2002 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions. 
 
                        Shares 
Common Stock 
LEHMAN BROTHERS 
DEUTSCHE BANK SECURITIES 
SG COWEN 
WACHOVIA SECURITIES 

PART II 
INFORMATION NOT REQUIRED IN PROSPECTUS 
Item 13.     Other Expenses of Issuance and Distribution. 
        The following is an estimate of all expenses (subject to future contingencies) incurred or expected to be incurred by Bentley Systems, Incorporated in connection with the issuance and distribution of the securities being offered hereby (other than underwriting discounts and commissions and underwriters’ non-accountable expense allowance): 
 	 	 	 	 	 	
Securities and Exchange Commission registration fee 	 	$	15,870	 	
NASD filing fee 	 	 	17,750	 	
New York Stock Exchange filing fee 	 	 	*	 	
Printing and engraving expenses 	 	 	*	 	
Legal fees and expenses 	 	 	*	 	
Accounting fees and expenses 	 	 	*	 	
Blue Sky fees and expenses (including legal fees) 	 	 	*	 	
Transfer agent and registrar fees and expenses 	 	 	*	 	
Miscellaneous 	 	 	*	 	
 	 	 		 	
 	Total 	 	$	*	 	

		
* 	To be supplied by amendment. 	
Item 14.     Indemnification of Directors and Officers. 
        The registrant’s amended and restated certificate of incorporation, currently states that a director of the registrant shall have no personal liability to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that Section 102(b)(7) (or any successor provision) of the Delaware General Corporation Law, as amended from time to time, expressly provides that the liability of a director may not be eliminated or limited. No amendment or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the registrant for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. 
        The registrant’s amended and restated by-laws require the registrant to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the registrant, or is or was serving while a director or officer of the registrant at its request as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under Delaware law. Any person claiming indemnification as provided in the by-laws shall be entitled to advances from the registrant for payment of the expenses of defending actions against such person in the manner and to the full extent permissible under Delaware law. On the request of any person requesting indemnification under such provisions, the board of directors of the registrant or a committee thereof shall determine whether such indemnification is permissible or such determination shall be made by independent legal counsel if the board or committee so directs or if the board or committee is not empowered by statute to make such determination. 
        The indemnification and advancement of expenses provided by the by-laws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any insurance or other agreement, vote of stockholders or disinterested directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding 
II-1 

an office and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person. The registrant shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the registrant or is or was serving at its request as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the registrant would have the power to indemnify him against such liability under the provisions of the by-laws. 
        The duties of the registrant to indemnify and to advance expenses to a director or officer provided in the by-laws shall be in the nature of a contract between the registrant and each such director or officer and no amendment or repeal of any such provision of the by-laws shall alter, to the detriment of such director or officer, the right of such person to the advancement of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination. 
        Delaware law also permits indemnification in connection with a proceeding brought by or in the right of the registrant to procure a judgment in its favor. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Securities Act and is therefore unenforceable. The registrant has directors and officers liability insurance. 
        The underwriting agreement filed as Exhibit 1.1 to this registration statement contains provisions indemnifying our officers and directors, against liabilities arising, under the Securities Act, or otherwise. 
Item 15.     Recent Sales of Unregistered Securities. 
        Except as set forth below, during the past three years, Bentley Systems, Incorporated has issued unregistered securities to a limited number of persons as described below. 
        (a)     Since 1995, the registrant granted options under its 1995 Stock Option Plan to purchase an aggregate of 1,075,080 shares of Class A common stock to certain of its employees and executive officers. The options had an exercise price of $2.535 or $8.37 per share. Such issuances were made without consideration and any exercises thereof did not constitute sales of a security within the meaning of the Securities Act or, alternatively, were made pursuant to Section 4(2) of the Securities Act or Rule 506, Rule 701 or Regulation S promulgated thereunder. 
        (b)     Since 1997, the registrant granted options under its 1997 Stock Option Plan to purchase an aggregate of 4,035,198 shares of Class B common stock to certain of its employees and executive officers. The options had various exercise prices, ranging from $2.22 to $10.00 per share. Such issuances were made without consideration and any exercises thereof did not constitute sales of a security within the meaning of the Securities Act or, alternatively, were made pursuant to Section 4(2) of the Securities Act or Rule 506, Rule 701 or Regulation S promulgated thereunder. 
        (c)     The registrant issued an aggregate of 63,568 shares of Class B common stock to UMB Bank, N.A., as trustee of the registrant’s profit sharing/ 401(k) plan. Such issuances were made as contribution to the registrant’s profit sharing/401(k) plan for the benefit of U.S. employees and did not constitute sales of a security within the meaning of the Securities Act or, alternatively, were made pursuant to Section 4(2) of the Securities Act or Rule 701 promulgated thereunder. 
        (d)     On August 6, 1999, the registrant sold an aggregate of 1,000,000 shares of Class A common stock to certain of our executive officers for an aggregate of $5.1 million. The foregoing purchases and sales were exempt from registration under the Securities Act pursuant to Section 4(2) and Rule 506 promulgated thereunder. 
        (e)     In connection with the registrant’s acquisition of HMR Inc. on May 31, 2000, the registrant issued 40,274 shares of Class B common stock and 221,318 shares of one of its Canadian subsidiaries 
II-2 

(such shares are exchangeable into shares of Class B common stock on a one-for-one basis) to the stockholders of HMR Inc. The issuance of these shares was exempt from registration under the Securities Act pursuant Regulation S promulgated thereunder. 
        (f)     On December 26, 2000, the registrant issued 75,000 shares of Senior Class C common stock and warrants to purchase up to 1,040,000 shares of Class B common stock to six accredited investors for $7,500,000. Three of the six purchasers were directors and executive officers of the registrant. The foregoing purchases and sales were exempt from registration under the Securities Act pursuant to Section 4(2) thereof and Rule 506 promulgated thereunder. 
        (g)     On December 26, 2000, the registrant issued warrants to purchase up to 988,290 shares of Class B common stock to two U.S. commercial banks in consideration for providing the registrant with a $32 million revolving credit facility. The issuance of these warrants was exempt from registration under the Securities Act pursuant to Section 4(2) thereof and Rule 506 promulgated thereunder. 
        (h)     On July 2, 2001, the registrant issued warrants to purchase up to 579,984 shares of Class B common stock to three of its executive officers and directors and their respective spouses in consideration for their guaranty of a portion of the registrant’s $32 million revolving credit facility. The issuance of these warrants was exempt from registration under the Securities Act pursuant to Section 4(2) thereof and Rule 506 promulgated thereunder. 
        (i)     On July 2, 2001, the registrant issued 26,000 shares of Senior Class C common stock and warrants to purchase up to 360,533.34 shares of Class B common stock to two accredited investors, one of whom was an executive officer, for $2,600,000. The foregoing purchases and sales were exempt from registration under the Securities Act pursuant to Section 4(2) thereof and Rule 506 promulgated thereunder. 
        (j)     On September 18, 2001, the registrant issued 40,000 shares of Senior Class C common stock, 480,000 shares of Class D common stock and warrants to purchase up to 554,667 shares of Class B common stock to the stockholders of Geopak Corporation in consideration for the merger of Geopak Corporation with and into one of the registrant’s wholly-owned subsidiaries. The issuance of these shares and warrants was exempt from registration under the Securities Act pursuant to Section 4(2) thereof and Rule 506 promulgated thereunder. 
        (k)     Pursuant to a Purchase and Option Agreement dated January 25, 2002, among the registrant and the stockholders of Rebis, entered into in connection with the registrant’s proposed acquisition of Rebis, the registrant expects to issue approximately                     shares of its common stock to the stockholders of Rebis. The issuance of these shares will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof and Rule 506 promulgated thereunder. 
        None of the foregoing transactions involved any underwriters, underwriting discounts and commissions, or any public offering. The recipients in such transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution and appropriate legends were affixed to the share certificates and instruments issued in those transactions. 
Item 16.     Exhibits and Financial Statement Schedules. 
(a)     Exhibits: 
 	 	 	 	 	
Exhibit			
Number		Description	
			
 	1.1	 	 	Form of Underwriting Agreement.# 	
 	2.1	 	 	Asset Purchase Agreement, dated December 26, 2000, among Bentley Systems, Incorporated, Bentley Systems Europe BV, Intergraph Corporation and various direct and indirect majority subsidiaries of Intergraph Corporation identified on the signature pages thereto.* 	
II-3 

 	 	 	 	 	
Exhibit			
Number		Description	
			
 	2.2	 	 	Amendment No. 1 to Asset Purchase Agreement, dated December 7, 2001, among Bentley Systems, Incorporated and Intergraph Corporation.* 	
 	2.3	 	 	Agreement and Plan of Merger, dated September 18, 2001, among Bentley Systems, Incorporated, GP Acquisition Sub, Inc., Geopak Corporation, Francisco Norona, Gabriel Norona, Richard D. Bowman, Andrew Panayotoff, Orestes Norat and Robert Cormack.* 	
 	2.4	 	 	Stock Purchase Agreement, dated as of April 26, 2000, among Bentley Systems, Incorporated, HMR Inc., 9090-0952 Quebec, Inc., 9090-0960 Quebec Inc., Societe Innovatech Quebec et Chaudiere Applaches and the stockholders of HMR Inc. named therein.* 	
 	2.5	 	 	Purchase and Option Agreement, dated January 25, 2002, among Bentley Systems, Incorporated, Rebis and the stockholders of Rebis named therein.* 	
 	3.1	 	 	Certificate of Incorporation of Bentley Systems, Incorporated, as amended.* 	
 	3.2	 	 	Form of Amended and Restated Certificate of Incorporation of Bentley Systems, Incorporated (to be filed immediately prior to the closing of this offering).# 	
 	3.3	 	 	By-laws of Bentley Systems, Incorporated, as amended.* 	
 	3.4	 	 	Form of Amended and Restated By-laws of Bentley Systems (to be adopted immediately prior to the closing of this offering).# 	
 	4.1	 	 	Rights Agreement between Bentley Systems, Incorporated and                dated as of           , 2002.# 	
 	4.2	 	 	Form of Common Stock Certificate.# 	
 	5.1	 	 	Opinion of Drinker Biddle & Reath LLP regarding legality of securities being registered.# 	
 	10.1	 	 	Revolving Credit and Security Agreement, dated December 26, 2000, among Bentley Systems, Incorporated, Bentley Software, Inc., Atlantech Solutions, Inc., PNC Bank, National Association, as agent and the lenders named therein.* 	
 	10.2	 	 	First Amendment to Revolving Credit and Security Agreement, dated October 4, 2001, among Bentley Systems, Incorporated, Bentley Software, Inc., Atlantech Solutions, Inc., PNC Bank, National Association, as agent, and the lenders named therein.* 	
 	10.3	 	 	Second Amendment and Joinder to Revolving Credit and Security Agreement, dated February 4, 2002, among Bentley Systems, Incorporated, Bentley Software, Inc., Atlantech Solutions, Inc., Geopak Corporation, PNC Bank, National Association, as agent, and the lenders named therein.* 	
 	10.4	 	 	Form of Promissory Note, dated August 6, 1999, payable to the order of Bentley Systems, Incorporated.* 	
 	10.5	 	 	Secured Note, dated December 1, 2000, with Bentley Systems, Incorporated as maker and Intergraph Corporation as payee.* 	
 	10.6	 	 	Security Agreement, dated as of December 26, 2000, between Bentley Systems, Incorporated and Intergraph Corporation.* 	
 	10.7	 	 	Escrow Agreement, dated as of September 18, 1998, among Bentley Systems, Incorporated, Bachow Investment Partners III, L.P. and Wilmington Trust Company, as escrow agent.* 	
 	10.8	 	 	Bentley Systems, Incorporated 1995 Stock Option Plan, adopted on March 28, 1995.* 	
 	10.9	 	 	Bentley Systems, Incorporated 1997 Stock Option Plan, adopted on September 29, 1997.* 	
 	10.10	 	 	Bentley Systems, Incorporated Amendment No. 1 to the 1997 Stock Option Plan, adopted on February 17, 2000.* 	
 	10.11	 	 	Bentley Systems, Incorporated 2002 Stock Option Plan, adopted on           , 2002.# 	
 	10.12	 	 	Bentley Systems, Incorporated Non-employee Director Stock Option Plan, adopted on           , 2002.# 	
 	10.13	 	 	Description of Executive Incentive Plan.# 	
 	10.14	 	 	Description of Bentley Incentive Plan.# 	
 	10.15	 	 	Form of Common Stock Purchase Warrant issued by Bentley Systems, Incorporated.* 	
II-4 

 	 	 	 	 	
Exhibit			
Number		Description	
			
 	10.16	 	 	Form of Warrant Purchase Agreement dated December 26, 2000.* 	
 	10.17	 	 	Form of Common Stock Purchase Warrant, dated December 26, 2000, issued by Bentley Systems, Incorporated to PNC Bank, National Association and Citicorp USA, Inc.* 	
 	10.18	 	 	Form of Common Stock Purchase Warrant, dated July 2, 2001, issued by Bentley Systems, Incorporated.* 	
 	10.19	 	 	Form of Stock Pledge Agreement, dated August 6, 1999.* 	
 	10.20	 	 	Form of Deferred Compensation Agreement, dated August 6, 1999.* 	
 	10.21	 	 	Promissory Note, dated January 14, 2002, executed by Gregory and Caroline Bentley payable to the order of Bentley Systems, Incorporated in the original principal amount of $229,400.* 	
 	10.22	 	 	Pledge Agreement, dated January 14, 2002, between Gregory and Caroline Bentley and Bentley Systems, Incorporated.* 	
 	10.23	 	 	Warehouse and Shipping Outsourcing Agreement, dated as of October 1, 2001, between Bentley Systems, Incorporated and VideoRay, LLC.* 	
 	10.24	 	 	Securities Purchase Agreement, dated December 26, 2000, among Bentley Systems, Incorporated, the purchasers of Senior Class C common stock and Common Stock Purchase Warrants named therein, and, solely for the purposes of Sections 4.1(b) and 4.2, Raymond B. Bentley and Richard P. Bentley.* 	
 	10.25	 	 	Amendment to Securities Purchase Agreement, dated July 2, 2001, among Bentley Systems, Incorporated, the purchasers of Senior Class C common stock and Common Stock Purchase Warrants named therein.* 	
 	10.26	 	 	Joinder and Amendment to Securities Purchase Agreement, dated September 18, 2001, among Bentley Systems, Incorporated, Gabriel Norona, Francisco Norona, Richard D. Bowman, Andrew Panayotoff, Orestes Norat and Robert Cormack.* 	
 	10.27	 	 	Amended and Restated Information and Registration Rights Agreement, dated December 26, 2000, among Bentley Systems, Incorporated, Gregory S. Bentley, Keith A. Bentley, Barry J. Bentley, Cristobal Conde, David Ehret, Robert Greifeld, Bachow Investment Partners, III, L.P., PNC Bank, National Association and Citibank, N.A.* 	
 	10.28	 	 	Amendment to Amended and Restated Information and Registration Rights Agreement, dated July 2, 2001, among Bentley Systems, Incorporated, Gregory S. Bentley, Keith A. Bentley, Barry J. Bentley, Bachow Investment Partners III, L.P., PNC Bank, National Association, Citibank, N.A. and Cristobal Conde and David Ehret.* 	
 	10.29	 	 	Joinder to Amended and Restated Information and Registration Rights Agreement, dated September 18, 2001, by and among Bentley Systems, Incorporated, Gabriel Norona, Francisco Norona, Richard D. Bowman, Andrew Panayotoff, Orestes Norat and Robert Cormack.* 	
 	10.30	 	 	Settlement Agreement, dated March 26, 1999, between Bentley Systems, Incorporated and Intergraph Corporation.* 	
 	10.31	 	 	Employment Agreement between Bentley Systems, Incorporated and Greg Bentley.# 	
 	10.32	 	 	Employment Agreement between Bentley Systems, Incorporated and Keith A. Bentley.# 	
 	10.33	 	 	Employment Agreement between Bentley Systems, Incorporated and Barry J. Bentley, Ph.D.# 	
 	10.34	 	 	Employment Agreement between Bentley Systems, Incorporated and Raymond B. Bentley.# 	
 	10.35	 	 	OpenDWG Alliance Founding Membership Agreement (Amended and Restated), dated August 9, 1999, between Bentley Systems, Incorporated and OpenDWG Alliance, as amended.* 	
 	10.36	 	 	Product Integration and Marketing Agreement, dated October 13, 1997, between Bentley Systems, Incorporated and Electronic Data Systems Corporation, as amended.*+ 	
 	21	 	 	Subsidiaries of Bentley Systems, Incorporated.* 	
II-5 

 	 	 	 	 	
Exhibit			
Number		Description	
			
 	23.1	 	 	Consent of Arthur Andersen LLP.* 	
 	23.2	 	 	Consent of Drinker Biddle & Reath LLP (to be included in Exhibit 5.1).# 	
 	24.1	 	 	Power of Attorney (included on signature page).* 	
 	99.1	 	 	Letter regarding Arthur Andersen LLP.* 	

* 	Filed herewith. 	
		
#	To be filed by amendment. 	
 		
+	Confidential information has been omitted from these exhibits and filed separately with the Securities and Exchange Commission accompanied by a confidential treatment request pursuant to Rule 406 under the Securities Act of 1933, as amended. 	
(b)     Financial Statement Schedules 
        All information for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission is either included in the financial statements or is not required under the related instructions or is inapplicable and therefore has been omitted. 
Item 17.     Undertakings. 
        The undersigned registrant hereby undertakes that: 
        (1)     For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. 
        (2)     For the purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 
        (3)     It will provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. 
        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 
II-6 

SIGNATURES 
        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Exton, Pennsylvania on April 23, 2002. 
		
 	BENTLEY SYSTEMS, INCORPORATED 	
			
 	By: 	/s/ GREG BENTLEY 	

		
 	Greg Bentley 	
 	Chief Executive Officer, President and 	
 	Chairman of the Board 	
        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Greg Bentley and David Nation or each of them acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to sign (1) any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith and (2) any registration statement and any and all amendments thereto, relating to the offer covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated, on the 23rd day of April, 2002. 
 	 	 	
Signature		Title	

/s/ GREG BENTLEY

Greg Bentley
(Principal Executive Officer) 	 	
Chief Executive Officer, President,
Chairman of the Board and Director 	
 	
/s/ MALCOLM S. WALTER

Malcolm S. Walter
(Principal Financial Officer) 	 	
Chief Financial Officer and Senior Vice President 	
 	
/s/ JAMES A. KING

James A. King
(Principal Accounting Officer) 	 	
Vice President, Finance 	
 	
/s/ KEITH A. BENTLEY

Keith A. Bentley 	 	
Director and Co-Chief Technology Officer 	
II-7 

 	 	 	
Signature		Title	

/s/ BARRY J. BENTLEY

Barry J. Bentley, Ph.D. 	 	
Director and Co-Chief Technology Officer 	
 	
/s/ KIRK B. GRISWOLD

Kirk B. Griswold 	 	
Director 	
II-8 

EXHIBIT INDEX 
 	 	 	 	 	
Exhibit			
Number		Description	
			
 	1.1	 	 	Form of Underwriting Agreement.# 	
 	2.1	 	 	Asset Purchase Agreement, dated December 26, 2000, among Bentley Systems, Incorporated, Bentley Systems Europe BV, Intergraph Corporation and various direct and indirect majority subsidiaries of Intergraph Corporation identified on the signature pages thereto.* 	
 	2.2	 	 	Amendment No. 1 to Asset Purchase Agreement, dated December 7, 2001, among Bentley Systems, Incorporated and Intergraph Corporation.* 	
 	2.3	 	 	Agreement and Plan of Merger, dated September 18, 2001, among Bentley Systems, Incorporated, GP Acquisition Sub, Inc., Geopak Corporation, Francisco Norona, Gabriel Norona, Richard D. Bowman, Andrew Panayotoff, Orestes Norat and Robert Cormack.* 	
 	2.4	 	 	Stock Purchase Agreement, dated as of April 26, 2000, among Bentley Systems, Incorporated, HMR Inc., 9090-0952 Quebec, Inc., 9090-0960 Quebec Inc., Societe Innovatech Quebec et Chaudiere Applaches and the stockholders of HMR Inc. named therein.* 	
 	2.5	 	 	Purchase and Option Agreement, dated January 25, 2002, among Bentley Systems, Incorporated, Rebis and the stockholders of Rebis named therein.* 	
 	3.1	 	 	Certificate of Incorporation of Bentley Systems, Incorporated, as amended.* 	
 	3.2	 	 	Form of Amended and Restated Certificate of Incorporation of Bentley Systems, Incorporated (to be filed immediately prior to the closing of this offering).# 	
 	3.3	 	 	By-laws of Bentley Systems, Incorporated, as amended.* 	
 	3.4	 	 	Form of Amended and Restated By-laws of Bentley Systems (to be adopted immediately prior to the closing of this offering).# 	
 	4.1	 	 	Rights Agreement between Bentley Systems, Incorporated and                dated as of           , 2002.# 	
 	4.2	 	 	Form of Common Stock Certificate.# 	
 	5.1	 	 	Opinion of Drinker Biddle & Reath LLP regarding legality of securities being registered.# 	
 	10.1	 	 	Revolving Credit and Security Agreement, dated December 26, 2000, among Bentley Systems, Incorporated, Bentley Software, Inc., Atlantech Solutions, Inc., PNC Bank, National Association, as agent and the lenders named therein.* 	
 	10.2	 	 	First Amendment to Revolving Credit and Security Agreement, dated October 4, 2001, among Bentley Systems, Incorporated, Bentley Software, Inc., Atlantech Solutions, Inc., PNC Bank, National Association, as agent, and the lenders named therein.* 	
 	10.3	 	 	Second Amendment and Joinder to Revolving Credit and Security Agreement, dated February 4, 2002, among Bentley Systems, Incorporated, Bentley Software, Inc., Atlantech Solutions, Inc., Geopak Corporation, PNC Bank, National Association, as agent, and the lenders named therein.* 	
 	10.4	 	 	Form of Promissory Note, dated August 6, 1999, payable to the order of Bentley Systems, Incorporated.* 	
 	10.5	 	 	Secured Note, dated December 1, 2000, with Bentley Systems, Incorporated as maker and Intergraph Corporation as payee.* 	
 	10.6	 	 	Security Agreement, dated as of December 26, 2000, between Bentley Systems, Incorporated and Intergraph Corporation.* 	
 	10.7	 	 	Escrow Agreement, dated as of September 18, 1998, among Bentley Systems, Incorporated, Bachow Investment Partners III, L.P. and Wilmington Trust Company, as escrow agent.* 	
 	10.8	 	 	Bentley Systems, Incorporated 1995 Stock Option Plan, adopted on March 28, 1995.* 	
 	10.9	 	 	Bentley Systems, Incorporated 1997 Stock Option Plan, adopted on September 29, 1997.* 	
 	10.10	 	 	Bentley Systems, Incorporated Amendment No. 1 to the 1997 Stock Option Plan, adopted on February 17, 2000.* 	

 	 	 	 	 	
Exhibit			
Number		Description	
			
 	10.11	 	 	Bentley Systems, Incorporated 2002 Stock Option Plan, adopted on           , 2002.# 	
 	10.12	 	 	Bentley Systems, Incorporated Non-employee Director Stock Option Plan, adopted on           , 2002.# 	
 	10.13	 	 	Description of Executive Incentive Plan.# 	
 	10.14	 	 	Description of Bentley Incentive Plan.# 	
 	10.15	 	 	Form of Common Stock Purchase Warrant issued by Bentley Systems, Incorporated.* 	
 	10.16	 	 	Form of Warrant Purchase Agreement dated December 26, 2000.* 	
 	10.17	 	 	Form of Common Stock Purchase Warrant, dated December 26, 2000, issued by Bentley Systems, Incorporated to PNC Bank, National Association and Citicorp USA, Inc.* 	
 	10.18	 	 	Form of Common Stock Purchase Warrant, dated July 2, 2001, issued by Bentley Systems, Incorporated.* 	
 	10.19	 	 	Form of Stock Pledge Agreement, dated August 6, 1999.* 	
 	10.20	 	 	Form of Deferred Compensation Agreement, dated August 6, 1999.* 	
 	10.21	 	 	Promissory Note, dated January 14, 2002, executed by Gregory and Caroline Bentley payable to the order of Bentley Systems, Incorporated in the original principal amount of $229,400.* 	
 	10.22	 	 	Pledge Agreement, dated January 14, 2002, between Gregory and Caroline Bentley and Bentley Systems, Incorporated.* 	
 	10.23	 	 	Warehouse and Shipping Outsourcing Agreement, dated as of October 1, 2001, between Bentley Systems, Incorporated and VideoRay, LLC.* 	
 	10.24	 	 	Securities Purchase Agreement, dated December 26, 2000, among Bentley Systems, Incorporated, the purchasers of Senior Class C common stock and Common Stock Purchase Warrants named therein, and, solely for the purposes of Sections 4.1(b) and 4.2, Raymond B. Bentley and Richard P. Bentley.* 	
 	10.25	 	 	Amendment to Securities Purchase Agreement, dated July 2, 2001, among Bentley Systems, Incorporated, the purchasers of Senior Class C common stock and Common Stock Purchase Warrants named therein.* 	
 	10.26	 	 	Joinder and Amendment to Securities Purchase Agreement, dated September 18, 2001, among Bentley Systems, Incorporated, Gabriel Norona, Francisco Norona, Richard D. Bowman, Andrew Panayotoff, Orestes Norat and Robert Cormack.* 	
 	10.27	 	 	Amended and Restated Information and Registration Rights Agreement, dated December 26, 2000, among Bentley Systems, Incorporated, Gregory S. Bentley, Keith A. Bentley, Barry J. Bentley, Cristobal Conde, David Ehret, Robert Greifeld, Bachow Investment Partners, III, L.P., PNC Bank, National Association and Citibank, N.A.* 	
 	10.28	 	 	Amendment to Amended and Restated Information and Registration Rights Agreement, dated July 2, 2001, among Bentley Systems, Incorporated, Gregory S. Bentley, Keith A. Bentley, Barry J. Bentley, Bachow Investment Partners III, L.P., PNC Bank, National Association, Citibank, N.A. and Cristobal Conde and David Ehret.* 	
 	10.29	 	 	Joinder to Amended and Restated Information and Registration Rights Agreement, dated September 18, 2001, by and among Bentley Systems, Incorporated, Gabriel Norona, Francisco Norona, Richard D. Bowman, Andrew Panayotoff, Orestes Norat and Robert Cormack.* 	
 	10.30	 	 	Settlement Agreement, dated March 26, 1999, between Bentley Systems, Incorporated and Intergraph Corporation.* 	
 	10.31	 	 	Employment Agreement between Bentley Systems, Incorporated and Greg Bentley.# 	
 	10.32	 	 	Employment Agreement between Bentley Systems, Incorporated and Keith A. Bentley.# 	
 	10.33	 	 	Employment Agreement between Bentley Systems, Incorporated and Barry J. Bentley, Ph.D.# 	
 	10.34	 	 	Employment Agreement between Bentley Systems, Incorporated and Raymond B. Bentley.# 	

 	 	 	 	 	
Exhibit			
Number		Description	
			
 	10.35	 	 	OpenDWG Alliance Founding Membership Agreement (Amended and Restated), dated August 9, 1999, between Bentley Systems, Incorporated and OpenDWG Alliance, as amended.* 	
 	10.36	 	 	Product Integration and Marketing Agreement, dated October 13, 1997, between Bentley Systems, Incorporated and Electronic Data Systems Corporation, as amended.*+ 	
 	21	 	 	Subsidiaries of Bentley Systems, Incorporated.* 	
 	23.1	 	 	Consent of Arthur Andersen LLP.* 	
 	23.2	 	 	Consent of Drinker Biddle & Reath LLP (to be included in Exhibit 5.1).# 	
 	24.1	 	 	Power of Attorney (included on signature page).* 	
 	99.1	 	 	Letter regarding Arthur Andersen LLP.* 	

* 	Filed herewith. 	
		
#	To be filed by amendment. 	
 		
+	Confidential information has been omitted from these exhibits and filed separately with the Securities and Exchange Commission accompanied by a confidential treatment request pursuant to Rule 406 under the Securities Act of 1933, as amended. 	

                                                                     EXHIBIT 2.1

                            ASSET PURCHASE AGREEMENT

                                       BY

                                       AND

                                      AMONG

                             INTERGRAPH CORPORATION,

                  THE OTHER SELLING ENTITIES SPECIFIED HEREIN,

                          BENTLEY SYSTEMS, INCORPORATED

                                       AND

                            BENTLEY SYSTEMS EUROPE BV

                            ASSET PURCHASE AGREEMENT

                                TABLE OF CONTENTS

                                                                                                                   Page
                                                                                                                   ----
                                                                                                             
ARTICLE I                  DEFINITIONS..........................................................................     1
         1.1               Certain Definitions..................................................................     1
         1.2               Other................................................................................    11
ARTICLE II                 CLOSING; CONSIDERATION; LIABILITIES; ALLOCATION; AND LOCAL PURCHASING AGREEMENTS.....    12
         2.1               Time and Place of Closing............................................................    12
         2.2               Acquisition of the Acquired Assets...................................................    12
         2.3               Closing Deliveries by Bentley........................................................    14
         2.4               Closing Deliveries by the Selling Entities...........................................    15
         2.5               No Assumption of Liabilities.........................................................    17
         2.6               Tax Allocation.......................................................................    17
         2.7               Consents.............................................................................    17
         2.8               Non-Assignment of Third-Party License Agreements.....................................    17
ARTICLE III                REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES...............................    18
         3.1               Corporate Existence and Authority....................................................    18
         3.2               Authorization and Effect of Agreement, Etc...........................................    18
         3.3               No Violation.........................................................................    19
         3.4               Consents.............................................................................    19
         3.5               General Warranty.....................................................................    19
         3.6               Challenges To This Agreement.........................................................    19
         3.7               Financial Information................................................................    20
         3.8               Customer Discounts...................................................................    20
         3.9               Absence of Changes...................................................................    20
         3.10              Taxes................................................................................    20
         3.11              Disputes and Litigation..............................................................    20
         3.12              Environmental Matters................................................................    20
         3.13              Millennium Compliance................................................................    21
         3.14              Certain Relationships................................................................    21
         3.15              Title to Properties and Absence of Liens; Sufficiency of Assets......................    21
         3.16              Compliance with Law..................................................................    21
         3.17              Contracts............................................................................    21
         3.18              Employees............................................................................    22
         3.19              Employee Benefit Matters.............................................................    24
         3.20              Compliance with Export Laws..........................................................    25
         3.21              Inventories..........................................................................    25
         3.22              Intellectual Property................................................................    25
         3.23              Software.............................................................................    28
         3.24              Development and Protection of the Owned IP...........................................    29
         3.25              Brokers..............................................................................    31

                                     - i -

                            ASSET PURCHASE AGREEMENT

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                                   Page
                                                                                                                   ----
                                                                                                             
ARTICLE IV                 REPRESENTATIONS AND WARRANTIES OF BENTLEY............................................    31
         4.1               Corporate Existence and Authority....................................................    31
         4.2               Authorization and Effect of Agreement, Etc...........................................    31
         4.3               No Violation.........................................................................    32
         4.4               Consents.............................................................................    32
         4.5               Challenges To This Agreement.........................................................    32
         4.6               Brokers..............................................................................    32
ARTICLE V                  COVENANTS OF THE SELLING ENTITIES....................................................    33
         5.1               Consummation of Transactions.........................................................    33
         5.2               Conduct of Business..................................................................    33
         5.3               Preservation of Business.............................................................    33
         5.4               Access to Information................................................................    35
         5.5               Notification of Certain Matters......................................................    35
         5.6               Non-Solicitation.....................................................................    35
         5.7               Further Assurances; Transition Period................................................    35
         5.8               Non-Competition......................................................................    36
         5.9               Certain Employee Benefit Matters.....................................................    37
         5.10              Enforcement of Certain Contracts and Confidentiality Agreements......................    38
         5.11              Confidential Information.............................................................    38
         5.12              Assistance and Cooperation...........................................................    39
ARTICLE VI                 COVENANTS OF BENTLEY.................................................................    40
         6.1               Consummation of Transactions.........................................................    40
         6.2               Notification of Certain Matters......................................................    40
         6.3               Employment...........................................................................    40
         6.4               Trade Names and Service Marks........................................................    40
         6.5               Assistance and Cooperation...........................................................    41
         6.6               Transfer of Certain Non-U.S. Pension Assets..........................................    41
ARTICLE VII                MAINTENANCE..........................................................................    41
         7.1               Transferred Maintenance Revenues.....................................................    41
         7.2               Payment of Transferred Maintenance Revenues to Bentley and BSI Netherlands...........    42
         7.3               Renewed Maintenance Revenues.........................................................    42
         7.4               Foreign Currencies...................................................................    43
         7.5               CAD II Maintenance...................................................................    43
ARTICLE VIII               CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BENTLEY...................................    44
         8.1               Representations and Warranties.......................................................    44
         8.2               Performance by Selling Entities......................................................    44
         8.3               Prohibitions, Restrictions and Litigation............................................    44
         8.4               Consents.............................................................................    44
         8.5               Lien Searches........................................................................    44
         8.6               Obtaining of Financing...............................................................    45

                                     - ii -

                            ASSET PURCHASE AGREEMENT

                                TABLE OF CONTENTS

                                   (continued)

                                                                                                                   Page
                                                                                                                   ----
                                                                                                             
         8.7               Certificate of the Selling Entities and Certain Officers.............................    45
         8.8               Absence of Material Adverse Change...................................................    45
         8.9               Closing Deliveries...................................................................    45
ARTICLE IX                 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLING ENTITIES......................    45
         9.1               Representations and Warranties.......................................................    45
         9.2               Performance by Bentley...............................................................    45
         9.3               Prohibitions, Restrictions and Litigation............................................    45
         9.4               Consents.............................................................................    46
         9.5               Receipt of Consideration.............................................................    46
         9.6               Certificate of Bentley...............................................................    46
         9.7               Closing Deliveries...................................................................    46
ARTICLE X                  INDEMNIFICATION; OFFSET..............................................................    46
         10.1              Indemnification by Selling Entities..................................................    46
         10.2              Indemnification by Bentley...........................................................    48
         10.3              Satisfaction of Claims...............................................................    49
         10.4              Matters Which May Give Rise to Claims................................................    50
         10.5              Rights to Set-Off....................................................................    51
ARTICLE XI                 GENERAL..............................................................................    52
         11.1              Survival of Representations and Agreements...........................................    52
         11.2              Termination..........................................................................    52
         11.3              HSR Filings; Other Filings...........................................................    53
         11.4              Expenses of Transaction..............................................................    53
         11.5              Public Disclosure....................................................................    53
         11.6              Notices..............................................................................    54
         11.7              Assignment...........................................................................    54
         11.8              Amendments; Waivers, Etc.............................................................    54
         11.9              Governing Law........................................................................    55
         11.10             Consent to Jurisdiction..............................................................    55
         11.11             Specific Performance.................................................................    55
         11.12             Tax Matters..........................................................................    56
         11.13             Knowledge............................................................................    58
         11.14             Waiver of Bulk Sales Compliance......................................................    58
         11.15             Waivers of Deliveries or Conditions Precedent........................................    58
         11.16             Number and Gender....................................................................    59
         11.17             Section Headings, Schedules, Etc.....................................................    59
         11.18             Complete Agreement; Counterparts.....................................................    59
         11.19             Severability.........................................................................    59
         11.20             No Third Party Beneficiaries.........................................................    59

                                    - iii -

                                    EXHIBITS
                                    --------
               
Exhibit A         Form of General Bill of Sale, Assignment and Assumption Agreement
Exhibit B         Form of General Assignment, Conveyance and Assumption Agreement
                    (Closing Agreement)
Exhibit C         Form of Promissory Note
Exhibit D         Form of Security Agreement

Exhibit E         Form of Legal Opinion of Drinker Biddle & Reath LLP
Exhibit F         Form of Legal Opinion of Balch & Bingham LLP

                              DISCLOSURE SCHEDULES
                              --------------------
               
Schedule 1.1(a)   Computer Hardware and Peripherals
Schedule 1.1(b)   Assumed Liabilities
Schedule 1.1(c)   Intellectual Property Included in Civil, Raster and Plotting Products
Schedule 1.1(d)   Cross Licensed Assets
Schedule 1.1(e)   Trademark Registrations and Applications
Schedule 2.2(d)   Deferred Revenues
Schedule 2.6      Tax Allocation
Schedule 3.3      No Violation
Schedule 3.4(a)   Consents
Schedule 3.4(b)   Unrestricted Rights to Own, Use, Sell, etc., the Acquired Assets
Schedule 3.7      Financial Information
Schedule 3.8      Customer Discounts
Schedule 3.9      Absence of Changes
Schedule 3.10     Taxes
Schedule 3.11     Disputes and Litigation
Schedule 3.12     Environmental Matters
Schedule 3.13     Millenium Compliance
Schedule 3.15     Title to Properties and Absence of Liens
Schedule 3.17     List of Contracts
Schedule 3.18(a)  Transferred Employees; Union or Collective Bargaining Contracts
Schedule 3.18(f)  Employment and Other Agreements with Transferred Employees
Schedule 3.19(a)  Employee Welfare Benefit Plans
Schedule 3.19(b)  Employee Pension Benefit Plans
Schedule 3.19(c)  Employee Compensation Plans
Schedule 3.20     Compliance with Export Laws
Schedule 3.22(a)  Intellectual Property - Owned
Schedule 3.22(b)  Intellectual Property - Non-Owned
Schedule 3.22(e)  Exclusive Rights to Owned IP
Schedule 3.22(f)  Rights to Use Non-Owned IP
Schedule 3.22(g)  Rights to Develop, Use, Exploit, etc., Owned IP
Schedule 3.22(h)  Third Party Rights in Owned IP; Sufficiency of IP
Schedule 3.22(i)  List of Patents, Copyrights, Trademarks, etc.

                                     - i -

                                TABLE OF CONTENTS

                                   (continued)

                                                                            Page
                                                                            ----

Schedule 3.23(b)  Software - Non-Owned
Schedule 3.24(a)  Development and Protection of Owned IP - Products Developed by Non-Employees, etc.
Schedule 3.24(b)  Development and Protection of Owned IP - Confidential and Proprietary
                  Nature of Software
Schedule 7.1      Transferred Maintenance Revenues

                                     - ii -

                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of December 26, 2000, by and among INTERGRAPH CORPORATION, a Delaware
corporation ("Intergraph"), each of the direct and indirect majority owned
subsidiaries of Intergraph identified on the signature pages hereto
(collectively with Intergraph, the "Selling Entities"), BENTLEY SYSTEMS,
INCORPORATED, a Delaware corporation ("Bentley") and BENTLEY SYSTEMS EUROPE BV,
a Netherlands corporation ("BSI Netherlands"). References herein to "Bentley"
include, as the context requires, Bentley Systems, Incorporated and its direct
and indirect majority owned subsidiaries.

                              W I T N E S S E T H:

         WHEREAS, the Selling Entities desire to sell and transfer to Bentley,
and Bentley desires to purchase and acquire from the Selling Entities, the
Acquired Assets (as defined below), all on the terms and conditions set forth in
this Agreement; and

         WHEREAS, Bentley will assume the obligations under the Maintenance
Agreements and perform such obligations on behalf of the Selling Entities, and
in consideration thereof the Selling Entities will remit to Bentley a portion of
the revenues accruing under the Maintenance Agreements, all in accordance with
Article VII hereof; and

         WHEREAS, the Acquired Assets represent a portion of the Selling
Entities' business and the Selling Entities will continue all or portions of
their remaining business and operations following the Closing (as defined
below);

         NOW, THEREFORE, in consideration of the premises, the respective
covenants, representations and warranties set forth below, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 Certain Definitions. In addition to other terms defined in this
Agreement, the following terms, as used herein, shall have the respective
meanings set forth below:

         "Acquired Assets" shall mean all of the assets, properties and goodwill
of every kind and description (tangible and intangible) that comprise the Civil,
Raster and Plotting products, wherever located, and whether or not reflected in
the Books and Records of the Selling Entities, to which, or in which, any of the
Selling Entities have any right, title or interest as of the Closing Date by
reason of ownership, use or otherwise, and the following assets which are
directly or principally related to the Civil, Raster and Plotting products: (i)
the Intellectual Property and any

and all claims for damages and other relief by reason of any past infringement
or misappropriation thereof; (ii) all third-party license agreements (including,
without limitation, end-user license agreements for which any of the Selling
Entities is the licensor or licensee); (iii) existing customer and supplier
lists, end-user registration data and the serial number history, including the
serial status (i.e., active, upgraded, void, internal or similar descriptions);
(iv) sales and promotional literature; (v) all computer hardware and peripherals
(such as networking materials, printers, plotters and supplies) listed on
Schedule 1.1(a) which are used in connection with the development, maintenance
and testing of the Intellectual Property; (vi) copies of personnel, financial
and other Books and Records; (vii) inventories of finished products and all
development work-in-progress, version upgrades, Software code (in any media),
technical documentation, and of written software tools used for de-bugging,
support and/or deployment; (viii) all electronic files containing training
materials used in connection with the Civil, Raster and Plotting products; and
(ix) all customer trouble reports; provided, however, that the Acquired Assets
shall not include the Excluded Assets.

         "Affiliate" shall mean any Person that directly or indirectly through
one or more intermediaries controls, is controlled by or is under common control
with the Person specified (for purposes of this definition, a Person will be
deemed to have control of a corporation or other entity if it holds, directly or
indirectly, a greater than 50% voting interest in that corporation or other
entity).

         "Agreed Courts" shall have the meaning ascribed thereto in Section
11.10.

         "Assumed Liabilities" shall mean (a) all executory obligations of the
Selling Entities pertaining to periods after the Closing with respect to the
Maintenance Agreements and to all Contracts that are included in the Acquired
Assets, in each case which are specifically identified as Assumed Liabilities in
this Agreement and the Schedules, (b) the liabilities listed on Schedule 1.1(b)
attached hereto, (c) each Selling Entity's liability to the Transferred
Employees for accrued vacation up to one week for each U.S. Transferred
Employee, or (d) performance of any valid warranty obligations of any of the
Selling Entities for any of the Acquired Assets after Closing to the extent (i)
such warranties are 90 days or less, or (ii) such warranties are greater than 90
days and are listed on Schedule 1.1(b).

         "Bentley" shall have the meaning ascribed thereto in the preamble.

         "Bentley 401(k) Plan" shall have the meaning ascribed thereto in
Section 5.9(e).

         "Bentley Indemnitees" shall have the meaning ascribed thereto in
Section 10.1.

         "Bentley Losses" shall have the meaning ascribed thereto in Section
10.1.

         "Books and Records" shall mean all accounting, financial reporting,
Tax, business, marketing, corporate and other files, documents, instruments,
papers, books and records, including without limitation, budgets, projections,
ledgers, journals, titles, manuals, Contracts,

                                      -2-

agency lists, customer lists, supplier lists, reports, computer files, retrieval
programs and operating data or plans, in each case relating to the Acquired
Assets.

         "BSI Netherlands" shall have the meaning ascribed thereto in the
preamble.

         "Business Day" shall mean a day on which federally chartered banks
located in Philadelphia, Pennsylvania are required or authorized to open for
business (other than a Saturday or Sunday).

         "CAD II Agreements" shall mean the following Contracts between the
Selling Entities and the Government of the United States of America: the
Facilities CAD-2 Contract (# N66032-93-D-0021); the NAVSEA CAD-2 Contract
(# N66032-91-D-0003); and the NAVAIR CAD-2 Contract (# N66032-94-D-0012).

         "Civil" products shall mean all software products distributed by any of
the Selling Entities at any time since January 1, 1997 and classified by any of
the Selling Entities as part of their Civil software products including, without
limitation, those software products and other items of Intellectual Property
listed on Schedule 1.1(c) attached hereto.

         "Claim" shall have the meaning ascribed thereto in Section 10.3.

         "Closing" shall mean those events which occur on the Closing Date for
the purpose of consummating the transactions contemplated by this Agreement in
accordance with Article II.

         "Closing Date" shall mean the date on which the Closing occurs.

         "COBRA" shall mean the Congressional Omnibus Budget Reconciliation Act
of 1985, together with any amendments and supplements thereto, providing for
health care continuation coverage under Section 4980B of the Code or Section 601
et seq. of ERISA.

         "Code" shall mean the United States Internal Revenue Code of 1986, as
amended, including without limitation any successor revenue code of the United
States federal government, together with the rules and regulations promulgated
thereunder.

         "Consideration" shall have the meaning ascribed thereto in Section
2.2(c).

         "Consents" shall mean consents, waivers, permits, clearances, approvals
and other authorizations.

         "Contract" shall mean any binding contract, agreement, understanding,
lease, sublease, license, sublicense, distribution agreement, promissory note,
evidence of indebtedness, indenture, instrument, mortgage, insurance policy,
annuity or other binding commitment, whether written or oral.

                                      -3-

         "Cross-License Agreement" shall mean the Cross-License Agreement, dated
as of the Closing Date, between the Selling Entities and Bentley, pursuant to
which the Selling Entities, on the one hand, and Bentley, on the other hand,
will grant a worldwide, non-exclusive, perpetual, royalty-free license to the
other with respect to certain intellectual property identified on Schedule
1.1(d) attached hereto.

         "Developer" shall have the meaning ascribed thereto in Section 3.24(a).

         "DOJ" shall have the meaning ascribed thereto in Section 11.3.

         "Employee Pension Benefit Plans" shall have the meaning ascribed
thereto in Section 3.19(b).

         "Employee Welfare Benefit Plans" shall have the meaning ascribed
thereto in Section 3.19(a).

         "Engagement Period" shall have the meaning ascribed thereto in Section
3.24(a).

         "Environmental Laws" shall mean (a) all Legislative Enactments and
Official Actions relating to industrial hygiene, environmental protection, air
emissions, water discharges, or the use, analysis, manufacture, transportation,
generation, handling, treatment, storage or disposal of any Hazardous or Toxic
Substances or the cleanup or remediation of any contamination, together with all
rules and regulations promulgated with respect to any of the foregoing; and (b)
all Legislative Enactments and Official Actions with respect to property
transfer limitations with respect to Hazardous or Toxic Substances, whether or
not conditioned upon disclosure or upon permit or approval. Environmental Laws
include, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Sections 9601 et seq.), the
Hazardous Materials Transportation Law (49 U.S.C. Sections 5101 et seq.),
the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et
seq.), the Federal Water Pollution Act (33 U.S.C. Sections 1251 et seq.),
the Clean Air Act (42 U.S.C. Sections 7401 et seq.), the Toxic Substances
Control Act (15 U.S.C. Sections 2601 et seq.), the Oil Pollution Act (33
U.S.C. Sections 2701 et seq.), the Emergency Planning and Community
Right-to-Know Act (42 U.S.C. Sections 11001 et seq.), the Occupational
Safety and Health Act (29 U.S.C. Sections 651 et seq.), each as amended
from time to time, and all other state and local laws, rules, regulations and
policies analogous to any of the above.

         "Environmental Liabilities" shall mean any obligation or liability
arising under or relating to an applicable Environmental Law.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

         "European Transferred Maintenance Revenues" shall have the meaning
ascribed thereto in Section 7.2.

         "Excluded Assets" shall mean any asset not used by the Selling Entities
in connection with the Civil, Raster or Plotting product lines or which are
owned by the Selling Entities and

                                      -4-

licensed to Bentley under the Cross-License Agreement, including, without
limitation, the following: (a) any cash held by the Selling Entities; (b) any
accounts receivable of the Selling Entities including, without limitation, all
income, royalties and payments accrued by the Selling Entities as of the Closing
with respect to the Acquired Assets; (c) the certificate of incorporation,
bylaws, corporate seal, minute books, stock certificates and stock record books,
and stock transfer ledgers of the Selling Entities; (d) any general corporate or
administrative assets or services furnished by the Selling Entities for the
benefit of all of its business units, subsidiaries or divisions, including,
without limitation, accounting and legal support and the services; (e) employee
benefit agreements, plans or arrangements maintained by the Selling Entities;
(f) Tax Returns and such other tax returns and reports, general ledgers and any
other books, records, files or correspondence not directly and exclusively
pertaining to the Acquired Assets; (g) personnel Books and Records not relating
to the Transferred Employees; (h) subject to Section 6.4, the name and mark
"Intergraph Corporation"; (i) all Contract rights relating to the CAD II
Agreements; (j) all Contracts related to real property of the Selling Entities;
(k) any capital stock of Bentley held by the Selling Entities; (l) all real
property of the Selling Entities; (m) any of the Selling Entities' right, title
and interest in and to its pending or future claims against Intel Corporation,
including all of the Selling Entities' rights to sue or make claims for any past
or present conduct, action or omission of Intel Corporation; (n) except to the
extent set forth in Section 7.1, the Selling Entities' right, title and interest
in and to the Maintenance Agreements; and (o) the source and object code for
ImageScape Draft and Pixel Pro.

         "Expiration Date" shall have the meaning ascribed thereto in Section
7.1.

         "FTC" shall have the meaning ascribed thereto in Section 11.3.

         "GAAP" shall mean generally accepted accounting principles and
practices which are recognized as such by the American Institute of Certified
Public Accountants acting through its Financial Accounting Standards Board or
other appropriate board or committee; and which are consistently applied for all
periods so as to fairly reflect the financial condition, the results of
operations and the cash flows of the relevant Person or Persons.

         "Hazardous or Toxic Substances" shall mean: all elements, compounds,
substances, matrices or mixtures ("Materials or Substances") that are hazardous,
toxic, ignitable, reactive or corrosive including without limitation the
following: (i) all Materials or Substances (whether or not wastes, contaminants
or pollutants) that are or become regulated by any of the Environmental Laws;
(ii) all Materials or Substances which are or become defined or described by any
of the Environmental Laws as "hazardous" or "toxic" or a "pollutant,"
"contaminant," "hazardous waste," "extremely hazardous waste," "acutely
hazardous waste" or "acute hazardous waste;" and (iii) petroleum, including
crude oil or any fraction thereof, asbestos, including asbestos containing
materials, and polychlorinated biphenols.

         "HIPAA" shall mean the health insurance obligations imposed by Section
9801 of the Code and Part 7 of Subtitle B of Title I of ERISA.

         "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.

                                      -5-

         "Indemnified Party" shall have the meaning ascribed thereto in Section
10.3.

         "Indemnifying Party" shall have the meaning ascribed thereto in Section
10.3.

         "Initial Updated Schedule of Transferred Maintenance" shall have the
meaning ascribed thereto in Section 7.1.

         "Intellectual Property" shall mean and include all rights, title, and
interests in the following items which are directly or principally related to
the Civil, Raster and Plotting products, except for such items as are owned by
the Selling Entities and licensed to Bentley under the Cross-License Agreement:
(a) domestic and foreign patents (including, without limitation, certificates of
invention, utility models and other patent equivalents), and all provisional
applications, patent applications, and patents issuing therefrom, as well as any
division, continuation, continuation in part, reissue, extension, re-examination
certification, revival or renewal of any patent, all inventions and subject
matter relating to such patents, in any and all forms, and all patents and
applications for patents relating to such patents, (b) domestic and foreign
trademarks, trade dress, service marks, trade names, icons, logos and slogans
and any other indicia of source or sponsorship of goods and services, designs
and logotypes related thereto, and all trademark registrations and applications
for registration related to such trademarks (including, but not limited to
intent to use applications), including those registrations and applications
listed in Schedule 1.1(e) hereto, (c) copyrightable works and copyright
interests in and to the Civil, Raster and Plotting products and related
materials included in the Acquired Assets, including, without limitation, all
common-law rights, all registered copyrights and all rights to register and
obtain renewals and extensions of copyright registration, together with all
copyright interests accruing by reason of international copyright conventions,
(d) Inventions, (e) Software and other works of authorship, (f) Trade Secrets,
(g) Know-How, (h) all rights necessary to prevent claims of invasion of privacy,
rights of publicity, defamation, or any other causes of action arising out of
the use, adaptation, modification, reproduction, distribution, sales or display
of the Software, (i) except as provided in Section 7.1, all income, royalties,
damages and payments accrued after the Closing with respect to the Software and
all other rights thereunder, (j) all rights to use all of the foregoing forever
or for the applicable term of each right, (k) to the extent material to the
Civil, Raster or Plotting products, processes, designs, formulas, semiconductor
mask works, industrial models, engineering and technical drawings, prototypes,
improvements, discoveries, technology, data and other intellectual or intangible
property and/or proprietary rights or interests of the Selling Entities (and all
goodwill associated therewith), and (l) all rights to sue for past, present or
future infringement, misappropriation or other violations or impairments of any
of the foregoing enumerated in subclauses (a) through (k) above, and to collect
and retain all damages and profits therefor.

         "Intergraph 401(k) Plan" shall have the meaning ascribed thereto in
Section 5.9(e).

         "Intergraph Indemnitees" shall have the meaning ascribed thereto in
Section 10.2.

         "Intergraph Losses" shall have the meaning ascribed thereto in Section
10.2.

                                      -6-

         "Inventions" means all novel devices, processes, compositions of
matter, methods, techniques, observations, discoveries, apparatuses, designs,
expressions, theories and ideas (including improvements and modifications
thereof through the date hereof) directly or principally relating to the Civil,
Raster and Plotting products, whether or not patentable.

         "IRS" shall mean the United States Internal Revenue Service.

         "Know-How" shall mean all scientific, engineering, mechanical,
electrical, marketing or practical knowledge and/or experience used directly or
principally in connection with the Civil, Raster or Plotting products of the
Selling Entities.

         "Legal Expenses" of a Person shall mean any and all reasonable
out-of-pocket fees, costs and expenses of any kind (including attorneys' and
experts' fees) incurred by a Person and its counsel in investigating, preparing
for, prosecuting, defending against or providing evidence, producing documents
or taking other action with respect to any threatened or asserted Claim.

         "Legislative Enactments" shall mean domestic, foreign and international
laws (including without limitation common law), treaties, ordinances,
regulations and rules at any international, national, federal, state, local or
regional level, both as presently existing and as may become effective in the
future.

         "Lien" shall mean any lien, mortgage, security interest, tax lien,
financing statement, pledge, assessment, lease, sublease, adverse claim, levy,
charge, hypothecation or other encumbrance of any kind or nature whatsoever
including without limitation any conditional sale Contract, title retention
Contract or other Contract to give any of the foregoing.

         "Local Purchasing Agreement" shall mean any existing local purchasing
agreement between Bentley or an Affiliate thereof and Intergraph or an Affiliate
thereof which entitles Intergraph or an Affiliate thereof to resell Bentley
software products.

         "Losses" shall have the meaning ascribed thereto in Section 10.1.

         "Maintenance Agreements" shall mean any and all written maintenance
agreements containing obligations on the part of any of the Selling Entities to
provide maintenance services for any of the Civil, Raster or Plotting products.

         "Materials or Substances" shall have the meaning ascribed thereto in
the definition of Hazardous or Toxic Substances.

         "MCO Date" shall mean December 1, 2000.

         "Millennium Compliant" shall mean, with respect to particular Software,
that:

                                      -7-

                  (i) The functions, calculations, and other computing processes
         of such Software (collectively, "Processes") perform in an accurate
         manner regardless of the date in time on which the Processes are
         actually performed and regardless of the date input to the Software,
         whether before, on, or after January 1, 2000, and whether or not the
         dates are affected by leap years;

                  (ii) Such Software accepts, stores, sorts, extracts,
         sequences, and otherwise manipulates date inputs and date values, and
         returns and displays date values, in an accurate manner regardless of
         the dates used, whether before, on, or after January 1, 2000;

                  (iii) Such Software has functioned and will function without
         interruptions caused by the date in time on which the Processes are
         actually performed or by the date input thereto, whether before, on, or
         after January 1, 2000;

                  (iv) Such Software accepts and responds to two (2) digit year
         and four (4) digit year date input in a manner that resolves any
         ambiguities as to the century in a defined, predetermined, and accurate
         manner;

                  (v) Such Software displays, prints, and provides electronic
         output of date information in ways that are unambiguous as to the
         determination of the century, and all internal fields use (4) digit
         year date input; and

                  (vi) Such Software has been tested by the party making the
         millennium compliance warranty to determine whether such Software is
         Millennium Compliant. Such party shall deliver the test plans and
         results of such tests upon written request from the other party. Such
         party shall notify the other immediately of the results of any tests or
         any claim or other information that indicates that such Software is not
         Millennium Compliant.

         "Miscellaneous Software Components" shall have the meaning ascribed
thereto in the definition of "Software."

         "Non-Compete Covenant" shall mean any agreement, provision, covenant or
obligation that limits or restricts in any manner whatsoever (whether during any
particular period of time from and after the Closing Date, in certain geographic
areas or otherwise) the ability of any of the Selling Entities, any of their
Affiliates or any of the Transferred Employees (a) to engage in any line of
business or to sell any products or services, or (b) to compete with or to
obtain products or services from any Person, in each case during any period of
time after the Closing Date.

                                      -8-

         "Non-Owned IP" shall have the meaning ascribed thereto in Section
3.22(b).

         "Non-Owned Software" shall have the meaning ascribed thereto in Section
3.23(b).

         "Note" shall have the meaning ascribed thereto in Section 2.2(c)(ii).

         "Official Action" shall mean any domestic or foreign decision, order,
writ, injunction, decree, judgment, award or any determination, both as
presently existing or as may become effective in the future, by any Tribunal.

         "Owned IP" shall have the meaning ascribed thereto in Section 3.22(a).

         "Owned Software" shall have the meaning ascribed thereto in Section
3.23(a).

         "PBGC" shall mean the Pension Benefit Guaranty Corporation, an agency
of the United States government.

         "Permitted Civil Products" shall have the meaning ascribed thereto in
Section 5.8.

         "Permitted Plotting Products" shall have the meaning ascribed thereto
in Section 5.8.

         "Person" shall mean any natural person, corporation, limited liability
company, general partnership, limited partnership, joint venture,
proprietorship, trust, association, unincorporated association, Tribunal or
other entity of any kind.

         "Plan Asset Transfer" shall have the meaning ascribed thereto in
Section 5.9(e).

         "Plotting" products shall mean all software products distributed by any
of the Selling Entities at any time since January 1, 1997 and classified by any
of the Selling Entities as part of their Plotting software products including,
without limitation, those software products and other items of Intellectual
Property listed on Schedule 1.1(c) attached hereto.

         "Preliminary Note Amount" shall have the meaning ascribed thereto in
Section 7.1.

         "Prime Rate" shall mean a fluctuating rate of interest equal to the
prime rate or reference rate of interest announced or published from time to
time in the Wall Street Journal on the first business day in each month;
provided, however, that in no event shall such interest rate exceed the maximum
rate of interest allowed by applicable law.

         "Quoted Prices" shall have the meaning ascribed thereto in Section 7.3.

         "Raster" products shall mean all software products distributed by any
of the Selling Entities at any time since January 1, 1997 and characterized by
any of the Selling Entities as the IRAS B, IRAS E or ImageScape Edit software
products, including, without limitation, those items of Intellectual Property
listed on Schedule 1.1(c) attached hereto.

                                      -9-

         "Renewed Maintenance Revenues" shall have the meaning ascribed thereto
in Section 7.3.

         "Request" shall have the meaning ascribed thereto in Section 10.3.

         "Schedule of Transferred Maintenance" shall have the meaning ascribed
thereto in Section 7.1.

         "Schedules" shall mean the disclosure Schedules attached to this
Agreement.

         "Second Updated Schedule of Transferred Maintenance" has the meaning
ascribed thereto in Section 7.1.

         "Selling Entities" shall mean those Persons listed as Selling Entities
on the signature pages hereof, and "Selling Entity" shall mean any of such
Persons.

         "Software" shall mean the expression of an organized set of
instructions in a natural or coded language, including without limitation,
compilations and sequences, which is contained on a physical media of any nature
(e.g., written, electronic, magnetic, optical or otherwise) and which may be
used with a computer or other automated data processing equipment device of any
nature which is based on digital technology, to make such computer or other
device operate in a particular manner and for a certain purpose, as well as any
related documentation for such set of instructions. The term shall include,
without limitation, computer programs in source and object code, test or other
significant data libraries, documentation for computer programs, modifications,
enhancements, revisions or versions of or to any of the foregoing and prior
releases of any of the foregoing applicable to any operating environment, and
any of the following ("Miscellaneous Software Components") which is contained on
a physical media of any nature and which is used in the design, development,
modification, enhancement, testing, installation, use, maintenance, diagnosis or
assurance of the performance of a computer program: narrative descriptions,
notes, specifications, designs, flowcharts, parameter descriptions, logic flow
diagrams, masks, input and output formats, file layouts, database formats, test
programs, test or other data, user guides, manuals, installation and operating
instructions, diagnostic and maintenance instructions, source code, object code
and other similar materials and information.

         "Statement of Net Revenues" shall have the meaning ascribed thereto in
Section 2.2(b).

         "Taxes" shall mean all taxes, charges, fees, levies or other similar
assessments or liabilities, including, without limitation, any federal, state,
local or foreign income, receipts, ad valorem, value added, purchases, premium,
excise, real property, personal property, windfall profit, sales, stamp, use,
consumption, licensing, withholding, employment, payroll, share, capital,
surplus, franchise, occupational, net proceeds, estimated, alternative or add-on
minimum, production, severance, lease, excise, duty, net worth, transfer, fuel,
excess profits, interest equalization or other taxes of any kind whatsoever, and
any recording, registration or notary fees, together with any interest, fines,
penalties, assessments or additions to tax resulting from,

                                      -10-

attributable to or incurred in connection with, any such tax or any contest or
dispute thereof; "Tax" means any of the foregoing.

         "Tax Return" shall mean any report, return, information returns,
estimates or other information, including any schedule or attachment thereto,
required to be supplied to, or filed with, the IRS or any other taxing
authority, and any amendment thereto, with respect to Taxes.

         "Third-Party Matter" shall have the meaning ascribed thereto in Section
10.4(a).

         "Trade Secrets" shall mean any formula, design, idea, manufacturing and
production processes and techniques, specifications, copyrightable works,
financial, marketing and business data, customer and supplier lists and
information, device or compilation of information which directly or principally
comprises a part of the Civil, Raster or Plotting products, which may give the
holder thereof an advantage or opportunity for advantage over competitors which
do not have or use the same, and which is not generally known by the public.
Trade Secrets can include, by way of example, Software (including, without
limitation, source code for the Owned Software), information contained on
drawings and other documents, and information relating to the research,
development, testing, marketing plans, business strategy, finances or employees
of a business.

         "Transferred Maintenance Revenues" shall have the meaning ascribed
thereto in Section 7.1.

         "Transaction Taxes" shall mean any federal, state, foreign or local
transfer, sales, use, value added tax (VAT), registration tax, consumption tax,
documentary stamp, conveyance or any other similar Taxes, together with any
interest, fines, penalties, assessments, or additions to tax resulting from,
attributable to or incurred in connection with any such Transaction Taxes or any
contest or dispute thereof, and any recording, and any registration or notary
fees, in each case arising solely out of the sale, conveyance, transfer and/or
delivery of the Acquired Assets to Bentley and the assumption of the Assumed
Liabilities by Bentley.

         "Transferred Employee" has the meaning ascribed to it in Section
3.18(a).

         "Tribunal" shall mean any government, any arbitration panel, any court
or any governmental department, commission, board, bureau, agency or
instrumentality of the United States or any foreign or domestic state, province,
commonwealth, nation, territory, possession, country, parish, town, township,
village or municipality.

         "VAT" shall have the meaning ascribed thereto in Section 11.12(b).

         "WARN Act" shall mean the Federal Workers Adjustment and Retraining
Act, P.L. 100-379, 102 Stat. 890.

         1.2 Other. All references in this document to this "Agreement" include
all documents, Schedules and Exhibits referred to herein. All terms defined in
this Agreement shall have such

                                      -11-

meanings ascribed thereto when used in any certificate, Schedule, exhibit,
report or other document made or delivered pursuant to this Agreement, unless
the context shall otherwise clearly require.

                                   ARTICLE II

CLOSING; CONSIDERATION; LIABILITIES; ALLOCATION; AND LOCAL PURCHASING AGREEMENTS

         2.1 Time and Place of Closing. The Closing will take place on such date
as shall be mutually agreed upon by the parties, at 10:00 A.M., local time, at
the offices of Drinker Biddle & Reath LLP, One Logan Square, Eighteenth and
Cherry Streets, Philadelphia, PA 19301 (the "Closing Date"). The Closing shall
be effective as of 11:59 P.M. on the date hereof.

         2.2 Acquisition of the Acquired Assets.

                  (a) At the Closing of this Agreement and subject to Article
VII hereof (Maintenance), the Selling Entities shall sell, assign, deliver and
transfer to Bentley, and Bentley shall purchase from the Selling Entities, all
rights, title and interests in and to the Acquired Assets, and Bentley will
assume the Assumed Liabilities. Physical delivery of the Acquired Assets to
Bentley or BSI Netherlands, as applicable, generally will be made at the current
location of each Acquired Asset or as otherwise provided in the General Bill of
Sale. At the Closing, the Selling Entities, Bentley and BSI Netherlands shall
execute and deliver a General Bill of Sale, Assignment and Assumption Agreement,
substantially in the form of Exhibit A (the "General Bill of Sale"), with
respect to the transfer and conveyance of the applicable Acquired Assets
pursuant thereto and the assumption of any related Assumed Liabilities. In
connection with the transfer and conveyance of the remaining Acquired Assets and
the assumption of the remaining Assumed Liabilities at the Closing, each
applicable Selling Entity and Bentley or BSI Netherlands, as applicable, shall
execute and deliver a Closing Agreement or such other agreements as are
appropriate in any applicable foreign jurisdiction to consummate the
transactions contemplated thereby (together with all instruments of transfer,
conveyance and assignment and other documents attached thereto or referred to
therein, the "Closing Agreement"), substantially in the form attached hereto as
Exhibit B, as such form shall be revised to the extent required to reflect
applicable law.

                  (b) Intergraph shall deliver or cause to be delivered to
Bentley a report of its auditors, Ernst & Young LLP, which report shall be
prepared in accordance with procedures mutually agreed upon by Bentley,
Intergraph and such auditors and shall set forth Intergraph's calculation of the
net license revenues of each of the Civil, Raster and Plotting products for the
year ended December 31, 1999, net of any third party costs and not including
revenues derived from sales of the MicroStation product (the "Statement of Net
Revenues"). The Statement of Net Revenues shall be prepared in accordance with
GAAP. Bentley or its auditors shall be entitled to review the Selling Entities'
records and the auditor's work on which the Statement of Net Revenues is based.
The parties shall use the Statement of Net Revenues as the basis for

                                      -12-

calculating the cash portion of the consideration for the Acquired Assets. The
costs incurred in the preparation and delivery of the Statement of Net Revenues
shall be shared equally by Bentley and Intergraph.

                  (c) The consideration for the Acquired Assets shall be payable
by Bentley and BSI Netherlands to Intergraph for itself and on behalf of the
other Selling Entities, as follows (the "Consideration"):

                           (i) At the Closing, Bentley will pay, by wire
         transfer, an aggregate amount equal to the license revenues
         attributable to the Civil, Raster and Plotting products for 1999 as
         reflected in the Statement of Net Revenues, net of the set-offs or
         adjustment, if any, provided for in sections 2.2(d) and (e) below, such
         amount to be allocated among the Acquired Assets and to the Selling
         Entities as indicated on Schedule 2.6;

                           (ii) At the Closing, Bentley will issue a secured
         promissory note in substantially the form of Exhibit C attached hereto
         (the "Note"), the principal amount of which shall equal the Preliminary
         Note Amount (subject to adjustment as provided below). The Note will be
         secured pursuant to a Security Agreement substantially in the form of
         Exhibit D attached hereto (the "Security Agreement). On the three-month
         anniversary of the MCO Date, the principal balance of the Note shall be
         adjusted up or down, effective as of the date of the Note, from the
         Preliminary Note Amount to an amount equal to 1.5 times the adjusted
         Transferred Maintenance Revenues. If the Selling Entities deliver the
         Second Updated Schedule of Transferred Maintenance pursuant to Section
         7.1, then on the six-month anniversary of the MCO Date, the principal
         balance of the Note shall be adjusted up or down, effective as of the
         date of the Note, from the Preliminary Note Amount (after giving effect
         to the adjustment referred to in the immediately preceding sentence and
         to all payments made prior to such adjustment) to an amount equal to
         1.5 times the adjusted Transferred Maintenance Revenues. On the
         14-month anniversary of the MCO Date, the principal balance of the Note
         shall be increased, as of the first anniversary of the MCO Date, by an
         amount equal to (x) 1.5 times the Renewed Maintenance Revenues, plus
         (without duplication) (y) 1.5 times the revenues attributable to the
         renewed CAD II Maintenance Agreements (i.e. those agreements with
         Intergraph) for the 12 month period following the MCO Date, and the
         remaining payments under the Note will be accordingly adjusted to
         amortize the balance of the Note in equal quarterly payments for the
         remaining term thereof. The calculation of the Note based on that
         portion of Transferred Maintenance Revenues and Renewed Maintenance
         Revenues paid in foreign currencies shall be in accordance with Section
         7.4.

                  (d) The following items may be set off by Bentley at the
Closing against the cash portion of the Consideration payable pursuant to
Section 2.2(c)(i) above: (i) the amount of the liabilities assumed by Bentley in
respect of accrued vacation and other paid time off of Transferred Employees as
of the Closing Date; (ii) $219,600 in consideration of Bentley's obligation to
recognize service time of non-U.S. Transferred Employees pursuant to Section
6.3; (iii) the amount of deferred revenues, if any, collected by the Selling
Entities and relating to periods after the Closing on account of licenses of the
Civil, Raster and/or Plotting products, all

                                      -13-

of which are set forth on Schedule 2.2(d); (iv) the amount of deferred revenues,
if any, collected by the Selling Entities and relating to periods after the
first anniversary of the MCO Date on account of Maintenance Agreements, all of
which are set forth on Schedule 2.2(d); and (v) the amount of prepayments
received by the Selling Entities in respect of customer orders received but not
fulfilled by the Selling Entities for any of the Civil, Raster or Plotting
products on or prior to Closing.

                  (e) If at any time within 18 months following the Closing,
Bentley claims that the Statement of Net Revenues contains any mistakes or
errors, it shall notify Intergraph of such mistakes or errors and the parties
shall in good faith attempt to resolve any such discrepancies. If after such
good faith efforts the parties are unable or unwilling to resolve said
discrepancies, Bentley may, at its expense, engage a reputable public accounting
firm to initiate and perform an audit of the Statement of Net Revenues in
accordance with generally accepted auditing standards. Intergraph shall, and
shall cause its auditors to, cooperate fully with such audit. Upon completion of
such audit, Bentley shall deliver to Intergraph the Statement of Net Revenues,
with such adjustments thereto as Bentley's auditors shall deem necessary to
correct any mistakes or errors found as a result of the conduct of its audit. If
such adjustments result in a downward adjustment to the Consideration equal to
5% or more of the Consideration based on 1999 license revenues, then Intergraph
on behalf of itself and the other Selling Entities, shall pay the amount of such
adjustment plus costs of the audit to Bentley or BSI Netherlands, respectively.
If such adjustments result in an upward adjustment to the Consideration equal to
5% or more of the Consideration based on 1999 license revenues, then Bentley or
BSI Netherlands, as applicable, shall pay such amount to Intergraph on behalf of
itself and the other Selling Entities, and Bentley shall pay the cost of its
auditors. If the adjustments resulting from the audit do not result in either a
downward or upward adjustment to the Consideration equal to at least 5% of the
Consideration, then no payments are due to any party under this Section 2.2(e)
and Bentley shall pay the cost of its auditors. Payments made pursuant to this
Section 2.2(e), if any, shall be made by wire transfer of immediately available
funds to an account designated by the party receiving such payment within ten
(10) business days following Bentley's delivery of the proposed adjustments to
Intergraph, together with interest thereon at the rate of 8% per annum. If the
parties cannot agree after 30 days on the correct amount of the 1999 license
revenues, the two auditing firms involved in the audit and, if necessary, a
third auditing firm selected by them, shall determine a compromise resolution
within 30 days and their joint determination shall be final and binding. If no
audit of the Statement of Net Revenues is initiated pursuant to this Section
2.2(e), the Statement of Net Revenues shall not be subject to review or
adjustment.

         2.3 Closing Deliveries by Bentley. At the Closing, Bentley shall
deliver to Intergraph the following:

                  (a) The Consideration specified in Section 2.2, together with
the Security Agreement and any Uniform Commercial Code financing statements as
Intergraph may reasonably request, in each case duly executed by Bentley;

                  (b) A copy of the resolutions of the Board of Directors of
Bentley authorizing the execution, delivery and performance by Bentley of this
Agreement and of the other agreements

                                      -14-

contemplated hereby, and the consummation of the transactions contemplated
hereby and thereby, certified as of the Closing Date by the Secretary or
Assistant Secretary (or other appropriate officer) of Bentley;

                  (c) A certificate of good standing as of a recent date from
the Secretary of State of the State of Delaware;

                  (d) Duly executed certificates of the Secretary or Assistant
Secretary of Bentley, certifying as of the Closing Date as to the incumbency and
signature of the officer of Bentley who has executed this Agreement and the
documents delivered at such Closing on behalf of Bentley,

                  (e) The General Bill of Sale, duly executed by Bentley and BSI
Netherlands;

                  (f) Assignments of the Intellectual Property, duly executed by
Bentley;

                  (g) The Cross-License Agreement, duly executed by Bentley;

                  (h) The Master Agreement for Local Purchasing and SELECT
Partner Agreements between Bentley and the Selling Entities (the "Master
Agreement"), duly executed by Bentley, or, if appropriate, new Local Purchasing
Agreements to be agreed upon by the parties;

                  (i) The Closing Agreements, duly executed by Bentley or BSI
Netherlands, as applicable;

                  (j) A duly executed legal opinion of Drinker Biddle & Reath
LLP, Bentley's legal counsel as to the matters set forth on Exhibit E attached
hereto; and

                  (k) Other documents or instruments as the Selling Entities may
reasonably request.

         2.4 Closing Deliveries by the Selling Entities. At the Closing, the
applicable Selling Entity shall deliver to Bentley the following:

                  (a) A copy of its Certificate of Incorporation or equivalent
document (as in effect on the Closing Date), certified as of a recent date to
the Closing Date by the Secretary of State or similar governmental authority of
the jurisdiction of its incorporation or organization; provided, however, that
any Selling Entity other than Intergraph may instead deliver a certification by
its Secretary or Assistant Secretary (or other appropriate officer) with respect
to its Certificate of Incorporation or equivalent document (as in effect on the
Closing Date) to the extent obtaining a certification by the Secretary of State
or similar governmental authority of its jurisdiction of incorporation or
organization would delay the Closing or result in an inordinate expense;

                                      -15-

                  (b) A copy of its Bylaws (as in effect on the Closing Date),
certified as of the Closing Date by the Secretary or Assistant Secretary (or
other appropriate officer) of such Selling Entity;

                  (c) A copy of all resolutions adopted by its Board of
Directors; authorizing the execution, delivery and performance by such Selling
Entity of this Agreement and the other agreements contemplated hereby, and the
consummation of the transactions contemplated hereby and thereby, certified as
of the Closing Date by the Secretary or Assistant Secretary (or other
appropriate officer) of such Selling Entity;

                  (d) Appropriate evidence of all Consents;

                  (e) A certificate of good standing as of a recent date (i)
with respect to Intergraph, from the Secretary of State of the States of
Delaware and Alabama, and with respect to all other Selling Entities, from the
appropriate governmental authorities in their respective jurisdictions of
incorporation or organization (to the extent such a concept so exists there),
and (ii) from the appropriate governmental authorities in all other
jurisdictions where the nature of the Acquired Assets requires the Selling
Entities to be qualified as foreign corporations; provided, however, any Selling
Entity other than Intergraph may instead deliver a certification by its
Secretary or Assistant Secretary (or other appropriate officer) of its good
standing or foreign qualification to the extent obtaining a certificate of good
standing or foreign qualification from the appropriate governmental authorities
would delay the Closing or result in an inordinate expense;

                  (f) Duly executed certificates of the Secretary or Assistant
Secretary (or other appropriate officer) of each of the Selling Entities
certifying as of the Closing Date as to the incumbency and signature of the
officers of the Selling Entities who have executed this Agreement and the
documents delivered at the Closing on behalf of the Selling Entities;

                  (g) A duly executed legal opinion of Balch & Bingham LLP, the
Selling Entities' legal counsel, as to the matters set forth on Exhibit F;

                  (h) The General Bill of Sale, duly executed by Intergraph;

                  (i) Assignments of the Intellectual Property, each dated the
Closing Date and duly executed by the applicable Selling Entities;

                  (j) The Cross-License Agreement, duly executed by the
applicable Selling Entities;

                  (k) Copies of any and all releases, termination statements and
other documents and instruments as are necessary to remove and release any Liens
which may encumber any of the Acquired Assets;

                  (l) The Closing Agreements, duly executed by the appropriate
Selling Entity;

                  (m) The Master Agreement, duly executed by the Selling
Entities; and

                                      -16-

                  (n) Other documents or instruments as Bentley may reasonably
request.

         2.5 No Assumption of Liabilities. Notwithstanding anything in this
Agreement or otherwise to the contrary, none of Bentley or any of their
Affiliates, individually or collectively, shall be responsible for, or shall
assume or undertake to pay, perform, satisfy or discharge any liability or
obligation of the Selling Entities or any of their Affiliates other than the
Assumed Liabilities and those Transaction Taxes, if any, specified in Section
11.12. Without in any way limiting the foregoing, except for Assumed
Liabilities, Bentley shall assume no responsibility or liability for (a) any
liability (including any Environmental Liability) or other obligation of any
Selling Entity existing of the Closing Date or arising out of facts, events or
circumstances occurring or existing prior to the Closing Date, whether known or
unknown and whether or not disclosed in this Agreement or the Schedules; or (b)
any liability or obligation existing as of the Closing Date for vacation, sick
leave or paid time off and similar benefits for any Selling Entity employee; or
(c) any suit, action, litigation or proceeding against or affecting any Selling
Entity based upon any acts or omissions occurring or existing prior to the
Closing Date.

         2.6 Tax Allocation. The Consideration for the Acquired Assets plus the
amount of the Assumed Liabilities shall be allocated in accordance with their
respective fair market values and among the Selling Entities as set forth on
Schedule 2.6 hereto. The parties agree that such allocation shall be adopted by
them in preparing, and shall be reflected on, (i) any statements and any tax
returns required to be filed with any Federal, state or local taxing authority
or any foreign taxing authority and (ii) any invoice or other documentation
prepared with respect to Transaction Taxes.

         2.7 Consents. The parties will cooperate with each other in good faith
to timely obtain all Consents from any and all Tribunals and other Persons that
are required (i) for the consummation of the transactions contemplated by this
Agreement; and (ii) to prevent a breach of, a default, penalty or increase in
payment under, or a termination of any Contract being assumed by Bentley
hereunder. Except as provided in Section 11.4, the cost of obtaining such
Consents shall be borne by the party who is required to obtain such Consent
under the applicable Legislative Enactment or under the terms of the relevant
Contract; provided, however, that if the applicable Legislative Enactment does
not provide which party shall pay such costs, the costs shall be borne equally
by Bentley and Intergraph. The parties hereto agree to use their best efforts to
obtain such Consents in a cost effective and efficient manner.

         2.8 Non-Assignment of Third-Party License Agreements. Notwithstanding
anything to the contrary in this Agreement, to the extent that the transfer or
assignment of any third-party license agreement referred to in subclause (ii) of
the definition of "Acquired Assets" in Section 1.1 requires the consent,
approval or waiver of any third party, the Selling Entities shall obtain prior
to the Closing the consent, approval or waiver of such other party to such
assignment to Bentley to the extent the same are assignable. To the extent any
of the approvals, consents or waivers referred to above have not been obtained
by the Selling Entities as of the Closing, the Selling Entities' only obligation
with respect thereto shall be to use their reasonable efforts to:

                                      -17-

                  (a) cooperate with Bentley in any reasonable and lawful
arrangements designed to provide the benefits of any unassigned third-party
license agreement to Bentley so long as Bentley fully cooperates with the
Selling Entities in such arrangements and promptly reimburses the Selling
Entities for payments, charges or other liabilities made or suffered by the
Selling Entities in connection therewith; and

                  (b) enforce, at the request of Bentley and at the expense and
for the account of Bentley, any rights of the Selling Entities arising from such
third-party license agreements against the other party or parties thereto
(including the right to elect to terminate any such agreement in accordance with
the terms thereof upon the written advice of Bentley).

                                  ARTICLE III

             REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES

         To induce Bentley to enter into this Agreement and to consummate the
transactions contemplated hereby, the Selling Entities, jointly and severally,
represent and warrant to Bentley as follows:

         3.1 Corporate Existence and Authority. Each Selling Entity is a
corporation or other legal entity duly organized, validly existing and to the
extent such a concept or a similar concept exists in the relevant jurisdiction,
in good standing under the laws of the state or other jurisdiction of its
incorporation or organization. Each Selling Entity has all requisite power and
authority to own and lease its properties and assets and to carry on its
business, as such business is being conducted currently. Each Selling Entity is
duly qualified and licensed to do business as a foreign corporation or entity
and is in good standing in all jurisdictions in which the nature of the Acquired
Assets requires it to be so qualified, except where the failure to so qualify
will not have a material adverse effect on any of the Acquired Assets.
Intergraph owns, directly or indirectly, a majority of the outstanding equity
and voting equity of each of the other Selling Entities.

         3.2 Authorization and Effect of Agreement, Etc. Each Affiliate of
Intergraph whose action is legally required to transfer to Bentley the Acquired
Assets in accordance with this Agreement is listed as a Selling Entity on the
signature pages hereof. Each Selling Entity has all requisite power and
authority to enter into, execute and deliver this Agreement and the other
agreements contemplated hereby and to perform its obligations hereunder and
thereunder and to consummate the respective transactions contemplated hereby and
thereby. The execution, delivery and performance of this Agreement by each of
the Selling Entities and the other agreements contemplated hereby and the
consummation by the Selling Entities of the transactions contemplated hereby and
thereby have been duly authorized by all corporate or other entity action. This
Agreement has been, and the other agreements contemplated hereby will be, duly
executed and delivered by and constitute, or when executed and delivered will
constitute, the valid and binding obligation of the Selling Entities,
enforceable in accordance with their respective terms, except that such
enforcement may be subject to bankruptcy, insolvency,

                                      -18-

reorganization, moratorium or other similar Legislative Enactments now or
hereafter in effect relating to creditors' rights generally.

         3.3 No Violation. Except as set forth on Schedule 3.3, neither the
execution, delivery or performance by any of the Selling Entities of this
Agreement or of any other agreement contemplated hereby, nor the consummation by
any of the Selling Entities of any of the transactions contemplated hereby or
thereby in accordance with the terms hereof or thereof does or will (with the
passage of time, the giving of notice or otherwise), (a) violate or conflict
with any provision of the Certificate of Incorporation or Bylaws or other
organic document of such Selling Entity; (b) violate, conflict with, modify or
cause any default under or acceleration of (or give any party any right to
declare any default or acceleration, upon notice or passage of time or otherwise
with respect to), in whole or in part, any Contract to which such Selling Entity
or any of the Acquired Assets is bound; (c) violate, conflict with or cause any
default under (or give any party any right to declare any default, upon notice
or passage of time or otherwise, under) any Legislative Enactments, Official
Actions or any other restriction of any kind or character by which the Selling
Entities or any of their properties or any of the Acquired Assets is bound; (d)
result in the creation or imposition of any Lien, proscription or restriction on
any of the Acquired Assets; or (e) to the best knowledge of the Selling
Entities, permit any Tribunal to impose any material restrictions or limitations
of any nature on the Selling Entities or their properties or activities.

         3.4 Consents.

                  (a) Intergraph has fully complied with the requirements of the
HSR Act and the documents filed by it pursuant to the HSR Act adequately respond
to its requirements. Except as set forth in Schedule 3.4(a), no other Consent
of, or registration, declaration or filing with, or permit from, any Tribunal,
lessor, lender or any other Person is required to be made or obtained by any of
the Selling Entities in connection with the execution, delivery and performance
by any of the Selling Entities of this Agreement or the other agreements
contemplated hereby or the consummation of the transactions contemplated hereby
or thereby in accordance with the terms hereof and thereof.

                  (b) After the Closing, except as set forth on Schedule 3.4(b),
Bentley shall have the unrestricted right to own, use, license, operate and
sell, directly or indirectly, through distributors, resellers or others, all or
any of the Acquired Assets without the payment of any royalty, license or other
fee to any Person, including without limitation any transfer fee, relicensing
fee or other fee with respect to Software to be transferred or assigned.

         3.5 General Warranty. All written statements, certificates or documents
furnished by any Selling Entity in accordance with this Agreement, taken as a
whole, are true, complete and correct in all material respects and do not
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading.

                                      -19-

         3.6 Challenges To This Agreement. No suit, action, proceeding or
investigation against any Selling Entity challenging this Agreement or any of
the transactions contemplated hereby or claiming damages in connection with this
Agreement or any of the transactions contemplated hereby has been instituted or,
to the knowledge of the Selling Entities, threatened.

         3.7 Financial Information. The financial information listed on Schedule
3.7 fairly and accurately presents in all material respects the license and
maintenance revenues (net of third party costs and not including any
MicroStation revenues) for the Civil, Raster and Plotting products for the year
ended December 31, 1999 and for the six months ended June 30, 2000.

         3.8 Customer Discounts. Except as set forth on Schedule 3.8, since
January 1, 2000, no Selling Entity has provided any of the Civil, Raster or
Plotting products or services relating thereto at discounted rates or free of
charge to any customer as a rebate, discount, advance or allowance, except in
the ordinary course of business, consistent with past practices for these
products.

         3.9 Absence of Changes. Except as set forth in Schedule 3.9, since
January 1, 1999, there has not been, occurred or arisen any change in, or any
event (including without limitation any damage, destruction or loss, whether or
not covered by insurance), condition or state of facts of any character that
individually or in the aggregate has or may be expected to have a material
adverse effect on any of the Acquired Assets. Since January 1, 2000, except as
set forth in Schedule 3.9, no Selling Entity has taken or failed to take any
action the taking of which or failure of which to take, as the case may be,
would have violated any of the provisions of Sections 5.2 or 5.3 if they had
then been applicable to the Acquired Assets.

         3.10 Taxes. Except as otherwise disclosed in Schedule 3.10, and except
for any Taxes which may be contested in good faith by any Selling Entity, each
Selling Entity has paid or will pay on the due date all Taxes owing by it
(whether or not shown on any Tax Return), which are due and payable on or before
the Closing Date. There are no Liens for Taxes upon any of the Acquired Assets.

         3.11 Disputes and Litigation. Except as set forth in Schedule 3.11,
there is not existing or pending or, to the best knowledge of the Selling
Entities, threatened, any suit, action, litigation, proceeding, investigation,
claim, complaint or accusation affecting or against any of the Selling Entities
with respect to any of the Acquired Assets (including, without limitation, any
complaints, claims or accusations relating to infringement of any Intellectual
Property included in the Acquired Assets).

         3.12 Environmental Matters. To the best knowledge of the Selling
Entities, each Selling Entity is and has always been in compliance with all
Environmental Laws in respect of the Acquired Assets. Except as set forth in
Schedule 3.12, no Selling Entity has ever received any complaint, order,
citation or notice, public or private, with respect to any possible violation of
the Environmental Laws or obligation or liability thereunder related to any of
the Acquired Assets. No Hazardous Substance has ever been stored, discharged,
emitted, released or disposed of by or on behalf of, or at the direction of any
Selling Entity in connection with the operation,

                                      -20-

sale or licensing of any of the Acquired Assets, except in compliance with
applicable Environmental Laws.

         3.13 Millennium Compliance. Except as set forth in Schedule 3.13, all
Intellectual Property included within the Acquired Assets is "Millennium
Compliant."

         3.14 Certain Relationships. No Affiliate of Intergraph, other than the
Selling Entities, holds any assets included in the Acquired Assets. No officer
or director of any Selling Entity (or any relative of any such director or
officer) has any material business or other relationship (as creditor, lessor,
lessee, supplier, dealer, distributor, franchisee, customer or otherwise) with
the Selling Entities with respect to any of the Acquired Assets. To the best
knowledge of the Selling Entities, none of the Selling Entities or any of their
respective Affiliates, directors or officers has, directly or indirectly, given
or agreed to give any improper gift or similar benefit to any creditor, lessor,
lessee, supplier, dealer, distributor, franchisee, customer, competitor or
governmental employee or official (domestic or foreign) the absence or
discontinuation of which could have had a material adverse effect on the
Acquired Assets.

         3.15 Title to Properties and Absence of Liens; Sufficiency of Assets.
Each of the Selling Entities has good title or valid leasehold title to the
Acquired Assets which it is conveying hereunder, subject to no Liens except as
disclosed in Schedule 3.15, all of which will be terminated, released or removed
prior to the Closing, and subject to no rights of any third parties to license,
relicense or sell any of the Acquired Assets except as disclosed in Schedule
3.15. Other than the Acquired Assets, no material tangible computer equipment
and peripherals are used primarily in connection with the business of
developing, selling, licensing and maintaining the Civil, Raster and Plotting
products or are necessary for the use thereof.

         3.16 Compliance with Law. To the best knowledge of the Selling
Entities, each of the Selling Entities (a) has complied with all Legislative
Enactments applicable to the Acquired Assets, and (b) has duly and timely made
all filings and submissions that are required by Legislative Enactments to be
made with respect to the Acquired Assets.

         3.17 Contracts. Schedule 3.17 sets forth a true, complete and correct
list, of the following (true, complete and correct copies, or if none, written
descriptions, of which have been provided or made available to Bentley, together
with all exhibits, amendments or modifications thereto):

                  (a) All Contracts, including without limitation, all
Maintenance Agreements, relating to any obligations or liabilities to be assumed
by Bentley as part of the Assumed Liabilities;

                  (b) All Contracts pursuant to which any Selling Entity may
have delivered to another Person, or granted or agreed to grant (whether or not
any requirement such as the giving of notice, the lapse of time or the happening
of any further condition, event or act has been satisfied) to another Person the
rights to obtain, any source code to any Software relating to the

                                      -21-

Civil, Raster or Plotting products of the Selling Entities including, without
limitation, any software escrow Contracts;

                  (c) All Contracts pursuant to which any Selling Entity may
have delivered to another Person, or granted or agreed to grant (whether or not
any requirement such as the giving of notice, the lapse of time or the happening
of any further condition, event or act has been satisfied) to another Person the
rights to obtain, any Software "keys" allowing access to additional modules or
programs of any Software relating to the Civil, Raster or Plotting products;

                  (d) All performance bonds posted by any Selling Entity in
connection with the Civil, Raster or Plotting products;

                  (e) All Maintenance Agreements which expire after the
Expiration Date (as defined in Section 7.1);

                  (f) All Maintenance Agreements or other Contracts which
obligate any of the Selling Entities to warranty periods longer than 90 days or
which obligate any of the Selling Entities to provide services or products
beyond the ordinary and customary scope of such Selling Entity's standard form
of Maintenance Agreement; and

                  (g) Any obligations under any Contracts included in the
Assumed Liabilities relating to periods before the Closing Date which will not
be completed as of the Closing Date.

         Except to the extent indicated on Schedule 3.17, all Persons to which
any of the Selling Entities has granted a license with respect to the Software
have accepted the Software under the terms of the applicable Contract.

         3.18 Employees.

                  (a) Intergraph has previously provided to Bentley a true,
complete and correct list of each employee, consultant and independent
contractor of each of the Selling Entities whose primary function relates to the
Civil, Raster or Plotting products, together with each such Person's name, job
title, and duration of employment with such Selling Entity. Bentley and
Intergraph have agreed upon which of those employees Bentley has or will offer
employment as of the Closing Date (collectively, the "Transferred Employees"). A
list of the Transferred Employees is contained in Schedule 3.18(a). The Selling
Entities have provided a written list to Bentley detailing the current annual
compensation or hourly rate and amounts in form of special fringe benefits for
each of the Transferred Employees. Each of the Selling Entities with respect to
the Transferred Employees, (i) is in compliance with all applicable Legislative
Enactments and Official Actions regarding employment, wages and hours and (ii)
is not engaged in any unfair labor practice or discriminatory employment
practice. Except as set forth on Schedule 3.18(a), no Transferred Employee is
subject to any Non-Compete Covenant with the Selling Entities that will be in
effect following the Closing or, to the best knowledge of the Selling Entities,
any third party. Except as set forth on Schedule 3.18(a), no lawsuit or
complaint against the Selling Entities with respect to any Transferred Employees
has been filed or, to the best knowledge of the Selling Entities, is threatened
to be filed, with or by the National Labor Relations Board, the

                                      -22-

Equal Employment Opportunity Commission or any other Tribunal that regulates
labor or employment practices, and there is no grievance filed or, to the best
knowledge of the Selling Entities, threatened to be filed, against any of the
Selling Entities by any Transferred Employee pursuant to any collective
bargaining or other employment agreement. To the best knowledge of the Selling
Entities, no Transferred Employee will terminate his employment or cease to do
business with Bentley after consummation of the transactions contemplated by
this Agreement There are no material controversies pending or threatened between
the Selling Entities and any of Transferred Employees. Except as set forth in
Schedule 3.18(a), no Selling Entity has been a party to any Contract with any
union, labor organization or collective bargaining unit with respect to any of
the Transferred Employees. No union organizing or election activities involving
any Transferred Employees of the Selling Entities are in progress or, to the
best knowledge of the Selling Entities, threatened.

                  (b) All payments due from any Selling Entity on account of
employer's social security contributions and employee health and welfare
insurance under applicable Legislative Enactments with respect to the
Transferred Employees in respect of years and periods (and portions thereof)
ended on or prior to the Closing Date were paid or accrued prior to the Closing
Date.

                  (c) All severance payments, if any, which as of the Closing
Date would be payable by any Selling Entity with respect to any of the
Transferred Employees under the terms of any oral or written agreement or
commitment, have been or will be paid within thirty days after the Closing Date.
No Selling Entity has made any payments, or is or will become obligated to make
any payments to any Person as a result of the transactions contemplated by this
Agreement which could result in "excess parachute payments" (as defined in
Section 280G(b) of the Code) to any such Person.

                  (d) Each Selling Entity has withheld proper amounts from the
Transferred Employees (all of which have been timely remitted to the appropriate
Tax authority) and has timely filed or will timely file all Tax Returns with
respect to employee income Tax withholding and social security and unemployment
Taxes, all in compliance with the Tax withholding provisions of the Code and
other applicable Legislative Enactments.

                  (e) Through the Closing Date, the Selling Entities shall have
taken all necessary actions (if any) to comply with the WARN Act, to the extent
any of them is subject to such act, and the Selling Entities shall not have any
disclosure or announcement obligations under the WARN Act. As of the date
hereof, and in reliance upon the covenant of Bentley in Section 6.3 hereof, the
Selling Entities do not contemplate any "plant closing" or "employee layoff," as
such terms are used in the WARN Act, with respect to any of their respective
employees whose primary function relate to the Acquired Assets.

                  (f) Schedule 3.18(f) sets forth a true, complete and correct
list of all employment and other agreements to which any Selling Entity is a
party with respect to any of the Transferred Employees.

                                      -23-

                  (g) No Selling Entity has made any representations or
warranties or any other statements or communications regarding Bentley's right,
ability, plan or intention to dismiss any employee, consultant or independent
contractor or the terms and conditions upon which any such Person will be
employed or engaged by Bentley, other than statements regarding the terms and
conditions of employment or engagement based on information provided in writing
by Bentley.

         3.19 Employee Benefit Matters.

                  (a) Schedule 3.19(a) indicates therein each and every
"employee welfare benefit plan" (as defined in Section 3(1) of ERISA)
maintained, contributed to or to which contributions are required to be made by
Intergraph or any of its Affiliates with respect to the Transferred Employees
either presently or within the previous 12-month period, or any such plan to
which Intergraph or any of its Affiliates contributes, is required to contribute
or has contributed (such plans being hereinafter collectively referred to as the
"Employee Welfare Benefit Plans"). Intergraph has delivered to Bentley true,
complete and correct copies of each and every Employee Welfare Benefit Plan,
together with all documents and instruments establishing or constituting any
related trust, annuity contract or other funding instrument, and including any
summary plan descriptions or substantive communication to employees concerning
the establishment, operation or termination of any such plan.

                  (b) Schedule 3.19(b) indicates therein each and every
"employee pension benefit plan" (as defined in Section 3(2) of ERISA)
maintained, contributed to or to which contributions are required to be made by
Intergraph or any of its Affiliates with respect to the Transferred Employees
either presently or within the previous 12 months, including any Multiemployer
Pension Plan (as defined in either Section 3(37) or Section 4001(a)(3) of ERISA)
(such employee benefit plans being hereinafter collectively referred to as the
"Employee Pension Benefit Plans"). Intergraph has delivered to Bentley true,
complete and correct copies of each and every such Employee Pension Benefit
Plan, together with such copies of all documents or instruments establishing or
constituting any related trust, annuity contract or other funding instruments,
and including any summary plan descriptions or substantive description or
communication concerning such plan to employees or participants therein.

                  (c) Schedule 3.19(c) indicates therein each and every stock
option plan, pension plan, collective bargaining agreement, bonus, incentive
award, vacation pay, severance pay or any other material personnel policy,
employee benefit plan arrangement, agreement or understanding which Intergraph
or any of its Affiliates presently maintains or has maintained in the previous
12-month period or to which Intergraph or any of its Affiliates contributes or
has contributed in such period, or has been required to contribute in such
period, with respect to the Transferred Employees, and which is not required to
be listed on Schedule 3.19(a) or 3.19(b) (including with respect to any plans
which are unwritten, a detailed written description of eligibility,
participation, benefits, funding arrangements, assets and any other matters
which relate to the obligations of Intergraph or its Affiliates). Intergraph has
delivered to Bentley a true, complete and correct copy of each such plan
together with copies of all documents or instruments

                                      -24-

establishing or constituting any related trust, annuity contract or other
funding instruments, and including any substantive communication to employees or
participants concerning such plans.

                  (d) Except as contemplated by Sections 5.9(e), (f) and (g),
neither Bentley nor any of its Affiliates will have any liability of whatever
nature or kind including with respect to the establishment, maintenance,
operation or termination of any employee benefit plan, practice or program,
including any Employee Welfare Benefit Plan, Employee Pension Benefit Plan or
other plan described in paragraph (c) above, by reason of Bentley's acquisition
of the Acquired Assets, including any liability to the PBGC, any employee
benefit plan, the trustee of any employee benefit plan or any employee or
participant or any other corporation, individual, trust, entity or government
agency.

                  (e) Neither Bentley nor any of its Affiliates will have any
obligation to maintain any medical benefit plans, programs or practices, nor to
allow any individual, whether an employee, participant, former employee or
beneficiary of one of the foregoing, to participate in any health care plan, by
reason of the health care continuation requirements of COBRA, except with
respect to those individuals who actually become employees of Bentley or its
Affiliates, and thereafter an event occurs entitling the employee, or some
person related to the employee, to such health care continuation coverage by
reason of an employee's employment with Bentley and participation in Bentley's
medical benefit plans.

         3.20 Compliance with Export Laws. Each Selling Entity currently holds
and is in compliance with the export licenses listed with respect to such Person
in Schedule 3.20; such export licenses are the only export license documents
issued with respect to the Acquired Assets as of the date hereof. Each Selling
Entity is also in compliance with the general export licenses it relies upon
with respect to the Acquired Assets.

         3.21 Inventories. All of the inventories included in the Acquired
Assets were purchased or acquired in the ordinary course of business, consistent
with past practices, and are in good condition.

         3.22 Intellectual Property.

                  (a) Schedule 3.22(a), together with Schedule 3.23(a), sets
forth a true, complete and correct list of all items of Intellectual Property
(i) which are owned by a Selling Entity, and (ii) which comprise a part of the
Acquired Assets (the "Owned IP"). Except as expressly disclosed in Schedule
3.22(a), all patents, trademark registrations and copyright registrations which
are part of the Owned IP are in good standing, have been validly prosecuted or
issued, are subsisting, and are in full force and effect in accordance with
their terms.

                  (b) Schedule 3.22(b), together with Schedule 3.23(b), sets
forth a true, complete and correct list of all items of Intellectual Property
(i) which no Selling Entity owns, but in which a Selling Entity has a right or
rights (by license or otherwise) and (ii) which also comprise a part

                                      -25-

of the Acquired Assets (the "Non-Owned IP"). The right of the Selling Entities
and/or Bentley to use the Non-Owned IP is governed under the license agreements
or other Contracts listed on Schedules 3.22(b) and 3.23(b).

                  (c) To the best of the Selling Entities' knowledge, the
development, license, use, sale, distribution, modification and exploitation of
the Owned IP by the Selling Entities, and the use of the Non-Owned IP by the
Selling Entities have not infringed on or otherwise violated the rights of any
other Person or constituted an unlawful disclosure, use or misappropriation of
the right or rights of any other Person. The continued and future license, use,
sale and distribution of the Owned IP by Bentley and its agents, representatives
or Affiliates from and after the Closing in a manner which is identical to the
license, use, sale and distribution by the Selling Entities prior to the
Closing, and the continued and future use of the Non-Owned IP by Bentley and its
agents, representatives or Affiliates from and after the Closing in a manner
which is identical to the use by the Selling Entities prior to the Closing,
shall not constitute an infringement or other violation of the rights of any
other Person or constitute an unlawful disclosure, use or misappropriation of
the right or rights of any other Person. No Selling Entity is in material
violation of, or in default under, any Contract or other legal requirement
relating to the Owned IP and the Non-Owned IP.

                  (d) To the best of the Selling Entities' knowledge, there is
(i) no suit, action, complaint, proceeding, opposition, petition to cancel,
interference, re-examination or audit pending or threatened with respect to,
(ii) no presently existing factual basis that is reasonably likely to result in
any suit, action, complaint, proceeding or formal audit contesting, and (iii) no
outstanding Official Action concerning, any of (A) the Owned IP or the Non-Owned
IP, (B) any right of the Selling Entities to develop, license, use, offer to
sell, sell, reproduce, display, perform, transmit, reduce to practice,
distribute modify or otherwise exploit the Owned IP or (C) any right under a
Contract or any other right of the Selling Entities to use the Non-Owned IP.

                  (e) Except as set forth on Schedule 3.22(e), to the best
knowledge of the Selling Entities, the Selling Entities have the exclusive
right, which is non-terminable and not subject to expiration or revocation, to
develop, license, control or regulate the use of, make, offer to sell, sell,
have made, have used, perform, transmit, reproduce, copy, have sold, distribute,
modify and otherwise exploit (and authorize others to exploit), transfer or
assign as the exclusive owner or author the Owned IP without any valid legal or
equitable claim by, or payment or other obligation owing to, or Consent from,
any Person, and Bentley will acquire at the Closing all of such rights in the
Owned IP at least on the same basis and geographic scope as that enjoyed by the
Selling Entities immediately prior to the Closing, without any diminution or
alteration as a result of the Closing.

                  (f) Except as set forth on Schedule 3.22(f) (and subject to
the express terms of those Contracts which are listed in Schedules 3.22(b) and
3.23(b) to the extent that true and complete copies have been provided to
Bentley), the Selling Entities have the right, which is non-terminable and not
subject to expiration or revocation, to use the Non-Owned IP without any valid
legal or equitable claim by, or payment or other obligation owing to, any other
Person, and Bentley will acquire at the Closing all of such rights on the same
basis as that enjoyed by the Selling Entities immediately prior to the Closing,
without any diminution or alteration as a result

                                      -26-

thereof. Schedule 3.22(f) sets forth a true and complete list of all Consents
required to permit Bentley to make, license, use, have sold, have made, have
used, perform, display, transmit, reproduce, make derivative works of, sell,
distribute, modify and otherwise exploit (and authorize others to exploit),
transfer or assign the Non-Owned IP on the same basis as that enjoyed by the
Selling Entities immediately prior to the Closing, without any diminution or
alteration as a result thereof (except with respect to Software which may have
been installed by a Transferred Employee without Intergraph's authorization on
an individual personal computer included in the Acquired Assets which Software
is not material to the Acquired Assets).

                  (g) Except as set forth on Schedule 3.22(g), the rights to
develop, make, license, use, have sold, have made, have used, perform, copy,
make derivative works of, sell, distribute, modify and exploit the Owned IP held
by Bentley immediately after the Closing and the consummation of the
transactions contemplated by this Agreement will be the same rights to develop,
make, license, use, sell, have sold, have made, have used, perform, display,
transmit, reproduce, make derivative works of, distribute, modify and exploit
the Owned IP held by the Selling Entities immediately prior to the Closing and
consummation of the transactions contemplated by this Agreement, without any
diminution or alteration as a result of the Closing or the consummation of any
of the transactions contemplated by this Agreement.

                  (h) Except (i) with respect to rights under the agreements
entered into pursuant to this Agreement, or (ii) as set forth in Schedule
3.22(h) or in Schedule 3.17, to the best knowledge of the Selling Entities, the
Selling Entities have not granted or obligated themselves to grant to any Person
any license, option or other right to develop, make, license, sell, have sold,
have made, have used, perform, copy, make derivative works of, distribute or
modify in any manner any of the Owned IP, whether or not requiring payment to
the Selling Entities. No Person has asserted any right to develop, make,
license, use, sell, have sold, have made, have used, perform, copy, make
derivative works of, distribute, modify or otherwise exploit the Owned IP except
in accordance with a license or other Contract described on Schedule 3.23(h) or
Schedule 3.17, or offered to grant any Selling Entity a license or any other
right of use with respect to the Owned IP. No Selling Entity has any obligation
to compensate any Person for any development, license, use, sale, distribution,
modification or other proprietary right of any of the Owned IP, except as set
forth on Schedule 3.17. No consent, approval, or authorization of or by any
other Person will be required after the Closing either (i) for Bentley to
develop, license, make, use, sell, have sold, have made, have used, perform,
copy, make derivative works of, distribute, modify or exploit any of the Owned
IP or (ii) for Bentley to use the Non-Owned IP. To the best knowledge of the
Selling Entities, no Person has or shall have any right to terminate or revoke
any grant to or other acquisition by any Selling Entity of any right to develop,
license, make, use, sell, have sold, have made, have used, perform, copy, make
derivative works of, distribute, modify, or exploit any of the Owned IP. None of
the Owned IP was developed as part of the performance of any obligation for any
Tribunal, or any other Person which would require the taking of any action,
whether or not actually taken, in order for all rights to the Owned IP to become
vested in, or retained by, any Selling Entity. Other than the Owned IP and the
rights of any Selling Entity in the Non-Owned IP, except as set forth in
Schedule 3.22(h), no material Intellectual Property right is used in connection
with the Civil, Raster or Plotting products or is necessary for the use thereof.

                                      -27-

                  (i) Schedule 3.22(i) sets forth a true, complete and accurate
list of all patents, patent applications, provisional applications, trademark
registrations, applications for trademark registration, copyright registrations,
applications for copyright registration and other registrations of and
applications to register Owned IP by or for any Selling Entity with any
government or governmental instrumentality, and lists such items by country,
name, registration/application number, status and any pending actions. All such
patents and any such registrations are in good standing, have been validly
prosecuted or issued, are subsisting, and are in full force and effect in
accordance with their terms. To the best knowledge of the Selling Entities, no
Person other than a Selling Entity has either applied for any patent or
registered any claim to copyright with respect to any part of the Owned
Software. The Selling Entities have taken sufficient measures to protect their
Owned IP and Non-Owned IP and perfect the chain of title for the Owned IP such
that Bentley may file and record, with the appropriate government agencies,
applications for patent, trademark and/or copyright protection for Owned IP for
which there is no current corresponding patent or registration.

                  (j) Except as set forth in Schedule 3.11 and to the best
knowledge of the Selling Entities, (i) none of the Owned IP has been infringed
by any other Person and none is threatened, and (ii) none of the Owned IP is
being used by any other Person except pursuant to a license agreement or other
Contract as set forth in Schedule 3.22(h).

         3.23 Software.

                  (a) Schedule 1.1(c) sets forth a true, complete and correct
list of all items of Software (i) which are owned by a Selling Entity and (ii)
which comprise a part of the Acquired Assets (the "Owned Software"). The Owned
Software shall include without limitation all earlier or predecessor versions of
any of such Software (whether or not released, distributed or sunsetted) if and
to the extent that such can be identified.

                  (b) Schedule 3.23(b) sets forth a true, complete and correct
list of all items of Software (i) which is not owned by any Selling Entity but
in which a Selling Entity has a right or rights (by license or otherwise) and
(ii) which also comprise a part of the Acquired Assets (the "Non-Owned
Software"). The right of the Selling Entities to use the Non-Owned Software is
under the assignments or other Contracts listed in Schedule 3.23(b). To the best
knowledge of the Selling Entities, the use by Bentley of the Non-Owned Software
will not constitute an infringement or other violation of the rights of any
other Person or constitute an unlawful disclosure, use or misappropriation of
the right or rights of any other Person. No rights of any third party not
previously obtained are necessary to use, market, license, sell, modify, update,
and/or create derivative works for any Non-Owned Software as to which the
Selling Entities takes any such action in their business as currently conducted.

                  (c) All Owned Software is free from material defects in
programming and operation and performs in accordance with all normal industry
expectations for quality and relevant HELP files and published user manuals
therefor and in accordance with all technical, promotional and other written
material used or provided to any Person in connection with the Owned Software.
With respect to all Owned Software, the Selling Entities maintain
machine-readable master-reproducible copies, reasonably complete technical
documentation and/or user

                                      -28-

manuals for the most current releases or versions thereof and for all earlier
releases or versions thereof currently being supported by the Selling Entities;
and such software can be maintained and modified by reasonable competent
programmers familiar with such language, hardware and operating systems.

                  (d) Each of the Selling Entities has performed all obligations
imposed upon it by any Contract with regard to the Software which are required
to be performed by it on or prior to the date hereof, and no Selling Entity or,
to the best knowledge of the Selling Entities, any other party, is in breach of
or default thereunder in any respect, nor to the best knowledge of the Selling
Entities, is there any event which with notice or lapse of time or both would
constitute a default thereunder.

                  (e) For purposes of this section, the word "accepted" shall
mean that all deliverables owed to a licensee have been delivered and licensee
has either (i) no entitlement to any further acceptance period, trial, testing
period or the like, (ii) completed all applicable testing processes and accepted
the deliverables, or (iii) any and all applicable acceptance or testing periods
have expired according to their terms so that the recognition of revenue
resulting from such contracts is not contingent upon the conclusion of such
activities.

                  (f) To the best knowledge of the Selling Entities, no Software
comprising a part of the Acquired Assets (i) contains any coded instructions,
anti-circumvention measures, routine, or other means (including but not limited
to any back door) that would enable any person or computer system, including
authorized or unauthorized users, to bypass any log-in and/or any security
feature of the Software or any computer on which the Software is installed; (ii)
contains any coded instructions, anti-circumvention measures, routine or other
means (including but not limited to any time bomb or drop dead device) that,
when activated in accordance with a predetermined method, date, or event, causes
the Software to cease to operate, to operate in a degraded manner, to damage or
destroy data or code, or otherwise deleteriously affect the functioning of the
Software, other programs, or the computer systems on which the Software is
installed or with which such computer systems are in communication (except
demonstration versions or copies of Software which cease to function at a
predetermined date if not purchased or if other similar action is not taken);
(iii) contains any coded instructions, anti-circumvention measures, routine or
other means that causes the Software, other software, or the computer system on
which the Software is installed to perform an unauthorized function or to
operate in an unauthorized manner; or (iv) contains any coded instructions,
anti-circumvention measures, routine or other means (including any virus, trojan
horse, or worm) that disables, erases, or otherwise harms software, hardware or
data or otherwise causes such actions.

         3.24 Development and Protection of the Owned IP.

                  (a) The Owned IP (except for patents) consists exclusively of
"works made for hire" as that term is used in Title 17 of the United States
Code, and a Selling Entity is considered the author of each of such works. The
Selling Entities have obtained from all appropriate Persons duly authorized and
validly executed assignments of all patents included in the Owned IP that were
not invented, created or originally developed by the Selling Entities. Except as
set forth on Schedule 3.24(a), the Owned IP was developed entirely by (i) full
time employees of a

                                      -29-

Selling Entity working within the scope of their employment within the meaning
of 17 USC Section 101 during the period (for each such person, the employee's
"Engagement Period") in which either (I) (A) he or she was a full time employee
of a Selling Entity, (B) he or she was employed only by a Selling Entity and (C)
he or she was expressly employed for the purpose of or his written job
description in the employment of a Selling Entity at the time of such actions
included as a primary duty the development of part of the Owned IP or (II) he
was subject to a valid and enforceable written Contract which assigned to such
Selling Entity ownership of the work or works produced, including, without
limitation, all intellectual property rights therein (such employee, solely when
meeting all of these criteria, referred to as a "Developer"), or (ii)
independent contractors or consultants engaged by a Selling Entity which have
assigned in writing to such Selling Entity their entire right, title, and
interest in and to the work or works produced, including without limitation all
intellectual property rights therein pursuant to a valid and enforceable written
Contract (such contractor or consultant meeting these criteria also referred to
as a "Developer"). Except as set forth in Schedule 3.24(a), no material Owned IP
includes any Intellectual Property in which any Person other than a Selling
Entity have or may acquire any right of ownership, control or compensation, any
invention made by any employee of a Selling Entity who was not hired to invent
at any time other than during the employee's Engagement Period or any
independent contractor or consultant engaged by a Selling Entity who is not
subject to one of the Contracts referred to in this Section 3.24(a)(ii), or the
product of any effort to develop independently, through a "clean room" effort or
otherwise, an expression in which any Person other than a Selling Entity has
intellectual property rights. None of the Owned IP is the product of a joint
invention or authorship by a Developer and any Person who is not also a
Developer. To the best knowledge of the Selling Entities, no right of any Person
other than a Selling Entity to any patent, patent application, trademark or
copyright is embodied in any of the Owned Software, except as set forth on
Schedule 3.24(a).

                  (b) The Selling Entities have taken appropriate measures to
(i) protect and obtain (but not register) copyrights and (ii) protect for the
sole use and benefit of the Selling Entities the confidential and proprietary
nature of the trade secrets, source code, object code and access codes for the
Owned Software. Except as set forth in Schedule 3.24(b), each Person, including
without limitation employees, agents, consultants, distributors and licensees of
a Selling Entity, who has had access to or otherwise been exposed to such
Software or trade secrets related thereto (including without limitation any of
the source code for the Owned Software) has been advised of the confidential and
proprietary nature thereof and any such agent, consultant, distributor or
licensee has been required to enter into a written agreement with a Selling
Entity acknowledging and agreeing that (i) the Owned IP is and shall remain the
sole and exclusive property of, and may be confidential to, such Selling Entity,
and (ii) the Owned IP is not to be used or disclosed to any Person other than as
specifically authorized by such Selling Entity. Each of the Contracts referred
to in Section 3.24(b) and the Contracts referred to in Section 3.24(a)(i) was
and is in full force and effect, and constitutes the legal, valid and binding
obligation of each Selling Entity which is a party thereto and, to the best
knowledge of the Selling Entities, each other Person which is a party thereto,
enforceable in accordance with its terms, except that such enforcement may be
subject to bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally and that
the remedy of specific performance and injunctive relief may be subject to
equitable defenses and to the discretion of

                                      -30-

the court before which any proceeding may be brought. Each Selling Entity has
kept all of the Trade Secrets relating to the Software, including without
limitation all of the source code for the Owned Software, strictly confidential
and secret. Such Trade Secrets are not and have not been a part of the public
knowledge or literature. No Selling Entity has disclosed, divulged or otherwise
provided access to any part of the source code, object code or access codes for
the Owned Software other than to Persons which have entered into written
confidentiality agreements with the appropriate Selling Entity or who have a
confidential relationship with the Selling Entity or a duty to keep such source
code for the Owned Software confidential. To the best knowledge of the Selling
Entities, no Person which is a party to such a confidentiality agreement or has
a confidential relationship with any Selling Entity is in violation of, or in
default under, any term or provision of such Contract which relates to the Owned
IP.

         3.25 Brokers. None of the Selling Entities has authorized any Person to
act as a broker or finder or in any similar capacity in connection with this
Agreement or the transactions contemplated hereby in such a manner as to give
rise to a valid claim against Bentley for any brokers' or finders' fees or
similar fees or expenses.

                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF BENTLEY

         To induce the Selling Entities to enter into this Agreement and to
consummate the transactions contemplated hereby, Bentley represents and warrants
to the Selling Entities as set forth in this Article IV.

         4.1 Corporate Existence and Authority. Bentley is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Bentley has all requisite power and all requisite franchises,
licenses, permits and authority to own and lease its properties and assets and
to carry on its business, as such business has been conducted and is being
conducted currently.

         4.2 Authorization and Effect of Agreement, Etc. Bentley has all
requisite power and authority to enter into, execute and deliver this Agreement
and the other agreements contemplated hereby and to perform its obligations
hereunder and thereunder and to consummate the respective transactions
contemplated hereby and thereby. The execution, delivery and performance of this
Agreement by Bentley and the other agreements contemplated hereby and the
consummation by Bentley of the transactions contemplated hereby and thereby have
been duly authorized by all corporate action. This Agreement has been, and the
other agreements contemplated hereby will be, duly executed and delivered by
Bentley and constitutes, or when executed and delivered will constitute, the
valid and binding obligation of Bentley, enforceable in accordance with their
respective terms, except that such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally.

                                      -31-

         4.3 No Violation. Neither the execution, delivery or performance by
Bentley of this Agreement or any other agreement contemplated hereby, nor the
consummation by Bentley of any of the transactions contemplated hereby or
thereby in accordance with the terms hereof or thereof, does or will (with the
passage of time, the giving of notice or otherwise): (a) violate or conflict
with any provision of the Certificate of Incorporation or Bylaws of Bentley; (b)
violate, conflict with, modify or cause any default under or acceleration of (or
give any party any right to declare any default or acceleration, upon notice or
passage of time or otherwise, with respect to), in whole or in part, any Lien or
Contract to which Bentley is a party or by which Bentley or any of its
properties are bound; (c) violate, conflict with or cause any default under (or
give any party any right to declare any default, upon notice or passage of time
or otherwise, under) any Legislative Enactments or any other restriction of any
kind or character to which Bentley is a party or by which Bentley or any of its
properties is bound; or (d) to the best knowledge of Bentley, any Tribunal to
impose any restrictions or limitations of any nature on Bentley or its
properties or activities.

         4.4 Consents. Bentley has fully complied with the requirements of the
HSR Act and the documents filed by it pursuant to the HSR Act adequately respond
to its requirements. No other Consent of, or registration, declaration or filing
with, or permit from, any Tribunal, lessor, lender or any other Person is
required to be made or obtained by Bentley in connection with the execution,
delivery and performance by Bentley of this Agreement or the other agreements
contemplated hereby or the consummation of the transactions contemplated hereby
or thereby in accordance with the terms hereof and thereof.

         4.5 Challenges To This Agreement. No suit, action, proceeding or
investigation against Bentley challenging this Agreement or any of the
transactions contemplated hereby or claiming damages in connection with this
Agreement or any of the transactions contemplated hereby has been instituted or,
to the knowledge of Bentley, threatened.

         4.6 Brokers. Bentley has not authorized any Person to act as a broker
or finder or in any similar capacity in connection with this Agreement or the
transactions contemplated hereby in such a manner as to give rise to a valid
claim against any Selling Entity for any brokers' or finders' fees or similar
fees or expenses.

                                   ARTICLE V

                        COVENANTS OF THE SELLING ENTITIES

         To induce Bentley to enter into this Agreement and to consummate the
transactions contemplated hereby, the Selling Entities jointly and severally
covenant as follows:

         5.1 Consummation of Transactions. Subject to the terms and conditions
herein provided, from the date hereof through the Closing Date, each Selling
Entity will use commercially reasonable efforts to take, or cause to be taken,
all actions and do, and cause to be done, all things necessary, proper or
advisable to consummate and make effective, as promptly as practicable, the

                                      -32-

transactions contemplated by this Agreement. From the date hereof through the
Closing Date, no Selling Entity shall voluntarily take any action or course of
action inconsistent with the satisfaction of the conditions, terms and
provisions of this Agreement or the consummation of the transactions
contemplated by this Agreement.

         5.2 Conduct of Business. From the date hereof and through the Closing
Date, each Selling Entity shall conduct its business with respect to such
portion of the Acquired Assets as it may control only in the ordinary course of
business, consistent with past practices, unless Bentley shall otherwise consent
in writing. Without limiting the generality of the foregoing, unless Bentley has
given its prior written consent, no Selling Entity will take any action that
would cause the breach of any covenant of such Selling Entity in this Agreement
(including in this Article V) or that would cause the representations and
warranties of such Selling Entity in this Agreement (including those set forth
in Article III) to be untrue in any respect at any time through the Closing
Date.

         5.3 Preservation of Business. Without limiting the generality of
Section 5.1 and Section 5.2, from the date hereof and through the Closing Date,
each Selling Entity will, with respect to such portions of the Acquired Assets
and the Assumed Liabilities as it may control:

                  (a) use its best efforts to preserve intact its present
business organization and not alter or change its methods of operation;

                  (b) use its best efforts to preserve its goodwill and its
present business relationships with all Persons;

                  (c) use its best efforts to keep available the services of its
present officers and employees, except as Bentley may otherwise reasonably
request, provided that the Selling Entities shall not be obligated to increase
compensation or benefits outside of the ordinary course of business in order to
retain such persons;

                  (d) maintain and keep its respective portion of the Acquired
Assets in good repair and condition, normal wear and tear excepted;

                  (e) pay and perform, when due, all obligations under its
Contracts relating to the Acquired Assets;

                  (f) comply with and perform all its obligations and duties
imposed by all Legislative Enactments, except as may be contested by such
Selling Entity in good faith by appropriate proceedings;

                                      -33-

                  (g) not amend or make other changes to its Certificate of
Incorporation or Bylaws or other organic document in any manner whatsoever that
would inhibit or hinder its ability to consummate the transactions contemplated
hereby;

                  (h) not purchase, sell, lease, mortgage, pledge or otherwise
acquire or dispose of its respective portion of any Acquired Assets, except for
tangible personal property purchased, sold, leased or pledged in the ordinary
course of business, consistent with past practices;

                  (i) not enter into, or become obligated under, any Contract
relating to any of the Acquired Assets, or change, amend, terminate or otherwise
modify any such Contract, except for normal purchase, sale, license and lease
agreements and commitments for tangible personal property which are entered into
in the ordinary course of business, consistent with past practices;

                  (j) except in the ordinary course of business, consistent with
past practices, not waive, compromise or settle any right or claim with respect
to the Acquired Assets, or institute, settle or agree to settle any litigation,
action or proceeding with respect to the Acquired Assets before any Tribunal;

                  (k) not subject any of the Acquired Assets to any newly
created Lien or other adverse interest or restriction, other than Liens for
Taxes not yet due and payable that have been incurred in the ordinary course of
business, consistent with past practices;

                  (l) not grant any rebates, discounts, advances or allowances
to any customers with respect to the Civil, Raster or Plotting products, except
in the ordinary course of business, consistent with past practices (without
limiting the generality of the foregoing, none of the Selling Entities shall
provide any such products (including Software products) or services at
discounted rates or free of charge to any customer as a rebate, discount or
advance, except in the ordinary course of business, consistent with past
practices);

                  (m) not use or sell the inventories included in the Acquired
Assets, except in the ordinary course of business, consistent with past
practices; and

                  (n) not enter into any stocking transactions with dealers or
resellers pursuant to which such dealers or resellers purchase products included
in the Acquired Assets for the purpose of holding such products in their
inventories in quantities that exceed their customary quantities of such
products.

         5.4 Access to Information. From the date hereof to the Closing Date,
each Selling Entity shall furnish, and shall cause each Affiliate of such
Selling Entity which it directly or indirectly controls to furnish, to the
officers, employees and agents of Bentley reasonable access to (a) the officers,
employees, agents, properties, Books and Records as they relate to its
respective portion of the Acquired Assets and (b) all of its financial,
operating and other data and information with respect to its respective portion
of the Acquired Assets. No such examination, inspection or audit by Bentley or
its agents and representatives (whether in accordance with this Section 5.4 or

                                      -34-

otherwise) shall in any way diminish, modify, terminate or otherwise affect the
respective representations, warranties, covenants or agreements of the Selling
Entities contained in this Agreement or in any certificate or other instrument
furnished or to be furnished by the Selling Entities or any Affiliate of the
Selling Entities in connection with this Agreement.

         5.5 Notification of Certain Matters. Prior to the Closing Date, each
Selling Entity shall give prompt notice to Bentley of (a) any threatened or
actual lawsuit, any proposed settlement of any threatened or actual lawsuit and
any pending or threatened governmental action or proceeding of any kind known to
such Selling Entity which relates to its respective portion of the Acquired
Assets or the transactions then contemplated by this Agreement; or (b) any
material failure of the Selling Entities to comply with or satisfy any covenant,
condition or agreement then remaining to be complied with or satisfied by it
hereunder.

         5.6 Non-Solicitation. From the date hereof and until the second
anniversary of the Closing Date, no Selling Entity or any Affiliate of a Selling
Entity shall, directly or indirectly, solicit for employment (other than through
public advertisements or other widely disseminated employment notices) or hire
any Transferred Employee who is then currently employed by Bentley or its
Affiliates. From the date hereof and until the first anniversary of the Closing
Date, neither Bentley nor any Affiliate of Bentley, or Intergraph nor any
Affiliate of Intergraph, shall, directly or indirectly, solicit for employment
(other than through public advertisements or other widely disseminated
employment notices) any person who is then currently employed by the other party
or its Affiliates in the United Kingdom, Germany, Switzerland, Austria, France,
Sweden, Denmark, Norway, Finland, Russia, Poland, Czechoslovakia, Spain,
Portugal, Italy, Greece, the Netherlands or Belgium.

         5.7 Further Assurances; Transition Period. If at any time after the
Closing, Bentley shall consider or be advised that any further assignments,
conveyances, transfers or assurances in law, or any other actions or things, may
be necessary or appropriate to assign, convey, transfer, set over or deliver to,
or to vest, perfect or confirm in, Bentley any right, title or interest of any
Selling Entity, of record or otherwise, in or to the Acquired Assets or to place
Bentley in operating control of any of the Acquired Assets, such Selling Entity
shall promptly execute, deliver and record, or cause to be executed, delivered
and recorded, any and all such further instruments of assignment, conveyance and
transfer and take, or cause to be taken, all actions and do, or cause to be
done, all things, as may be reasonably requested by Bentley at Bentley's expense
to assign, convey, transfer, set over and deliver to, and to vest, perfect and
confirm in, Bentley all right, title and interest of such Selling Entity, of
record and otherwise, in and to the Acquired Assets or to place Bentley in
operating control of any of the Acquired Assets. Each Selling Entity shall also,
without additional consideration, provide assistance to Bentley as may be
reasonably requested by Bentley to assure the orderly transition of the Acquired
Assets to Bentley.

         5.8 Non-Competition. As a material inducement for Bentley to enter into
this Agreement, the Selling Entities covenant and agree that, commencing on the
Closing Date and continuing for a period of four (4) years thereafter, the
Selling Entities shall not, and will cause their Affiliates not to, directly or
indirectly, do any of the following:

                                      -35-

         (a)      develop, market or distribute any product (i.e., products used
primarily for road or rail design or survey) or maintenance programs that
compete with the Civil products included in the Acquired Assets or related
maintenance for such products; provided, however, that (i) the Selling Entities
or their Affiliates may develop, market or distribute certain products that are
not included in the Acquired Assets that contain, or in the future may contain,
certain civil functions (e.g., DTM creation, modeling and analysis, and
surveying) (the "Permitted Civil Products"); provided that neither the Selling
Entities nor any of their Affiliates will develop, market or sell any of the
Permitted Civil Products in substitution of or as a replacement for the Civil
products included in the Acquired Assets or maintenance programs for such
products, and (ii) Intergraph and its Affiliates may list Team GeoMedia products
developed by its Team GeoMedia Business Partners (as designated by Intergraph
from time to time in accordance with its Team GeoMedia publications, and none of
which are Intergraph Affiliates) in (a) Intergraph's catalogues for GeoMedia
products, (b) its GeoMedia web site, and (c) any other Intergraph marketing
programs for Team GeoMedia products; provided, in each case, that Intergraph's
materials and web site and programs shall not publicize any program offering
Team GeoMedia products in substitution of or as a replacement for the Civil
products included in the Acquired Assets or maintenance programs for such
products; and, provided further, that Team GeoMedia products shall not be
Permitted Civil Products hereunder except to the extent of activities described
in (a) through (c) in this subparagraph (ii);

         (b)      develop, market or distribute any products designed primarily
to plot, (or view representations thereof created in order to be plotted)
MicroStation and/or AutoCAD and/or Intellicad files (or files produced by any
MicroStation or AutoCAD or Intellicad layered application, or any DGN or DWG
files), or any maintenance program that competes with the Plotting products
included in the Acquired Assets or related maintenance for such products. The
foregoing shall not preclude: (A) products of the Selling Entities which are:
(i) for use in projects where the Selling Entities then provide vertical
engineering design products that are not layered on AutoCAD, Intellicad, or
MicroStation, and (ii) marketed primarily to plot data created by such vertical
engineering design products; or (B) maintenance of the Selling Entities which:
(i) is designed and marketed primarily for the products described in (A), and
(ii) does not provide discounted or concessionary "competitive upgrades" (or
similarly targeted marketing) to replace the Plotting products included in the
Acquired Assets. For the purpose of this Section 5.8(b), the Bundled Products to
be defined in the OEM Agreement between the parties when executed and delivered,
will be considered MicroStation layered applications;

         (c)      develop, market or distribute any stand-alone or server-based
MicroStation-based raster product for processing engineering drawings (other
than for GIS/Photogrammetry), or any maintenance programs that compete with the
Raster products included in the Acquired Assets or related maintenance for such
products, except in either case excluding the Selling Entities' or their
Affiliates' non-MicroStation based technology platforms that may be developed in
the future.

         In the event that the provisions of this Section 5.8 should ever be
deemed to exceed the time or geographic limitations or any other limitations
permitted by applicable law in any

                                      -36-

jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to the maximum permitted by applicable law. Each of the Selling Entities
specifically acknowledges and agrees that the foregoing restrictions are
reasonable and necessary to protect the legitimate interests of Bentley, that
Bentley would not have entered into this Agreement in the absence of such
restrictions, that any violation of such restrictions will result in irreparable
injury to Bentley, that the remedy at law for any breach of the foregoing
restrictions will be inadequate, and that, in the event of any such breach,
Bentley, in addition to any other relief available to it, shall be entitled to
temporary injunctive relief before trial from any court of competent
jurisdiction as a matter of course and to permanent injunctive relief without
the necessity of quantifying actual damages.

         5.9 Certain Employee Benefit Matters.

                  (a) The Selling Entities' Incentive Benefits. Not later than
thirty days following the Closing Date, each Selling Entity will pay to the
Transferred Employees any incentive compensation benefits due to such
Transferred Employees through the Closing Date and to the other Transferred
Employees the pro rata portion of the bonus payments to such persons through the
Closing Date, if any, in accordance with such Selling Entity's bonus scheme in
effect for 2000. For each Transferred Employee, such Selling Entity will pay
Bentley at the Closing (by way of a set off against the cash portion of the
Consideration) the amount of such Selling Entity's liability for accrued
vacation for such Transferred Employee in the amount assumed by Bentley. For
accrued vacation not assumed by Bentley, such Selling Entity will pay these
liabilities directly to the Transferred Employee within thirty days following
the Closing.

                  (b) Intergraph's Stock Incentive Plan. Intergraph shall
extend, for a period of three months from the date of termination with respect
to each Transferred Employee, the exercise periods under the Intergraph
Corporation 1992 Stock Option Plan and the Intergraph Corporation 1997 Stock
Option Plan for all vested awards as of the date of termination of employment by
Intergraph of such Transferred Employee.

                  (c) Employment Assistance. Each Selling Entity will cooperate
with Bentley in (i) the facilitation of the transfer of the Transferred
Employees to Bentley, (ii) the performance by Bentley of its obligations under
Section 6.3 to offer employment with Bentley to such employees of such Selling
Entity as such parties shall agree upon prior thereto and (iii) Bentley's effort
to employ such employees. No Selling Entity will (A) except upon the
authorization and direction of Bentley, make any representations, promises or
other communications, whether written or oral, to such employees regarding
employment with Bentley or employee benefits, plans or practices of Bentley, or
(B) take any act that diminishes Bentley's right to dismiss, subject to
applicable law, any such employee with or without cause.

                  (d) Expense Report Reimbursement. Each Selling Entity will
reimburse a Transferred Employee for any business related expenses incurred by
that Transferred Employee

                                      -37-

with respect to the period prior to the Closing in accordance with such Selling
Entity's standard expense reimbursement policy.

                  (e) Intergraph 401(k) Plan. Effective as of the date of the
termination of employment by a Selling Entity in connection with this
transaction, Intergraph, at its expense, shall take all actions which are
necessary and appropriate to fully vest each Transferred Employee in all amounts
in such employee's individual account in the Intergraph Corporation SavingsPlus
Plan (the "Intergraph 401(k) Plan"). Any Transferred Employee who, as of the
date of termination of such employee's employment with a Selling Entity, has an
outstanding balance on any loan from the Intergraph 401(k) Plan, shall be
eligible to transfer such loan, along with all amounts vested in such employee's
Intergraph 401(k) Plan individual account, into the Bentley 401(k)/Profit
Sharing Plan (the "Bentley 401(k) Plan") pursuant to a trust-to-trust transfer
("Plan Asset Transfer") made in accordance with the administrative policies and
procedures of the Bentley 401(k) Plan and Section 414(l) of the Code, provided
that at the time of the Plan Asset Transfer Intergraph represents and warrants
to Bentley that the Intergraph 401(k) Plan (i) provides for Plan Asset Transfers
and (ii) is a qualified employee pension benefit plan in compliance with Code
Sections 401 et seq. The plan administrator of the Intergraph 401(k) Plan shall,
upon reasonable request, promptly provide the plan administrator of the Bentley
401(k) Plan with any and all data, records and other information pertaining to
any Transferred Employee, a beneficiary, dependent, spouse or former spouse of
any Transferred Employee, the Intergraph 401(k) Plan individual account for any
Transferred Employee, and any other information considered necessary and
appropriate for the plan administrator of the Bentley 401(k) Plan to establish
and administer an individual account for any Transferred Employee in the Bentley
401(k) Plan. The plan administrator of the Intergraph 401(k) Plan shall further
cooperate to take all such reasonable actions as are necessary or appropriate
for such plan administrator to take to effect the Plan Assets Transfer in a
timely and efficient manner, including the filing of any reports, notices or
disclosures which may be required by any governmental agency.

                  (f) Social Security Contributions; Health Insurance. The
Selling Entities shall pay or cause to be paid all amounts accrued by them for
social security contributions and employee health and welfare insurance with
respect to Transferred Employees for years and periods (and portions thereof)
ended on or prior to the Closing Date.

         5.10 Enforcement of Certain Contracts and Confidentiality Agreements.
The Selling Entities agree to enforce, for the benefit of Bentley, any and all
rights of the Selling Entities under any Contract retained by the Selling
Entities pursuant to which any confidential or proprietary information relating
to any of the Acquired Assets was provided by the Selling Entities to any
Person. The Selling Entities shall promptly inform Bentley of any breach of
which any of them become aware by any Person of the confidentiality obligations
under any such Contract relating to confidential or proprietary information
relating to any of the Acquired Assets.

         5.11 Confidential Information. Each of the Selling Entities hereby
acknowledges that Bentley would be irreparably damaged if any proprietary or
confidential information possessed

                                      -38-

by any Selling Entity concerning the Acquired Assets or Bentley (except for any
information that is or becomes generally known to the public, otherwise than
through a breach of this Agreement) were disclosed to or used by any Person
engaged in competition with the Civil, Raster and Plotting products. Each of the
Selling Entities shall not, and shall not permit any of their Affiliates,
directors, officers, employees, accountants, agents or other representatives to
use or disclose any such confidential or proprietary information, except as
expressly permitted hereunder. If any Selling Entity is requested or required by
any Tribunal to disclose any of such proprietary or confidential information,
then such Selling Entity will provide Bentley with prompt written notice of such
request or requirement. Bentley may then either seek appropriate protective
relief from all or part of such request or requirement or waive such Selling
Entity's compliance with the provisions of this Section 5.11 with respect to all
or part of such request or requirement. Each Selling Entity shall cooperate with
Bentley in attempting to obtain any reasonable protective relief that Bentley
chooses to seek. If, after Bentley has had a reasonable opportunity to seek such
relief, Bentley fails to obtain such relief, then such Selling Entity may
disclose only that portion of such proprietary or confidential information which
its legal counsel advises it is compelled to disclose.

         5.12 Assistance and Cooperation. After the Closing Date, each
applicable Selling Entity agrees:

                  (a) to assist Bentley in preparing any tax returns that it is
responsible for preparing and filing after the Closing Date with respect to the
Acquired Assets conveyed on the Closing Date to the extent such tax returns
require information not included within such Acquired Assets; to reasonably
cooperate, at Bentley's expense, in preparing for any audits of, or disputes
with Tribunals regarding, any tax returns relating to the Acquired Assets; and
to make available to Bentley and to any Tribunal as reasonably requested all
information, records and documents relating to liabilities for taxes associated
with the Acquired Assets;

                  (b) to provide Bentley with reasonable access to the portions
of such Selling Entity's tax records and reports, general ledgers and any other
books, records, files or correspondence which relate to the Acquired Assets and
to preserve all such information, records and documents until the expiration of
any applicable statutes of limitation or extensions thereof and as otherwise
required by law; and

                  (c) to provide timely notice to Bentley in writing of any
pending or threatened tax audits or assessments related to the Acquired Assets
for periods beginning after the Closing Date and of which such Selling Entity
has knowledge and to furnish Bentley with copies of all correspondence received
from any Tribunal in connection with any tax audit or information request with
respect to any such period.

                                      -39-

                                   ARTICLE VI

                              COVENANTS OF BENTLEY

         To induce the Selling Entities to enter into this Agreement and to
consummate the transactions contemplated hereby, Bentley covenants as follows:

         6.1 Consummation of Transactions. Subject to the terms and conditions
herein provided, from the date hereof through the Closing Date, Bentley will use
commercially reasonable efforts to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary, proper or advisable to
consummate and make effective, as promptly as practicable, the transactions
contemplated by this Agreement. From the date hereof through the Closing Date,
Bentley shall not voluntarily take any action or course of action inconsistent
with the satisfaction of the conditions, terms and provisions of this Agreement
or the consummation of the transactions contemplated by this Agreement.

         6.2 Notification of Certain Matters. Prior to the Closing Date, Bentley
shall give prompt notice to the Selling Entities of any material failure of
Bentley or any officer, director, employee or agent thereof, to comply with or
satisfy any covenant, condition or agreement then remaining to be complied with
or satisfied by it hereunder.

         6.3 Employment. Prior to the Closing, Bentley has offered employment
with Bentley to the Transferred Employees. Such offers were consistent with the
hiring policies of Bentley and included employee benefits generally comparable
to those of other similarly situated Bentley employees. If the annual salaries
offered to non-U.S. Transferred Employees are less than the annual salaries
being paid to such non-U.S. Transferred Employees' by the Selling Entities prior
to Bentley's employment offer, Bentley shall increase the annual salaries
offered to such non-U.S. Transferred Employees to equal the annual salaries they
had been receiving from Intergraph prior to Bentley's employment offer. Bentley
reserves the right to revoke the offer and refuse to hire any employee who does
not satisfy Bentley's pre-employment requirements. Bentley will assume each
Selling Entity's liability to the Transferred Employees for accrued vacation up
to one week in the aggregate for each Transferred Employee, and the amount of
such assumed liabilities shall be set off against the cash portion of the
Consideration payable at Closing. Bentley shall provide each Transferred
Employee who works in the United States with holiday paid time-off for December
26, 2000 through and including December 29, 2000. Bentley shall also allow such
employees to carry over the number of accrued vacation days (not to exceed five
days) to which he or she is entitled as of the Closing and apply such accrued
vacation days to his or her vacation time in 2001 in addition to Bentley's
normal vacation allowance for such employees during the calendar year 2001.
Bentley shall recognize the service with the Selling Entities of each
Transferred Employee for employee benefit purposes, including vacation policy;
provided, however, that in consideration of the foregoing obligations of Bentley
with respect to non-U.S. Transferred Employees, Bentley shall be entitled to an
offset against the Consideration in the amount of $219,600. Nothing in this
Agreement shall diminish the right of Bentley, subject to any then applicable
Legislative Enactments, to dismiss any of those employees of a

                                      -40-

Selling Entity who become employees of Bentley with or without cause and to
change the terms and conditions of employment of any or all of such employees.

         On or before January 31, 2001, Bentley shall pay Intergraph, for itself
and the other Selling Entities, an amount equal to $414,300 multiplied by 130%
multiplied by the quotient of the number of days from December 1, 2000 to the
Closing divided by 31.

         6.4 Trade Names and Service Marks. Bentley agrees that it will
discontinue the use, directly or indirectly, in any manner or form, of the name
"Intergraph" and the corresponding logo thereof; provided, however, that until
the six-month anniversary of the Closing Date, Bentley shall be permitted to use
such name and logo only in connection with the distribution of inventory and
supplies included in the Acquired Assets; and provided further that at any time
following the Closing Date, Bentley shall be able to identify that the Acquired
Assets were previously owned by the Selling Entities. Further, after the
Closing, Bentley may use the name "Intergraph" and the corresponding logo
thereof in the maintenance of the Acquired Assets and wherever its removal
effects the operation of the Acquired Assets including registry keys, file
system paths, and software component identifiers.

         6.5 Assistance and Cooperation. After the Closing Date, Bentley shall,
to the extent reasonably requested by the Selling Entities, make available to
the Selling Entities and to any Tribunal all information, records and documents
relating to (i) liabilities of the Selling Entities for Taxes relating to the
Acquired Assets, (ii) matters disclosed on Schedule 3.12, and (iii) such other
matters as the Selling Entities may reasonably request relating to the Excluded
Assets or the performance of obligations with respect thereto. Without limiting
the generality of the foregoing, upon the request of the Selling Entities,
Bentley shall use commercially reasonable efforts to permit certain of the
Transferred Employees identified by the Selling Entities to appear as witnesses
or trial representatives, and to assist the Selling Entities in trial
preparation in connection with any litigation or proceeding relating to the
matters disclosed on Schedule 3.12; provided, however, that the Selling Entities
shall bear all reasonable out-of-pocket expenses (but without other expense or
hourly charges) incurred by such Transferred Employees in providing any such
requested assistance to the Selling Entities.

         6.6 Transfer of Certain Non-U.S. Pension Assets. Bentley and the
Selling Entities shall take all steps reasonably required by the applicable law
of any foreign jurisdiction to transfer the pension assets vested in any
non-U.S. Transferred Employees under Intergraph's pension plan.

         6.7 OEM Agreement. As promptly as practical following the Closing,
Bentley and Intergraph shall enter into a MicroStation OEM Agreement consistent
with the terms set forth in that certain letter of intent dated April 20, 2000
between Bentley and Intergraph.

                                  ARTICLE VII

                                   MAINTENANCE

                                      -41-

         7.1 Transferred Maintenance Revenues. Bentley hereby agrees to perform
the maintenance obligations under the Maintenance Agreements on behalf of the
Selling Entities with respect to the products included in the Acquired Assets.
The Selling Entities shall be entitled to all revenues accrued under the
Maintenance Agreements for any period prior to the MCO Date. Prior to the
Closing, for purposes of calculating the principal amount of the Note on a
preliminary basis (the "Preliminary Note Amount"), the Selling Entities shall
provide Bentley with a schedule ("Schedule 7.1") which lists all Maintenance
Agreements in effect in the United States as of October 31, 2000 and in effect
outside of the United States as of July 31, 2000, specifying, without
limitation, the products covered thereunder, the remaining terms thereof and the
Maintenance Agreements that are scheduled to expire on or before the MCO Date.
The revenues set forth on Schedule 7.1 shall be net of any third-party costs and
shall not include any maintenance revenues with respect to the MicroStation
product, and shall reflect those revenues that will accrue under all of the
Maintenance Agreements for the period (for each such agreement) from the MCO
Date through and including the earlier of (i) the expiration of the current term
of the Maintenance Agreement in question (treating any renewal date as an
expiration date), and (ii) the first anniversary of the MCO Date, (such earlier
date is referred to herein as the "Expiration Date"). Such Schedule 7.1 is
referred to herein as the "Schedule of Transferred Maintenance." The aggregate
net maintenance revenues set forth on the Schedule of Transferred Maintenance
for the period from the MCO Date to the Expiration Date is referred to herein as
the "Transferred Maintenance Revenues." The Schedule of Transferred Maintenance
Revenues shall also set forth the aggregate Transferred Maintenance Revenues by
month and by currency for each country. The Preliminary Note Amount shall be
equal to 1.5 times the amount of Transferred Maintenance Revenues. Within 50
days following the Closing, the Selling Entities shall use their good faith
efforts to complete and shall provide to Bentley an updated Schedule of
Transferred Maintenance setting forth all Maintenance Agreements in effect as of
the MCO Date (the "Initial Updated Schedule of Transferred Maintenance"). The
Initial Updated Schedule of Transferred Maintenance shall clearly show all
changes from the initial schedule that was delivered at the Closing. Upon
delivery of the Initial Updated Schedule of Transferred Maintenance, the Note
shall be adjusted as provided in Section 2.2(c)(ii) hereof and the Intergraph
payments described in Section 7.2 below shall be appropriately adjusted with
retroactive effect to the MCO Date. If, despite the Selling Entities' good faith
efforts, the Initial Updated Schedule of Transferred Maintenance does not
reflect all Maintenance Agreements in effect as of the MCO Date, then the
Selling Entities shall, within 150 days following the Closing, provide Bentley
with a further updated Schedule of Transferred Maintenance ("Second Updated
Schedule of Transferred Maintenance") setting forth all Maintenance Agreements
as of the MCO Date. The Second Updated Schedule of Transferred Maintenance shall
clearly show all changes from the initial schedule that was delivered at the
Closing and the Initial Updated Schedule of Transferred Maintenance. Upon
delivery of the Second Updated Schedule of Transferred Maintenance, the Note
shall be further adjusted as provided in Section 2.2(c)(ii) hereof and the
Intergraph payments described in Section 7.2 below shall be appropriately
adjusted with retroactive effect to the MCO Date. All references herein to the
"Schedule of Transferred Maintenance" after delivery of the Initial Updated
Schedule of Transferred Maintenance or after delivery of the Second Updated
Schedule of Transferred Maintenance, as the case may be, means such schedule as
so updated; and the Transferred Maintenance Revenues reflected on each such
schedule shall be referred to herein as the "Transferred Maintenance Revenues."

                                      -42-

         7.2 Payment of Transferred Maintenance Revenues to Bentley and BSI
Netherlands. For each Maintenance Agreement, during the period from the MCO Date
through and including its Expiration Date, the Selling Entities will continue to
invoice and collect the Transferred Maintenance Revenues from the subscriber.
Subject to Section 7.5, within 30 days after the end of each month during said
period, (a) Intergraph will remit to Bentley, regardless of amounts actually
collected by the Selling Entities from the subscriber, a subcontractor fee in an
amount equal to 95% of the Transferred Maintenance Revenues (excluding
Transferred Maintenance Revenues relating to maintenance services provided to
customers located in European countries (the "European Transferred Maintenance
Revenues")) accrued for the immediately preceding month, and (b) the Selling
Entities will remit to BSI Netherlands, regardless of amounts actually collected
by the Selling Entities from the subscriber, a subcontractor fee in an amount
equal to 95% of the European Transferred Maintenance Revenues accrued for the
immediately preceding month. Monies remitted to Bentley and BSI Netherlands
pursuant to this Section 7.2 shall be paid in U.S. dollars computed, for all
Maintenance Agreements paid in non-U.S. currencies, at the exchange rate used to
compute the amount of the Note at Closing, and payments hereunder to Bentley and
BSI Netherlands shall be delivered via wire transfer of immediately available
funds.

         7.3 Renewed Maintenance Revenues. Subject to Section 7.5, from and
after the Closing Date, the Selling Entities shall have no authority to and
shall not take any action to enter into any new or renew any Maintenance
Agreements between itself and any subscriber with respect to the Civil, Raster
or Plotting products. At or prior to the Expiration Date for each Maintenance
Agreement, the Selling Entities and Bentley shall jointly take all appropriate
actions to solicit and encourage subscribers to renew their maintenance programs
for the products included in the Acquired Assets with Bentley or BSI
Netherlands, as applicable. Within 30 days after the first anniversary of the
MCO Date, Bentley shall provide Intergraph with a list of all subscribers from
the list of subscribers described in the Schedule of Transferred Maintenance who
have renewed such maintenance programs with Bentley or BSI Netherlands, as
applicable. From and after the Expiration Date of the Maintenance Agreements,
Bentley or BSI Netherlands, as applicable, shall be entitled to all Renewed
Maintenance Revenues. For purposes hereof, "Renewed Maintenance Revenues" shall
mean, with respect to the products included in the Acquired Assets, the monthly
maintenance fees related to maintenance programs renewed with Bentley or BSI
Netherlands, as applicable, after their respective Expiration Dates. Solely for
purposes of calculating the Renewed Maintenance Revenues, the monthly
maintenance fee (payable in foreign currency if applicable) for each renewed
Maintenance Agreement shall be assumed to be the same as it was in the
calculation of the Transferred Maintenance Revenues as of the first month after
the MCO Date for the period (for each agreement) from the Expiration Date to the
end of the first year after the MCO Date, notwithstanding the actual fee upon
such renewal.

Bentley acknowledges that Intergraph has, prior to the date of this Agreement,
provided price quotes in the ordinary course of its business relating to the
renewal of maintenance services to certain of its customers whose Maintenance
Agreements are scheduled to expire within 90 days following the date on which
such price quotes were provided (the "Quoted Prices"). To the extent Bentley
enters into renewed Maintenance Agreements with such customers following the
Closing, Bentley shall, for the term of the renewed Maintenance Agreements,
provide

                                      -43-

maintenance services thereunder at the Quoted Prices, provided that such Quoted
Prices were consistent with Intergraph's past practice.

         7.4 Foreign Currencies. In calculating the Transferred Maintenance
Revenues and the Renewed Maintenance Revenues for purposes of determining and
adjusting the principal amount of the Note under Section 2.2(c)(ii), the portion
of such revenues paid in non-U.S. currencies shall be denominated in U.S.
dollars at the currency exchange rates in effect two Business Days before the
Closing Date (with respect to Transferred Maintenance Revenues) and two Business
Days before the date the Note is adjusted (with respect to Renewed Maintenance
Revenues).

         7.5 CAD II Maintenance. The administration of and post-Closing payment
obligations pertaining to CAD II Maintenance Agreements shall be governed by the
Master Agreement for Local Purchasing and Select Partner Agreements, dated as of
the date hereof, by and between Bentley and Intergraph. Transferred Maintenance
Revenues and Renewed Maintenance Revenues under the CAD II Maintenance
Agreements shall be calculated based upon the net amounts payable to Bentley for
purposes of computing the principal amount of the Note.

                                  ARTICLE VIII

                              CONDITIONS PRECEDENT
                          TO THE OBLIGATIONS OF BENTLEY

         The obligations of Bentley under this Agreement to acquire the Acquired
Assets and to assume the Assumed Liabilities shall be subject to the fulfillment
of all of the following conditions at or before the Closing:

         8.1 Representations and Warranties. Each of the representations and
warranties made by the Selling Entities set forth herein or in any Schedule,
exhibit, instrument or other document delivered to Bentley pursuant to this
Agreement shall be true and correct in all material respects as of the date
hereof and on and as of the Closing Date, to the same extent and with the same
effect as if made on and as of the Closing Date, except where such
representation clearly relates to another date specified therein (in which case,
such representation or warranty shall relate to such specific date).

         8.2 Performance by Selling Entities. The Selling Entities shall have
fully performed and complied in all material respects with all covenants and
agreements required by this Agreement to be performed or complied with by each
of them on or before the Closing.

         8.3 Prohibitions, Restrictions and Litigation. On the Closing Date,
there shall be no proceeding or other litigation outstanding or pending by any
other Person against Bentley which prohibits or restricts, challenges or
reasonably may be expected to give rise to a material challenge to the
consummation of the transactions contemplated by this Agreement or which claims
(or reasonably may be expected to give rise to a claim of) damages as a result
of the

                                      -44-

consummation of the transactions contemplated by this Agreement or otherwise
have a material adverse effect on the Acquired Assets.

         8.4 Consents. The waiting period under the HSR Act shall have expired
or been terminated. The Selling Entities shall have received the Consents
referred to in Schedule 3.4(a) that relate to the Closing and such other
material Consents from any Tribunal or other Person as may be necessary or
appropriate (a) to consummate the transactions contemplated by this Agreement
with respect to the Closing; (b) to enable Bentley to utilize the Acquired
Assets subsequent to the Closing in substantially the same manner as they were
utilized prior to the Closing; or (c) that are necessary to prevent a breach of
or a material default or penalty, or material increase in payments under, or a
termination of any material Contract included in the Acquired Assets. Bentley
shall have received the Consents referred to in Section 9.4.

         8.5 Lien Searches. Bentley shall have received current Uniform
Commercial Code, judgment, bankruptcy and tax lien searches from the State of
Alabama, the State of Delaware and other jurisdictions for each name under which
a Selling Entity has held or utilized the Acquired Assets in the past five (5)
years and the results of such searches shall evidence that no Liens, adverse
claims or restrictions or judgments of record exist against any of the Acquired
Assets which have not been discharged or terminated on or prior to the Closing
Date. The Selling Entities shall have delivered to Bentley duly executed
releases or terminations of financing statements, or other evidence satisfactory
to Bentley that all Liens on any Acquired Assets have been released and
terminated.

         8.6 Obtaining of Financing. Bentley shall have completed an equity or
debt financing on terms satisfactory to it pursuant to which it shall have
obtained sufficient funds to pay the cash portion of the Consideration at the
Closing.

         8.7 Certificate of the Selling Entities and Certain Officers. Bentley
shall have received a certificate, dated the Closing Date, executed by the
President or any Vice President of Intergraph and, with respect to the Selling
Entities, by the President or any Vice President of each such Selling Entity, to
the effect that the conditions set forth in Sections 8.1, 8.2, 8.4 and 9.3 have
been satisfied.

         8.8 Absence of Material Adverse Change. Since the date of this
Agreement, there shall have occurred no materially adverse change in the
condition (financial or otherwise), assets (taken as a whole), liabilities
(taken as a whole), properties (taken as a whole), business or prospects of the
Acquired Assets.

         8.9 Closing Deliveries. To the extent not otherwise included in the
foregoing provisions of this Article VIII, Bentley shall have received the
closing deliveries set forth in Section 2.3.

                                      -45-

                                   Article IX

                              CONDITIONS PRECEDENT
                   TO THE OBLIGATIONS OF THE SELLING ENTITIES

         The obligations of each Selling Entity under this Agreement to sell the
Acquired Assets shall be subject to the fulfillment of all of the following
conditions at or before the Closing:

         9.1 Representations and Warranties. Each of the representations and
warranties made by Bentley set forth herein or in any Schedule, Exhibit,
instrument or other document delivered to a Selling Entity pursuant to this
Agreement shall be true and correct in all material respects as of the date
hereof and on and as of the Closing Date, to the same extent and with the same
effect as if made on and as of the Closing Date, except where such
representation or warranty clearly relates to another date specified therein (in
which case such representation shall relate to such specified date).

         9.2 Performance by Bentley. Bentley shall have fully performed and
complied in all material respects with all covenants and agreements required by
this Agreement to be performed or complied with by it on or before the Closing
Date.

         9.3 Prohibitions, Restrictions and Litigation. On the Closing Date,
there shall be no proceeding or other litigation outstanding or pending by any
other Person against any of the Selling Entities which prohibits or restricts,
challenges or reasonably may be expected to give rise to a material challenge to
consummation of the transactions contemplated by this Agreement or which claims
(or reasonably may be expected to give rise to a claim of) damages as a result
of the consummation of the transactions contemplated by this Agreement or
otherwise have a material adverse effect on any of the Selling Entities
subsequent to the Closing.

         9.4 Consents. The waiting period under the HSR Act shall have expired
or terminated. Bentley shall have received such material Consents from any
Tribunal or other Person as may be necessary or appropriate to consummate the
transaction contemplated by this Agreement without any conditions which
Intergraph might reasonably consider to be material and adverse to any of the
Selling Entities or its business and operations after the Closing. The Selling
Entities shall have received the Consents referred to in Section 8.4.

         9.5 Receipt of Consideration. Intergraph shall have received the
Consideration.

         9.6 Certificate of Bentley. Intergraph shall have received a
certificate, dated the Closing Date, executed by the Chairman of the Board,
President or any Vice President of Bentley, to the effect that the conditions
set forth in Sections 8.3, 9.1, 9.2 and 9.4 have been satisfied.

         9.7 Closing Deliveries. To the extent not otherwise included in the
foregoing provisions of this Article IX, Intergraph shall have received the
closing deliveries set forth in Section 2.4.

                                      -46-

                                   Article X

                             INDEMNIFICATION; OFFSET

         10.1 Indemnification by Selling Entities. The Selling Entities, jointly
and severally, agree to indemnify and hold harmless Bentley and its directors,
officers, employees, advisors, Affiliates, agents, representatives,
stockholders, successors and assigns (the "Bentley Indemnitees"), from and
against any and all losses, damages, liabilities, claims, costs and expenses,
including without limitation Legal Expenses (collectively, "Losses") arising out
of, based upon or resulting from:

                  (a) any error, inaccuracy or misrepresentation in any of the
representations and warranties made by any of the Selling Entities herein or in
any certificate or other document or instrument furnished or to be furnished by
any of the Selling Entities to Bentley in connection with this Agreement;

                  (b) any violation or breach of any covenant or obligation by
any of the Selling Entities of, or default by any of the Selling Entities under,
this Agreement or any certificate or other document or instrument furnished or
to be furnished by any of the Selling Entities to Bentley in connection with
this Agreement, or the consummation of the transactions contemplated hereby;

                  (c) any of the assets or liabilities of any of the Selling
Entities not included in the Acquired Assets or Assumed Liabilities,
respectively;

                  (d) any liability or obligation arising out of the termination
of employment of an employee of any of the Selling Entities;

                  (e) any litigation, suits, actions or proceedings referred to
on Schedule 3.11 attached to this Agreement;

                  (f) any third-party claim (i) that any of the Intellectual
Property included in the Acquired Assets or licensed to Bentley pursuant to the
Cross License Agreement infringes on such third party's intellectual property
rights, including without limitation Unisys' GIF File Format Patent (Pat #
4,558,302) relating to the LZW Compression software, (ii) that challenges any of
the Selling Entities' ownership of or other rights in any of the Intellectual
Property, including, without limitation, any copyrights or trademarks, or (iii)
that any patents, patent registrations or applications, trademark registrations
or applications or copyright registrations or applications are invalid;

                  (g) any liability or obligation which relates to any
noncompliance with any bulk sales law in connection with the transactions
contemplated by this Agreement;

                  (h) any liability or obligation with respect to any income,
franchise, sales, use or other Taxes (and Transactions Taxes, if any, to the
extent provided in Section 11.12 hereof) and with respect to any social security
contributions (including both employers' and employees'

                                      -47-

contributions) of any of the Selling Entities which are attributable to periods
ending prior to the Closing Date;

                  (i) the enforcement, or the attempted enforcement, of any
Non-Compete Covenant against Bentley, any of its Affiliates or any of their
employees, acting in his or her capacity as an employee of Bentley or an
Affiliate of the same;

                  (j) the transfer to Bentley of the rights and obligations of
any of the Selling Entities arising with respect to periods prior to the Closing
Date from the employment relationships of any of the Selling Entities with the
Transferred Employees existing immediately prior to the Closing Date, by virtue
of applicable Legislative Enactments of any Tribunal to implement EEC Council
Directive 77/187;

                  (k) the failure to transfer to Bentley the rights and
obligations of any of the Selling Entities arising from the employment
relationships of any of the Selling Entities with any of its employees existing
immediately prior to the Closing Date, by virtue of applicable Legislative
Enactments of any Tribunal to implement EEC Council Directive 77/187;

                  (l) any liability or obligation arising under an applicable
Environmental Law relating to any of the Selling Entities or any of their
Affiliates (whether or not such liability or obligation would constitute a
breach of the representation and warranty set forth in Section 3.12 hereof)
which has not been caused by Bentley or any of its Affiliates;

                  (m) any liability or obligation with respect to the payment of
the applicable Consideration to Intergraph as agent and on behalf of a Selling
Entity; or

                  (n) any matters described or required to be described on the
Schedules pursuant to any provision of this Agreement, except for the Assumed
Liabilities; or the failure of any of the Selling Entities or any ERISA
affiliate to pay, perform or otherwise discharge, any liabilities relating to
any Employee Pension Benefit Plans, Employee Welfare Benefit Plans, violation of
law with respect thereto, contributions and agreements relating thereto, ERISA,
COBRA or HIPAA or otherwise relating to benefits for any Selling Entity's
employees of any pension, retirement, healthcare or other employee benefit plan
maintained by Intergraph.

Notwithstanding the foregoing provisions of this Section 10.1, no Selling Entity
shall have any obligation to indemnify, compensate, reimburse or pay any sum to
the Bentley Indemnitees in respect of any Losses ("Bentley Losses") pursuant to
Section 10.1(a) unless and until all Bentley Losses for which Bentley
Indemnitees are entitled to receive indemnification under such Section 10.1(a)
exceed, in the aggregate, $400,000 (it being understood and agreed that all such
Bentley Losses shall accumulate until such time as they exceed $400,000, at
which time the Selling Entities shall be obligated to indemnify any Bentley
Indemnitee seeking indemnification under Section 10.1(a) for the aggregate
amount of the Bentley Losses, rather than the amount that exceeds $400,000) or
in excess of the aggregate amount of the Consideration; provided, however, that
the above limitations shall not be applicable to any claims for Bentley Losses
pursuant to Sections 10.1(b)-(n), Bentley Losses described in the immediately
following paragraph or any Bentley Losses relating to adjustments to the
Consideration in Bentley's favor

                                      -48-

resulting from the audit referred to in Section 2.1(e). The parties further
agree that the liability of the Selling Entities specified above with respect to
the Bentley Losses shall be reduced to the extent of any insurance proceeds
actually received by any of the Bentley Indemnitees for such Bentley Losses from
the Selling Entities or any of its Affiliates or any insurance carrier of the
Selling Entities or any of their Affiliates.

In addition to the above, the Selling Entities shall indemnify and hold harmless
Bentley under this Section 10.1 for any Losses arising out of, based upon or
resulting from breaches of those representations or warranties of the Selling
Entities set forth in Sections 3.22, 3.23 and 3.24 that are qualified or limited
by "knowledge" or similar limitations as if such representations or warranties
were included in this Agreement without such qualifications or limitations.

         10.2 Indemnification by Bentley. Bentley agrees to indemnify and hold
harmless each of the Selling Entities and their respective directors, officers,
employees, advisors, Affiliates, agents and representatives, stockholders,
successors and assigns (the "Intergraph Indemnitees"), from and against any and
all Losses arising out of, based upon or resulting from:

                  (a) any error, inaccuracy or misrepresentation in any of the
representations and warranties made by Bentley herein or in any certificate or
other document or instrument furnished or to be furnished by Bentley to any of
the Selling Entities in connection with this Agreement;

                  (b) any violation or breach of any covenant or obligation by
Bentley of, or default by Bentley under, this Agreement or any certificate or
other document or instrument furnished or to be furnished by Bentley to any of
the Selling Entities in connection with this Agreement, or the consummation of
the transactions contemplated hereby;

                  (c) the failure of Bentley to pay, perform or discharge when
due any of the Assumed Liabilities and any of its obligations with respect to
Transaction Taxes, if any, to the extent provided for in Section 11.12 hereof;

                  (d) any and all claims resulting from Bentley's use of the
Intergraph name and Service Marks;

                  (e) any condition, event or activity relating to the Acquired
Assets that occurs on or after the Closing Date; and

                  (f) any use or exploitation by Bentley of the Intellectual
Property in violation of the Intellectual Property assignments or the
Cross-License Agreement.

Notwithstanding the foregoing provisions of this Section 10.2, Bentley shall not
have any obligation to indemnify, compensate, reimburse or pay any sum to the
Intergraph Indemnitees in respect of any Losses ("Intergraph Losses") pursuant
to Section 10.2(a) unless and until all Intergraph Losses for which Intergraph
Indemnitees are entitled to receive indemnification under such Section 10.2(a)
exceed, in the aggregate, $400,000 (it being understood and agreed that all such
Intergraph Losses shall accumulate until such time as they exceed $400,000, at
which time

                                      -49-

Bentley shall be obligated to indemnify any Intergraph Indemnitee seeking
indemnification under Section 10.2(a) for the aggregate amount of the Intergraph
Losses, rather than the amount that exceeds $400,000) or in excess of the
aggregate amount of the Consideration; provided, however, that the above
limitations shall not be applicable to any claim for Intergraph Losses pursuant
to Sections 10.2(b)-(f) or any Intergraph Losses relating to adjustments to the
Consideration in Intergraph's favor resulting from the audit referred to in
Section 2.1(e). The parties further agree that the liability of Bentley
specified above with respect to the Intergraph Losses shall be reduced to the
extent of any insurance proceeds actually received by any of the Intergraph
Indemnitees for such Intergraph Losses from Bentley or any of its Affiliates or
any insurance carrier of Bentley or any of its Affiliates.

         10.3 Satisfaction of Claims. If any Person entitled to indemnification
under this Article X (an "Indemnified Party") desires to assert any claim for
indemnification or to be held harmless under this Article X (a "Claim"), the
Indemnified Party shall deliver to the Person that is obligated to provide such
indemnification (the "Indemnifying Party") notice of its demand for satisfaction
of such Claim (a "Request"), specifying in reasonable detail the amount of such
Claim and, to the extent practicable under the circumstances, the basis for
asserting such Claim. Within 30 days after the Indemnifying Party has been given
a Request, the Indemnifying Party shall either (i) satisfy the Claim requested
to be satisfied in such Request by delivering to the Indemnified Party payment
by wire transfer or a certified or bank cashier's check payable to the
Indemnified Party in immediately available Federal Reserve Funds in an amount
equal to the amount of such Claim, or (ii) notify the Indemnified Party that the
Indemnifying Party contests such Claim by delivering to the Indemnified Party an
objection to such Claim, specifying in reasonable detail, to the extent
practicable under the circumstances, the basis for contesting such Claim. If the
Indemnifying Party fails to satisfy a Claim (or portion of a Claim) within 30
days after the Indemnifying Party has been given a Request with respect to such
Claim, and whether or not the Indemnifying Party has contested such Claim, the
Indemnifying Party shall pay the Indemnified Party asserting such Claim interest
on the unpaid amount of such Claim (or unpaid portion of a Claim) at the Prime
Rate, computed from the date such Request was given to the Indemnifying Party to
the date such Claim (or portion of a Claim) is satisfied; provided, however,
that the Indemnifying Party shall not be required to pay the Indemnified Party
interest on that part of any unpaid Claim (or portion of a Claim) which the
Indemnifying Party successfully contests.

         10.4 Matters Which May Give Rise to Claims.

                  (a) Notice and Control. Within 20 days (or such earlier time
as might be required to avoid prejudicing the Indemnifying Party's capacity to
defend) after receipt by an Indemnified Party of notice of commencement of any
action evidenced by service of process or other legal pleading which it
determines has given or could give rise to a Claim (a "Third-Party Matter"), the
Indemnified Party shall give the Indemnifying Party written notice thereof
(together with a copy of such Claim, process or other legal pleading). The
Indemnifying Party shall assume the defense of such Claim and in connection
therewith:

                                      -50-

                           (i) such Indemnifying Party shall defend such
         Third-Party Matter at its own expense, in good faith and in a manner
         consistent with the best interests of the Indemnified Party;

                           (ii) such Indemnifying Party shall keep the
         Indemnified Party fully informed as to the status of the defense of
         such Third-Party Matter;

                           (iii) such Indemnifying Party shall employ legal
         counsel, accountants and/or other experts reasonably satisfactory to
         the Indemnified Party to represent the Indemnified Party in connection
         with such Third-Party Matter;

                           (iv) the Indemnified Party shall have the right to
         observe and be present (at its own expense) at any and all meetings,
         conferences and other proceedings with respect to such Matter;

                           (v) the Indemnifying Party shall obtain the prior
         written approval of the Indemnified Party before entering into any
         settlement of such Third-Party Matter or ceasing to defend against such
         Third-Party Matter, if, pursuant to or as a result of such settlement
         or cessation, injunctive or other equitable relief would be imposed
         against the Indemnified Party;

                           (vi) without the written consent of the Indemnified
         Party, the Indemnifying Party shall not consent to the entry of any
         judgment or enter into any settlement that does not include as an
         unconditional term thereof the giving of a release from liability in
         respect of such Third-Party Matter to each Indemnified Party by the
         claimant or plaintiff; and

                           (vii) unless such Indemnifying Party is successful in
         defending such Third-Party Matter on the merits, any and all losses,
         damages, costs, and expenses which any Indemnified Party shall suffer
         or incur in connection with such Third-Party Matter shall be
         conclusively deemed to be losses, damages, costs and expenses as to
         which the Indemnified Party shall have the right to be indemnified and
         held harmless under this Article X.

         Neither the observation or participation by any Indemnified Party in
the defense of any Third-Party Matter, nor the failure by any Indemnified Party
to observe or participate in the defense of any Third-Party Matter, shall affect
in any way the liabilities and obligations of the Indemnifying Party with
respect to such Third-Party Matter under this Article X.

                                      -51-

         If the Indemnifying Party does not assume the defense of such
Third-Party Matter with legal counsel reasonably satisfactory to the Indemnified
Party within 15 days after the Indemnifying Party has received notice of such
Third-Party Matter from the Indemnified Party, the Indemnified Party shall have
the right to undertake the defense, compromise and settlement of such
Third-Party Matter on behalf of and for the account and risk of the Indemnifying
Party.

                  (b) Expenses. If the Indemnified Party undertakes the defense,
compromise and settlement of such Third-Party Matter pursuant to Section
10.4(a), the Indemnifying Party will promptly reimburse the Indemnified Party
for all reasonable fees, costs and expenses (including but not limited to Legal
Expenses) incurred by the Indemnified Party in respect of such Third-Party
Matter. The reimbursement of such fees, costs and expenses shall be made by
periodic payments during the course of any investigation or defense, as and when
bills are received or expenses incurred.

                  (c) Cooperation. The Indemnified Party and the Indemnifying
Party shall cooperate in the defense of a Third Party Matter that is defended in
accordance with this Section 10.4, and shall make available to the defending
person or its representative all records and materials required for its use in
such defense.

         10.5 Rights to Set-Off. Notwithstanding anything to the contrary in
this Agreement, (a) Bentley shall have the right to set-off against the
remaining unpaid Consideration (including, for such purposes, a reduction in the
principal and interest due on the Note which shall be applied first to accrued
and unpaid interest and then to unpaid principal) (i) any amounts then due but
not paid by Intergraph as a result of any Bentley Losses which any Bentley
Indemnitee has incurred and for which such Bentley Indemnitee is entitled to
indemnification under this Article X or (ii) any payments due but not paid to
Bentley under Section 7.2 in connection with the Maintenance Agreements, and (b)
Intergraph shall have the right to set-off against the amounts due to Bentley
under Section 7.2 (i) any amounts then due but not paid by Bentley as a result
of any Intergraph Losses which any Intergraph Indemnitee has incurred and for
which such Intergraph Indemnitee is entitled to indemnification under this
Article X or (ii) at any time while there shall be any past due payment of
principal or interest under the Note; any amount of principal or interest then
or thereafter to become due under the Note, in whatever order Intergraph may in
its discretion elect; provided, however, that Intergraph and Bentley agree and
acknowledge that any amounts that the other sets off pursuant to its right under
this Section 10.5 shall not be considered past due. The parties agree that no
other offsets shall be permitted against the amounts payable by each to the
other hereunder or under the Note.

                                   Article XI

                                     GENERAL

         11.1 Survival of Representations and Agreements. All representations
and warranties contained in this Agreement or in any certificate, document,
affidavit or instrument delivered

                                      -52-

pursuant to this Agreement shall survive the Closing and any investigation made
at any time by or on behalf of any of the parties or any other Person and shall
continue in full force and effect:

                  (a) forever and without any limit upon duration in the case of
the representations and warranties set forth in Sections 3.3, 3.11, 3.12, 3.15,
3.19, 3.22, 3.23, 3.24 and 4.3;

                  (b) until 60 days following the latest date on which any
statute of limitations (including any extensions thereof) expires with respect
to any taxable year or period up to and including any taxable year or period
ending on or which includes the Closing Date, in the case of the representation
and warranty of the Selling Entities set forth in Section 3.10 hereof;

                  (c) in the case of a representation or warranty of the Selling
Entities set forth in Sections 3.16 and 3.20 hereof, until 60 days following the
expiration date of the statute of limitations underlying such representation or
warranty; and

                  (d) until the expiration of the twenty-four (24) month period
following the Closing Date in the case of all other representations and
warranties.

         11.2 Termination. This Agreement may be terminated at any time prior to
the Closing:

                  (a) by the mutual consent in writing of Bentley and
Intergraph;

                  (b) by Bentley or the Selling Entities, if the Closing has not
occurred by December 31, 2000, provided that the failure to close is not a
result of a breach of the party acting to terminate this Agreement;

                  (c) by Bentley, if any representation or warranty of
Intergraph made in or pursuant to this Agreement is untrue or incorrect in any
material respect, Intergraph materially breaches the convents or other terms of
this Agreement or if any of the conditions precedent to Closing contained in
Article VIII are not satisfied; or

                  (d) by Intergraph, if any representation or warranty of
Bentley made in or pursuant to this Agreement is untrue or incorrect in any
material respect, Bentley materially breaches the covenants or other terms of
this Agreement or if any of the conditions precedent to Closing contained in
Article IX are not satisfied.

         A party terminating this Agreement pursuant to this Section 11.2 shall
give written notice thereof to the other party hereto, whereupon this Agreement
shall terminate and the transactions contemplated hereby shall be abandoned
without any further action by any party; provided, however, that if such
termination is by Bentley or Intergraph pursuant to Section 11.2(c) or (d),
respectively, nothing herein shall effect the non-breaching party's right to
damages on account of such other party's breach.

         11.3 HSR Filings; Other Filings. Each of the Selling Entities and
Bentley has filed with the Federal Trade Commission ("FTC") and the Antitrust
Division of the United States

                                      -53-

Department of Justice ("DOJ") a Notification and Report Form and related
material required to be filed by it under the HSR Act with respect to the
transactions contemplated hereby. The Selling Entities and Bentley shall
cooperate and use reasonable efforts to prepare and file as promptly as
practicable after the date hereof all requisite applications, notices and other
necessary instruments or documents in order to obtain the approvals, Consents
and other authorizations referred to in Sections 3.4 and 4.4 (including any
additional documents and materials required by the FTC or DOJ) and agree to act
with all reasonable diligence to obtain all such approvals and licenses.

         11.4 Expenses of Transaction. Except as provided in Sections 2.2(b) and
2.2(d), each party shall be responsible for its own costs associated with the
negotiation and consummation of the transactions contemplated hereby, including
without limitation all legal, consulting and accounting expenses and any fees or
commissions due any broker as a consequence of the consummation of such
transactions. The filing fees paid to the FTC in connection with the filings
pursuant to the HSR Act have been borne equally by Bentley and Intergraph. Each
of the parties hereto is responsible for, and shall indemnify the other against,
any claim by any third party to a fee, commission or other remuneration arising
by reason of any services alleged to have been rendered to or at the insistence
of said party with respect to this Agreement or any of the transactions
contemplated hereby.

         11.5 Public Disclosure. No party shall issue any press release or
otherwise make any public statement with respect to the transactions
contemplated hereby, except with the prior written consent of the other party;
provided, however, that such consent shall not be required for any disclosure or
reporting obligations of any party, to the extent required by applicable
Legislative Enactments or other competent authority, but (to the maximum extent
practicable under the circumstances) such disclosing party shall consult with
the other party in advance.

         11.6 Notices. Any notices or other communications required or permitted
hereunder or under any other agreement contemplated hereunder shall be deemed
given if sent by registered or certified mail (postage prepaid), overnight
delivery via nationally recognized courier, or facsimile transmission (provided
that in the case of courier or facsimile transmission, a copy is also sent by
registered or certified mail, postage prepaid); in each case addressed as
follows:

         If to any of the Selling Entities, to:

                  Intergraph Corporation
                  One Madison Industrial Park
                  Huntsville, Alabama  35894-0001
                  Attention:  John W. Wilhoite
                  Facsimile No.:  (256) 730-2048

         If to Bentley, to:

                  Bentley Systems, Incorporated
                  690 Pennsylvania Avenue

                                      -54-

                  Exton, Pennsylvania 19341
                  Attention:  David G. Nation, Senior Vice President and
                              General Counsel
                  Facsimile No.:  (610) 458-3181

Each such Person may designate by notice to all other such Persons a new address
for its receipt of notices and other communications. The return receipt for
mail, the delivery receipt for such a courier or the answerback for facsimile
transmission shall be conclusive evidence of such delivery.

         11.7 Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns.
Bentley may not assign any right under this Agreement or delegate any
obligations hereunder without the express prior written consent of Intergraph,
except to one or more other Affiliates of Bentley; provided, however, that any
such delegation of obligations hereunder to one or more Affiliates of Bentley
shall not relieve Bentley of any of its obligations under this Agreement. No
Selling Entity may assign any rights under this Agreement or delegate any
obligations hereunder without the express prior written consent of Bentley,
provided that, Bentley acknowledges that Foothill Capital Corporation,
Intergraph's lender, has a lien on Intergraph's rights under this Agreement.

         11.8 Amendments; Waivers, Etc. This Agreement may not be modified or
amended except by a written instrument executed by or on behalf of each of the
parties to this Agreement. The observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) by the party entitled to enforce such term, but such waiver shall
be effective only if it is in writing signed by the party against which such
waiver is to be asserted. Unless otherwise expressly provided in this Agreement,
no delay or omission on the part of any party in exercising any right or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any right or privilege under this Agreement
operate as a waiver of any other right or privilege under this Agreement nor
shall any single or partial exercise of any right or privilege preclude any
other or further exercise thereof or the exercise of any other right or
privilege under this Agreement.

         11.9 Governing Law. Notwithstanding the place where this Agreement may
be executed by any of the parties hereto, the parties expressly agree that all
the terms and provisions hereof shall be governed by, and interpreted and
construed in accordance with, the substantive laws of the State of Delaware,
without giving effect to principles relating to conflict of laws.

         11.10 Consent to Jurisdiction. In relation to any legal action, suit or
proceeding to which Bentley or any Selling Entity is a party arising out of or
in connection with this Agreement or any of the transactions contemplated by
this Agreement, Bentley and each of the Selling Entities hereby irrevocably, for
itself and on behalf of their Affiliates, (a) submits to the non-exclusive
jurisdiction of the courts of the United States of America for the District of
Delaware and to any state court in the State of Delaware (such courts being
herein referred to as the "Agreed Courts") solely in respect of the
interpretation and enforcement of the provisions of this Agreement and of the
documents referred to herein, and (b) waives and agrees not to assert, as a
defense in any proceeding for the interpretation or enforcement hereof or of any
document

                                      -55-

referred to herein, that it is not subject to the jurisdiction of the Agreed
Courts, or that such proceeding may not be brought or is not maintainable in the
Agreed Courts, or that this Agreement or any of such documents may not be
enforced in or by the Agreed Courts, or that its property is exempt or immune
from execution, or that the proceeding is brought in any inconvenient forum or
that the venue of the proceeding is improper. Such submission to jurisdiction
shall not affect any right of Bentley or any Selling Entity to commence
proceedings in any other jurisdiction, and the commencement of proceedings in
any jurisdiction shall not preclude Bentley or any Selling Entity from
commencing proceedings in any other jurisdiction. Service of any and all process
that may be served on any party hereto in any proceeding arising out of this
Agreement may be made in the manner and to the addresses set forth in Section
11.6 and service thus made shall be taken and held to be valid personal service
upon such party by any party hereto on whose behalf such service is made.
Nothing shall affect the right to serve any process in any other manner
permitted by law.

         11.11 Specific Performance. In addition to any other remedy to which
any party may be entitled, the parties agree that temporary and permanent
injunctive relief and specific performance (which specific performance may take
the form of delivery of any assets which may inadvertently have been omitted
from a Schedule hereto) may be granted, to the extent permitted under applicable
law, without proof of actual damages or inadequacy of legal remedy in any
proceeding that may be brought to enforce any of the provisions of this
Agreement.

         11.12 Tax Matters.

                  (a) Tax Reporting for 2000. The Selling Entities will (i)
prepare and timely file with each applicable tax or revenue service, taxing
authority, or taxing tribunal (where the Acquired Assets are subject to Tax) Tax
Returns which include all income, gains, losses, deductions and credits
attributable to the Acquired Assets for the period or periods up to but not
including the Closing Date and (ii) make timely payments of, and indemnify and
hold Bentley harmless from and against, all Taxes required to be reflected on
such Tax Returns. Bentley will (A) prepare and timely file with each applicable
tax or revenue service, taxing authority, or taxing tribunal (where the Acquired
Assets are subject to Tax) Tax Returns which include all income, gains, losses,
deductions and credits attributable to the Acquired Assets for the period on or
after the Closing Date and (B) make timely payments of, and indemnify and hold
the Selling Entities harmless from and against, all Taxes required to be
reflected on such Tax Returns.

                  (b) Transaction Taxes.

                           (i) Liability, Indemnification and Payment. (A) If,
         contrary to the considered judgment of the parties as set forth in
         Section 11.12(b)(ii) below, any sales and use taxes are imposed by any
         taxing authority, tax or revenue service, or tax tribunal within the
         State of Alabama (the "Alabama Sales and Use Taxes"), the party upon
         which such Alabama Sales and Use Taxes are legally imposed shall pay
         such sales and use taxes and any related interest, penalty, etc. to the
         applicable taxing authority and the other party

                                      -56-

         shall promptly pay to, indemnify and hold the paying party harmless
         from and against 50% of such Alabama Sales and Use Taxes and any
         related interest, penalty, etc. (B) similarly, the parties shall each
         indemnify one another against 50% of all other Transaction Taxes
         ("Other Transaction Taxes"). (C) In every case where a payment of
         Transaction Taxes is required to be made directly by the indemnitee to
         the relevant taxing authority, (i) the indemnifying party shall pay to
         the indemnitee the amount of such Transaction Taxes which are required
         to be paid by the indemnitee within thirty (30) days of the date that
         the indemnitee furnishes the indemnifying party with written notice and
         documentation proving that such Transaction Taxes are due and payable
         by the indemnitee to the applicable taxing authority and (ii) such
         amount shall bear interest at the Prime Rate if not paid within such
         thirty (30) day period. In this regard, Transaction Taxes shall not be
         deemed to be due and payable by the indemnitee during any period in
         which such Transaction Taxes may legally be contested without advance
         payment, unless the indemnifying party requests the indemnitee to make
         payment of such Transaction Taxes.

                           (ii) Planning and Cooperation. Each of the Selling
         Entities and Bentley (A) believe, based on their separate and
         independent research, that each of the transfers provided for in this
         Agreement are transfers of a business as a going concern, if and to the
         extent allowable under applicable Legislative Enactments with respect
         to value added taxes ("VAT"), (B) believe, based on their separate and
         independent research, that each of the transfers provided for in this
         Agreement qualify as transfers that are exempt from Alabama Sales and
         Use Taxes, based on the casual sale and other allowable exemptions, and
         (C) shall act in a manner consistent with the foregoing. In the event
         that there is any assertion or determination that VAT, Alabama Sales
         and Use Tax, or Other Transaction Tax applies or may apply in
         connection with any transactions under this Agreement, or in connection
         with any transactions under this Agreement as to which any type of
         Other Transaction Tax does or may apply, Bentley and the applicable
         Selling Entities shall, in consultation and cooperation with each other
         and on a timely basis and commercially reasonable basis, give such
         notices, make such filings and requests, adopt such reporting
         positions, provide such information, and appear before such tax or
         revenue service, taxing authority, or taxing tribunal as are required,
         desirable, or reasonably requested by the other party, in an effort to
         maintain that such transfers are exempt or otherwise outside the scope
         of VAT, the Alabama Sales and Use Tax, or Other Transaction Taxes (as
         the case may be), in order to obtain or perfect an exemption of such
         transactions from VAT, the Alabama Sales and Use Tax, or Other
         Transaction Taxes (as the case may be), in order to obtain a reduction
         in rates for VAT applicable to such transactions, or in order to obtain
         a recovery of any VAT, Alabama Sales and Use Tax, or Other Transaction
         Tax (as the case may be) paid with respect to such transactions.
         Notwithstanding anything in this Section 11.12(b)(ii) to the contrary,
         however, no party (the "first party") shall be required to take any
         action requested by the other party (the "requesting party") which
         results or could reasonably result in an increase in the amount of
         Taxes or Transaction Taxes imposed upon the first party or its
         Affiliates, unless the requesting party agree to indemnify the first
         party and its Affiliates for the amount of any

                                      -57-

         such increase in Taxes or Transaction Taxes. Further, no party will be
         required to take any action requested by the other party that is not
         based on accepted tax practice and the legal requirements regarding the
         Transaction Tax involved.

                           (iii) Audits, Litigation, and other Contests. (A)
         Each party shall promptly provide the other party with written notice
         of any claim, or of the commencement of any audit or proceeding,
         together with copies of all correspondence, notices or other documents
         relating thereto, which may result in increased Transaction Taxes. (B)
         In the case of Alabama Sales and Use Taxes, both the Selling Entities
         and Bentley shall jointly control the contest of such sales and use
         taxes, both the Selling Entities and Bentley shall keep each other
         fully informed of all proceedings relating to Alabama Sales and Use
         Taxes, both the Selling Entities and Bentley shall take such steps as
         are reasonably requested by the other party in order to allow such
         other party to participate in any contest of such Alabama Sales and Use
         Taxes, and neither the Selling Entities nor Bentley shall be permitted
         to settle or compromise the dispute of Alabama Sales and Use Taxes
         without the written consent of the other party. However, either party
         can pay its 50% share of any disputed Alabama Sales and Use Taxes (and
         any related interest, penalties, etc.) at any time by notifying and
         paying to the other party such 50% share of disputed Alabama Sales and
         Use Taxes and any related interest, penalties, etc. that have accrued
         through such date of payment. In cases where a party (the "surrendering
         party") pays its 50% share of disputed Alabama Sales and Use Taxes in
         accordance with the preceding sentence, the surrendering party shall
         provide the other party (the "continuing party") with powers of
         attorney or other appropriate documents which will enable the
         continuing party to fully control and continue the dispute, shall not
         take any actions or disclose any information that would adversely
         affect the continuing party's conduct or resolution of the dispute, and
         shall be released of any further liability with respect to, and shall
         not share in any favorable resolution of, the disputed Alabama Sales
         and Use Taxes. (C) Similar contest provisions shall apply in the case
         of Other Transaction Taxes.

                           (iv) Record Retention. Each party will retain all Tax
         Returns, schedules, material records, workpapers or other documents
         relating to Transaction Taxes until the expiration of the statute of
         limitations (including extensions) for assessing or collecting such
         Transactions Taxes. Before any tax records or documents are destroyed,
         the party holding such records shall notify the other party of its
         intent to destroy them and shall offer any such records to the other
         party. If the other party wishes to receive such records, it shall
         notify the party holding the records or documents within 45 days of
         receipt of notice of the other party's intent to destroy, and will be
         liable for any costs related to the transfer of such records.

         11.13 Knowledge. All references in this Agreement to a party's
knowledge respecting a particular matter shall conclusively be deemed and
presumed to include, without limitation, all

                                      -58-

facts, circumstances and conditions known to such party, its directors and
officers after reasonable due inquiry (except as otherwise specifically noted
herein) regarding such matter; provided, however, that in the case of the
Selling Entities, the only officers that will be deemed and presumed to have
knowledge of a given matter will be James Taylor, John W. Wilhoite, Dennis
Sanders, Larry T. Miles, David Vance Lucas and all Presidents or other chief
operating officers of the vertical business units responsible for the
development, design or sale of the Civil, Plotting or Raster products.

         11.14 Waiver of Bulk Sales Compliance. The parties hereby waive
compliance with the bulk transfer or bulk sales provisions of the applicable
state Uniform Commercial Code provisions or any other Legislative Enactment;
provided, however, that such waiver shall not constitute a limitation of the
rights of Bentley under Article X.

         11.15 Waivers of Deliveries or Conditions Precedent. Notwithstanding
any provision to the contrary in this Agreement or in any certificate, document
or instrument delivered pursuant to this Agreement, any express or implied
waiver by Bentley or the Selling Entities of the requirement of the other to
deliver any item or Consent to be delivered at the Closing or to satisfy any
conditions precedent shall not abrogate, diminish or otherwise affect any rights
of the waiving party under this Agreement, including without limitation those
rights set forth in Section 11.2.

         11.16 Number and Gender. Unless the context otherwise requires, the
singular and plural forms in this Agreement shall be mutually inclusive, and the
masculine, feminine and neuter forms in this Agreement shall be mutually
inclusive.

         11.17 Section Headings, Schedules, Etc. The cover page and table of
contents preceding this Agreement and the headings of the various sections of
this Agreement and the Schedules hereof and Exhibits hereto are for convenience
of reference only and do not, and shall not be deemed to, modify, define, expand
or limit any of the terms or provisions hereof. Any item referenced in a
Schedule hereto is deemed to be disclosed only with respect to the specific
Section number of this Agreement which is explicitly referenced in the Schedule.
The absence of any Schedule hereto, the purpose of which is set forth exceptions
or other qualifications to the representations and warranties hereunder, shall
be deemed to state that no such exceptions or qualifications exist.

         11.18 Complete Agreement; Counterparts. This document and the documents
(including Exhibits and Schedules) referred to herein, contain the complete
agreement and understanding of the parties hereto and thereto with respect to
the matters covered hereby and thereby, and they rescind and supersede any prior
agreements and understandings which may have in any way related to the subject
matter hereof and thereof. The express terms hereof control and supersede any
course of performance or usage of the trade inconsistent with any of the terms
hereof. This Agreement may be executed by the parties hereto in several
counterparts, and, when so executed and delivered, shall be an original as
against any party whose signature appears thereon, but all such counterparts
shall together constitute but one and the same instrument.

                                      -59-

         11.19 Severability. If any provision of this Agreement or the
application of any such provision to any Person or circumstance, shall be
declared judicially to be invalid, unenforceable or void, such decision shall
not have the effect of invalidating or voiding the remainder of this Agreement,
it being the intent and agreement of the parties that this Agreement shall be
deemed amended by modifying such provision to the extent necessary to render it
valid, legal and enforceable while preserving its intent or, if such
modification is not possible, by substituting therefor another provision that is
legal and enforceable and that achieves the same objective.

         11.20 No Third Party Beneficiaries. Nothing in this Agreement is
intended or shall be construed to give any Person, other than the parties
hereto, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision contained herein.

                                      -60-

         IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be duly executed by their respective duly authorized officers or
representatives, all as of the day and year first above written.

                             SELLING ENTITIES:

                             INTERGRAPH CORPORATION

                             By:  /s/ John W. Wilhoite
                                 -----------------------------------------------
                             Name:  John W. Wilhoite
                             Title: Vice President

                                      -61-

                             Intergraph (UK), Ltd.
                             Intergraph (Deutschland) GmbH
                             Intergraph (Switzerland) A.G.
                             Intergraph GmbH (Osterreich)
                             Intergraph (France) S.A.
                             Intergraph (Sverige) AB
                             Intergraph CAD/CAM (Danmark) A/S
                             Intergraph Norge A/S
                             Intergraph Finland Oy
                             Intergraph Europe (Polska) Sp. z o.o.
                             Intergraph CR spol. s r.o.
                             Intergraph Espana, S.A.
                             Intergraph (Portugal) Sistemas de Computacao
                                     Grafica, S.A.
                             Intergraph (Italia), L.L.C.
                             Intergraph (Hellas) S.A.
                             Intergraph Benelux B.V.
                             Intergraph Benelux B.V. (Belgian Branch)
                             Intergraph Corporation Pty. Ltd.
                             Intergraph Corporation (N.Z.) Limited
                             Intergraph Corporation Taiwan
                             Intergraph Industry Solutions Japan K.K.
                             Intergraph Korea, Ltd
                             Intergraph Hong Kong Limited
                             Intergraph China Limited
                             Intergraph Canada Ltd.
                             Intergraph (Middle East) L.L.C. (Dubai (UAE)
                             registered branch of a Delaware LLC)
                             Intergraph de Mexico, S.A. de C.V.
                             Intergraph Servicios de Venezuela C.A.

                             BY:  /s/ John W. Wilhoite
                                --------------------------------------------
                             Name:  John W. Wilhoite, as attorney in fact

                                      -62-

                             BENTLEY:

                             BENTLEY SYSTEMS, INCORPORATED

                             By: /s/ Gregory S. Bentley
                                ------------------------------------------------
                             Name:   Gregory S. Bentley
                             Title:  Chief Executive Officer and President

                             BSI NETHERLANDS:

                             BENTLEY SYSTEMS EUROPE BV

                             By: /s/ Gregory S. Bentley
                                ------------------------------------------------
                             Name:   Gregory S. Bentley
                             Title:  President

                                      -63-

                                                                     EXHIBIT 2.2

                                 AMENDMENT NO. 1
                                       TO
                            ASSET PURCHASE AGREEMENT

         This Amendment No. 1 to Asset Purchase Agreement is entered into as of
December 7, 2001 (the "Effective Date") between Bentley Systems, Incorporated, a
Delaware corporation, as representative for itself and each of its direct and
indirect majority owned subsidiaries (collectively referred to herein as
"Bentley"), and Intergraph Corporation, a Delaware corporation, as
representative for itself and each of its direct and indirect majority owned
subsidiaries (collectively referred to herein as "Intergraph").

                                   BACKGROUND

         Bentley and Intergraph entered into that certain Asset Purchase
Agreement dated December 26, 2000 (the "APA"), pursuant to which Intergraph
sold, and Bentley purchased, the Acquired Assets (as defined in the APA).

         Intergraph's FrameWorks product was mistakenly included as one of the
Acquired Assets in the APA.

         Bentley and Intergraph desire to amend the APA in order to delete all
references therein to FrameWorks as an Acquired Asset.

                                    AGREEMENT

         In consideration of the mutual covenants and promises contained herein,
Bentley and Intergraph do hereby agree as follows:

1.   Both parties hereto hereby agree that:

         (a)      notwithstanding the appearance of the FrameWork product on any
                  of the APA's schedules, exhibits, or other documents related
                  thereto, FrameWorks is not one of the Acquired Assets;
                  therefore no right, title, or interest in and to the
                  FrameWorks product was granted, transferred, assigned,
                  conveyed or delivered to Bentley pursuant to the APA; and

         (b)      as between Bentley and Intergraph, Intergraph is the sole
                  owner of all right, title and interest (including, without
                  limitation, all applicable patents, copyrights, and
                  trademarks) in and to the product FrameWorks.

2.   This Amendment shall be effective as of the Effective Date.

         Bentley and Intergraph, intending to be legally bound hereby, have
executed this Amendment as of the date first written above.

BENTLEY SYSTEMS INCORPORATED                       INTERGRAPH CORPORATION

By: /s/ David Nation                            By: /s/ James F. Taylor
   ________________________________                _____________________________
      David Nation                                       James F. Taylor
Its: Senior Vice President of Corporate Affairs    Its: President
     and General Counsel

                                                                     EXHIBIT 2.3

                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                         BENTLEY SYSTEMS, INCORPORATED,

                            GP ACQUISITION SUB, INC.,

                               GEOPAK CORPORATION

                                       AND

                             THE GEOPAK STOCKHOLDERS

                       LISTED ON THE SIGNATURE PAGE HERETO

                         Dated as of September 18, 2001

                                TABLE OF CONTENTS

                                                                                                                PAGE
                                                                                                             
ARTICLE 1           DEFINITIONS...............................................................................    1

         1.1    Certain Definitions...........................................................................    1

         1.2    Other Definitions.............................................................................    5

ARTICLE 2           BASIC TRANSACTION.........................................................................    6

         2.1    Merger; Surviving Corporation.................................................................    6

         2.2    Certificate of Incorporation..................................................................    7

         2.3    By-laws.......................................................................................    7

         2.4    Directors and Officers........................................................................    7

         2.5    Effective Time................................................................................    7

         2.6    Conversion of Securities......................................................................    7

         2.7    Exchange of Certificates......................................................................    8

         2.8    Restricted Securities.........................................................................    9

         2.9    Allocation of Consideration...................................................................    9

         2.10   Closing.......................................................................................    9

         2.11   Transactions at Closing.......................................................................    9

ARTICLE 3           REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............................................   10

         3.1    Organization and Authority....................................................................   10

         3.2    Contravention; Validity.......................................................................   10

         3.3    Consents......................................................................................   10

         3.4    Books and Records; Accounts Receivable........................................................   11

ARTICLE 4           REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS........................................   11

         4.1    Contravention; Validity.......................................................................   11

         4.2    Company Representations.......................................................................   11

         4.3    Alienability of Shares........................................................................   12

         4.4    Rights and Options............................................................................   12

         4.5    Securities Law Matters........................................................................   12

         4.6    Transactions with Affiliates..................................................................   14

         4.7    Stock Ownership...............................................................................   14

         4.8    Capital Stock.................................................................................   14

         4.9    Financial Statements..........................................................................   14

                                      -i-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                                PAGE
                                                                                                             
         4.10   Compliance with Laws, Licenses, Registrations, etc............................................   15

         4.11   Title to Properties Leases; Assets Owned by BHA...............................................   15

         4.12   Intellectual Property.........................................................................   15

         4.13   Compliance with Other Instruments.............................................................   16

         4.14   Contracts and Binding Commitments.............................................................   16

         4.15   Pending Litigation, etc.......................................................................   17

         4.16   Taxes.........................................................................................   17

         4.17   Events Since Reviewed Statements..............................................................   18

         4.18   Employee Benefit Plans; Employment Matters....................................................   19

         4.19   Customers.....................................................................................   20

         4.20   Brokers or Finders............................................................................   21

         4.21   Full Disclosure...............................................................................   21

ARTICLE 5           REPRESENTATIONS AND WARRANTIES OF BENTLEY AND MERGER SUB..................................   21

         5.1    Organization and Authority....................................................................   21

         5.2    Contravention; Validity.......................................................................   21

         5.3    Consents......................................................................................   22

         5.4    Representations and Warranties Concerning Class C and Class D Shares..........................   22

ARTICLE 6           CLOSING DELIVERIES OF COMPANY AND STOCKHOLDERS............................................   22

ARTICLE 7           CLOSING DELIVERIES OF BENTLEY AND MERGER SUB..............................................   24

ARTICLE 8           POST-CLOSING COVENANTS....................................................................   25

         8.1    Employment Matters............................................................................   25

         8.2    Tax Matters...................................................................................   26

         8.3    Non-Competition...............................................................................   26

ARTICLE 9           INDEMNIFICATION...........................................................................   28

         9.1    Survival of Representations and Warranties....................................................   28

         9.2    Indemnification by Stockholders and Company...................................................   28

         9.3    Indemnification by Bentley....................................................................   28

         9.4    Stockholders' Representative..................................................................   29

         9.5    Matters Involving Third Parties...............................................................   29

         9.6    Release.......................................................................................   30

                                      -ii-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                                PAGE
                                                                                                             
ARTICLE 10          MISCELLANEOUS.............................................................................   31

         10.1   Parties Obligated and Benefited...............................................................   31

         10.2   Expenses......................................................................................   31

         10.3   Notices.......................................................................................   32

         10.4   Headings......................................................................................   33

         10.5   Choice of Law; Exclusive Jurisdiction.........................................................   33

         10.6   Rights Cumulative.............................................................................   34

         10.7   Further Actions...............................................................................   34

         10.8   Counterparts..................................................................................   34

         10.9   Entire Agreement..............................................................................   34

         10.10  Amendments and Waivers........................................................................   34

         10.11  Construction..................................................................................   34

         10.12  Disclosure....................................................................................   35

                                      -iii-

                                    Exhibits

Exhibit 1     DGCL Certificate of Merger

Exhibit 2     FBCA Articles of Merger

Exhibit 3     Opinion of Company's Counsel

Exhibit 4     Opinion of Bentley's Counsel

                          AGREEMENT AND PLAN OF MERGER

      This AGREEMENT AND PLAN OF MERGER ("AGREEMENT") is made as of the 18th day
of September, 2001, by and among BENTLEY SYSTEMS, INCORPORATED, a Delaware
corporation ("BENTLEY"), GP ACQUISITION SUB, INC., a Delaware corporation
("MERGER SUB"), GEOPAK CORPORATION, a Florida corporation (the "COMPANY"), and
the stockholders of the Company (the "STOCKHOLDERS") listed on the signature
page hereto. Bentley, Merger Sub, the Company and the Stockholders are
collectively referred to herein as the "PARTIES."

                                    RECITALS:

      A. The Boards of Directors of each of the Company, Bentley and Merger Sub
believe it is in the best interests of each company and their respective
stockholders that Bentley acquire the Company through the statutory merger of
the Company with and into Merger Sub (the "MERGER") and, in furtherance thereof,
have approved the Merger.

      B. Pursuant to the Merger, among other things, and subject to the terms
and conditions of this Agreement, (i) all outstanding shares of common stock of
the Company ("COMPANY COMMON STOCK") other than Company Common Stock owned by
Bentley shall be converted into the right to receive the Merger Consideration
and (ii) all outstanding options and other rights to acquire or receive shares
of Company Common Stock shall be assumed and become outstanding options and
other rights to acquire or receive shares of Class B Common Stock of Bentley
("BENTLEY CLASS B COMMON STOCK").

      C. The Parties intend that the Merger qualify as a reorganization pursuant
to Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the
"CODE").

      NOW, THEREFORE, in consideration of the premises and mutual promises
herein made, and in consideration of the representations, warranties, covenants
and agreements herein contained and intending to be legally bound hereby, the
Parties agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

      1.1 Certain Definitions. The following terms shall, when used in this
Agreement, have the following meanings:

            "AFFILIATE" means, with respect to any Person: (i) each Person that,
directly or indirectly, owns or controls, whether beneficially, or as a trustee,
guardian or other fiduciary, 50% or more of the stock having ordinary voting
power in the election of directors of such Person; and (ii) any officer,
director or partner of such other Person. "Control" for the foregoing purposes
shall mean the possession, directly or indirectly, of the power to direct or
cause the

direction of the management and policies of a Person, whether through the
ownership of voting securities or voting interests, by contract or otherwise.

            "ASSETS" mean all properties, assets, privileges, powers, rights,
interests and claims of every type and description that are owned, leased, held,
used or useful in the Company's business and in which the Company has any right,
title or interest or in which the Company acquires any right, title or interest
on or before the Closing Date, wherever located, whether known or unknown, and
whether or not now or on the Closing Date on the Books and Records.

            "BOOKS AND RECORDS" mean all of the Company's books and records,
including purchase and sale order files, invoices, sales materials and records,
customer lists, mailing lists, marketing information, personnel records and
files, technical data and records, all correspondence with and documents
pertaining to suppliers, Governmental Authorities and other third parties, all
records evidencing accounts receivable and schedules of accounts receivable
aging, all other financial records and all books and records relating to the
Company's formation and capitalization, including corporate seals, minute books
and stock books.

            "BUSINESS DAY" means any day other than Saturday, Sunday or a day on
which banking institutions in Philadelphia, Pennsylvania are required or
authorized to be closed.

            "COLLATERAL DOCUMENTS" mean the Exhibits and disclosure schedules to
this Agreement and any other agreements, documents, instruments and certificates
to be executed and delivered by the Parties at Closing pursuant to this
Agreement.

            "ENCUMBRANCE" means any mortgage, pledge, lien, encumbrance, charge,
security interest, security agreement, conditional sale or other title retention
agreement, option, assessment, restrictive agreement, adverse interest,
restriction on transfer or any exception to or defect in title or other
ownership interest (including restrictive covenants, leases and licenses), but
excluding encumbrances for current taxes not delinquent or being contested in
good faith.

            "ENVIRONMENTAL LAWS" means all foreign, federal, provincial, state
and local laws, regulations, codes, rules and ordinances relating to pollution
or protection of human health, safety or the environment, including, without
limitation, laws relating to releases or threatened releases of Hazardous
Substances into the indoor or outdoor environment (including, without
limitation, ambient air, surface water, groundwater, land, surface and
subsurface strata) or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, release, transport or handling of
Hazardous Substances, and all laws and regulations with regard to recordkeeping,
notification, disclosure and reporting requirements respecting Hazardous
Substances.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

                                     - 2 -

            "GAAP" means United States generally accepted accounting principles
as in effect from time to time.

            "GOVERNMENTAL AUTHORITY" means: (i) the United States of America;
(ii) any state, commonwealth, territory or possession of the United States of
America and any political subdivision thereof (including counties,
municipalities and the like); (iii) any foreign (as to the United States of
America) sovereign entity and any political subdivision thereof; or (iv) any
agency, authority or instrumentality of any of the foregoing, including any
court, tribunal, department, bureau, commission or board.

            "HAZARDOUS SUBSTANCES" means any toxic, radioactive, caustic, or
other hazardous substance or waste, including, petroleum, its derivatives,
byproducts, and other hydrocarbons, pollutants, contaminants, or any other
substance defined as such by, or regulated as such under, any Environmental Law.

            "INTELLECTUAL PROPERTY" means and include all rights, title, and
interests in the following items: (a) domestic and foreign patents (including,
without limitation, certificates of invention, utility models and other patent
equivalents), and all provisional applications, patent applications, and patents
issuing therefrom, as well as any division, continuation, continuation in part,
reissue, extension, re-examination certification, revival or renewal of any
patent, all inventions and subject matter relating to such patents, in any and
all forms, and all patents and applications for patents relating to such
patents, (b) domestic and foreign trademarks, trade dress, service marks, trade
names, icons, logos and slogans and any other indicia of source or sponsorship
of goods and services, designs and logotypes related thereto, and all trademark
registrations and applications for registration related to such trademarks
(including, but not limited to intent to use applications), (c) copyrightable
works and copyright interests in any of the Assets, including, without
limitation, all common-law rights, all registered copyrights and all rights to
register and obtain renewals and extensions of copyright registration, together
with all copyright interests accruing by reason of international copyright
conventions, (d) Inventions, (e) Software and other works of authorship, (f)
trade secrets, (g) know-how, (h) all rights necessary to prevent claims of
invasion of privacy, rights of publicity, defamation, or any other causes of
action arising out of the use, adaptation, modification, reproduction,
distribution, sales or display of the Software, (i) all income, royalties,
damages and payments accrued after the Closing with respect to the Software and
all other rights thereunder, (j) all rights to use all of the foregoing forever
or for the applicable term of each right, (k) all processes, designs, formulas,
semiconductor mask works, industrial models, engineering and technical drawings,
prototypes, improvements, discoveries, technology, data and other intellectual
or intangible property and/or proprietary rights or interests of the Company
(and all goodwill associated therewith), and (l) all rights to sue for past,
present or future infringement, misappropriation or other violations or
impairments of any of the foregoing enumerated in subclauses (a) through (k)
above, and to collect and retain all damages and profits therefor.

            "INVENTIONS" means all novel devices, processes, compositions of
matter, methods, techniques, observations, discoveries, apparatuses, designs,
expressions, theories and

                                     - 3 -

ideas (including improvements and modifications thereof through the date hereof)
relating to the Assets, whether or not patentable.

            "LEGAL REQUIREMENT" means any statute, ordinance, law, rule,
regulation, code, plan, injunction, judgment, order, decree, writ, ruling,
charge or other requirement, standard or procedure enacted, adopted or applied
by any Governmental Authority.

            "LETTER OF INTENT" means that certain Letter of Intent dated June 5,
2001 by and among Bentley, the Company and the Stockholders.

            "LIABILITY" means any liability or obligation of the Company
(whether known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
and whether due or to become due), including any liability for Taxes.

            "MATERIAL ADVERSE EFFECT" means a material adverse effect on the
business, earnings, properties, condition, Assets or prospects of the Company.

            "OPTION AGREEMENT" means the Option Agreement, by and among Bentley,
the Company and the holders of Common Stock of the Company listed on Schedule
5.2(a) therein, dated December 18, 1996.

            "PERSON" means any natural person, corporation, partnership, trust,
unincorporated organization, association, limited liability company,
Governmental Authority or other entity.

            "REPRESENTATIVE" means any director, officer, employee, agent,
consultant, adviser or other representative of a Person, including legal
counsel, accountants and financial advisors.

            "SECURITIES ACT" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

            "SECURITIES PURCHASE AGREEMENT" means the Securities Purchase
Agreement, by and among Bentley, the Purchasers identified therein and, for
certain limited purposes, Raymond B. Bentley and Richard P. Bentley, dated as of
December 26, 2000, as amended by the Amendment to Securities Purchase Agreement,
by and among Bentley and the Purchasers identified therein, dated as of July 2,
2001, and as further amended by the Joinder and Amendment to Securities Purchase
Agreement, by and among the Stockholders and the Company, dated the date hereof.

            "SHAREHOLDERS' AGREEMENT" means the Shareholders' Agreement, by and
among the Company, Bentley and the other shareholders of the Company listed on
Exhibit A thereto, dated as of December 18, 1996.

                                     - 4 -

            "SOFTWARE" means the expression of an organized set of instructions
in a natural or coded language, including without limitation, compilations and
sequences, which is contained on a physical media of any nature (e.g., written,
electronic, magnetic, optical or otherwise) and which may be used with a
computer or other automated data processing equipment device of any nature which
is based on digital technology, to make such computer or other device operate in
a particular manner and for a certain purpose, as well as any related
documentation for such set of instructions. The term shall include, without
limitation, computer programs in source and object code, test or other
significant data libraries, documentation for computer programs, modifications,
enhancements, revisions or versions of or to any of the foregoing and prior
releases of any of the foregoing applicable to any operating environment, and
any of the following which is contained on a physical media of any nature and
which is used in the design, development, modification, enhancement, testing,
installation, use, maintenance, diagnosis or assurance of the performance of a
computer program: narrative descriptions, notes, specifications, designs,
flowcharts, parameter descriptions, logic flow diagrams, masks, input and output
formats, file layouts, database formats, test programs, test or other data, user
guides, manuals, installation and operating instructions, diagnostic and
maintenance instructions, source code, object code and other similar materials
and information.

            "TERRITORY" means the United States, Canada, the United Kingdom,
Australia, New Zealand and their territories and possessions.

      1.2 Other Definitions. The following terms shall, when used in this
Agreement, have the meanings assigned to such terms in the Sections indicated.

Term                                         Section
- ----                                         -------
                                          
"AGREEMENT"                                  Preamble
"BENTLEY"                                    Preamble
"BENTLEY BOARD APPROVALS"                    7.1(c)
"BENTLEY CLASS B COMMON STOCK"               Recitals
"BENTLEY ENTITIES"                           8.3(a)
"BENTLEY INDEMNIFIED PARTIES"                9.2
"BENTLEY SECURITIES"                         2.6(a)
"CLOSING"                                    2.10
"CLOSING DATE"                               2.10
"CODE"                                       Recitals
"COMPANY"                                    Preamble
"COMPANY BOARD APPROVAL"                     6.1(e)
"COMPANY COMMON STOCK"                       Recitals
"CONTRACTS"                                  4.14(a)
"CORPORATE GOVERNANCE OBLIGATIONS"           4.14(c)
"DAMAGES"                                    9.2
"DGCL"                                       2.1
"DGCL CERTIFICATE OF MERGER"                 2.5
"EFFECTIVE TIME"                             2.5
"EMPLOYMENT AGREEMENTS"                      6.1(a)

                                     - 5 -

                                          
"FBCA"                                       2.1
"FBCA ARTICLES OF MERGER"                    2.5
"FINANCIAL STATEMENTS"                       3.9
"INDEMNIFIED PARTY"                          9.5(a)
"INDEMNIFYING PARTY"                         9.5(a)
"INFORMATION STATEMENT"                      4.5(h)
"INTERIM STATEMENTS"                         4.9
"JOINDER TO THE
   REGISTRATION RIGHTS AGREEMENT"            6.1(c)
"JOINDER TO THE
   SECURITIES PURCHASE AGREEMENT"            6.1(b)
"MERGER"                                     Recitals
"MERGER CONSIDERATION"                       2.6
"MERGER SUB"                                 Preamble
"NON-COMPETITION COVENANTS"                  8.3(a)
"PARTIES"                                    Preamble
"PENSION PLAN"                               4.18(a)
"PLANS"                                      4.18(b)
"PRE-CLOSING PERIODS"                        8.2(a)
"PROFESSIONAL FEES"                          10.2
"RELATED PERSONS"                            9.6
"RELEASEE"                                   9.6
"RELEASEES"                                  9.6
"RETURNS"                                    4.16(b)
"REVIEWED STATEMENTS"                        4.9
"RULE 144"                                   4.5(e)
"STOCKHOLDERS"                               Preamble
"STOCKHOLDER INDEMNIFIED PARTIES"            9.3
"STOCKHOLDERS' REPRESENTATIVE"               9.4
"SURVIVING CORPORATION"                      2.1
"TAXES"                                      4.16(a)
"THIRD PARRY CLAIM"                          9.5(a)
"WARRANTS"                                   6.1(d)

                                   ARTICLE 2

                                BASIC TRANSACTION

      2.1 Merger; Surviving Corporation. In accordance with the provisions of
this Agreement, the General Corporation Law of the State of Delaware ("DGCL")
and the Business Corporation Act of the State of Florida ("FBCA"), at the
Effective Time the Company shall be merged with and into Merger Sub, and Merger
Sub shall be the surviving corporation in the Merger (hereinafter sometimes
called the "SURVIVING CORPORATION") and shall continue its corporate existence
under the laws of the State of Delaware. At the Effective Time, the separate
existence of the Company shall cease. All properties, franchises and rights
belonging to the

                                     - 6 -

Company and Merger Sub, by virtue of the Merger and without further act or deed,
shall be deemed to be vested in the Surviving Corporation, which shall
thenceforth be responsible for all the liabilities and obligations of each of
Merger Sub and the Company.

      2.2 Certificate of Incorporation. At the Effective Time, Article 1 of the
Certificate of Incorporation of Merger Sub, as in effect immediately prior to
the Effective Time, shall be amended to read in its entirety as follows:

                  "1. Name: The name of the corporation shall be Geopak
Corporation."

Except for such amendment, the Certificate of Incorporation of Merger Sub as in
effect immediately prior to the Effective Time shall thereafter continue in full
force and effect as the Certificate of Incorporation of the Surviving
Corporation until altered or amended as provided therein or by applicable law.

      2.3 By-laws. Merger Sub's By-laws as in effect immediately prior to the
Effective Time shall be the By-laws of the Surviving Corporation until altered,
amended or repealed as provided therein or by applicable law.

      2.4 Directors and Officers. The directors of Merger Sub immediately prior
to the Effective Time shall serve as directors of the Surviving Corporation
following the Effective Time in accordance with the Certificate of Incorporation
and By-laws of the Surviving Corporation and the DGCL. The officers of the
Company immediately prior to the Effective Time shall serve in such capacities
at the pleasure of the Board of Directors of the Surviving Corporation following
the Effective Time in accordance with the Certificate of Incorporation and
By-Laws of the Surviving Corporation and the DGCL.

      2.5 Effective Time. The Merger shall become effective at the time and date
that the last of the following two events has occurred: (i) the acceptance for
filing of a certificate of merger (the "DGCL CERTIFICATE OF MERGER"), in the
form attached hereto as Exhibit 1, by the Secretary of State of the State of
Delaware in accordance with the provisions of Section 252 of the DGCL; and (ii)
the acceptance for filing of articles of merger (the "FBCA ARTICLES OF MERGER"),
in the form attached hereto as Exhibit 2, by the Secretary of State of the State
of Florida, in accordance with Section 607.1109 of the FBCA. The DGCL
Certificate of Merger and the FBCA Articles of Merger shall be executed by
Merger Sub and/or the Company, as applicable, and delivered to the Secretary of
State of the State of Delaware and the Secretary of State of the State of
Florida, respectively, for filing, as stated above, on the Closing Date. The
date and time when the Merger shall become effective are referred to herein as
the "Effective Time."

      2.6 Conversion of Securities.

                  (a) At the Effective Time, all of the issued and outstanding
shares of Company Common Stock other than Company Common Stock owned by Bentley
shall be converted into the right to receive following (the "MERGER
CONSIDERATION"):

                                     - 7 -

                        (i) cash in an amount equal to $8,000,000;

                        (ii) 35,000 shares of Bentley's Class C Senior Common
Stock to be issued in accordance with the Joinder to the Securities Purchase
Agreement;

                        (iii) 480,000 shares of Bentley's Class D Non-Voting
Common Stock; and

                        (iv) warrants to purchase 485,333 shares of Bentley's
Class B Non-Voting Common Stock to be issued in accordance with the Joinder to
the Securities Purchase Agreement.

The shares of capital stock and the warrants to purchase shares of capital stock
to be issued and sold by Bentley at the Effective Time pursuant to this Section
2.6(a) collectively are referred to as the "BENTLEY SECURITIES."

                  (b) At the Effective Time, all of the outstanding shares of
Company Common Stock owned by Bentley shall be cancelled.

                  (c) At the Effective Time, each of the then outstanding
options held by Company employees to purchase Company Common Stock shall by
virtue of the Merger and at the Effective Time, and without any further action
on the part of any holder thereof, be assumed by Bentley and converted into an
option to purchase, under Bentley's 1997 Stock Option Plan, that number of
shares of Bentley Class B Common Stock determined by multiplying the number of
shares of Company Common Stock subject to such option at the Effective Time by
1.4667, at an exercise price per share equal to the exercise price per share of
such option immediately prior to the Effective Time divided by 1.4667. If the
foregoing calculation results in an option being exercisable for a fraction of a
share of Bentley Class B Common Stock, then the number of shares of Bentley
Class B Common Stock subject to such option shall be rounded up to the nearest
whole number of shares. The term, exercisability, vesting schedule, status as an
"Incentive Stock Option" under Section 422 of the Code, if applicable, and all
other terms and conditions of stock options issued pursuant to this Section
2.6(c) will to the extent permitted by law and otherwise reasonably practicable
remain unchanged. Continuous employment with the Company shall be credited to
the optionees for purposes of determining the vesting of the number of shares of
Bentley Class B Common Stock subject to exercise under the optionees' converted
stock options after the Effective Time, and all optionees who have fully vested
options to purchase shares of capital stock of Geopak immediately prior to the
Effective Time will receive fully vested options to purchase shares of Bentley
Class B Common Stock in accordance with the conversion ratio set forth above.

      2.7 Exchange of Certificates. At the Closing, immediately after the
Effective Time of the Merger, all of the Stockholders shall surrender to the
Surviving Corporation all of the outstanding certificates theretofore
representing shares of Company Common Stock in exchange for the Merger
Consideration payable to the Stockholders at Closing. Until such certificates
are surrendered, outstanding certificates formerly representing shares of
Company Common Stock shall be deemed for all purposes as evidencing the right to
receive the Merger Consideration into

                                     - 8 -

which such shares have been converted as though said surrender and exchange had
taken place. In no event will a holder of shares of Company Common Stock be
entitled to interest on the Merger Consideration issuable in respect of such
shares.

      2.8 Restricted Securities.

                  (a) The Bentley Securities to be issued pursuant to this
Agreement and the Securities Purchase Agreement have not been, and, except as
contemplated by the Registration Rights Agreement, will not be, registered under
the Securities Act, and will be issued in a transaction that is exempt from the
registration requirements of the Securities Act. Until such Bentley Securities
are registered and sold under the Securities Act, they will be "restricted
securities" under the federal securities laws and cannot be offered or resold
except pursuant to registration under the Securities Act or an available
exemption from registration.

                  (b) All certificates representing such Bentley Securities
shall bear, in addition to any other legends required under applicable
securities laws, the following legend and such other legends as are required by
the Transaction Documents:

      The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended, and may not be transferred except
pursuant to registration under the Securities Act or pursuant to an available
exemption from registration.

      2.9 Allocation of Consideration. The Merger Consideration shall be
allocated among the Stockholders in proportion to the number of shares of
Company Common Stock owned by each such Stockholder at the Effective Time;
provided, however, that no fraction of a share of any Bentley Securities will be
issued.

      2.10 Closing. The closing of the transactions contemplated by this
Agreement ("CLOSING") shall take place at the offices of Drinker Biddle & Reath
LLP, Eighteenth and Cherry Streets, Philadelphia, Pennsylvania 19103, or at such
other location as the parties may agree, on September 18, 2001, or on such other
date that the Parties may agree. The date on which the Closing actually occurs
is referred to herein as the "CLOSING DATE."

      2.11 Transactions at Closing. At the Closing:

                  (a) The Stockholders shall surrender certificates representing
Company Common Stock pursuant to Section 2.7, and the Company and the
Stockholders shall deliver to Bentley and the Surviving Corporation such
documents, instruments and certificates as are required by this Agreement to be
delivered by them.

                  (b) Bentley shall deliver to the Company and Stockholders:

                        (i) the Merger Consideration allocated pursuant to
Section 2.9; and

                        (ii) such documents, instruments and certificates as are
required by this Agreement to be delivered by Bentley and Merger Sub.

                                     - 9 -

                                   ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      The Company represents and warrants to Bentley and Merger Sub as follows:

      3.1 Organization and Authority.

                  (a) The Company is a corporation duly incorporated and/or
organized, validly existing and in good standing under the laws of the State of
Florida and has all requisite power and authority (corporate and other) to own,
lease, operate or otherwise hold its Assets, to conduct its business as
currently conducted and as currently proposed to be conducted.

                  (b) The Company is duly licensed or qualified to do business
as a foreign corporation and is in good standing in each jurisdiction in which
the failure to so qualify could have a Material Adverse Effect.

      3.2 Contravention; Validity.

                  (a) The execution, delivery and performance by the Company of
this Agreement and each of the Collateral Documents, the consummation by the
Company of the transactions contemplated hereby and thereby, and compliance by
the Company with all of the provisions of this Agreement, will not (i) result in
any breach or violation of, or conflict with, any Legal Requirement; (ii)
violate or result in any breach of any of the provisions of, or constitute a
default under, give rise to a right of termination or cancellation of, or
accelerate the performance required by any terms of, as the case may be, any
indenture, mortgage, agreement, lease, license, note, permit, franchise,
contract, deed of trust or other instrument to which the Company is a party or
by which it or any of its Assets may be bound; or (iii) violate or conflict with
any provision of the Articles of Incorporation, the By-laws or other governing
agreement of the Company.

                  (b) This Agreement has been duly and validly executed and
delivered by the Company and constitutes the valid and binding obligation of the
Company, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

      3.3 Consents. The execution, delivery and performance by the Company of
this Agreement and the Collateral Documents are within the Company's corporate
powers, have been duly authorized by all necessary corporate action on the part
of the Company and do not and will not require any consent or approval of any
Person (other than consents or approvals which have been obtained) or any
authorization, consent or approval by, or registration, qualification,
declaration or filing with, or notice to any Governmental Authority (other than
actions and filings that have been taken or made and the filings contemplated by
Section 2.5 hereof).

                                     - 10 -

      3.4 Books and Records; Accounts Receivable. The Books and Records
accurately and fairly represent the Company's business and its results of
operations in all material respects. The accounts receivable of the Company are
valid receivables subject to no setoffs or counterclaims and are current and
collectible, subject to any reserve for doubtful accounts provided for in the
Interim Statements.

      3.5 Brokers or Finders. No broker or finder has acted directly or
indirectly for the Company or any of its Affiliates in connection with the
transactions contemplated by this Agreement. Neither the Company nor any of its
Affiliates has incurred any obligation to pay any brokerage or finder's fee or
other commission in connection with the transactions contemplated by this
Agreement.

                                   ARTICLE 4

               REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

      The Stockholders, jointly and severally, hereby represent and warrant to
Bentley and Merger Sub as follows:

      4.1 Contravention; Validity.

                  (a) The execution, delivery and performance by the
Stockholders of this Agreement and each of the Collateral Documents to which
they are parties, the consummation by the Stockholders of the transactions
contemplated hereby and thereby, and compliance by the Stockholders with all of
the provisions of this Agreement, will not (i) result in any breach or violation
of, or conflict with, any Legal Requirement; and (ii) violate or result in any
breach of any of the provisions of, or constitute a default under, give rise to
a right of termination or cancellation of, or accelerate the performance
required by any terms of, as the case may be, any indenture, mortgage,
agreement, lease, license, note, permit, franchise, contract, deed of trust or
other instrument to which the Stockholders or the Company are parties or by
which the Stockholders or any of the Company Common Stock may be bound.

                  (b) This Agreement has been duly and validly executed and
delivered by each Stockholder and constitutes the valid and binding obligation
of each such Stockholder (with respect to his or her obligations hereunder),
enforceable against each such Stockholder in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

      4.2 Company Representations. To the best knowledge of each Stockholder,
the representations and warranties of the Company in Article 3 are true,
complete and accurate.

                                     - 11 -

      4.3 Alienability of Shares.

                  (a) Each Stockholder has the unfettered right to alienate the
shares of Company Common Stock owned by him or her. Each Stockholder will cause
such unfettered alienability of his or her shares of Company Common Stock
(including by way of exclusion thereof from any community property) to remain in
effect until the Closing.

                  (b) Each Stockholder represents that, if married, he or she is
not physically nor legally separated from his or her spouse, is not involved in
divorce proceedings with his or her spouse and that the transactions entered
into pursuant to this Agreement constitute arms' length transactions.

      4.4 Rights and Options. Except as set forth on Schedule 4.4 and for the
rights granted to Bentley under the Option Agreement, there are no options,
warrants, calls or other rights, agreements or commitments relating to the
Company Common Stock owned by each Stockholder, including any right of
conversion or exchange, actually or contingently, under any outstanding security
or other instrument.

      4.5 Securities Law Matters.

                  (a) Each of Gabriel Norona and Francisco Norona is an
"accredited investor" as such term is defined in Rule 501 of Regulation D under
the Securities Act.

                  (b) The principal residence of each of Gabriel Norona,
Francisco Norona, Dean Bowman, Andrew Panayatoff and Orestes Norat is located in
the State of Florida and the principal residence of Robert Cormack is located in
Australia. No Stockholder has received any communications from Bentley or its
Representatives regarding his investment in the Bentley Securities at any
location other than in the state or jurisdiction of his principal residence. At
all times during the negotiation of this Agreement and the related transactions,
each Stockholder has been represented by Gabriel Norona, as his purchaser
representative, and Norman Malinski, P.A., as his counsel.

                  (c) (i) The Bentley Securities will be acquired by each
Stockholder for investment for the Stockholder's own account, and not with a
view to the sale or distribution of any part thereof in violation of applicable
Federal and state securities laws, and (ii) no Stockholder has any current
intention of selling, granting participation in or otherwise distributing the
same in violation of applicable Federal and state securities laws.

                  (d) Each Stockholder understands that the Bentley Securities
will not be registered under the Securities Act or any state securities law on
the basis that the sale provided for in this Agreement and the issuance of the
Bentley Securities hereunder is exempt from registration under the Securities
Act or any state securities law. Except as required by the Registration Rights
Agreement, Bentley shall not be obligated to register the Bentley Securities
under the Securities Act or any state securities law.

                  (e) Each Stockholder understands that the Bentley Securities
will bear a restrictive legend prohibiting transfers thereof except in
compliance with applicable Federal

                                     - 12 -

and state securities laws and will not be transferred of record except in
compliance therewith. Bentley may require, as a condition to transferring the
Bentley Securities, an opinion of counsel satisfactory to it that such transfer
complies with applicable Federal and state securities laws. Stop transfer
instructions will be issued to Bentley's transfer agent, if any, with respect to
the Bentley Securities or, if Bentley acts as its own transfer agent, Bentley
will make a notation on its records concerning these restrictions on transfer.

                  (f) Each Stockholder understands that unless previously
registered with the Securities and Exchange Commission, the Bentley Securities
may not be sold, transferred or otherwise disposed of without registration under
the Securities Act or an exemption therefrom, and that in the absence of an
effective registration statement covering the Bentley Securities or an available
exemption from registration under the Securities Act, the Bentley Securities
must be held indefinitely. In particular, each Stockholder is aware that the
Bentley Securities may not be sold pursuant to Rule 144 promulgated under the
Securities Act ("RULE 144") unless all of the conditions of that Rule are met.
Among the current conditions for use of Rule 144 by certain holders is the
availability to the public of current information about Bentley. Such
information is not now available.

                  (g) Each Stockholder (i) can afford to bear the economic risk
of holding the unregistered Bentley Securities for an indefinite period of time,
has no need for liquidity in any Bentley Securities he or she may hold, and has
adequate means for providing for his or her current needs and contingencies,
(ii) can afford to suffer a complete loss of his or her investment in the
Bentley Securities, and (iii) understands and has taken cognizance of all risk
factors related to the receipt of the Bentley Securities. Each Stockholder's
overall commitment to investments which are not readily marketable is not
disproportionate to his or her net worth and his investment in Bentley
Securities will not cause such overall commitment to become excessive. Each
Stockholder has such knowledge and experience in business and financial matters
that he or she is capable of evaluating Bentley and the activities thereof and
the risks and merits of investment in the Bentley Securities, of making an
informed investment decision thereon and of protecting his or her interests in
connection with the transaction.

                  (h) Each Stockholder (i) is familiar with the business and
financial condition, properties, operations and prospects of Bentley, (ii) has
received and carefully reviewed and evaluated the Bentley Information Statement
dated July 31, 2001 and the supplement thereto dated August 15, 2001
(collectively, the "INFORMATION STATEMENT"), which have been provided by Bentley
to the Stockholders, including the "Risk Factors" set forth therein, and (iii)
has been given, through his or her Representatives, full access to all material
information concerning the condition, properties, operations and prospects of
Bentley, including, without limitation, all material books of Bentley and
contracts and documents relating to the transactions contemplated hereby. Each
Stockholder and his or her Representatives have had an opportunity to ask
questions of, and to receive information from, Bentley and persons acting on its
behalf concerning the terms and conditions of his or her investment in the
Bentley Securities and to obtain any additional information necessary to verify
the accuracy of the information and data received by him or her. Neither the
Stockholders nor their Representatives have been furnished any offering
literature other than the Information Statement and the documents attached as
exhibits thereto, and the Stockholders and their Representatives have relied or
will

                                     - 13 -

rely only on the information contained in the Information Statement and its
exhibits and such other information as is described in this subparagraph (h),
furnished or made available to them by Bentley.

                  (i) Each Stockholder acknowledges that at no time has there
been any representation, guarantee or warranty to him or her by any
broker-dealer, Bentley, their agents or employees, or any other person,
expressly or by implication, concerning any of the following:

                        (i) the approximate or exact length of time that the
Stockholder will be required to retain ownership of Bentley Securities;

                        (ii) the percentage of profit or amount of, or type of
consideration, profit or loss to be realized, if any, as a result of an
investment in Bentley Securities; or

                        (iii) that the past performance or experience of Bentley
will in any way indicate the predictable results of the ownership of Bentley
Securities.

      4.6 Transactions with Affiliates. Except as disclosed in Schedule 4.6, the
Company is not a party to any contract or agreement with any Stockholder, any
other Affiliate or any Affiliate of any Stockholder.

      4.7 Stock Ownership. Each Stockholder is the owner of record and the
beneficial owner of that number of shares of Company Common Stock set forth
opposite his or her name in Schedule 4.7, free and clear of all Encumbrances.

      4.8 Capital Stock. The authorized capital stock of the Company is as set
forth on Schedule 4.8. The issued and outstanding capital stock is owned of
record and beneficially by the Stockholders and by Bentley in the proportions
set forth in Schedule 4.8 hereto. All such outstanding shares of capital stock
have been duly authorized, validly issued and are fully paid, non-assessable and
free of preemptive rights. Except as set forth in Schedule 4.8 hereto, no shares
of capital stock are held in the treasury of the Company. Except for the
Stockholders' Agreement, there are no voting trusts or other agreements or
understandings with respect to the voting of any capital stock of the Company.
Except as set forth in Schedule 4.8 hereto, the Company is not subject to any
obligation (contingent or otherwise) to repurchase, acquire or retire any shares
of its capital stock.

      4.9 Financial Statements. The Company has furnished to Bentley complete
and accurate copies of (i) financial statements of the Company for the fiscal
years ended December 31, 1998, 1999 and 2000, all of which have been reviewed by
Mariano Rodriguez, independent accountant for the Company (the "REVIEWED
STATEMENTS"), and (ii) unaudited financial statements for the 6-month period
ended June 30, 2001 (the "INTERIM STATEMENTS" and together with the Reviewed
Statements, the "FINANCIAL STATEMENTS"), copies of which are attached as
Schedule 4.9. The Financial Statements have been prepared in accordance with
GAAP, applied on a consistent basis during the respective periods. The Financial
Statements are true, correct and complete and present fairly the Assets,
Liabilities, retained earnings, profit and loss and the financial position of
the Company as of such dates and the results of its operations for such

                                     - 14 -

periods. The Company does not have any material Liability, individually or in
the aggregate, of the nature required to be disclosed on a balance sheet
prepared in accordance with GAAP that is not disclosed by the Financial
Statements referred to above. Except as disclosed in Schedule 4.9, since the
date of the most recent Reviewed Statements delivered to Bentley pursuant to
this Section 4.9 there has not been, occurred or arisen any material adverse
change in, or any event, condition or state of facts which could have a Material
Adverse Effect.

      4.10 Compliance with Laws, Licenses, Registrations, etc. The Company and
its Assets are in compliance with all Legal Requirements, including, without
limitation, all Environmental Laws, except for such noncompliance as could not
reasonably be expected to have a Material Adverse Effect, and no Governmental
Authority, including, without limitation, any Governmental Authority enforcing
or adjudicating Environmental Laws, has taken any action, or threatened to take
any action by written notice to the Company to revoke or suspend any approval
necessary for the conduct of such business as now conducted and as proposed to
be conducted.

      4.11 Title to Properties; Leases; Assets Owned by BHA.

                  (a) The Company is the sole owner of, and has good,
indefeasible and marketable title to all Assets reflected as being owned by it
on the Financial Statements, as well as to all Assets acquired since the date of
the Reviewed Statements (except Assets disposed of since such dates in the
ordinary course of business consistent with past practice consistent with past
practice), including without limitation all GEOPAK Products (as such term is
defined in the Stockholders' Agreement). Except as set forth on Schedule
4.11(a), there are no Encumbrances on any of such Assets. The Company has the
right to, and does, enjoy peaceful and undisturbed possession under all leases
and licenses under which it is leasing or licensing property or other Assets.
All such leases and licenses are valid, subsisting and in full force and effect,
and none of such leases or licenses is in default on the part of the Company
nor, to the knowledge of the Company or the Stockholders, on the part of any
other Person.

                  (b) Except as set forth on Schedule 4.11(b), there are no
assets owned or leased by Beiswenger, Hoch and Associates, Inc. that are used or
useable by or in the possession of the Company.

      4.12 Intellectual Property.

                  (a) Schedule 4.12(a) sets forth a true and complete list of
all Intellectual Property.

                  (b) Except as otherwise described in Schedule 4.12(b): (i)
Company owns or has the exclusive perpetual right to use, without payment to any
other party, all Intellectual Property; (ii) no other person has any rights in
or to any of the Intellectual Property (including, without limitation, any
rights to royalties or other payments with respect to, or rights to market or
distribute any of, the Intellectual Property); (iii) the rights of Company in
and to any of the Intellectual Property will not be limited or otherwise
affected by reason of any of the transactions contemplated hereby; (iv) the
Intellectual Property is sufficient for the conduct of

                                     - 15 -

the Company's business as such is presently conducted; and (v) none of the
Intellectual Property infringes or is alleged to infringe any trademark,
copyright, patent or other proprietary right of any person.

                  (c) All employees of Company or other Persons involved with
the development, implementation, use or marketing of any Intellectual Property
have entered into written agreements assigning to Company all rights to any
Intellectual Property related to Company's business.

      4.13 Compliance with Other Instruments. The Company is not in default in
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in, and is not otherwise in default under, (a) any
evidence of indebtedness or any instrument or agreement under or pursuant to
which any evidence of indebtedness has been issued; or (b) any other material
instrument or agreement to which it is a party or by which it is bound or any of
its properties is affected.

      4.14 Contracts and Binding Commitments.

                  (a) Schedule 4.14 lists all of the material contracts,
agreements or arrangements (in each case, whether written or oral) (the
"CONTRACTS") to which the Company is a party or by which any of its Assets are
or may be bound including, without limitation employment agreements, software
license and lease agreements and agreements relating to borrowed money. The
Company has provided correct and complete copies of, or if none exist, written
descriptions of all of the Contracts to Bentley.

                  (b) All of the Contracts are valid and binding in all respects
and enforceable in accordance with their terms and are in full force and effect.
None of the Contracts contain terms which in the ordinary course of business
consistent with past practice could reasonably be expected to have a Material
Adverse Effect. The Company and, to the best knowledge of the Stockholders, each
other party to the Contracts, has performed in all material respects all
obligations required to be performed by them to date under the Contracts.
Neither the Company nor, to the best knowledge of the Stockholders, any other
party to any of the Contracts, is in or claimed to be in material breach or
default in any respect under any term or provision of any of the Contracts. The
Closing of the transactions contemplated by this Agreement will not result in
the termination of any of the Contracts under the express terms thereof, will
not require the consent of any party thereto and will not bring into operation
any other provision thereof nor result in a breach or default thereunder. There
exists no condition or event which, after notice or lapse of time or both, would
constitute a default by the Company of any of the Contracts. To the best
knowledge of the Stockholders, there exists no condition or event which, after
notice or lapse of time or both, would constitute a default by any other party
of any of the Contracts.

                  (c) Without limiting the representations set forth in Sections
4.12(a) and (b): (i) the Company and the Stockholders have performed all
obligations and taken all actions required to be performed or taken by them to
date under Article IV (Corporate Governance) of the Stockholders' Agreement (the
"CORPORATE GOVERNANCE OBLIGATIONS") and

                                     - 16 -

all other material obligations and actions required to be performed or taken by
them under the Stockholders' Agreement; and (ii) there exists no condition or
event which, after notice or lapse of time or both, would constitute a default
by the Company or the Stockholders of any of the Corporate Governance
Obligations or any other material term or provision of the Stockholders'
Agreement.

                  (d) The Company is not a party to or bound by (nor is any of
its Assets affected by) any Contract, or subject to any Legal Requirement or any
charter or other corporate or contractual restriction, which could reasonably be
expected to have a Material Adverse Effect.

      4.15 Pending Litigation, etc. There is no claim, action at law, suit in
equity or other proceeding or investigation in, by or before any Governmental
Authority pending or, to the knowledge of the Stockholders, threatened against
or affecting the Company or any of its Assets that, either individually or in
the aggregate, (a) could reasonably be expected to have a Material Adverse
Effect or (b) could question the validity or enforceability of the transactions
contemplated by this Agreement.

      4.16 Taxes.

                  (a) Definition. For purpose of this Agreement, the term
"TAXES" means all taxes, fees, levies, customs, duties, charges or other
assessments, including, without limitation, all Federal, state, local, foreign
and other income, franchise, profits, gross receipts, capital gains, capital
stock, transfer, sales, use, occupation, property, excise, severance, windfall
profits, stamp, license, payroll, withholding and other taxes, assessments, or
duties of any kind whatsoever (whether payable directly or by withholding and
whether or not requiring the filing of a Return), and all estimated taxes,
deficiency assessments, additions to tax, penalties, fines and interest.

                  (b) Tax Returns. The Company has timely filed or caused to be
timely filed or will timely file or cause to be timely filed with the
appropriate taxing authorities all returns, statements, forms and reports for
Taxes (the "RETURNS") that are required to be filed by the Company on or prior
to the Closing. The Returns accurately reflect all liability for Taxes of the
Company for the periods covered thereby.

                  (c) Payment of Taxes. All Taxes and Tax liabilities of the
Company due on or prior to the Closing have been timely paid or will be timely
paid in full on or prior to the Closing. As of the Closing, the aggregate amount
of all Taxes with respect to the income, property or operations of the Company
that relate to a tax period beginning before and ending after the Closing does
not and will not exceed $25,000.

                  (d) Other Tax Matters.

                        (i) Except for an audit by the Florida Department of
Revenue with respect to sales tax and intangibles tax, there are no audits,
suits, investigations or inquiries (threatened or pending) or other examination
of Taxes by the appropriate tax authorities of any nation, state or locality
currently in progress with respect to the Company.

                                     - 17 -

                        (ii) Neither the Stockholders nor the Company have, as
of the date hereof, (A) entered into an agreement or waiver or been requested to
enter into an agreement or waiver extending any statute of limitations relating
to the filing of any Return or the payment or collection of Taxes of the
Company, (B) applied for and not yet received a ruling or determination from a
taxing authority regarding a past or prospective transaction of the Company, or
(C) is presently contesting the Tax liability of the Company before any court,
tribunal or agency.

                        (iii) The Company has not been included in or joined in
the filing of any "consolidated" or "combined" Return provided for under the law
of the United States, any state or locality with respect to Taxes for any
taxable period.

                        (iv) Since the last filing date of each applicable
Return, there has not been any change in any method of reporting income or
expenses for federal, state or local Tax purposes followed by the Company.

                        (v) The Company has not filed a consent with the
Internal Revenue Service pursuant to Section 341(f) of the Code and has not
agreed to have Section 341(f)(2) of the Code apply to any disposition of a
subsection (f) asset (as defined in Section 341 (f) of the Code) owned by the
Company.

                        (vi) All Taxes relating to the income, properties or
operations of the Company which the Company is required by law to withhold or
collect have been duly withheld or collected, and have been timely paid over to
the proper authorities to the extent due and payable.

                        (vii) There are no tax sharing or allocation agreements
in effect on the Closing Date as between the Stockholders or the Company with
respect to Taxes.

                        (viii) No property shown as an Asset on the Books and
Records is "tax-exempt use property" within the meaning of Section 168(h) of the
Code nor property that Bentley will be required to treat as being owned by
another person pursuant to Section 168 of the Code (or any corresponding
provision of prior law).

                        (ix) No Stockholder is a "foreign person" within the
meaning of Section 1445 of the Code.

                        (x) The Company is not a party to any agreement that
would require the Company to make any payment that would constitute an "excess
parachute payment" for purposes of Sections 280G and 4999 of the Code.

                        (xi) The Company is not now and has never been a partner
in any partnership and has not participated in any joint venture.

      4.17 Events Since Reviewed Statements. Since December 31, 2000 there has
not been any material change in the operations, condition (financial or
otherwise), business policies or practices of the Company.

                                     - 18 -

      4.18 Employee Benefit Plans; Employment Matters.

                  (a) Schedule 4.18(a) hereto lists each "employee pension
benefit plan", as such term is defined in Section 3(2) of ERISA (each, a
"PENSION PLAN"), and each "employee welfare benefit plan", as such term is
defined in Section 3(1) of ERISA (together with the Pension Plans, the "PLANS")
which is maintained by the Company or to which the Company contributes and which
is subject to ERISA, excluding any Plan which is a multi-employer plan as such
term is defined in Section 3(37) of ERISA. Each Pension Plan that is intended to
be qualified under Section 401(a) of the Code (i) has received a favorable
determination letter from the Internal Revenue Service and the Company is not
aware of any circumstances likely to result in revocation of any such favorable
determination letter and (ii) has been amended to comply with the Tax Reform Act
of 1986 and subsequent laws. Each Plan has complied in all material respects
with the applicable provisions of ERISA and the Code. The Company has not
engaged in any transaction with respect to any Plan which, assuming the taxable
period of such transaction expired as of the date of this Agreement, could
result in any taxes or penalties on prohibited transactions under Section 4975
of the Code or under Section 502(i) of ERISA, in an amount that would reasonably
be expected to have a Material Adverse Effect.

                  (b) No Pension Plan has an "accumulated funding deficiency",
as such term is defined in Section 302 of ERISA and Section 412 of the Code
(whether or not waived). The Company had not incurred any liability to the
Pension Benefit Guaranty Corporation under Title IV of ERISA, other than for the
payment of premiums, all of which have been paid when due. No notice of a
"reportable event," within the meaning of Section 4043 of ERISA for which the
30-day reporting requirement has not been waived, has been required to be filed
for any Pension Plan within the 12-month period ending on the date hereof. The
Company has not incurred a partial or complete withdrawal from any Plan that is
a multi-employer plan, other than a withdrawal that would result in de minimis
liability not in excess of the maximum amount subject to reduction under Section
4209 of ERISA.

                  (c) Except as set forth on Schedule 4.18(c), under each
Pension Plan that is a "single employer plan," within the meaning of Section
4001(a)(15) of ERISA, as of the last day of the most recent plan year ended
prior to the date hereof, the actuarially determined present value of "benefit
liabilities," within the meaning of Section 4001(a)(16) of ERISA (as determined
on the basis of actuarial assumptions contained in the Plan's most recent
actuarial valuation), did not exceed the then current value of the assets of
such Plan. There has been no material change in the financial condition of such
Plan since the last day of the most recent plan year.

                  (d) The Company has no obligations for retiree health and life
benefits under any Plan, except as set forth on Schedule 4.18(d). Subject to the
provisions of the Stockholders' Agreement, the Company may amend or terminate
any such Plan, under the terms of such Plan, without incurring any material
liability thereunder.

                  (e) None of the Plans provides for the payment of separation,
severance, termination or similar-type benefits to any person or obligates the
Company to pay separation, severance, termination or similar-type benefits
solely or partially as a result of any

                                     - 19 -

transaction contemplated by this Agreement or as a result of a "change in
control", within the meaning of such term under Section 280G of the Code.
Neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby, either alone or together with another event,
will (i) result in any payment (including, without limitation, severance,
unemployment compensation, golden parachute, forgiveness of indebtedness or
otherwise) becoming due under any Plan, (ii) increase any benefits otherwise
payable under any Plan or other arrangement, (iii) result in the acceleration of
the time of payment, vesting or funding of any benefits, or (iv) affect in any
respects any Plan's current treatment under any Legal Requirements including any
tax or social contribution law.

                  (f) There are no collective bargaining agreements applicable
to any Persons employed by the Company, and the Company has no duty to bargain
with any labor organization with respect to any such Person. There are not
pending any unfair labor practice charges against the Company, nor is there any
demand for recognition, or any other request or demand from a labor organization
for representative status with respect to any person employed by the Company.

                  (g) The Company is in substantial compliance with all
applicable Legal Requirements respecting employment conditions and practices,
has withheld all amounts required by any applicable Legal Requirements or
Contracts to be withheld from the wages or salaries of its employees, and is not
liable for any arrears of wages or any Taxes or penalties for failure to comply
with any of the foregoing.

                  (h) The Company has not engaged in any unfair labor practice
within the meaning of the National Labor Relations Act and has not violated any
Legal Requirement prohibiting discrimination on the basis of race, color,
national origin, sex, religion, age, marital status, or handicap in its
employment conditions or practices. There are not pending or, to any
Stockholder's knowledge, threatened unfair labor practice charges or
discrimination complaints relating to race, color, national origin, sex,
religion, age, marital status, or handicap against the Company in, by or before
any Governmental Authority.

                  (i) There are no existing or, to any Stockholder's knowledge,
threatened, labor strikes, disputes, grievances or other labor controversies
affecting the Company. There are no pending or, to any Stockholder's knowledge,
threatened arbitration proceedings under any Contract.

                  (j) The Company is not a party to any employment agreement or
arrangement, written or oral, relating to its employees which cannot be
terminated at will by the Company.

                  (k) Schedule 4.18(k) sets forth a true and complete list of
the names, titles and rates of compensation of the eighteen most highly
compensated employees of the Company.

      4.19 Customers. As of the date hereof, none of the twenty (20) customers
to whom the Company made the most sales (measured by gross revenues) during the
fiscal year ended

                                     - 20 -

December 31, 2000 and/or during 2001 fiscal year-to-date has cancelled or
otherwise terminated prior to the expiration of the contract term, or, to the
Stockholders' knowledge, made any written threat to the Company to cancel or
otherwise terminate its relationship with the Company.

      4.20 Brokers or Finders. No broker or finder has acted directly or
indirectly for the Stockholders or any of their Affiliates in connection with
the transactions contemplated by this Agreement. Neither the Stockholders nor
any of their Affiliates has incurred any obligation to pay any brokerage or
finder's fee or other commission in connection with the transactions
contemplated by this Agreement.

      4.21 Full Disclosure. Neither this Agreement (including all Exhibits and
Schedules hereto and any other agreements or documents delivered on the Closing
Date), nor any written report or Financial Statement delivered or furnished to
Bentley by or on behalf of the Stockholders pursuant to or in connection with
this Agreement, or the transactions contemplated hereby, contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements contained herein or therein not misleading in light of the
circumstances under which they were made. There is no fact known to the
Stockholders that has not been disclosed to Bentley in writing that has or could
reasonably be expected to have a Material Adverse Effect.

                                    ARTICLE 5

            REPRESENTATIONS AND WARRANTIES OF BENTLEY AND MERGER SUB

      Bentley and Merger Sub jointly and severally represent and warrant to the
Company and the Stockholders as follows:

      5.1 Organization and Authority.

                  (a) Each of Bentley and Merger Sub is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all requisite power and authority
(corporate and other) to own, lease, operate or otherwise hold its properties,
to conduct its business as currently conducted and as currently proposed to be
conducted.

                  (b) Each of Bentley and Merger Sub is duly licensed or
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction in which the failure to so qualify could have a material
adverse effect on its business, assets or operations.

      5.2 Contravention; Validity.

                  (a) The execution, delivery and performance by Bentley and
Merger Sub of this Agreement and each of the other documents and agreements
related to any of the foregoing, the consummation by Bentley and Merger Sub of
the transactions contemplated hereby and thereby, and compliance by Bentley and
Merger Sub with all of the provisions of this Agreement, will not (i) result in
any breach or violation of, or conflict with, any Legal

                                     - 21 -

Requirement; (ii) violate or result in any breach of any of the provisions of,
or constitute a default under, give rise to a right of termination or
cancellation of, or accelerate the performance required by any terms of, as the
case may be, any indenture, mortgage, agreement, lease, license, note, permit,
franchise, contract, deed of trust or other instrument to which Bentley or
Merger Sub or by which they or any of their properties may be bound; or (iii)
violate or conflict with any provision of the Certificate of Incorporation, the
By-laws or other governing agreement or instrument of Bentley or Merger Sub.

                  (b) This Agreement has been duly and validly executed and
delivered by each of Bentley and Merger Sub and constitutes the valid and
binding obligation of each of Bentley and Merger Sub, enforceable against each
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

      5.3 Consents. The execution, delivery and performance by each of Bentley
and Merger Sub of its obligations under this Agreement, and all other documents
and agreements related hereto are within the corporate powers of each of Bentley
and Merger Sub, respectively, have been duly authorized by all necessary
corporate action on the part of Bentley and Merger Sub, respectively, and do not
and will not require any consent or approval of any Person (other than consents
or approvals which have been obtained) or any authorization, consent or approval
by, or registration, qualification, declaration or filing with, or notice to any
Governmental Authority (other than actions and filings that have been taken or
made and the filings contemplated by Section 2.5 hereof).

      5.4 Representations and Warranties Concerning Class C and Class D Shares.
The representations of Bentley set forth in Section 2 of the Securities Purchase
Agreement are incorporated herein by reference and restated as though originally
made in this Agreement on the date hereof with respect to the sale and issuance
by Bentley of the shares of its Class C Senior Common Stock, Class D Non-Voting
Common Stock and Warrants to purchase its Class B Non-Voting Common Stock
pursuant to Section 2.6 hereof; provided, however, that Schedule 5.4 attached to
this Merger Agreement updates Section 2.3(a) of the Securities Purchase
Agreement.

                                    ARTICLE 6

                 CLOSING DELIVERIES OF COMPANY AND STOCKHOLDERS

      6.1 The Company and the Stockholders shall have executed and delivered, or
caused to be executed and delivered by the appropriate Persons, to Bentley and
Merger Sub the following documents at the Closing:

                  (a) Employment Agreements with respect to those Stockholders
that currently have employment contracts with the Company (the "EMPLOYMENT
AGREEMENTS");

                                     - 22 -

                  (b) Joinder to the Securities Purchase Agreement among Bentley
and the purchasers identified therein, dated as of September 18, 2001 (the
"JOINDER TO THE SECURITIES PURCHASE AGREEMENT");

                  (c) Joinder to the Amended and Restated Information and
Registration Rights Agreement among Bentley and the Stockholders, dated as of
September 18, 2001 (the "JOINDER TO THE REGISTRATION RIGHTS AGREEMENT");

                  (d) The Common Stock Purchase Warrants issued by Bentley to
the Stockholders, each dated September 18, 2001 (the "WARRANTS");

                  (e) Evidence reasonably satisfactory to Bentley (i) that the
Company and the Stockholders have taken all action necessary to authorize the
execution of this Agreement and the Collateral Documents to which he, she or it
is a party and the consummation of the transactions contemplated hereby and
thereby, including, without limitation, the approval of the Company's Board of
Directors of the Merger and the other transactions contemplated by this
Agreement and the Collateral Documents (the "COMPANY BOARD APPROVAL") and any
actions required to be taken by the Company and/or the Stockholders pursuant to
the laws of the State of Florida and (ii) all consents, approvals,
authorizations and orders required to be obtained by the Company and/or the
Stockholders from, and all registrations, filings and notices required to be
made by the Company and/or the Stockholders with or given to, any Governmental
Authority or Person, have been duly obtained, made or given, as the case may be,
and are in full force and effect, unless the failure to obtain, make or give any
such consent, approval, authorization, order, registration, filing or notice,
would not have a Material Adverse Effect or impair the ability of the Company
and/or the Stockholders to consummate the transactions contemplated by this
Agreement and the Collateral Documents;

                  (f) Opinion of Norman Malinski, P.A., counsel to the Company,
dated the Closing Date, in the form attached hereto as Exhibit 3;

                  (g) A certificate of the Secretary of the Company certifying,
among other things, the resolutions or written consent evidencing the Company
Board Approval and the Articles of Incorporation and By-laws of the Company;

                  (h) A certificate of an officer of the Company and the
Stockholders certfiying that (i) there has been no event, occurrence or
circumstance constituting a Material Adverse Effect since December 31, 2000,
(ii) there is no action, suit or proceeding pending or, to their knowledge,
threatened by or on behalf of any Person, and no Legal Requirement or policy of
any applicable Governmental Authority has been enacted, promulgated or issued
that would: (A) prohibit or materially adversely affect Bentley's or the
Surviving Corporation's ownership or operation of all or a material portion of
the Company's business or the Assets or otherwise materially impair the ability
of Bentley or the Surviving Corporation to realize the benefits of the
transactions contemplated by this Agreement and the Collateral Documents or
materially adversely affect the value of the Assets; (B) materially restrict or
limit or otherwise condition Bentley's or the Surviving Corporation's right to
transfer and/or assign the Company's business or the Assets in the future; (C)
compel Bentley or the Surviving Corporation to dispose of or

                                     - 23 -

hold separate all or a material portion of the Assets as a result of any of the
transactions contemplated by this Agreement and the Collateral Documents; (D)
prevent or make illegal the consummation of any transactions contemplated by
this Agreement and the Collateral Documents; or (E) cause any of the
transactions contemplated by this Agreement and the Collateral Documents to be
rescinded following the Closing; and (iii) no Stockholder has exercised or is
entitled to exercise dissenters' rights under the FBCA or any other applicable
law in connection with the Merger;

                  (i) The Books and Records; and

                  (j) Such other documents and instruments as Bentley may
reasonably request: (i) to evidence the performance by the Company and the
Stockholders of, or the compliance by the Company and the Stockholders with, any
covenant, obligation, condition and agreement to be performed or complied with
by the Company and/or the Stockholders under this Agreement and the Collateral
Documents; or (ii) to otherwise facilitate the consummation or performance of
any of the transactions contemplated by this Agreement and the Collateral
Documents.

                                   ARTICLE 7

                  CLOSING DELIVERIES OF BENTLEY AND MERGER SUB

      7.1 Bentley and Merger Sub, as applicable, shall have executed and
delivered, or caused to be executed and delivered, to the Company and the
Stockholders the following documents at the Closing:

                  (a) The Employment Agreements;

                  (b) The Joinder to the Securities Purchase Agreement, the
Joinder to the Registration Rights Agreement and the Warrants;

                  (c) Evidence reasonably satisfactory to the Company and the
Majority Stockholders that (i) Bentley and Merger Sub have each taken all action
necessary to authorize the execution of this Agreement and the Collateral
Documents and the consummation of the transactions contemplated hereby
including, without limitation, the approval of Bentley's and Merger Sub's Board
of Directors of the Merger and the other transactions contemplated by this
Agreement and the Collateral Documents (the "BENTLEY BOARD APPROVALS") and (ii)
all consents, approvals, authorizations and orders required to be obtained by
Bentley and/or Merger Sub from, and all registrations, filings and notices
required to be made by Bentley and/or Merger Sub with or given to, any
Governmental Authority or Person, have been duly obtained, made or given, as the
case may be, and are in full force and effect, unless the failure to obtain,
make or give any such consent, approval, authorization, order, registration,
filing or notice, would not have a material adverse effect on Bentley or Merger
Sub, their assets or businesses or impair the ability of Bentley and/or Merger
Sub to consummate the transactions contemplated by this Agreement and the
Collateral Documents;

                                     - 24 -

                  (d) Opinion of Drinker Biddle & Reath LLP, counsel to Bentley
and Merger Sub, dated the Closing Date, in the form attached hereto as Exhibit
4;

                  (e) A certificate of the Secretary of each of Bentley and
Merger Sub certifying, among other things, the resolutions or written consent
evidencing the Bentley Board Approvals and the Certificate of Incorporation and
By-laws of each of Bentley and Merger Sub;

                  (f) A certificate of an officer of each of Bentley and Merger
Sub certifying that there is no action, suit or proceeding pending or, to its
knowledge, threatened by or on behalf of any Person, and no Legal Requirement or
policy of any applicable Governmental Authority has been enacted, promulgated or
issued that would: (i) prevent or make illegal the consummation of any of the
transactions contemplated by this Agreement and the Collateral Documents; or
(ii) cause any of the transactions contemplated by this Agreement and the
Collateral Documents to be rescinded following the Closing; and

                  (g) Such other documents and instruments as the Company and
the Stockholders may reasonably request: (i) to evidence the performance by
Bentley and Merger Sub of, or the compliance by Bentley or Merger Sub with, any
covenant, obligation, condition and agreement to be performed or complied with
by Bentley or Merger Sub under this Agreement and the Collateral Documents; or
(ii) to otherwise facilitate the consummation or performance of any of the
transactions contemplated by this Agreement and the Collateral Documents.

                                   ARTICLE 8

                             POST-CLOSING COVENANTS

      The Parties agree as follows with respect to the period following Closing:

      8.1 Employment Matters. From and after the Effective Time, (i) all
continuing employees of the Surviving Corporation and all employees of the
Company engaged directly by Bentley shall be eligible for employee benefits
generally available to employees of Bentley to the same extent as all other
employees of Bentley, and such benefits shall be in lieu of any and all employee
benefits that the Company had been providing to such continuing employees
immediately prior to the Effective Time, and (ii) Bentley shall grant all
continuing employees of the Surviving Corporation credit for service (to the
same extent as service with Bentley or any subsidiary of Bentley is taken into
account with respect to similarly situated employees of Bentley and its
subsidiaries) with the Company for determining benefit levels under such
employee benefits. Nothing contained in this Agreement shall create or imply any
obligation on the part of Bentley, Merger Sub, the Company or the Surviving
Corporation to provide any continuing employment right to any individual.

                                     - 25 -

      8.2 Tax Matters.

                  (a) Bentley shall cause the Company to prepare and file all
Returns required by law of the Company for all taxable periods ending on or
before the Closing Date (the "PRE-CLOSING PERIODS") and the Stockholders shall
be responsible for, and indemnify Bentley against, the payment of all income,
franchise or similar Taxes of the Company attributable to such periods, whenever
incurred or assessed, in excess of the amounts reflected for Tax liabilities in
the Financial Statements or, in the case of Taxes accruing after the periods
covered by the Financial Statements, to the extent such Taxes were not incurred
in the ordinary course of business.

                  (b) The Returns for the Pre-Closing Periods shall be made
available to the Stockholders no less than 21 calendar days prior to the filing
thereof with the appropriate Governmental Authority for review by the
Stockholders. From and after the Closing Date, Bentley and the Company, on the
one hand, and the Stockholders, on the other hand, shall make available to the
other, as reasonably requested, all information, records or documents relating
to the Tax liabilities of the Company for all periods ending on or prior to the
Closing Date, and will preserve such information, records or documents until the
expiration of any applicable statute of limitations or extensions thereof.

                  (c) Bentley shall notify the Stockholders of any pending or
threatened federal, state, local or foreign tax audit, examinations or
assessments which may affect any tax liability for which the Stockholders are
liable. The Stockholders shall have the sole right to conduct any tax audit or
administrative or court proceeding relating to a potential liability for such
taxes and shall bear all costs and expenses of such audit or examination.
Bentley shall not settle any tax claim for which the Stockholders may be liable
without prior written consent of Stockholders which consent shall not be
unreasonably withheld.

                  (d) Neither Bentley nor the Stockholders shall take any
action, and Bentley shall cause the Company to refrain from taking any action,
that would adversely affect the treatment of the Merger as a reorganization
within the meaning of Section 368(a)(2)(D) of the Code.

      8.3 Non-Competition.

                  (a) As an inducement to Bentley, and recognizing that Bentley
would not have entered into this Agreement and the Collateral Documents without
the Non-Competition Covenants, no Stockholder nor any Affiliate thereof shall,
directly or indirectly, until two (2) years from the Closing Date:

                        (i) engage, anywhere in the Territory, in developing,
publishing, marketing, selling or supporting software useful in any civil
engineering market (including, without limitation, the transportation, road,
bridge, site and subdivision development, and survey and structures markets)
that is substantially similar to or in competition with any software product
offered by Bentley, the Company, the Surviving Corporation or their Affiliates
(collectively, the "Bentley Entities") or planned to be offered by any Bentley
Entity, or to

                                     - 26 -

provide anywhere in the Territory any service substantially similar to or in
competition with any service offered by any Bentley Entity;

                        (ii) be or become a shareholder, director, partner,
owner, officer, employee or agent of, or consultant to, or give financial or
other assistance to, Autodesk, Inc. or Intergraph Corporation or any other
Person engaged in, or considering in engaging in, any such activities other than
the Bentley Entities following the Effective Time; provided, however, that
nothing herein shall prohibit such Stockholder from owning, as a passive
investor, up to one percent (1%) of the outstanding publicly traded stock of any
corporation so engaged;

                        (iii) seek, in competition with the Bentley Entities, to
procure orders from, purchase any product from or do business with, any customer
or supplier thereof;

                        (iv) solicit, or contact with a view to the engagement
or employment of, an employee of the Bentley Entities;

                        (v) seek to contract with or engage (in such a way as to
adversely affect or interfere with the Bentley Entities) any Person who has been
contracted with or engaged to manufacture, assemble, supply or deliver products,
goods, materials or services to the Bentley Entities; or

                        (vi) engage in or participate in any effort or act to
induce any of the customers, associates, consultants, partners, or employees of
the Bentley Entities to take any action which might be disadvantageous to the
Bentley Entities.

The foregoing covenants are collectively referred to herein as the
"NON-COMPETITION COVENANTS."

                  (b) Each of the Stockholders agrees that a violation of any of
the Non-Competition Covenants will cause irreparable damage to the Bentley
Entities and that it is and will be impossible to estimate or determine the
damage that will be suffered by the Bentley Entities in the event of a breach by
a Stockholder of any such covenant. Therefore, each Stockholder further agrees
that the Bentley Entities and/or any non-violating Stockholder shall be entitled
to an injunction out of any court of competent jurisdiction, restraining any
further violation of such covenant or covenants by such Stockholder, his or her
employer, employees, partners, agents or other associates, or any of them, such
right to an injunction to be cumulative and in addition to whatever other
remedies the Bentley Entities may have.

                  (c) The invalidity of any one or more of the provisions
contained in this Section 8.3 shall not affect the enforceability of the
remaining portions of this Section. If one or more of the provisions contained
in this Section shall be invalid, this Section shall be construed as if such
provision had not been inserted, and if such invalidity should be caused by the
length of any period of time or the size of any area set forth in this Section,
such period of time or such area, or both, shall, without need of further action
by any party hereto, be deemed to be reduced to a period or area that will cure
such invalidity.

                                     - 27 -

                  (d) The period set forth in Section 8.3(a) shall be extended
by the duration of any violation of such provision by a Stockholder with respect
to such violating Stockholder.

                                   ARTICLE 9

                                 INDEMNIFICATION

      9.1 Survival of Representations and Warranties. The representations and
warranties contained in this Agreement shall survive the Effective Time. Neither
the period of survival nor the liability of a Party with respect to such Party's
representations and warranties shall be reduced by any investigation made at any
time by or on behalf of another Party. The covenants and agreements contained in
this Agreement or any certificate or other writing required to be delivered
pursuant hereto shall survive the Effective Time to the extent specifically
contemplated by the terms thereof.

      9.2 Indemnification by Stockholders and Company. Bentley and its
Affiliates (including, after the Effective Time, the Surviving Corporation),
officers, directors, stockholders, employees, agents, successors and assigns
(collectively, the "BENTLEY INDEMNIFIED PARTIES"), shall be indemnified and held
harmless by the Company and the Stockholders, jointly and severally, for any and
all liabilities, losses, damages, claims, costs and expenses, interest, awards,
judgments and penalties (including, without limitation, reasonable attorneys'
and consultants' fees and expenses and other costs of defending, investigating
or settling claims) actually suffered or incurred by them (including, without
limitation, in connection with any action brought or otherwise initiated by any
of them) (hereinafter, "DAMAGES"), arising out of or resulting from:

                  (a) any inaccuracy in or the breach of any representation or
warranty made by the Company or the Stockholders in this Agreement;

                  (b) the breach or non-fulfillment of any covenant or agreement
made by the Company or the Stockholders in this Agreement;

                  (c) any liability or other obligation of the Company existing
on the Closing Date and not disclosed in the Financial Statements, other than
current liabilities incurred in the ordinary course of business consistent with
past practice;

                  (d) any infringement of any trademark, copyright, patent or
other proprietary or intellectual property right of any Person; and

                  (e) all liability of the Company or the Stockholders for Taxes
that are due or accrue before the Closing Date.

      9.3 Indemnification by Bentley. The Stockholders and their respective
Affiliates (collectively, the "STOCKHOLDER INDEMNIFIED PARTIES"), shall be
indemnified and held harmless by Bentley for any and all Damages, arising out of
or resulting from:

                                     - 28 -

                  (a) any inaccuracy in or breach of any representation or
warranty made by Bentley or Merger Sub in this Agreement or in the Securities
Purchase Agreement with respect to the sale and issuance of the Bentley
Securities; or

                  (b) the breach or non-fulfillment of any covenant or agreement
made by Bentley or Merger Sub in this Agreement.

      9.4 Stockholders' Representative. The Stockholders hereby appoint Gabriel
Norona (such person and any successor or successors being the "STOCKHOLDERS'
REPRESENTATIVE"), and Gabriel Norona shall act as, the representative of the
Stockholders, with full authority to act on behalf of the Stockholders and to
take any and all actions required or permitted to be taken by the Stockholders'
Representative under this Agreement, with respect to any claims (including the
settlement thereof) made by Bentley or the Stockholders for indemnification
pursuant to this Article 9. The Stockholders shall be bound by all actions taken
by the Stockholders' Representative in his capacity thereof. The Stockholders'
Representative shall promptly, and in any event within five Business Days,
provide written notice to the Stockholders of any action taken on their behalf
by the Stockholders' Representative pursuant to the authority delegated to the
Stockholders' Representative under this Section 9.4. The Stockholders'
Representative shall at all times act in his capacity as Stockholders'
Representative in a manner that the Stockholders' Representative believes to be
in the best interest of the Stockholders. The Stockholders' Representative shall
not be liable to any person for any error of judgment, or any action taken,
suffered or omitted to be taken, under this Agreement, except in the case of his
gross negligence, bad faith or willful misconduct. The Stockholders'
Representative may consult with legal counsel, independent public accountants
and other experts selected by him and shall not be liable for any action taken
or omitted to be taken in good faith by him in accordance with the advice of
such counsel, accountants or experts. The Stockholders' Representative shall not
have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of this Agreement. As to any matters
not expressly provided for in this Agreement, the Stockholders' Representative
shall not be required to exercise any discretion or take any action.
Notwithstanding anything to the contrary herein, (a) the Stockholders'
Representative is not authorized to, and shall not, accept on behalf of any
Stockholder any Merger Consideration to which such Stockholder is entitled under
this Agreement and (b) the Stockholders' Representative shall not, in any
manner, exercise, or seek to exercise, any voting power whatsoever with respect
to shares of capital stock of the Company or Bentley now or hereafter owned of
record or beneficially by any Stockholder unless the Stockholders'
Representative is expressly authorized to do so in a separate writing signed by
such Stockholder. In all matters relating to this Article 9, the Stockholders'
Representative shall be the only party entitled to assert the rights of the
Stockholders, and the Stockholders' Representative shall perform all of the
obligations of the Stockholders hereunder. Bentley shall be entitled to rely on
all statements, representations and decisions of the Stockholders'
Representative.

      9.5 Matters Involving Third Parties.

                  (a) If any third party shall notify either Bentley, the
Surviving Corporation or the Stockholders (the "INDEMNIFIED PARTY") with respect
to any matter (a "THIRD PARTY CLAIM") that may give rise to a claim for
indemnification against the other (the

                                     - 29 -

"INDEMNIFYING PARTY") under this Article, then the Indemnified Party shall
promptly notify the Indemnifying Party thereof in writing; provided, however,
that no delay on the part of the Indemnified Party in notifying any Indemnifying
Party shall relieve the Indemnifying Party from any obligation hereunder unless
(and then solely to the extent) the Indemnifying Party thereby is prejudiced.

                  (b) Any Indemnifying Party shall have the right to defend the
Indemnified Party against the Third Party Claim with counsel of the Indemnifying
Party's choice reasonably satisfactory to the Indemnified Party so long as: (i)
the Indemnifying Party notifies the Indemnified Party in writing (within 30 days
after the Indemnified Party has given notice of the Third Party Claim) that the
Indemnifying Party will indemnify the Indemnified Party from and against the
entirety of any adverse consequences the Indemnified Party may suffer resulting
from, arising out of, relating to, in the nature of or caused by the Third Party
Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence
acceptable to the Indemnified Party that the Indemnifying Party will have the
financial resources to defend against the Third Party Claim and fulfill its
indemnification obligations hereunder; (iii) settlement of, or an adverse
judgment with respect to, the Third Party Claim is not, in the good faith
judgment of the Indemnified Party, likely to establish a precedential custom or
practice adverse to the continuing business interests of the Indemnified Party;
and (iv) the Indemnifying Party conducts the defense of the Third Party Claim
actively and diligently.

                  (c) So long as the Indemnifying Party is conducting the
defense of the Third Party Claim in accordance with subsection (b) above: (i)
the Indemnified Party may retain separate co-counsel at its sole cost and
expense and participate in the defense of the Third Party Claim; (ii) the
Indemnified Party shall not consent to the entry of any judgment or enter into
any settlement with respect to the Third Party Claim without the prior written
consent of the Indemnifying Party; and (iii) the Indemnifying Party shall not
consent to the entry of any judgment or enter into any settlement with respect
to the Third Party Claim without the prior written consent of the Indemnified
Party.

                  (d) If any of the conditions in subsection (c) above is not or
no longer satisfied, however: (i) the Indemnified Party may defend against, and
consent to the entry of any judgment or enter into any settlement with respect
to, the Third Party Claim in any manner it reasonably may deem appropriate (and
the Indemnified Party need not consult with, or obtain any consent from, any
Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall
reimburse the Indemnified Party promptly and periodically for the costs of
defending against the Third Party Claim (including reasonable attorneys' fees
and expenses); and (iii) the Indemnifying Party shall remain responsible for any
adverse consequences the Indemnified Party may suffer resulting from, arising
out of, relating to, in the nature of or caused by the Third Party Claim to the
fullest extent provided in this Article 9.

      9.6 Release. If the Closing occurs, the Stockholders shall have no rights,
hereunder or otherwise, to indemnification or contribution from the Company with
respect to any matter based on events or circumstances occurring or arising
prior to the Closing, including, without limitation, any inaccuracy in or breach
of any representation or warranty of Company made in or pursuant to this
Agreement, or any breach or non-fulfillment of any covenant or obligation of

                                     - 30 -

Company contained in this Agreement. Each Stockholder, on behalf of himself or
herself and each of his or her heirs, successors and assigns (the "RELATED
PERSONS"), hereby unconditionally remises, releases and forever discharges
Company, the Surviving Corporation, Bentley and Merger Sub and each of their
respective individual, joint or mutual, past, present and future officers,
directors, employees, agents, Affiliates, stockholders, controlling persons,
parent corporations, subsidiaries, successors and assigns (individually, a
"Releasee" and collectively, "RELEASEES") from any and all manner of actions,
causes of action, suits, claims, counterclaims, demands. proceedings, orders,
obligations, contracts, agreements, promises, covenants, defenses, debts and
liabilities whatsoever, whether known or unknown, suspected or unsuspected, both
at law and in equity, which either such Stockholder or any of his or her
respective Related Persons now has, have ever had or may hereafter have against
the respective Releasees arising contemporaneously with or prior to the Closing
or on account of or arising out of any matter, cause or event occurring
contemporaneously with or prior to the Closing, including, but not limited to,
any rights under federal or state securities laws and any rights to
indemnification or reimbursement from Company, whether pursuant to its
organizational documents, contract or otherwise and whether or not relating to
claims pending on, or asserted after, the Closing Date; provided, however, that
nothing contained herein shall operate to release any obligations of the
Releasees specifically arising under this Agreement or any Collateral Documents.
Each Stockholder hereby irrevocably covenants to refrain from, directly or
indirectly, asserting any claim or demand, or commencing, instituting or causing
to be commenced, any proceeding of any kind against any Releasee, based upon any
matter purported to be released by this Section 9.6.

                                   ARTICLE 10

                                  MISCELLANEOUS

      10.1 Parties Obligated and Benefited. This Agreement shall be binding upon
the Parties and their respective assigns and successors in interest and shall
inure solely to the benefit of the Parties and their respective assigns and
successors in interest, and no other Person shall be entitled to any of the
benefits conferred by this Agreement. Without the prior written consent of the
other Party, no Party may assign this Agreement or the Collateral Documents or
any of its rights or interests or delegate any of its duties under this
Agreements or the Collateral Documents; provided, however, that Bentley may
assign this Agreement and the Collateral Documents or any of its rights or
interests or delegate any of its duties hereunder or thereunder to an Affiliate;
provided, however, that any such assignment or delegation shall not release
Bentley from any of its obligations hereunder or thereunder.

      10.2 Expenses. Bentley shall pay for all costs and expenses incurred by it
and Merger Sub in connection with this Agreement, the Merger and the other
transactions contemplated by this Agreement (including, without limitation, the
fees and expenses of financial advisors, accountants and legal counsel). The
Company shall pay (a) the reasonable fees and expenses of its financial
advisors, accountants and legal counsel (collectively, "PROFESSIONAL FEES"),
which legal counsel may also represent the Stockholders as a group, incurred by
the Company in connection with this Agreement, the Merger and the other
transactions contemplated by this

                                     - 31 -

Agreement (including, without limitation, the issuance of the Bentley
Securities), up to a maximum of $70,000, and (b) all costs and expenses other
than the Professional Fees incurred by it in connection with this Agreement, the
Merger and the other transactions contemplated by this Agreement. Any and all
Professional Fees incurred by the Company in excess of $70,000 shall be borne by
the Stockholders personally (and not by the Company). The limitations set forth
in this Section 10.2 shall supercede the provisions of Section 6.1 of the
Securities Purchase Agreement. Except as specifically noted in this Section
10.2, the Stockholders shall pay for all costs and expenses incurred by them in
connection with this Agreement, the Merger and the other transactions
contemplated by this Agreement (including, without limitation, the fees and
expenses of financial advisors, accountants and legal counsel).

      10.3 Notices. Any notices and other communications required or permitted
hereunder shall be in writing and shall be effective upon delivery by hand or
upon receipt if sent by certified or registered mail (postage prepaid and return
receipt requested) or by a nationally recognized overnight courier service
(appropriately marked for overnight delivery) or upon transmission if sent by
facsimile (with request for immediate confirmation of receipt in a manner
customary for communications of such respective type and with physical delivery
of the communication being made by one or the other means specified in this
Section as promptly as practicable thereafter). Notices shall be addressed as
follows:

                  (a)   If to Bentley, Merger Sub or the Surviving Corporation,
                        to:

                  Bentley Systems, Incorporated
                  685 Stockton Drive
                  Exton, PA 19341
                  Attn:    David G. Nation, Esquire,
                           Senior Vice President and General Counsel
                  Telecopier: 610-458-3181

                  (b)   If to the Company before the Closing Date, to:

                  Gabriel Norona
                  c/o Geopak Corporation
                  1190 N.E. 163rd Street
                  North Miami Beach, FL 33162
                  Attn: Francisco Norona, President
                  Telecopier: 305-948-6290

                                     - 32 -

                  with a copy to:

                  Norman Malinski, P.A.
                  20803 Biscayne Boulevard
                  Suite 200
                  Aventura, FL 33180
                  Attn: Norman Malinski, Esquire
                  Telecopier: (305) 937-4261

                  (c)   If to the Stockholders before or after the Closing Date,
                        to:

                  Gabriel Norona
                  c/o Geopak Corporation
                  1190 N.E. 163rd Street
                  North Miami Beach, FL 33162
                  Telecopier: 305-948-6290

                  With a copy to:

                  Norman Malinski, P.A.
                  20803 Biscayne Boulevard
                  Suite 200
                  Aventura, FL 33180
                  Attn: Norman Malinski, Esquire
                  Telecopier: (305) 937-4261

Any Party may change the address to which notices are required to be sent by
giving notice of such change in the manner provided in this Section.

      10.4 Headings. The Article and Section headings of this Agreement are for
convenience only and shall not constitute a part of this Agreement or in any way
affect the meaning or interpretation thereof.

      10.5 Choice of Law; Exclusive Jurisdiction.

                  (a) This Agreement and the rights of the Parties under it
shall be governed by and construed in all respects in accordance with the laws
of the State of Delaware, without giving effect to any choice of law provision
or rule (whether of the State of Delaware or any other jurisdiction that would
cause the application of the laws of any jurisdiction other than the State of
Delaware).

                  (b) Each party hereto irrevocably and unconditionally consents
and submits to the non-exclusive jurisdiction of the courts of the State of
Delaware and of the United States of America located in the State of Delaware
for any actions, suits or proceedings arising out of or relating to this
Agreement and the transactions contemplated hereby, and further agrees that
service of any process, summons, notice or document by U.S. registered or
certified mail to

                                     - 33 -

the Company or Bentley, as the case may be, at the addresses set forth in
Section 10.3 hereof, shall be effective service of process for any action, suit
or proceedings brought against such party in such court. Each party hereto
hereby irrevocably and unconditionally waives any objection to the laying of
venue of any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby, in the courts of the State of Delaware located
in Wilmington, Delaware or the United States of America located in Wilmington,
Delaware, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in any inconvenient forum.

      10.6 Rights Cumulative. All rights and remedies of each of the Parties
under this Agreement shall be cumulative, and the exercise of one or more rights
or remedies shall not preclude the exercise of any other right or remedy
available under this Agreement or applicable law.

      10.7 Further Actions. The Parties shall execute and deliver to each other,
from time to time at or after Closing, for no additional consideration and at no
additional cost to the requesting party, such further assignments, certificates,
instruments, records, or other documents, assurances or things as may be
reasonably necessary to give full effect to this Agreement and to allow each
party fully to enjoy and exercise the rights accorded and acquired by it under
this Agreement.

      10.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      10.9 Entire Agreement. This Agreement (including the Exhibits, Schedules
and any other documents, instruments and certificates referred to herein, which
are incorporated in and constitute a part of this Agreement) contains the entire
agreement of the Parties and supersedes all prior oral or written agreements,
understandings and representations to the extent that they relate in any way to
the subject matter hereof, including the Letter of Intent.

      10.10 Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by the
Parties. No waiver by any party of any default, misrepresentation or breach of
warranty or covenant hereunder shall be valid unless the same shall be in
writing and signed by the Person against whom its enforcement is sought, and no
such waiver whether intentional or not, shall be deemed to extend to any prior
or subsequent default, misrepresentation or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.

      10.11 Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires

                                     - 34 -

otherwise. The word "including" shall mean "including without limitation." The
Parties intend that each representation, warranty, covenant and condition
contained herein shall have independent significance. If any Party has breached
any representation, warranty or covenant contained herein in any respect, the
fact that there exists another representation, warranty or covenant relating to
the same subject matter (regardless of the relative levels of specificity) which
the Party has not breached shall not detract from or mitigate the fact that the
party is in breach of the first representation, warranty or covenant.

      10.12 Disclosure. The terms of this Agreement and the Collateral Documents
are confidential and no Party shall disclose to any Person such existence or
terms without the prior written consent of the other Parties, except that (i)
Bentley may make such disclosure without the consent of any other Party at any
time following the Closing, (ii) any Party may make such disclosure as is
required (in the opinion of its counsel) by applicable law, and (iii) any Party
may make such disclosure to its Representatives and lenders who agree to keep
the terms of this Agreement and the Collateral Documents strictly confidential.
Each of the Parties will be responsible for any damages resulting from the
unauthorized disclosure of the existence or terms of this Agreement or the
Collateral Documents by it or its respective Representatives.

                  [signature page follows]

                                     - 35 -

            IN WITNESS WHEREOF, the Parties hereto have duly executed this
Agreement as of the day and year first above written.

                                             BENTLEY SYSTEMS, INCORPORATED

                                             By: /s/ David G. Nation
                                                --------------------------------
                                                         David G. Nation,
                                                         Senior Vice President

                                             GP ACQUISITION SUB, INC.

                                             By: /s/ David G. Nation
                                                --------------------------------
                                                         David G. Nation,
                                                         Senior Vice President

                                             GEOPAK CORPORATION

                                             By: /s/ Francisco Norona
                                                --------------------------------
                                                         Francisco Norona,
                                                         President

                                             STOCKHOLDERS:

                                                 /s/ Gabriel Norona
                                             -----------------------------------
                                                         Gabriel Norona

                                                 /s/ Francisco Norona
                                             -----------------------------------
                                                         Francisco Norona

                                                 /s/ Richard D. Bowman
                                             -----------------------------------
                                                         Richard D. Bowman

                                                 /s/ Andrew Panayotoff
                                             -----------------------------------
                                                         Andrew Panayotoff

                                                 /s/ Orestes Norat
                                             -----------------------------------
                                                         Orestes Norat

                                                 /s/ Robert Cormack
                                             -----------------------------------
                                                         Robert Cormack

                   [Signature page 1 of 1 to Merger Agreement]

                                     - 36 -

Exhibit List

Exhibit 1: DGCL Certificate of Merger
Exhibit 2: FBCA Articles of Merger
Exhibit 3: Opinion of Company's Counsel
SCHEDULE A: Addressees
SCHEDULE B: Authorized Capital Stock of the Company
Exhibit A: Material Agreements

                                     - 37 -

                                                                     EXHIBIT 2.4

                            STOCK PURCHASE AGREEMENT

                                      AMONG

                         BENTLEY SYSTEMS, INCORPORATED,

                              9090-0952 QUEBEC INC.

                                  ("QUEBECCO"),

                              9090-0960 QUEBEC INC.

                                   ("NEWCO"),

                                    HMR INC.,

                                   INNOVATECH

                                       AND

                                THE STOCKHOLDERS

                                      DATED

                                 APRIL 26, 2000

                                TABLE OF CONTENTS

                                                                                                           PAGE
                                                                                                        
ARTICLE I         CERTAIN DEFINITIONS....................................................................     2

     Section 1.1        "Affiliate"......................................................................     1

     Section 1.2        "Agent"..........................................................................     2

     Section 1.3        "Business".......................................................................     2

     Section 1.4        "Capital Lease"..................................................................     2

     Section 1.5        "Capitalized Lease Obligations"..................................................     2

     Section 1.6        "Control"........................................................................     2

     Section 1.7        "Indebtedness"...................................................................     3

     Section 1.8        "Indebtedness-for Money Borrowed"................................................     3

     Section 1.9        "Investment".....................................................................     3

     Section 1.10       "Lien"...........................................................................     3

     Section 1.11       "Material Adverse Effect"........................................................     3

     Section 1.12       "Person".........................................................................     4

     Section 1.13       "Software".......................................................................     4

     Section 1.14       "Subsidiary".....................................................................     4

ARTICLE II        THE ACQUISITION........................................................................     4

     Section 2.1        Purchase and Sale of Shares......................................................     4

     Section 2.2        Purchase Price...................................................................     4

     Section 2.3        Agreements.......................................................................     4

     Section 2.4        Capitalization of Company........................................................     4

     Section 2.5        Rights and Obligations of Buyer, QuebecCo and Holders of Exchangeable Shares.....     5

     Section 2.6        Section 85 Elections.............................................................     5

ARTICLE III       THE CLOSING............................................................................     5

     Section 3.1        Time; Location...................................................................     5

     Section 3.2        Innovatech Documents.............................................................     5

     Section 3.3        Stockholder Documents............................................................     5

     Section 3.4        Bentley Documents................................................................     5

     Section 3.5        [Reserved].......................................................................     5

     Section 3.6        Employment Agreement at Closing..................................................     6

                                      -i-

                                TABLE OF CONTENTS
                                  (continued)

                                                                                                           PAGE
                                                                                                        
     Section 3.7        Employee Stock Options...........................................................     6

     Section 3.8        Stock Legend.....................................................................     6

     Section 3.9        Liens............................................................................     6

ARTICLE IV        CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY, INNOVATECH AND THE STOCKHOLDERS....     6

     Section 4.1        Accuracy of Representations and Warranties.......................................     6

     Section 4.2        Performance of Agreement.........................................................     7

     Section 4.3        [Reserved].......................................................................     7

     Section 4.4        Injunction.......................................................................     7

     Section 4.5        Opinion of Counsel...............................................................     7

     Section 4.6        Actions and Proceedings..........................................................     7

     Section 4.7        Governmental Approvals...........................................................     7

     Section 4.8        Due Diligence....................................................................     7

     Section 4.9        Agreements.......................................................................     7

ARTICLE V         CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BENTLEY AND NEWCO...........................     7

     Section 5.1        Accuracy of Representations and Warranties.......................................     8

     Section 5.2        Performance of Agreement.........................................................     8

     Section 5.3        [Reserved].......................................................................     8

     Section 5.4        Agreements.......................................................................     8

     Section 5.5        Injunction.......................................................................     8

     Section 5.6        Opinion of Counsel...............................................................     8

     Section 5.7        Actions or Proceedings...........................................................     8

     Section 5.8        Governmental Approvals...........................................................     8

     Section 5.9        License Agreement................................................................     8

     Section 5.10       Due Diligence....................................................................     8

ARTICLE VI        REPRESENTATIONS AND WARRANTIES OF THE COMPANY..........................................     9

     Section 6.1        Organization and Authority.......................................................     9

     Section 6.2        Capital Stock....................................................................     9

                                      -ii-

                                TABLE OF CONTENTS
                                  (continued)

                                                                                                           PAGE
                                                                                                        
     Section 6.3        Contravention; Validity..........................................................    10

     Section 6.4        Consents.........................................................................    11

     Section 6.5        Subsidiaries and Partners........................................................    11

     Section 6.6        Financial Statements.............................................................    11

     Section 6.7        Licenses, Registrations, etc.....................................................    12

     Section 6.8        Title to Properties; Leases......................................................    12

     Section 6.9        Compliance with Other Instruments, etc...........................................    12

     Section 6.10       Contracts and Binding Commitments................................................    13

     Section 6.11       Compliance with Law, etc.........................................................    14

     Section 6.12       Pending Litigation, etc..........................................................    14

     Section 6.13       Taxes/Pensions/Employee Benefits.................................................    15

     Section 6.14       Events Since Audited Statements..................................................    16

     Section 6.15       Compliance with Environmental Laws...............................................    17

     Section 6.16       Labor Relations..................................................................    18

     Section 6.17       Intellectual Property............................................................    19

     Section 6.18       Full Disclosure..................................................................    19

ARTICLE VII       REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.....................................    19

     Section 7.1        Validity.........................................................................    20

     Section 7.2        Stock Ownership..................................................................    20

     Section 7.3        Alienability of Shares...........................................................    20

     Section 7.4        Transactions with Affiliates.....................................................    20

     Section 7.5        Full Disclosure..................................................................    20

     Section 7.6        Business Knowledge...............................................................    20

     Section 7.7        Innovatech Representations.......................................................    22

     Section 7.8        Survival.........................................................................    22

ARTICLE VIII      REPRESENTATIONS AND WARRANTIES AND COVENANTS OF BENTLEY & NEWCO........................    22

     Section 8.1        Organization and Authority.......................................................    22

     Section 8.2        Contravention; Validity..........................................................    23

                                     -iii-

                                TABLE OF CONTENTS
                                  (continued)

                                                                                                           PAGE
                                                                                                        
     Section 8.3        Bentley Financial Statements.....................................................    23

     Section 8.4        Full Disclosure..................................................................    24

     Section 8.5        Class B Shares...................................................................    24

     Section 8.6        Delivery of Financial Statements.................................................    24

     Section 8.7        Survival.........................................................................    24

     Section 8.8        Dividends........................................................................    24

ARTICLE IX        INDEMNIFICATION........................................................................    24

     Section 9.1        By the Stockholders..............................................................    24

     Section 9.2        By Bentley and Newco.............................................................    24

     Section 9.3        Procedure........................................................................    24

     Section 9.4        Limitations......................................................................    25

ARTICLE X         MISCELLANEOUS..........................................................................    26

     Section 10.1       Confidentiality of Agreement.....................................................    26

     Section 10.2       Entire Agreement.................................................................    26

     Section 10.3       Notices..........................................................................    26

     Section 10.4       Amendments; Modifications........................................................    27

     Section 10.5       Assignment.......................................................................    27

     Section 10.6       Severability.....................................................................    27

     Section 10.7       Waiver...........................................................................    27

     Section 10.8       Governing Law....................................................................    27

     Section 10.9       Arbitration......................................................................    28

     Section 10.10      Expenses.........................................................................    28

     Section 10.11      Counterparts.....................................................................    28

     Section 10.12      Construction.....................................................................    28

     Section 10.13      Knowledge........................................................................    28

     Section 10.14      Currency.........................................................................    28

     Section 10.15      Time of Essence..................................................................    29

     Section 10.16      Language.........................................................................    29

     Section 10.17      Headings.........................................................................    29

                                      -iv-

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made this 26th day
of April, 2000 among Bentley Systems, Incorporated, a Delaware corporation with
an address of 690 Pennsylvania Drive, Exton, Pennsylvania, 19341, USA ("Bentley"
or "Buyer"), 9090-0960 Quebec Inc., a company formed under the laws of the
Province of Quebec, Canada ("Newco"), 9090-0952 Quebec Inc., a company formed
under the laws of the Province of Quebec, Canada ("QuebecCo"), HMR Inc., a
company formed under the laws of the Province of Quebec, Canada, with an address
of 1924 Avenue du Cheminot, Beauport, Quebec, Canada G1E 4MI ("HMR" or the
"Company"), Societe Innovatech Quebec et Chaudiere Appalaches ("Innovatech"),
and the holders of the remaining outstanding shares of the capital stock of the
Company ("Shares") whose names are set forth on Schedule 1 attached hereto (the
persons listed on Schedule 1 hereafter called "Stockholders" and, individually,
a "Stockholder").

         WHEREAS, the Company is engaged in the development, distribution and
licensing of computer software; and

         WHEREAS, Bentley is the owner of 11,334 Class A Shares of the
Company, representing 25% of the Company's outstanding Class A Shares and
Innovatech and the Stockholders collectively own 34,000 Class A Shares
representing 75% of the Company's outstanding class A Shares, 900,000 Class B
Shares and 3,766 Class D Shares of the Company.

         WHEREAS, QuebecCo is a direct wholly-owned subsidiary of Bentley and
Newco is an indirect wholly-owned subsidiary of Bentley;

         (DELETION)

         WHEREAS, the parties hereto desire to provide for the sale by
(a) Innovatech of all of its shares in the capital of the Company to Bentley in
exchange for Class B common stock of Bentley ("Buyer Stock") and (b) the
Stockholders of all of their shares in the capital of the Company to Newco in
exchange for Exchangeable Shares, which shall constitute the economic equivalent
of shares of Class B common stock of Bentley ("Buyer Stock"); and

         WHEREAS, the Exchangeable Shares shall give the holders thereof all of
the economic benefits of Buyer Stock, as if such holders held shares of Buyer
Stock;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties hereto, intending to be legally bound
hereby, agree as follows:

                         ARTICLE I. CERTAIN DEFINITIONS

         Section 1.1 "Affiliate" of a person shall mean a person who or which is
Controlled by, Controls or is under common Control with, such person.

         Section 1.2 "Agent" shall mean Stylianos Camateros who is hereby
appointed by Innovatech and the Stockholders to act as their agent. Copies of
all correspondence and notices addressed to the Agent (acting in such capacity)
shall also be sent to Mr. Paul Grenier at the address set forth in Section 11.3.
The Agent shall forward to Innovatech and the Stockholders all correspondence
addressed to him by HMR or Bentley in his capacity as agent and all such
correspondence shall be deemed to have been received by Innovatech and the
Stockholders upon receipt thereof by the Agent. Upon written notice given to HMR
and Bentley, Innovatech and the Stockholders may, by a vote of Innovatech and
those Stockholders holding a majority of the Shares held by Innovatech and the
Stockholders, designate another Stockholder as the Agent.

         Section 1.3 "Business" shall mean the business of development,
distribution and license of computer software carried on by the Company.

         Section 1.4 "Capital Lease" shall mean any lease which is required to
be capitalized on a balance sheet of the lessee in accordance with generally
accepted accounting principles.

         Section 1.5 "Capitalized Lease Obligations" shall mean the aggregate
amount which, in accordance with Canadian generally accepted accounting
principles, is required to be reported as a liability on the balance sheet of
HMR at such time in respect of HMR's interest as lessee under a Capital Lease.

         Section 1.6 "Control" shall mean either (1) (i) holding 50% or more of
the outstanding voting securities (including therein securities which upon
conversion entitle the holder thereof to vote on the election of directors or
persons fulfilling similar functions) of a corporation, or (ii) in the case of
an entity that has no voting securities, having the right to 50% or more of the
profits of the entity, or having the right in the event of dissolution to 50% or
more of the assets of the entity; or (2) having the contractual power to
designate 50% or more of the directors of a corporation, or in the case of
unincorporated entities, of individuals exercising similar functions.
"Controlled" and "Controlling" shall have a concomitant meaning.

         Section 1.7. "Guaranty", with respect to any Person shall mean all
obligations of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation or investment of any other Person, in
any manner, whether directly or indirectly, including obligations incurred
through an agreement, contingent or otherwise, by such Person (a) to purchase
such Indebtedness, obligation or investment or any property or assets
constituting security therefor; (b) to advance or supply funds (i) for the
purchase or payment of such Indebtedness, obligation or investment or (ii) to
maintain working capital or equity capital, or otherwise to advance or make
available funds for the purchase or payment of such Indebtedness, obligation or
investment; (c) to purchase property, securities or services primarily for the
purpose of assuring the owner of such Indebtedness, obligation or investment of
the ability of the primary obligor to make payment of such Indebtedness,
obligation or investment; or (d) otherwise to assure the owner of such
Indebtedness, obligation or investment against loss in respect thereof.

                                      -2-

         Section 1.8 "Indebtedness", with respect to any Person, shall mean all
items (other than capital stock, capital surplus, retained earnings and deferred
credits), which in accordance with Canadian generally accepted accounting
principles would be included in determining total liabilities of such Person as
shown on the liability side of a balance sheet of such Person as at the date on
which Indebtedness is to be determined. The term "Indebtedness" shall also
include, whether or not so reflected (a) indebtedness, obligations and
liabilities secured by any Lien on Property of such Person whether or not the
indebtedness secured thereby shall have been assumed by such Person, (b) all
obligations in respect of Capital Leases and (c) all Guaranties of any of the
above.

         Section 1.9 "Indebtedness for Money Borrowed", with respect to any
Person, shall mean and include the aggregate amount of, without duplication: (a)
all obligations of such Person for borrowed money; (b) all obligations of such
Person evidenced by bonds, debentures, notes, or other similar instruments, and
all reimbursement or other obligations of such Person in respect of letters of
credit, bankers' acceptances, interest rate swaps or other financial products;
(c) all obligations of such Person to pay the deferred purchase price of assets
or services, exclusive of trade payables which, by their terms, are due and
payable within ninety (90) calendar days of the creation thereof; (d) all
Capitalized Lease Obligations of such Person; (e) all obligations or liabilities
of others secured by a Lien on any asset owned by such Person, irrespective of
whether such obligation or liability is assumed, to the extent of such
obligation or liability; and (f) any Guaranties of such Person of any
Indebtedness for Money Borrowed of another Person.

         Section 1.10 "Investment" shall mean as applied to any Person (a) any
direct or indirect purchase or other acquisition by such Person of stock or
other securities of or any partnership interest in any other Person, or (b) any
direct or indirect loan (including, without limitation, any guaranties), advance
or capital contribution by such Person to any other Person, including all
Indebtedness and accounts receivable from such other Person which are not
current assets or did not arise from sales to such other Person in the ordinary
course of business, and (c) any direct or indirect purchase or other acquisition
by such Person of any assets other than assets used in the ordinary course of
business.

         Section 1.11 "Lien" shall mean, any interest in property securing an
obligation owed to any Person other than the owner of the property, or a claim
to have any interest in property securing an obligation by any Person, whether
such interest shall be based on the Civil Code of Quebec or any other statute or
on a contract, whether or not such interest shall be recorded or published or
perfected and whether or not such interest shall be contingent upon the
occurrence of some future event or events or the existence of some future
circumstance or circumstances, and including the lien or security interest
arising from a mortgage, hypothecation, security agreement, priority,
encumbrance, pledge, adverse claim or charge, conditional sale or trust receipt,
or from a lease, tender and deposit, consignment or bailment for security
purposes.

         Section 1.12 "Material Adverse Effect" shall mean a material adverse
effect on the business, earnings, properties, or condition (financial or other)
of the Company (including its Subsidiaries); provided that, for there to be a
Material Adverse Effect it shall be necessary that there be an actual loss,
claim, liability or damage.

                                      -3-

         Section 1.13 "Person" shall mean any individual, company, legal person,
corporation, partnership, entity, joint venture, association, joint stock
company, trust, estate, unincorporated organization or government (or any agency
or political subdivision thereof).

         Section 1.14 "Software" shall mean (i) the software program "Descartes"
and derivative works thereof and successor technologies thereto developed by or
for HMR and (ii) any other software or intellectual property rights (including,
but not limited to, patents, copyrights, trademarks or trade secrets) developed
by or for HMR and useful in the CAD/CAMJCAE/CIS MAPPING/AM/FM markets (as
defined by Daratech, Inc. of Cambridge, MA).

         Section 1.15 "Subsidiary" shall mean any corporation 50% of the
outstanding shares of voting stock or similar interest of which are owned,
directly or indirectly, by HMR. References to the "Subsidiary" shall be
references to HMR USA, Inc., a wholly-owned Delaware Subsidiary.

                          ARTICLE II. THE ACQUISITION

         Section 2.1 Purchase and Sale of Shares. On the terms, provisions and
conditions set forth herein, and in reliance upon the warranties and
representations contained herein, Newco shall purchase and Innovatech and the
Stockholders shall sell, transfer and assign to Newco, in the proportions set
forth in Schedule 2.1, all of the Shares.

         Section 2.2 Purchase Price. The aggregate purchase price for the Shares
(the "Purchase Price") shall be payable by the issuance by Bentley to Innovatech
of an aggregate of 40,274 shares of Buyer Stock and by Newco to the Stockholders
of an aggregate of 221,318 Exchangeable Shares, to be issued and delivered to
the individual Stockholders in the proportions set forth in Schedule 2.1,
provided that in the event that Schedule 2.1 provides for the issuance of
fractional shares, the number of Exchangeable Shares to be issued will be
rounded upwards to the next highest whole number.

         Section 2.3 Agreements. At Closing (i) each of Bentley or Newco, as the
case may be, shall pay the Purchase Price to Innovatech and to the Stockholders
and (ii) Buyer, Newco and the Stockholders shall enter into a support agreement
(the "Support Agreement") on mutually satisfactory terms.

         Section 2.4 Capitalization of Company. At closing, the Articles of
Newco shall provide for authorized capital consisting of (i) a class of voting
common shares, all of the issued and outstanding shares of which shall initially
be held by QuebecCo and (ii) a class of non-voting preferred shares (the
"Exchangeable Shares") having the rights, privileges, restrictions and
conditions set forth in Annex C (the "Exchangeable Share Provisions"), each
share of which shall (A) entitle the holder thereof to dividend rights equal to
the per share dividend rights of Buyer Stock, (B) subject to the Liquidation
Call Rights, entitle the holder on liquidation of Newco to receive in exchange
for each Exchangeable Share one share of Buyer Stock, (C) subject to the
Retraction Call Right, entitle the holder, at his election at any time and from
time to time for a period commencing on the Closing Date and ending on December
31,

                                      -4-

2002, upon thirty days written notice given by such holder to Newco, to require
Newco to redeem all of the holder's Exchangeable Shares and to exchange the
same, on a share for share basis, for shares of Buyer Stock (the "Right of
Retraction") and (D) subject to the Redemption Call Right, entitle Newco to
redeem on the "Automatic Redemption Date", as defined in the Exchangeable Share
Provisions, the outstanding Exchangeable Shares and to exchange the same, on a
share-for-share basis, for the shares of Buyer Stock.

         Section 2.5 Rights and Obligations of Buyer, QuebecCo and Holders of
Exchangeable Shares.

         The terms and conditions of the Liquidation Call Right, Retraction Call
Right and Redemption Call Right are set forth in Annex D hereto and made a part
hereof.

         Section 2.6 Section 85 Elections. Newco and the Stockholders agree to
jointly elect in prescribed form and within the prescribed time under subsection
85(1) of the Income Tax Act (Canada) and relevant provisions of any applicable
provincial legislation at the respective amounts selected by each Stockholder to
be the proceeds of disposition and the cost of the Shares sold hereunder. Newco
will also collaborate with the Stockholders for any late election made by a
Stockholder under the foregoing provisions.

                           ARTICLE III. THE CLOSING

         Section 3.1 Time; Location. Subject to the conditions contained herein,
the closing shall be held on April 26, 2000 at 10:00 a.m., local time, (the
"Closing Date") at the offices of Heenan Blaikie Aubut, Quebec, QUE, or at such
other time and place as the parties agree (the "Closing").

         Section 3.2 Innovatech Documents. At Closing, Innovatech shall execute
and deliver or cause to be executed and delivered to Bentley free and clear of
all Liens, certificates representing its respective Shares, each of which shall
be duly endorsed share certificates or other instruments, as the case may be,
representing the number of Shares being exchanged for Buyer Stock.

         Section 3.3 Stockholder Documents. At Closing, each Stockholder shall
execute and deliver or cause to be executed and delivered to Newco free and
clear of all Liens, certificates representing his or its respective Shares, each
of which shall be duly endorsed share certificates or other instruments, as the
case may be, representing the number of Shares being exchanged for Exchangeable
Shares.

         Section 3.4 Bentley Documents. At Closing, Bentley shall deliver to
Innovatech and Newco shall deliver to each Stockholder certificates representing
the number of shares of Buyer Stock or Exchangeable Shares, as the case may be,
due to each Stockholder pursuant to Section 2.1 hereof and such shares of Buyer
Stock or Exchangeable Shares shall be duly authorized, validly issued, fully
paid, non-assessable and free and clear of all Liens.

         Section 3.5 [Reserved]

                                      -5-

         Section 3.6 Employment Agreement at Closing. At Closing, Stylianos
Camateros ("Camateros") shall enter into an Employment Agreement with the
Company on terms mutually agreeable to them.

         Section 3.7 Employee Stock Options. As of the Closing, Bentley shall
grant 50,000 stock options to certain key employees of the Company (the "Key
Employees") as agreed to by Bentley and Mr. Camateros. The stock options shall
be granted to the Key Employees upon the terms and conditions applicable under
the Bentley Systems, Incorporated 1997 Stock Option Plan, as amended.

         Section 3.8 Stock Legend.

                  (a) All certificates representing Exchangeable Shares (the
"Certificates") shall bear the following legends (and/or legends to the same
effect in French if required by applicable law):

                  "This certificate is held subject to a Stock Purchase
                  Agreement (including the Annexes thereto) among Newco (the
                  "Company"), its Stockholders and Bentley Systems, Incorporated
                  and this certificate and the shares in the capital of the
                  Company represented hereby are transferable only in accordance
                  with the terms, conditions and restrictions of such agreement,
                  copy of which is on file at the principal office of the
                  Company. All transfers of stock shall be void unless made in
                  compliance with such agreement.

Newco and the Stockholders shall cause such legend to be affixed on the
Certificates simultaneously with the execution of this Agreement.

                  (b) The certificates representing shares of Buyer Stock shall
bear an appropriate legend describing restrictions on resale under applicable
securities laws.

         Section 3.9 Liens. The Stockholders will not subject any of their
Exchangeable Shares to any Lien and will not dispose thereof, except in
accordance with the Exchangeable Share Provisions.

        ARTICLE IV. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY,
                         INNOVATECH AND THE STOCKHOLDERS

         The obligations of the Company, Innovatech and the Stockholders
hereunder are subject to fulfillment at or prior to the Closing of each of the
following conditions:

         Section 4.1 Accuracy of Representations and Warranties. The
representations and warranties of Bentley contained in this Agreement shall have
been true and correct on the date hereof and shall be true and correct on and as
of the Closing Date with the same force and effect as though made on and as of
the Closing Date.

                                      -6-

         Section 4.2 Performance of Agreement. Bentley shall have performed all
obligations and agreements and complied with all covenants and conditions
contained in this Agreement to be performed or complied with by it at or prior
to the Closing Date.

         Section 4.3 [Reserved]

         Section 4.4 Injunction. On the Closing Date, there shall be no
injunction, writ, preliminary restraining order or any order of any nature in
effect issued by a court of competent jurisdiction directing that the
transactions provided for herein, or any of them, not be consummated as herein
provided and no suit, action, investigation, inquiry or other legal or
administrative proceeding by any governmental body or other Person shall have
been instituted or threatened which questions the validity or legality of the
transactions contemplated hereby or which if successfully asserted might
otherwise have an adverse effect on the conduct of the Business or impose any
additional financial obligation on, or require the surrender of any right by,
the Company or the Stockholders.

         Section 4.5 Opinion of Counsel. The Company, Innovatech and the
Stockholders shall have received the favorable opinion of Schnader Harrison
Segal & Lewis LLP (supplemented, to the extent necessary, by the legal opinion
of Goodman Phillips & Vineberg, Canadian counsel for Bentley and Newco), in form
mutually satisfactory to the parties.

         Section 4.6 Actions and Proceedings. All corporate actions,
proceedings, instruments and documents required to carry out the transactions
contemplated by this Agreement or incidental thereto and all other related legal
matters shall be satisfactory to counsel for the Company, Innovatech and the
Stockholders, and such counsel shall have been furnished with such certified
copies of such corporate actions and proceedings and such other instruments and
documents as it shall have reasonably requested.

         Section 4.7 Governmental Approvals. All required governmental approvals
or consents, if any, shall have been obtained. The parties shall cooperate in
obtaining any such approvals or consents.

         Section 4.8 Due Diligence. The Company, Innovatech and the Stockholders
shall have completed their business and legal due diligence review of Bentley,
and the results of such review shall not have revealed any facts, circumstances,
documents, agreements, arrangements, conditions or events unsatisfactory to the
Company and the Stockholders in their reasonable discretion.

         Section 4.9 Agreements. Bentley and Newco shall have entered into the
Support Agreement.

             ARTICLE V. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
                                BENTLEY AND NEWCO

         The obligations of Bentley and Newco hereunder are subject to the
fulfillment at or prior to the Closing of each of the following conditions:

                                      -7-

         Section 5.1 Accuracy of Representations and Warranties. The
representations and warranties of the Company, Innovatech and the Stockholders
contained in this Agreement shall have been true and correct on the date hereof
and shall be true and correct on and as of the Closing Date with the same force
and effect as though made on and as of the Closing Date.

         Section 5.2 Performance of Agreement. The Company, Innovatech and the
Stockholders shall have performed all obligations and agreements and complied
with all covenants and conditions contained in this Agreement to be performed or
complied with by them at or prior to the Closing Date.

         Section 5.3 [Reserved]

         Section 5.4 Agreements. Camateros shall have executed and delivered his
Employment Agreement, and the Stockholders shall have entered into the Support
Agreement.

         Section 5.5 Injunction. On the Closing Date, there shall be no
injunction, writ, preliminary restraining order or any order of any nature in
effect issued by a court of competent jurisdiction directing that the
transactions provided for herein, or any of them, not be consummated as herein
provided and no suit, action, investigation, inquiry or other legal or
administrative proceeding by any governmental body or other Person shall have
been instituted or threatened which questions the validity and legality of the
transactions contemplated hereby.

         Section 5.6 Opinion of Counsel. Bentley shall have received the
favorable opinion of Heenan Blaikie Aubut, counsel for the Company and the
Stockholders, in form mutually satisfactory to the parties.

         Section 5.7 Actions or Proceedings. All corporate actions, proceedings,
instruments and documents required to carry out the transactions contemplated by
this Agreement or incidental thereto and all other related legal matters shall
be reasonably satisfactory to counsel for Bentley and Newco, and such counsel
shall have been furnished with such certified copies of such corporate actions
and proceedings and such other instruments and documents as it shall have
reasonably requested.

         Section 5.8 Governmental Approvals. All required governmental approvals
or consents, if any, shall have been obtained. The parties shall cooperate in
obtaining any such approvals or consents.

         Section 5.9 License Agreement. The Company and Groupe Hauts-Monts, Inc.
shall have entered into a License Agreement on terms mutually satisfactory.

         Section 5.10 Due Diligence. Bentley shall have completed its business
and legal due diligence review of the Company, and the results of such review
shall not have revealed any facts, circumstances, documents, agreements,
arrangements, conditions or events unsatisfactory to Bentley in its reasonable
discretion.

                                      -8-

                  ARTICLE VI . REPRESENTATIONS AND WARRANTIES
                                 OF THE COMPANY

         Simultaneously with the execution of this Agreement, the Company hereby
makes the following representations and warranties to Bentley and Newco:

         Section 6.1 Organization and Authority.

                  (a) The Company:

                           (i) is a corporation duly incorporated and/or
                  organized, validly existing and in good standing under the
                  laws of the jurisdiction of its incorporation;

                           (ii) has all requisite power and authority (corporate
                  and other) to own, lease, operate or otherwise hold its
                  properties, to conduct its business as currently conducted as
                  currently proposed to be conducted; and

                           (iii) if applicable, to the knowledge of the Company,
                  is duly licensed or qualified to do business as a foreign
                  corporation and is in good standing in each jurisdiction in
                  which the failure to so qualify would have a Material Adverse
                  Effect (provided that, as to the Company, the foregoing
                  representation is limited to Canada and its Provinces).

                  (b) The Subsidiary:

                           (i) is a corporation duly incorporated and/or
                  organized, validly existing and in good standing under the
                  laws of the State of Delaware;

                           (ii) has all requisite power and authority (corporate
                  and other) to own, lease, operate or otherwise hold its
                  properties, to conduct its business as currently conducted and
                  as currently proposed to be conducted; and

                           (iii) is duly licensed or qualified to do business as
                  a foreign corporation and, to the knowledge of the Company, is
                  in good standing in the States of Delaware and Maryland.

                  (c) True, complete and accurate copies of the articles of
incorporation and bylaws Company and each Subsidiary are attached as Schedule
6.1.

         Section 6.2 Capital Stock. On the date hereof, the authorized capital
of the Company consists of (i) an unlimited number of Class A, Class B and Class
C Shares and (ii) 4,500 Class D Shares. On the date hereof, there are 45,334
Class A Shares, 900,000 Class B Shares and 3,766 Class D Shares issued and
outstanding, which are owned of record and beneficially by Innovatech and the
Stockholders and Bentley (as to 11,334 Class A Shares). There are no unpaid
dividends other than accrued and unpaid dividends on Class B Shares or

                                      -9-

Class D Shares. On the date hereof the authorized capital of each Subsidiary is
as set forth on Schedule 6.2 attached hereto and there is issued and outstanding
such number of shares of any class as is set forth on Schedule 6.2, all of which
are owned by the Company. All outstanding shares in the capital of the Company
and the Subsidiaries have been duly authorized, validly issued and are fully
paid, nonassessable and free of pre-emptive rights. There are no options,
warrants, calls or other rights, agreements or commitments relating to the
purchase from or issuance by the Company or any Subsidiary of any shares of its
capital stock, including any right of conversion (except for rights of
conversion relating to the Class D Shares) or exchange, actually or
contingently, under any outstanding security or other instrument. Except for any
required Board and shareholders' approvals (which approvals have been obtained),
no further approval or authority of the Company's shareholders or Board of
Directors will be required for the sale of the Shares contemplated herein.
Except as set forth in Schedule 6.2 hereto, there are no voting trusts, escrow
agreements or other agreements or understandings with respect to the voting,
ownership, control, dividend rates or disposition of any shares of the Company.

         Section 6.3 Contravention; Validity.

                  (a) The execution, delivery and performance by the Company of
this Agreement and each of the other documents and agreements related to any of
the foregoing, the consummation by the Company of the transactions contemplated
hereby and thereby and compliance by the Company with all of the provisions of
this Agreement will not with or without the giving of notice, the passage of
time or both, (i) to the Company's knowledge, result in any breach or violation
of, or conflict with, any Canadian statute or Canadian law (including any
judicial decision), or result in any breach or violation of, or conflict with,
any judgment, writ, injunction, order, Canadian rule, award, decree or Canadian
regulation of any court, Canadian governmental authority or arbitration board or
other tribunal; (ii) except as set forth in Schedule 6.3, violate or result in
any breach of any of the provisions of, or constitute a default under, give rise
to a right of termination or cancellation of, or accelerate the performance
(collectively, a "Breach") required by any terms of, as the case may be, any
indenture, mortgage, agreement, lease, license, note, permit, franchise,
contract, deed of trust or other instrument to which Company, any Subsidiary or
any of their properties is a party or by which it or any of their properties may
be bound, or result in the creation of any Lien upon any of the properties, or
assets owned the Company, any Subsidiary or any of their properties, which
Breach would have a Material Adverse Effect; or (iii) violate or conflict with
any provision of the articles of incorporation, the by-laws, or other governing
agreement of the Company or any Subsidiary.

         References to "Canada" in this Agreement shall include the federal
government of Canada, Canada's Provinces and any political subdivisions thereof
and any successor or successors to the foregoing.

                  (b) This Agreement has been duly and validly executed and
delivered by the Company and constitutes the valid and binding obligation of the
Company, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

                                      -10-

         Section 6.4 Consents. The execution, delivery and performance of this
Agreement, and all other documents and agreements related hereto have been duly
authorized by all necessary corporate action on the part of the Company and do
not and will not require any consent or approval of any Person (excluding,
however, from the definition of "Person" any governmental entities or any
authorization, consent or approval by or registration, qualification,
declaration or filing with, or notice to any Canadian, state, provincial,
municipal or other Canadian governmental body, official, department, commission,
board, bureau, agency or instrumentality, domestic or foreign, other than any
such consents or approvals which the failure to so obtain would not have a
Material Adverse Effect. To the knowledge of the Company, each of the Company
and the Subsidiaries has obtained all consents, approvals, licenses, franchises,
permits, waivers, registrations or authorizations of, made all declarations or
filings with, and given all notices to (collectively, "approvals"), all
Canadian, state provincial, or local governmental or public authorities or
agencies which are necessary for the continued conduct by the Company and each
Subsidiary of its respective businesses as now conducted or as proposed to be
conducted. All approvals are held free from burdensome restrictions or material
conflicts with the rights of others.

         Section 6.5 Subsidiaries and Partners. The Company has no Subsidiaries
other than those Subsidiaries set forth in Schedule 6. 5 hereto. Except as set
forth in Schedule 6.5 hereto, the Company does not own, directly or indirectly,
more than 1% of the total outstanding capital stock of any class of any
corporation and does not, directly or indirectly, exercise Control or have the
ability, directly or indirectly to exercise Control, over any Person. Schedule
6.5 correctly sets forth as to each Subsidiary its name and the jurisdiction of
its incorporation. Except as set forth in Schedule 6.5, all of the outstanding
shares of the capital stock of each class of each Subsidiary have been duly and
validly authorized and issued and are fully paid and nonassessable and are
owned, beneficially and of record, by the Company free and clear of any Liens.
Except as set forth in Schedule 6.5, there is no outstanding right, warrant,
option, call or other agreement or commitment of any kind to purchase or issue
the capital stock or any other equity interest of any of the Subsidiaries and
there is no outstanding security of any kind convertible into capital stock or
any other equity interest of any of the Subsidiaries.

         Section 6.6 Financial Statements. The Company has furnished to Bentley
and Newco complete and accurate copies of (i) audited financial statements of
the Company for the two fiscal years ended immediately prior to the Closing Date
(the "Audited Statements") and (ii) unaudited financial statements for the 3, 6
or 9 month period, as the case may be, ended immediately prior to the Closing
Date (the "Unaudited Statements" and, together with the Audited Statements, the
"Financial Statements"), copies of which are attached as Schedule 6.6. The
Audited Statements have been prepared in accordance with Canadian generally
accepted accounting principles ("GAAP"), applied on a consistent basis during
the respective periods. The financial results and financial position of the
Company, as shown in the Unaudited Statements, are not substantially different
from what the Company's financial position and results would have been had the
Unaudited Statements been prepared in accordance with GAAP. The Audited
Statements are true, correct and complete and present fairly the assets,
liabilities, retained earnings, profit and loss and the financial position of
the Company as

                                      -11-

of such dates and the results of its operations and changes in cash flows for
such periods. The Unaudited Statements are substantially true, correct and
complete and substantially and fairly present the assets, liabilities, retained
earnings, profit and loss and the financial position of the Company as of such
dates and the results of its operations and changes in cash flow for such
periods. The Company does not have any material obligation or liability,
individually or in the aggregate, of the nature required to be disclosed on a
balance sheet prepared in accordance with GAAP that is not disclosed by the
Audited Statements. Schedule 6.6 sets forth a list and description of all
outstanding Indebtedness for Money Borrowed of the Company as of ten (10) days
prior to the date of this representation. Except as disclosed in Schedule 6.6,
since the date of the most recent Audited Statements delivered to Bentley and
Newco pursuant to this Section 6.6 there has not been, occurred or arisen any
material adverse change in, or any event, condition or state of facts which
materially and adversely affects, or threatens to affect in a material and
adverse manner, the business, earnings, prospects, properties or condition
(financial or otherwise) of the Company. Since such date, the Company has not
directly or indirectly declared, ordered, paid, made or set apart any sum or
property for any dividends or other distribution or agreed to do so except as
set forth in Schedule 6.6.

         Section 6.7 Licenses, Registrations, etc. To the Company's knowledge,
the Company and its properties are in compliance with the requirements of all
Canadian regulatory agencies and authorities, and no Canadian regulatory agency
or authority has taken any action, or threatened to take any action by written
notice to the Company to revoke or suspend any approval necessary for the
conduct of such business as now conducted and as proposed to be conducted.

         Section 6.8 Title to Properties; Leases. Except as disclosed in the
Financial Statements and as set forth in Schedule 6.8 and except as disclosed in
this Agreement or in the other attached Schedules, each of the Company and the
Subsidiaries is the sole owner of, and has good, indefeasible and marketable
title free and clear of all Liens to all assets and properties reflected as
being owned by it on the Financial Statements, as well as to all assets and
properties acquired since the date of the most recent Audited Statements (except
property disposed of since such dates in the ordinary course of business),
including without limitation the Software. Each of the Company and the
Subsidiaries has the right to, and does, enjoy peaceful and undisturbed
possession under all leases under which it is leasing property. All such leases
are valid, subsisting and in full force and effect and none of such leases is in
default on the part of the Company or any Subsidiary nor, to the knowledge of
the Company, on the part of any other Person.

         Each of the Company and the Subsidiaries has the right (subject to such
limitations as may exist under Canadian or Quebec law) to use its corporate
name.

         Section 6.9 Compliance with Other Instruments, etc. Neither the Company
nor any Subsidiary is: (a) in violation of any term of its articles of
incorporation, by-laws or other governing agreement; or (b) in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in, and is not otherwise in default under, (i) any evidence
of Indebtedness for Money Borrowed or any other evidence of Indebtedness or any
instrument or agreement under or pursuant to which any evidence of Indebtedness
for Money Borrowed or other evidence of Indebtedness has been issued; or (ii) to
the Company's knowledge, any other material instrument or agreement to which it
is a party or by which it is bound or any of its properties is affected by it.

                                      -12-

         Section 6.10 Contracts and Binding Commitments.

                  (a) Subject to Paragraph (b), the Company has furnished to
Bentley and Newco a correct and complete copy, or if none exists, written
descriptions of all of the following contracts, agreements or arrangements (in
each case, whether written or oral) to which it or a Subsidiary is a party or by
which any of its or any Subsidiary's assets or properties are or may be bound
(such contracts described in the following Paragraphs (i) through (viii) being
referred to as the "Contracts"), as such Contracts may have been amended,
modified or supplemented:

                           (i) All contracts out of the ordinary course of
                  business and not cancelable upon 30 days notice or involving
                  the payment of more than CAN $75,000;

                           (ii) All contracts or similarly binding arrangements
                  with any Person containing any provision or covenant limiting
                  the ability of the Company or any Subsidiary to engage in any
                  line of business or compete with any Person or limiting the
                  ability of any Person to compete with the Company or any
                  Subsidiary and all Contracts requiring the Company or any
                  Subsidiary to keep information secret or confidential;

                           (iii) All contracts relating to the borrowing of
                  money, or the direct or indirect Guaranty of any obligation
                  for, or contract to service the repayment of, borrowed money
                  or any other liability in respect of Indebtedness for Money
                  Borrowed of any other Person;

                           (iv) All contracts relating to the future disposition
                  or acquisition of (A) any Investment in any Person, (B) any
                  interest in any business enterprise or (C) any material
                  interest in property, and all contracts requiring the Company
                  or any Subsidiary to purchase any security, business
                  enterprise or any property;

                           (v) Each employment or consulting contract or any
                  other arrangement or agreement entered into by the Company or
                  a Subsidiary with an Affiliate;

                           (vi) Each contract (other than contracts cancelable
                  upon 90 days notice) involving payments of more than CAN
                  $75,000 during its term for the purchase of materials,
                  supplies, property or services;

                           (vii) All contracts between (x) the Company or any
                  Subsidiary and (y) Affiliates of any director, stockholder,
                  officer, partner or employee of the Company; and

                           (viii) All other contracts material to the operations
                  of the business of the Company or any Subsidiary.

                                      -13-

                  (b) To the Company's knowledge, and except as set forth in
Schedule 6.10, all of the Contracts are valid and binding in all respects and
enforceable in accordance with their terms and are in full force and effect. The
Company or the Subsidiary, as the case may be, and to the knowledge of the
Company, and except as set forth in Schedule 6.10 each other party to the
Contracts, has performed in all material respects all obligations required to be
performed by them to date, except, in each case, where the failure to so perform
would not have a Material Adverse Effect. Neither the Company nor any Subsidiary
nor, to the knowledge of the Company, and except as set forth in Schedule 6.10,
any other party to any of the Contracts, is in or claimed to be in material
breach or default in any respect under any term or provision of any of the
Contracts, except where any such breach would not have a Material Adverse
Effect. To the Company's knowledge and except as set forth in Schedule 6.10, the
execution and implementation of this Agreement will not result in the
termination of any of the Contracts under the express terms thereof, will not
require the consent of any party thereto and will not bring into operation any
other provision thereof nor result in a breach or default thereunder. To the
Company's knowledge, and except as set forth in Schedule 6.10, there exists no
condition or event which, after notice or lapse of time or both, would
constitute a default by the Company. To the best knowledge of the Company, and
except as set forth in Schedule 6.10, there exists no condition or event which,
after notice or lapse of time or both, would constitute a default by any other
party to any of the Contracts.

                  (c) Neither the Company nor any Subsidiary is a party to or
bound by (nor is any of its properties affected by) any contract or agreement,
or subject to any order, writ, injunction or decree or other action of any court
or any Canadian governmental department, commission, bureau, board or other
administrative agency or official, or any charter or other corporate or
contractual restriction, which could have a Material Adverse Effect.

         Section 6.11 Compliance with Law, etc. To the Company's knowledge, (i)
the Company is in full compliance with all Canadian laws and ordinances and all
governmental rules and regulations to which it is subject, and (ii) each
Subsidiary is in full compliance with all laws and ordinances and all
governmental rules and regulations to which it is subject, except, in each case
where the failure so to comply could not have a Material Adverse Effect. The
Company is not in default with respect to any order, ruling, decision, finding,
writ, proceeding, injunction, judgment or decree (collectively, "Order") of any
court or any Canadian governmental or public body, department, official,
authority or any agency or any arbitrator or arbitration panel, except where
such default would not have a Material Adverse Effect. No Subsidiary is in
default with respect to any Order of any court or other governmental or public
body, department official, authority or agency or any arbitrator or arbitration
panel, except where such default would not have a Material Adverse Effect.

         Section 6.12 Pending Litigation, etc. There is no claim, action at law,
suit in equity or other proceeding or investigation (whether or not purportedly
on behalf of or against the Company or any Subsidiary) in any court or by or
before any other governmental or public body, department, official authority or
agency, or any arbitrator or arbitration panel pending or, to the best knowledge
of the Company, threatened against or affecting the Company or any Subsidiary or
any of their respective officers, directors, employees, agents or affiliates, or
any of their properties that, either individually or in the aggregate, (a) could
have a Material Adverse Effect or (b) could question the validity or
enforceability of this Agreement.

                                      -14-

         Section 6.13 Taxes/Pensions/Employee Benefits.

                  (i) Except as set forth in Schedule 6.13, all returns that are
required to be filed (taking into account all extensions) on or before the
Closing Date for, by, on behalf of or with respect to the Company (all such
returns and reports herein referred to collectively as "Tax Returns" or
singularly as a "Tax Return", have been filed with the appropriate taxation
authority on or before the Closing Date, and all taxes shown to be due and
payable on such Tax Returns or related to such have been paid in full prior to
the Closing Date or provision for the payment thereof has been made in the
Company's accounts;

                  (ii) all Tax Returns and the information and data contained
therein have been or will be properly and accurately compiled and completed in
all respects, fairly present or will fairly present in all respects the
information purported to be shown therein, and reflect or will reflect all
liabilities for the periods covered by such Tax Returns; Except as set forth in
Schedule 6.13, none of such Tax Returns is now under audit or examination by any
taxation or other authority and there are no agreements, waivers or other
arrangements providing for an extension of time with respect to the assessment
or collection of any Tax, and there are no agreements, suits or similar
proceedings now pending or, to the knowledge of the Company, threatened against
the Company with respect to any Tax, and there are no matters under discussion
with any taxation or other authority relating to any Tax, or any claims for any
additional Tax asserted by any such authority;

                  (iii) the Company does not have any liability, obligation or
commitment for the payment of Taxes and the Company is not in arrears with
respect to any required withholdings or installment payments or any tax of any
kind. Neither the Canada Customs and Revenue Agency nor any other taxing
authority is now asserting or threatening to assert any deficiency or claim for
additional taxes against the Company and there are no disputes as to any taxes
payable by the Company;

                  (iv) the Company is and will not become liable to pay any tax
pursuant to Section 183.1 of the Income Tax Act (Canada) in respect of or as a
result of the transaction herein contemplated;

                  (v) the Company has not made any election under Section 85 of
the Income Tax Act (Canada) with respect to the acquisition or disposition of
any property;

                  (vi) the Company has not made any election under Sub-Section
83(2) of the Income Tax Act (Canada) with respect to payment out of a capital
dividend account;

                  (vii) the Company has not discontinued carrying on any
business in respect of which any non-capital losses were incurred;

                  (viii) the Company has made all elections required to be made
under the Income Tax Act (Canada) in connection with any distributions and all
such elections were true and correct and in prescribed form and were made within
the prescribed time periods;

                  (ix) since its date of incorporation, the Company has been a
"Canadian-controlled private corporation" within the meaning of the Income Tax
Act (Canada);

                                      -15-

                  (x) neither the Company nor its directors, officers of
employees are aware of any tax liabilities or any grounds which would prompt a
reassessment, including aggressive treatment of income and expenses in filing
earlier Tax Returns;

                  (xi) the Company has not made or been a party to any election
under Sections 150(1), 156(1), 227(1) or 273(1) of the Excise Tax Act of Canada;

                  (xii) the preceding representations and warranties in this
Section 6.13 which refer to the Income Tax Act (Canada) are true and correct
with respect to the same or equivalent provisions, if any, of the Quebec
Taxation Act or any other provincial taxation legislation; and

                  (xiii) except as disclosed in Schedule 6.13 the Company does
not have in effect and has not announced or publicly proposed to have in effect
any bonus, deferred compensation, pension, profit sharing, retirement,
severance, stock option, group insurance, death benefit, welfare or other
employee benefit plan, arrangement or policy whether formal or informal, for the
benefit of any of its employees or former employees (each a "Benefit Plan").
Except as disclosed in Schedule 6.13 the Company does not have any commitment,
whether formal or informal to create any additional such Benefit Plan. All
Benefit Plans disclosed on Schedule 6.13 have been duly registered where
required by, and in good standing under, all applicable legislation and the
Company has fulfilled its funding obligations under all such plans and no past
service funding liabilities exist thereunder. Except as disclosed in Schedule
6.13 each Benefit Plan has been administered materially in with its terms.
Except as disclosed in Schedule 6.13 there are no pending investigations by any
governmental entity, termination proceedings or other claims (except claims for
benefits payable in the normal operation of the Benefit Plans), suits or
proceedings against or involving any Benefit Plan or asserting any rights or
claims to benefits under any Benefit Plan that could give rise to any material
liability.

         Section 6.14 Events Since Audited Statements.

                  (a) Except as set forth in Schedule 6.14, since the last day
of the fiscal year to which the most recent Audited Statements relate there has
not been:

                           (i) Any material change in the business policies or
practices of the Company or any Subsidiary;

                           (ii) Any damage, destruction or loss (whether or not
covered by insurance) which has had or could reasonably be expected in the
judgment of a prudent business person to have a Material Adverse Effect;

                           (iii) Any Indebtedness for Money Borrowed incurred by
the Company or any Subsidiary or any commitment to borrow money entered into or
any Guaranty given by the Company or any Subsidiary;

                           (iv) Any amendments to the articles of incorporation
or to the by-laws of the Company or any Subsidiary;

                                      -16-

                           (v) Any change in any method of accounting or
accounting practice by the Company or any Subsidiary;

                           (vi) Any amendment, modification, alteration or
termination of any contract, agreement or license to which the Company or any
Subsidiary is a party, which could reasonably be expected in the judgment of a
prudent business person to have a Material;

                           (vii) Any waiver of any rights of material value or
any cancellation of any material claims, debts or accounts receivable owing to
the Company or any Subsidiary;

                           (viii) Any employment bonus, incentive or deferred
compensation agreement or arrangement between the Company or any Subsidiary and
an Affiliate, director, officer or other employee or consultant of the Company;
or

                           (ix) Any change in or agreement to change or modify
the terms of any stock option, stock plan or any employee benefit plan of the
Company or any Subsidiary (if any exist).

         Section 6.15 Compliance with Environmental Laws.

         To the Company's knowledge, the Company is in compliance with all, and
has not violated any, Environmental Laws and the Company is in compliance with
all, and has not violated judgments, injunctions, notices or demand letters
issued pursuant thereto.

         Without restriction as to the generality of the foregoing:

                           (i) To the Company's knowledge, there are no
Hazardous Substances at, or transportation thereof from, any site or facility
owned, leased or operated by the Company except in accordance with all
applicable Environmental Laws;

                           (ii) To the Company's knowledge, the Company as
secured all Environmental Permits necessary to the conduct of its business and
operations;

                           (iii) The Company has not received any request for
information, notice of claim, demand or other notification that it is or may be
potentially responsible with respect to any investigation or clean-up of any
threatened or actual release of any Hazardous Substance and has not received
inquiry or notice nor does it have any reason to suspect or believe it will
receive inquiry or notice of any actual or potential proceedings, claims,
lawsuits or losses related to or arising under any Environmental Laws;

                           (iv) To the Company's knowledge, the Company does not
own, operate or lease and did not at any previous time own, operate or lease any
real (immoveable) property, improvements or related assets wherein PCB's
asbestos or urea formaldehyde insulation is or has been present or contained in
any;

                           (v) To the Company's knowledge, the Company has not
transported any Hazardous Substance or arranged for the transportation of any
such substance to

                                      -17-

any location which is not listed and duly authorized pursuant to the
Environmental Laws and discharged, disposed;

                           (vi) The Company has not failed to report to the
proper authorities the occurrence of each event which is required to be so
reported by the Environmental Laws, and has provided Purchaser with true and
complete copies of all such reports and all correspondence relating thereto.

         For the purposes hereof:

         The expression "Environmental Laws" includes any federal, provincial,
state or municipal law, by-law, rule, regulation, decree, code, guideline,
standard, order or ordinance of any country or political subdivision relating to
the environment including those relating to (i) the control of any potential
pollutant or the protection of the air, water or land, (ii) solid, gaseous or
liquid waste generation, handling, treatment, storage, disposal or
transportation, and (iii) exposure to hazardous, toxic or other substances
considered to be harmful, or (iv) the release of any Hazardous Substance (as
defined below) into the environment; and

         The expression "Hazardous Substance" includes any substance, waste,
solid, liquid or gaseous matter, petroleum or petroleum derived substance,
micro-organism, sound, vibration, ray, heat, odor, radiation, energy vector,
plasma, organic or inorganic matter, whether animate or inanimate, transient
reaction intermediate or any combination of the above deemed hazardous,
hazardous waste, solid waste, toxic or pollutant a deleterious substance, a
contaminant or source of pollution or contamination under any Environmental Law,
or by any federal, provincial, state or municipal government, governmental
agency, minister, deputy-minister, governor-in-council, lieutenant
governor-in-council, or any tribunal or board.

         Section 6.16 Labor Relations. No trade union, council of trade unions,
employee bargaining agency or affiliated bargaining agent:

                           (i) holds bargaining rights with respect to any of
the Company's employees by way of certification, interim certification,
voluntary recognition, designation or successor rights;

                           (ii) has applied to be certified as the bargaining
agent of any of the Company's employees; or

                           (iii) has applied to have the Company declared a
related employer pursuant to the provisions of applicable law.

         There is no unfair labor practice charge or complaint with respect to
employees of the Company pending before any agency or board, there is no labor
strike, picketing, slowdown or work stoppage or lock out actually pending or, to
the Company's knowledge, threatened against or affecting the Company or any of
its operations, and the Company has not experienced any strike, slowdown or work
stoppage, lock out or other collective labor action by or with respect to its
employees, there are no charges with respect to or relating to the Company
before any commission, agency or body responsible for the prevention of unlawful
employment

                                      -18-

practices, the Company has no notice from any federal, provincial, local or
other agency responsible for the enforcement of labor or employment laws of an
intention to conduct an investigation of the Company or any of its business or
employment practices and no such investigation is in progress, and the Company,
to its knowledge, is in compliance with all applicable laws relating to
employment and employment faces, wages, hours and terms and conditions of
employment with respect to employees, eluding part-time employees (if any).

         "Company" shall include any Subsidiary for purposes of this Section
6.16.

         Section 6.17 Intellectual Property. Attached as Schedule 6.17 is a
true, complete and correct schedule which describes all of the patents
(including all reissues, divisions, continuations and extensions thereof),
applications for patents, patent disclosures docketed, inventions, improvements,
trademarks, service marks, trademark and service mark applications, trade names,
copyright registrations or applications therefor and proprietary computer
software (including the Software) or similar property owned by the Company or
any Subsidiary, and all licenses, franchises, permits, authorizations,
agreements and arrangements that concern any of the foregoing that concern like
items owned by others and used by the Company or any Subsidiary ("Intellectual
Property"). Except as indicated on Schedule 6.17, the Intellectual Property is
owned by the Company or a Subsidiary free and clear of all Liens whatsoever.
Except as indicated on Schedule 6.17, no licenses have been granted with respect
to such Intellectual Property. Neither the Company nor any Subsidiary has
received notice of any claims by a third party suggesting or asserting that its
use of the Intellectual Property or any of its activities in the conduct of its
business as presently conducted infringes the Intellectual Property of any third
party. Except as set forth on Schedule 6.17, neither the Company nor any
Subsidiary has any obligation to pay any royalty to any third party with respect
to such Intellectual Property.

         Neither the Company, the Subsidiary, any Stockholder, nor any of their
employees or agents has or have taken any action or failed to take any action or
permitted any third parties to take any actions, which would in any way
diminish, impair or affect the Company's rights to, or to fully utilize, the
Intellectual Property now or at any time in the future.

         Section 6.18 Full Disclosure. None of this Agreement (including all
Exhibits and Schedules hereto and any other agreements or documents delivered on
the Closing Date), or any written report or Financial Statement delivered or
furnished to Bentley by or on behalf of the Company pursuant to or in connection
with this Agreement or the transactions contemplated hereby, contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements contained herein or therein not misleading in light of the
circumstances under which they were made. There is no fact known to the Company
that has not been disclosed to Bentley in writing that (a) could have a Material
Adverse Effect or (b) adversely and materially affects or could have a Material
Adverse Effect on the ability of the Company to perform its obligations under
this Agreement.

                  ARTICLE VII. REPRESENTATIONS AND WARRANTIES
                               OF THE STOCKHOLDERS

                  Simultaneously with the execution of this Agreement, the
Stockholders, severally, hereby make the following representations and
warranties:

                                      -19-

         Section 7.1 Validity. This Agreement has been duly and validly executed
and delivered by each Stockholder and constitutes the valid and binding
obligation of such Stockholder (with respect to his, her or its obligations
hereunder), enforceable against such Stockholder in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

         Section 7.2 Stock Ownership. On the date hereof, each Stockholder is
the owner of record and the beneficial owner of that number of shares set forth
opposite his, her or its name in Schedule 2.1 with good and marketable title,
free and clear of all Liens.

         Section 7.3 Alienability of Shares. The Stockholder, if an individual,
has the unfettered right to sell his respective Shares in exchange for
Exchangeable Shares.

         Section 7.4 Transactions with Affiliates. Except as disclosed in
Schedule 7.4, neither the Company nor any Subsidiary is a party to any contract
or Agreement with any Affiliate of such Stockholder.

         Section 7.5 Full Disclosure.

         Each Stockholder, jointly (and not solidarily) represents that:

                  (a) To the knowledge of each Stockholder, none of this
Agreement (including all Exhibits and Schedules hereto and any other agreements
or documents delivered on the Closing Date), or any written report or financial
statement delivered or furnished to Bentley and/or Newco by or on behalf of the
Company or the Stockholders pursuant to or in connection with this Agreement, or
the transactions contemplated hereby, contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
contained herein or therein not misleading in light of the circumstances under
which they were made. There is no fact known to the Stockholder that has not
been disclosed to Bentley and/or Newco in writing that has or could have a
Material Adverse Effect.

                  (b) To the knowledge of each Stockholder, the representations
and warranties of the Company in Article VI (as qualified by the Schedules
delivered by the Company) are true, complete and accurate.

         Section 7.6 Business Knowledge

                  (a) Without limiting in any way the representations and
warranties given by the Buyer and Newco in this Agreement, the Stockholder (i)
can afford to bear the economic risk of holding the unregistered Exchangeable
Shares or unregistered Buyer Stock (as the case may be) for an indefinite period
of time, has no need for liquidity in any Exchangeable Stock or Buyer Stock (as
applicable) he may hold, and has adequate means for providing for the
Stockholder's current needs and contingencies, (ii) can afford to suffer a
complete loss of the Stockholder's investment in the Exchangeable Shares or
Buyer Stock, as applicable, and (iii) understands and has taken cognizance of
all risk factors related to the receipt of the

                                      -20-

Exchangeable Shares. The Stockholder's overall commitment to investments which
are not readily marketable is not disproportionate to his or its net worth and
his or its investment in Exchangeable Shares or Buyer Stock, as applicable, will
not cause such overall commitment to become excessive. The Stockholder has such
knowledge and experience in business and financial matters that he is capable of
evaluating Bentley and the activities thereof and the risks and merits of
investment in the Exchangeable Shares or Buyer Stock, as applicable, of making
an informed investment decision thereon and of protecting his or her interests
in connection with the transaction.

                  (b) The Stockholder (i) is familiar with the business and
financial condition, properties, operations and prospects of Bentley, (ii) has
received and carefully reviewed and evaluated the Bentley Information Statement,
previously delivered to each of them, including the "Risk Factors" set forth
therein, and (iii) has been given full access to all material information
concerning the condition, properties, operations and prospects of Bentley. The
Stockholder has had an opportunity to ask questions of, and to receive
information from, Bentley and persons acting on its behalf concerning the terms
and conditions of the Stockholder's investment in the Exchangeable Shares and to
obtain any additional information necessary to verify the accuracy of the
information and data received by the Stockholder. The Stockholder has not been
furnished any offering literature other than the Information Statement and the
documents attached as exhibits thereto, and the Stockholder has relied or will
rely only on the information contained in the Information Statement and its
exhibits and such other information as is described in this subparagraph (b),
furnished or made available to them by Bentley.

                  (c) The Stockholder acknowledges that at no time has there
been any representation, guarantee or warranty to the Stockholder by any
broker-dealer, Bentley, their agents or employees, or any other person,
expressly or by implication, concerning any of the following:

                           (i) the approximate or exact length of time that the
Stockholder will be required to retain ownership of Exchangeable Shares or Buyer
Stock, as applicable;

                           (ii) the percentage of profit or amount of, or type
of consideration, profit or loss to be realized, if any, as a result of an
investment in Exchangeable Shares or Bentley Stock, as the case may be; or

                           (iii) that the past performance or experience of
Bentley will in any way indicate the predictable results of the ownership of
Exchangeable Shares or Buyer Stock, as the case may be.

                  (d) The Stockholder acknowledges that the shares of Bentley
Stock are not registered shares and are illiquid.

                  (e) The Stockholder is relying on its own advisers as to tax
and other legal consequences of this transaction.

                  (f) For the purpose of this Section 7.6 only, the term
"Stockholder" includes Innovatech.

                                      -21-

         Section 7.7 Innovatech Representations. Innovatech hereby represents:

                  (a) This Agreement has been duly and validly executed and
delivered by Innovatech and constitutes the valid and binding obligation of
Innovatech with respect to its obligations hereunder, enforceable against
Innovatech in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

                  (b) On the date hereof, Innovatech is the owner of record and
the beneficial owner of 3,825 Class A Shares and 3,766 Class D Shares with good
and marketable title, free and clear of all Liens.

                  (c) Neither the Company nor any Subsidiary is a party to any
contract or Agreement with any Affiliate of Innovatech.

         Section 7.8 Survival. Subject to the second paragraph of this Section
7.8, the representations contained in this Article VII shall survive (i)
forever, in the case of Sections 7.1, 7.2, 7.3, 7.6 and 7.7(a) and (b), (ii)
until the 18 month anniversary of the Closing Date in the case of all
representations (excluding, however, those covered in item (i)), other than
Section 7.5(b) insofar as it relates to Section 6.6 and (iii) until the third
anniversary of the Closing Date insofar as the representation contained in
Section 7.5(b) relates to Section 6.6.

                                    The representations and warranties given by
the Stockholders and their obligation to indemnify shall survive only until the
Closing in the case of the representation and warranty given according to
Section 6.13(x) for periods after 1996 and in the case of all other
representations and warranties but only to the extent they may apply to the
subject matter covered by Section 6.13(x).

          ARTICLE VIII. REPRESENTATIONS AND WARRANTIES AND COVENANTS OF
                               BENTLEY AND NEWCO

         Section 8.1 Organization and Authority.

         Each of Bentley and Newco:

                           (i) is a corporation duly incorporated and/or
organized, validly existing in good standing under the laws of the jurisdiction
of its incorporation; and

                           (ii) has all requisite power and authority (corporate
and other) to own, lease, operate or otherwise hold its properties, to conduct
its business as currently conducted and as currently proposed to be conducted.

                                      -22-

         Section 8.2 Contravention; Validity.

                  (a) The execution, delivery and performance by Bentley and
Newco of this Agreement and each of the other documents and agreements related
to any of the foregoing, the consummation by Bentley and Newco of the
transactions contemplated hereby and compliance by Bentley and Newco with all of
the provisions of this Agreement, will not, with or without the giving of
notice, the passage of time or both, (i) result in any breach or violation of,
or conflict with, any statute, law (including any judicial decision), or any
judgment, writ, injunction, order, rule, award, decree or regulation of any
court, governmental authority or arbitration board or other tribunal; (ii)
violate or result in any breach of any of the provisions of, or constitute a
default under, give rise to a right of termination or cancellation of, or
accelerate the performance required by any terms of, as the case may be, any
indenture, mortgage, agreement, lease, license, note, permit, franchise,
contract, deed of trust or other instrument to which Bentley, Newco or any of
their respective properties is a party or by which either of them or any of
their respective properties may be bound, or result in the creation of any Lien
upon any of the properties or assets owned by Bentley or Newco; or (iii) violate
or conflict with any provision of the articles of incorporation, the by-laws, or
other governing agreement of Bentley or Newco.

                  (b) This Agreement has been duly and validly executed and
delivered by Bentley and Newco and constitutes the valid and binding obligation
of Bentley and Newco, enforceable against each of them in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

                  (c) Consents. The execution, delivery and performance of this
Agreement, and all other documents and agreements related hereto are within
Bentley's and Newco's corporate powers, have been duly authorized by all
necessary corporate action on the part of Bentley and Newco and do not and will
not require any consent or approval of any Person (other than consents or
approvals which have been obtained) or any authorization, consent or approval
by, or registration, qualification, declaration or filing with, or notice to any
U.S. federal, state, municipal or other governmental body, official, department,
commission, board, bureau, agency or instrumentality (other than actions and
filings that have been taken or made).

         Section 8.3 Bentley Financial Statements. Bentley has furnished to the
Stockholders and Innovatech (as an Appendix to the Bentley Information Statement
dated March 31, 2000 delivered to the Stockholders and Innovatech) complete and
accurate copies of audited financial statements of Bentley for the two fiscal
years ended December 31, 1999 and 1998 (the 1999 audit being subject to final
signature by the auditors) (the "Bentley Financial Statements"). The Bentley
Financial Statements have been prepared in accordance with U.S. generally
accepted accounting principles, applied on a consistent basis during the
respective periods. The Bentley Financial Statements present fairly the assets,
liabilities, retained earnings, profit and loss and the financial position of
Bentley as of such dates and the results of its operations and changes in cash
flows for such periods.

                                      -23-

         Section 8.4 Full Disclosure. None of this Agreement (including all
Exhibits and Schedules hereto and any other agreements or documents delivered on
the Closing Date), or any written report or Bentley Financial Statement
delivered or furnished to Innovatech or the Stockholders by or on behalf of
Bentley pursuant to or in connection with this Agreement or the transactions
contemplated hereby, contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements contained herein or
therein not misleading in light of the circumstances under which they were made.

         Section 8.5 Class B Shares. Except for any rights granted to the holder
of Bentley's Series A Preferred Stock, all holders of Class B Shares of Bentley
have the same rights in the event of a sale of shares of Bentley.

         Section 8.6 Delivery of Financial Statements. Bentley shall furnish to
Innovatech and the Stockholders copies of its annual audited financial
statements, no later than 30 days following the issuance thereof. Innovatech and
the Stockholders shall keep such information confidential at all times.

         Section 8.7 Survival. The representations contained in this Article
VIII shall survive (i) forever, in the case of Section 8.2(b), (ii) until the
18th month anniversary of the Closing Date in the case of all other
representations (except Section 8.3), and (iii) until the third anniversary of
the Closing Date in the case of Section 8.3.

         Section 8.8 Dividends. Within 30 days after the Closing, Bentley shall
cause HMR to pay the accrued and unpaid dividends on the Class B and D shares of
HMR through February 29, 2000, in an amount not to exceed CDN$135,000
(Innovatech's share being CDN$47,074)

                          ARTICLE IX. INDEMNIFICATION

         Section 9.1 By the Stockholders. Subject to Section 9.4, each
Stockholder shall, jointly (and not solidarily), defend, indemnify and hold
Bentley and Newco harmless from and against any losses, liabilities or damages
resulting from or arising out of (i) the failure of any representation or
warranty of such Stockholder to be true and accurate in all respects as of the
date of this Agreement or as of the date when made, as the case may be, and (ii)
the failure of such Stockholder to perform any agreement required to be
performed by him, her or it under this Agreement.

         Section 9.2 By Bentley and Newco. Subject to Section 9.4, Bentley and
Newco shall defend, indemnify and hold the Company and the Stockholders harmless
from and against any losses, liabilities or damages resulting from or arising
out of (i) the failure of any representation or warranty of Bentley to be true
and accurate in all respects as of the date of this Agreement, and (ii) the
failure of Bentley or Newco to perform any agreement required to be performed by
it under this Agreement.

         Section 9.3 Procedure.

                                      -24-

                  (a) A party with the obligation to indemnify under Section 9.1
or 9.2 is hereinafter referred to as the "Indemnifying Party". A party
indemnified under Section 9.1 or 9.2, as the case may be, is hereinafter
referred to as the "Indemnified Party. "

                  (b) Promptly after receipt by an Indemnified Party of notice
of any claim, action, or proceeding with respect to which an Indemnified Party
is entitled to indemnity hereunder (a "Claim"), such Indemnified Party will
notify the Indemnifying Party of such claim or the commencement of such action
or proceeding; provided, however, that the failure of an Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of his
or its obligations under this Section with respect to such Indemnified Party,
except to the extent that the Indemnifying Party is actually prejudiced by such
failure. If the Claim arises out of a claim, action or proceeding made or
commenced by a third party against the Indemnified Party, the Indemnifying Party
will promptly assume the defense of such Claim, will employ counsel reasonably
satisfactory to the Indemnified Party and will pay the fees and expenses of such
counsel. The Indemnified Party shall not settle any Claim without the prior
written consent of the Indemnifying Party, unless the Indemnifying Party shall
have failed to promptly (but in any event not later than 20 days following of
receipt of the notice from the Indemnified Party) and fully assume the defense
of the Indemnified Party, in which case the Indemnifying Party shall promptly
pay the amount of any settlement and all related expenses.

         Section 9.4 Limitations. The following limitations shall apply to the
foregoing indemnification obligations:

                  (a) All claims for indemnification arising out of a breach of
a representation or warranty shall be made on or before the expiration date of
the applicable survival period for such representation or warranty;

                  (b) All claim for indemnification arising out of the failure
to perform an obligation required to be performed under this Agreement shall be
made on or before the third anniversary of the date when such agreement was to
be performed and completed; and

                  (c) Neither Bentley, the Stockholders nor Innovatech shall be
entitled to indemnification on account of breach or inaccuracy of
representations or warranties until the aggregate amount of their respective
claims exceeds CDN$275,000 (the "Threshold") but only to the extent that such
claims exceed the Threshold. No Threshold shall apply with respect to the
representations made in Sections 7.1, 7.2, 7.3, 7.6 and 7.7(a) and (b) and
Section 8.1(b). The Threshold shall be reduced by the full amount of any
shortfalls, if any, in the Canadian tax credits realized by HMR below the
amounts reflected in its financial statements.

                  (d) In measuring Bentley's damages, account shall be taken of
Bentley's 25% ownership of HMR's Class A shares prior to the Closing.

                  (e) The liability of an Indemnifying Party (other than Bentley
and Newco) shall be limited to the portion of the applicable Purchase Price
received by each such Indemnifying Party.

                  (f) A Stockholder's or Innovatech's indemnification obligation
may, at its or his election, be satisfied by delivery of shares of Buyer Stock
or Exchangeable Shares, as

                                      -25-

the case may be, having a fair market value equal to the amount of the
indemnification obligation. For purposes of this paragraph only, the fair market
value of shares of Buyer Stock or Exchangeable Shares as the case may be, shall
be the then fair market value thereof, as determined in good faith by Bentley's
Board of Directors but not less than US$14.58 per share of Buyer Stock or
Exchangeable Shares, as applicable (subject to appropriate adjustments for stock
splits, recapitalizations and similar events).

                            ARTICLE X. MISCELLANEOUS

         Section 10.1 Confidentiality of Agreement. The terms of this Agreement
shall remain confidential. In no event shall either party disclose the terms of
this Agreement without the prior written consent of the other party; provided,
however, the parties may announce publicly the signing of this Agreement in the
form of one or more press releases or joint announcements, all mutually approved
by the parties, and both parties may thereafter freely communicate to the public
the information contained in such press releases and announcements.

         Section 10.2 Entire Agreement. This Agreement, together with the
Exhibits and Schedules hereto, sets forth the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and, except
as specifically provided herein, supersedes and merges all prior oral and
written agreements, discussions and understandings between the parties with
respect to the subject matter hereof, and neither of the parties shall be bound
by any conditions, inducements or representations other than as expressly
provided for herein.

         Section 10.3 Notices. Any notice required or permitted to be given
hereunder, shall, except where specifically provided otherwise, be given in
writing to the person listed below by registered mail or overnight delivery
service, and the date upon which any such notice is received at the designated
address shall be deemed to be the date of such notice. Any notice shall be
delivered as follows:

                  If to HMR:        HMR Inc.
                                    1924 avenue du Cheminot
                                    Beauport, Quebec, Canada
                                    GIE 4M1
                                    Attention:       Stylianos Camateros
                                                     President

                  If to Bentley, Newco or QuebecCo:

                                    Bentley Systems, Incorporated
                                    690 Pennsylvania Drive
                                    Exton, PA  19341
                                    Attention:       General Counsel

                                      -26-

                  with a copy to:

                                    Schnader Harrison Segal & Lewis LLP
                                    Suite 3600
                                    1600 Market Street
                                    Philadelphia, PA  19103
                                    Attention:       Yves Quintin

                  If to the Stockholders or any of them, to the Agent:

                                    Stylianos Camateros
                                    c/o HMR Inc.
                                    1924 avenue du Cheminot
                                    Beauport, Quebec, Canada GIE 4M1

                  With copies to:

                                    Paul Grenier
                                    c/o Groupe Hauts-Monts Inc.
                                    1924 Avenue du Cheminot
                                    Beauport, Quebec, Canada GIE 4M1

or addressed to such other address as that party may have given by written
notice in accordance with this provision.

         Section 10.4 Amendments; Modifications. This Agreement may not be
amended or modified except in a writing duly executed by the parties hereto.

         Section 10.5 Assignment. Bentley shall have the right to assign this
Agreement, or any part thereof, with the prior written consent of HMR (which
consent shall not be unreasonably withheld), to an Affiliate Controlled by
Bentley, so long, however, as Bentley shall remain solidarily and primarily
liable for the obligations of such Affiliate hereunder. Neither HMR nor any
Stockholders shall assign this Agreement or any part thereof, without the prior
written consent of Bentley, which consent may be withheld in Bentley's entire
discretion.

         Section 10.6 Severability. The provisions of this Agreement shall be
severable, and if any of them are held invalid or unenforceable for any reason,
such provision shall be adjusted to the minimum extent necessary to cure such
invalidity. The invalidity or unenforceability of one or more of the provisions
contained in this Agreement shall not affect any other provisions of this
Agreement.

         Section 10.7 Waiver. Any delay or forbearance by either party in
exercising any right hereunder shall not be deemed a waiver of that right.

         Section 10.8 Governing Law. This Agreement shall be governed by and
interpreted in accordance with the substantive laws of the Province of Quebec,
without regard to

                                      -27-

rules of conflict of laws, except however, to the extent US federal and/or state
(US) securities laws shall apply to the offer or sale of the Buyer Stock.

         Section 10.9 Arbitration. In the event of a dispute between the
parties, the parties shall submit to binding arbitration before a panel of three
arbitrators (except that if the dispute relates to a claim which, together with
any counterclaims, amounts to less than US $100,000, then one single arbitrator)
in Toronto, Ontario, under the Rules of Conciliation and Arbitration of the
International Chamber of Commerce except that temporary restraining orders or
preliminary injunctions, or their equivalent, may be obtained from any court of
competent jurisdiction. The pre-hearing (including discovery) and hearing
proceedings in the arbitration shall be governed by the laws of the Province of
Quebec. The decision of the arbitrator shall be final and binding with respect
to the dispute subject to the arbitration and shall be enforceable in any court
of competent jurisdiction. Each party shall bear its own expenses, attorney's
fees and costs incurred in such arbitration. The language of the arbitration
shall be English.

         Section 10.10 Expenses. The Stockholders, Bentley and Newco shall pay
their own fees, expenses and disbursements, including the fees and expenses of
their respective counsel, accountants and other experts, in connection with the
subject matter of this Agreement and all other costs and expenses incurred in
performing and complying with all conditions to be performed under this
Agreement. The Company shall not bear any fees or expenses in connection with
the transactions contemplated hereby.

         Section 10.11 Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one agreement.

         Section 10.12 Construction. This Agreement is the product of joint
draftsmanship and shall not be construed against one party more strictly than
against the other.

         Section 10.13 "Knowledge." When any representation or warranty
contained in this Agreement is expressly qualified by reference "to the
knowledge" of a party hereto, it is understood and acknowledged that reference
is made to the actual knowledge of such party without obligation to make any
search or inquiry and, in the case of the Company or a Subsidiary or a corporate
Stockholder, such knowledge shall include the actual knowledge of officers,
managers and directors (other than any director representing Bentley on the
Board of the Company) of the Company, Subsidiary or corporate Stockholder, as
the case may be. For purposes hereof, "managers" shall mean, in the case of the
Company, the President, Executive Vice-President and all Vice Presidents and all
persons responsible for finance, administration, sales, marketing and research
and development and, in the case of a Subsidiary or corporate Stockholder, all
persons fulfilling similar functions (whether or not with the same titles).

         Section 10.14 Currency. If for any purpose, including the obtaining of
judgment in any court, it is necessary to convert a sum due hereunder from the
currency in which it is payable (the "Payment Currency") into another currency
(the "Judgment Currency"), the parties hereto agree, to the fullest extent that
they may lawfully and effectively do so, that the rate of exchange used shall be
that at which Bentley could purchase the Payment Currency with the

                                      -28-

Judgment Currency in the foreign exchange market in Philadelphia on the business
day preceding the date of final judgment.

         Section 10.15 Time of Essence. Time is of the essence of this Agreement
and the mere lapse of time shall have the effects contemplated herein and by
law.

         Section 10.16 Language. The parties recognize that they have requested
that this Agreement and all ancillary documents be drawn up in the English
language only. Les parties reconnaissent avoir exige que cette convention ainsi
que tous les documents y afferents soient rediges en anglais seulement.

         Section 10.17 Headings. The headings in this Agreement are inserted
merely for the purpose of convenience and shall not affect the meaning or
interpretation of this Agreement.

                  IN WITNESS WHEREOF, this Agreement has been executed by or on
behalf of each of the parties hereto as of the date first above written.

                                     BENTLEY SYSTEMS, INCORPORATED

ATTEST:

                                     By:  /s/ David Nation
- -------------------------------         ---------------------------------------
                                     Name:  David Nation

                                     90990-0960 QUEBEC INC.

ATTEST:

                                     By:  /s/ David Nation
- -------------------------------         ---------------------------------------
                                     Name:  David Nation

                                     9090-0952 QUEBEC INC.

ATTEST:

                                     By:  /s/ David Nation
- -------------------------------         ---------------------------------------
                                     Name:  David Nation

                                     HMR, INC.

                                      -29-

ATTEST:

                                     By:  /s/  Stylianos Camateros
- -------------------------------         ---------------------------------------
                                     Name:  Stylianos Camateros

                                     SOCIETE INNOVATECH QUEBEC ET
                                     CHAUDIERE APPALACHES

ATTEST:

                                     By:  /s/ Francine Laurent
- -------------------------------         ---------------------------------------
                                     Name:  Francine Laurent

ATTEST:

                                     By:
- -------------------------------         ---------------------------------------
                                     Name:

                                     GROUPE HAUTS-MONTS, INC.

ATTEST:

                                     By:  /s/ Paul Grenier
- -------------------------------         ---------------------------------------
                                     Name:  Paul Grenier

                                     PLACEMENTS P.  GRENIER INC.

ATTEST:

                                     By:  /s/  Paul Grenier
- -------------------------------         ---------------------------------------
                                     Name:  Paul Grenier

                                     PLACEMENTS MORAS INC.

ATTEST:

                                     By:  /s/  Pierre Gingras
- -------------------------------         ---------------------------------------
                                     Name:  Pierre Gingras

                                      -30-

                                     PLACEMENTS P. SMITH INC.

ATTEST:

                                     By:  /s/  Paul Smith
- -------------------------------         ---------------------------------------
                                     Name:  Paul Smith

                                     IMMEUBLES CHAMPETTRES, INC.

ATTEST:

                                     By:  /s/  Paul Grenier
- -------------------------------         ---------------------------------------
                                     Name:  Paul Grenier

                                     STYLIANOS CAMATEROS

ATTEST:

                                     By:  /s/ Stylianos Camateros
- -------------------------------         ---------------------------------------
                                     Name:  Stylianos Camateros

                                      -31-

                                    ANNEX C

                      SCHEDULE TO STOCK PURCHASE AGREEMENT

                 PROVISIONS ATTACHING TO EXCHANGEABLE SHARES

      The Exchangeable Shares in the capital of the Company shall have the
following rights, privileges, restrictions and conditions:

                                    ARTICLE 1
                                 INTERPRETATION

      1.1   For the purposes of these share provisions:

            "ACQUISITION OF CONTROL" for purposes of these share provisions
shall be deemed to have occurred if:

                  (i) Any person, firm or corporation acquires directly or
            indirectly the Beneficial Ownership (as defined in Section 13(d) of
            the United States Securities Exchange Act of 1934, as amended) of
            any voting security of Buyer and immediately after such acquisition,
            the acquirer has Beneficial Ownership of voting securities
            representing 50% or more of the total voting power of all the
            then-outstanding voting securities of Buyer;

                  (ii) The stockholders of Buyer shall approve a merger,
            consolidation, recapitalization or reorganization of Buyer or
            consummation of any such transaction if stockholder approval is not
            sought or obtained, other than any such transaction which would
            result in at least 75% of the total voting power represented by the
            voting securities of the surviving entity outstanding immediately
            after such transaction being Beneficially Owned by holders of
            outstanding voting securities of Buyer immediately prior to the
            transaction, with the voting power of each such continuing holder
            relative to such other continuing holders being not altered
            substantially in the transaction; or

                  (iii) The stockholders of Buyer shall approve a plan of
            complete liquidation of Buyer or an agreement for the sale or
            disposition by the Company of all or a substantial portion of
            Buyer's assets (i.e. 50% or more in value of the total assets of
            Buyer).

            "AFFILIATE" of any person means any other person directly or
indirectly controlled by, or under common control of, that person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlled by" and "under common control of"), as applied to any
person, means the possession by another person, directly or indirectly, of the
power to direct or cause the direction of the management and policies of that
first mentioned person, whether through the ownership of voting securities, by
contract or otherwise.

            "AUTOMATIC REDEMPTION DATE" means the date for the automatic
redemption by the Company of Exchangeable Shares pursuant to Article 7 of these
share provisions, which date shall be the earlier of December 31, 2002 or one
year after an initial public offering by Bentley of its Buyer Common Stock,
unless (a) such date shall be extended at any time or from time to time to a
specified later date by the Board of Directors or (b) such date shall be
accelerated at any time to a specified earlier date by the Board of Directors
(A) if at such time there are less than such number as represents 15% of the
Exchangeable Shares initially issued to the holders of Exchangeable Shares
(other than Exchangeable Shares held by Buyer and its Affiliates and as such
number of shares may be adjusted as deemed appropriate by the Board of Directors
to give effect to any subdivision or consolidation of or stock dividend on the
Exchangeable Shares, any issue or distribution of rights to acquire Exchangeable
Shares or securities exchangeable for or convertible into Exchangeable Shares,
any issue or distribution of other securities or rights or evidences of
indebtedness or assets, or any other capital reorganization or other transaction
affecting the Exchangeable Shares), or (B) if at such time there is an
Acquisition of Control (but only if such Acquisition of Control entitles the
holders of Buyer Common Stock to receive cash or marketable securities of a
publicly traded company, or a combination thereof), in each case upon at least
ten (10) days' prior written notice of any such extension or acceleration, as
the case may be, to the registered holders of the Exchangeable Shares, in which
case the Automatic Redemption Date shall be such later or earlier date.

            "AUTOMATIC REDEMPTION" has the meaning ascribed thereto in Section
7.1 of these share provisions.

            "BOARD OF DIRECTORS" means the Board of Directors of the Company.

            "BUSINESS DAY" means any day other than a Saturday, a Sunday or a
day when banks are not open for business in Quebec, Quebec or Philadelphia,
Pennsylvania.

            "BUYER" means Bentley Systems, Incorporated, a corporation organized
under the laws of Delaware, and any successor corporation.

            "BUYER COMMON STOCK" means the shares of Class B Non-Voting Common
Stock of Buyer and any other securities into which such shares may be changed.

            "BUYER DECLARATION DATE" means the date on which the board of
directors of Buyer declares a dividend on the Buyer Common Stock.

            "QUEBECCO" means 9090-0952 Quebec Inc., a corporation incorporated
under the laws of the Province of Quebec, a wholly-owned subsidiary of Buyer.

            "COMMON SHARES" means the voting common shares of the Company.

            "COMPANY" means 9090-0960 Quebec Inc., a corporation incorporated
under the laws of the Province of Quebec.

            "COMPANY LAW" means the Companies Act (Quebec).

                                      -2-

            "EXCHANGEABLE SHARES" mean the Exchangeable Shares of the Company
having the rights, privileges, restrictions and conditions set forth herein.

            "LIQUIDATION AMOUNT" has the meaning ascribed thereto in Section 5.1
of these share provisions.

            "LIQUIDATION CALL RIGHT" has the meaning ascribed thereto in Annex D
of the Stock Purchase Agreement.

            "LIQUIDATION DATE" has the meaning ascribed thereto in Section 5.1
of these share provisions.

            "PUT RIGHT" has the meaning ascribed thereto in Annex D of the Stock
Purchase Agreement.

            "REDEMPTION CALL PURCHASE PRICE" has the meaning ascribed thereto in
Annex D of the Share Purchase Agreement.

            "REDEMPTION CALL RIGHT" has the meaning ascribed thereto in Annex D
of the Stock Purchase Agreement.

            "REDEMPTION PRICE" has the meaning ascribed thereto in Section 7.1
of these share provisions.

            "RETRACTION CALL RIGHT" has the meaning ascribed thereto in Annex D
of the Stock Purchase Agreement.

            "RETRACTION DATE" has the meaning ascribed thereto in Section 6.1(b)
of these share provisions.

            "RETRACTION PRICE" has the meaning ascribed thereto in Section 6.1
of these share provisions.

            "RETRACTION REQUEST" has the meaning ascribed thereto in Section 6.1
of these share provisions.

            "RETRACTED SHARES" has the meaning ascribed thereto in Section
6.1(a) of these share provisions.

            "STOCK PURCHASE AGREEMENT" means the Stock Purchase Agreement
bearing formal date of April 26, 2000 by and among Buyer, the Company, QuebecCo,
HMR Inc. and the Stockholders named therein.

            "SUPPORT AGREEMENT" means the Support Agreement between Buyer, the
Company and the Stockholders named therein.

                                      -3-

                                    ARTICLE 2
                         RANKING OF EXCHANGEABLE SHARES

      2.1 The Exchangeable Shares shall be entitled to a preference, as provided
in Articles 3 and 5, over the Common Shares and any other shares ranking junior
to the Exchangeable Shares with respect to the payment of dividends and the
distribution of assets in the event of the liquidation, dissolution or
winding-up of the Company, whether voluntary or involuntary, or any other
distribution of the assets of the Company among its shareholders for the purpose
of winding up its affairs.

                                    ARTICLE 3
                                    DIVIDENDS

      3.1 A holder of an Exchangeable Share shall be entitled to receive and the
Board of Directors shall, subject to applicable law, on each Buyer Declaration
Date, declare a dividend on each Exchangeable Share (a) in the case of a cash
dividend declared on the Buyer Common Stock, in an amount in cash (in U. S.
dollars) for each Exchangeable Share equal to the cash dividend declared on each
share of Buyer Common Stock or (b) in the case of a stock dividend declared on
the Buyer Common Stock to be paid in Buyer Common Stock, in such number of
shares of Buyer Common Stock for each Exchangeable Share as is equal to the
number of shares of Buyer Common Stock to be paid on each share of Buyer Common
Stock or (c) in the case of a dividend declared on the Buyer Common Stock in
property other than cash or Buyer Common Stock, in such type and amount of
property for each Exchangeable Share as is the same as or economically
equivalent to (to be determined by the Board of Directors as contemplated by
Section 2.6 of the Support Agreement) the type and amount of property declared
as a dividend on each share of Buyer Common Stock. Such dividends shall be paid
out of money, assets or property of the Company properly applicable to the
payment of dividends, or out of authorized but unissued shares of the Company.
Any dividend which should have been declared on the Exchangeable Shares pursuant
to this Section 3.1 but was not so declared due to the provisions of applicable
law shall be declared and paid by the Company on a subsequent date or dates
determined by the Board of Directors.

      3.2 Cheques of the Company payable at par and in U.S. dollars at any
branch of the bankers of the Company shall be issued in respect of any cash
dividends contemplated by Section 3.1(a) hereof and the sending of such a cheque
to each holder of an Exchangeable Share shall satisfy the cash dividend
represented thereby unless the cheque is not paid on presentation. Certificates
registered in the name of the registered holder of Exchangeable Shares shall be
issued or transferred in respect of any stock dividends contemplated by Section
3.1(b) hereof and the sending of such a certificate to each holder of an
Exchangeable Share shall satisfy the stock dividend represented thereby. Such
other type and amount of property in respect of any dividends contemplated by
Section 3.1(c) hereof shall be issued, distributed or transferred by the Company
in such manner as it shall determine and the issuance, distribution or transfer
thereof by the Company to each holder of an Exchangeable Share shall satisfy the
dividend represented thereby. No holder of an Exchangeable Share shall be
entitled to recover by action or other legal process against the Company any
dividend that is represented by a cheque that has not been duly presented to the
Company's bankers for payment or that otherwise remains unclaimed for a period
of three (3) years from the date on which such dividend was payable.

                                      -4-

      3.3 The record date for the determination of the holders of Exchangeable
Shares entitled to receive payment of, and the payment date for, any dividend
declared on the Exchangeable Shares under Section 3.1 hereof shall be the same
dates as the record date and payment date, respectively, for the corresponding
dividend declared on the Buyer Common Stock provided, however, that if such date
is not a Business Day, it shall be the immediately following Business Day.

      3.4 If on any payment date for any dividends declared on the Exchangeable
Shares under Section 3.1 hereof the dividends are not paid in full on all of the
Exchangeable Shares then outstanding, any such dividends that remain unpaid
shall be paid on a subsequent date or dates determined by the Board of Directors
on which the Company shall have sufficient moneys, assets or property properly
applicable to the payment of such dividends.

                                    ARTICLE 4
                              CERTAIN RESTRICTIONS

      4.1 So long as any of the Exchangeable Shares are outstanding, the Company
shall not at any time without, but may at any time with, the approval of the
holders of the Exchangeable Shares given as specified in Section 10.2 of these
share provisions:

            (a) pay any dividends on the Common Shares or any other shares
      ranking junior to the Exchangeable Shares, other than stock dividends
      payable in Common Shares or any such other shares ranking junior to the
      Exchangeable Shares, as the case may be;

            (b) redeem, or purchase or make any capital distribution in respect
      of Common Shares or any other shares ranking junior to the Exchangeable
      Shares;

            (c) redeem or purchase any other shares of the Company ranking
      equally with the Exchangeable Shares with respect to the payment of
      dividends or on any liquidation distribution; or

            (d) issue any other shares of the Company ranking superior to the
      Exchangeable Shares with respect to the payment of dividends or on any
      liquidation distribution.

      The restrictions in Sections 4.1(a), 4.1(b), 4.1(c) and 4.1(d) above shall
not apply if all dividends on the outstanding Exchangeable Shares corresponding
to dividends declared following the initial date of issue of Exchangeable Shares
on the Buyer Common Stock shall have been declared on the Exchangeable Shares
and paid in full.

                                      -5-

                                    ARTICLE 5
                           DISTRIBUTION ON LIQUIDATION

      5.1 In the event of the liquidation, dissolution or winding-up of the
Company or any other distribution of the assets of the Company among its
shareholders for the purpose of winding up its affairs, a holder of Exchangeable
Shares shall be entitled, subject to applicable law, to receive from the Company
in respect of each Exchangeable Share held by such holder on the effective date
(the "LIQUIDATION DATE") of such liquidation, dissolution or winding-up, before
any distribution of any part of the assets of the Company among the holders of
the Common Shares or any other shares ranking junior to the Exchangeable Shares,
one (1) share of Buyer Common Stock, plus an amount equivalent to the full
amount of all declared and unpaid dividends on each such Exchangeable Share and
all dividends declared on Buyer Common Stock which have not been declared on
such Exchangeable Shares in accordance with Section 3.1 of these share
provisions (collectively the "LIQUIDATION AMOUNT"), provided that if the record
date for any such declared and unpaid dividends occurs on or after the
Liquidation Date, the Liquidation Amount shall not include such additional
amount equivalent to such dividends.

      5.2 On or after the Liquidation Date and subject to the exercise by
QuebecCo of the Liquidation Call Right, the Company shall cause to be delivered
to the holders of the Exchangeable Shares the Liquidation Amount (less any tax
required to be deducted and withheld therefrom by the Company) for each such
Exchangeable Share upon presentation and surrender of the certificates
representing such Exchangeable Shares, together with such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under
the Company Law and the by-laws of the Company and such additional documents and
instruments as the Company may reasonably require, at any office and in any
manner whatsoever as may be specified by the Company by notice to the holders of
the Exchangeable Shares. Payment of the total Liquidation Amount for such
Exchangeable Shares shall be made by the Company, or on behalf of the Company by
an authorized agent, by delivery to each holder at the address of the holder
recorded in the securities register of the Company or by holding for pick up by
the holder at any office as may be specified by the Company by notice to the
holders of Exchangeable Shares, certificates representing shares of Buyer Common
Stock (which shares shall be duly issued as fully paid and non-assessable and
shall be free and clear of any lien, claim, encumbrance, security interest or
adverse claim) registered in the name of the holder and a cheque of the Company
payable at par and in U.S. dollars at any branch of the bankers of the Company
in respect of the amount equivalent to the full amount of all declared and
unpaid dividends and all dividends declared on shares of Buyer Common Stock
which have not been declared on such Exchangeable Shares in accordance with
Section 3.1 of these share provisions comprising part of the total Liquidation
Amount (less any tax required to be deducted and withheld therefrom by the
Company) without interest. On and after the Liquidation Date, the holders of the
Exchangeable Shares shall cease to be holders of such Exchangeable Shares and
shall not be entitled to exercise any of the rights of holders in respect
thereof, other than the right to receive their proportionate part of the total
Liquidation Amount, unless payment of the total Liquidation Amount for such
Exchangeable Shares shall not be made upon presentation and surrender of share
certificates in accordance with the foregoing provisions, in which case the
rights of the holders shall remain unaffected until the total Liquidation Amount
has been paid in the manner hereinbefore provided. The Company shall have the
right at any time on or after the Liquidation Date to deposit or cause to be
deposited the total Liquidation Amount in respect of

                                      -6-

the Exchangeable Shares represented by certificates that have not at the
Liquidation Date been surrendered by the holders thereof with an authorized
agent of the Company including, without limitation, any chartered bank or trust
company in Canada. Upon such deposit being made, the rights of the holders of
Exchangeable Shares after such deposit shall be limited to receiving their
proportionate part of the total Liquidation Amount so deposited (less any tax
required to be deducted and withheld therefrom) without interest for such
Exchangeable Shares against presentation and surrender of the said certificates
held by them, respectively, in accordance with the foregoing provisions. In the
event such payment or deposit of the total Liquidation Amount is made pursuant
to the provisions of this Section 5.2, the holders of the Exchangeable Shares
shall thereafter be considered and deemed for all purposes to be the holders of
the Buyer Common Stock delivered to them. To the extent that the amount of tax
required to be deducted or withheld from any payment to a holder of Exchangeable
Shares exceeds the cash portion of such payment, the Company is hereby
authorized to sell or otherwise dispose of at fair market value such portion of
the property then payable to the holder as is necessary to provide sufficient
funds to the Company in order to enable it to comply with such deduction or
withholding requirement and the Company shall give an accounting to the holder
with respect thereto and any balance of such proceeds of sale.

      5.3 After the Company has satisfied its obligations to pay the holders of
the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant
to Section 5.1 of these share provisions, such holders shall not be entitled to
share in any further distribution of the assets of the Company.

                                    ARTICLE 6
                 RETRACTION OF EXCHANGEABLE SHARES BY HOLDER

      6.1 A holder of Exchangeable Shares shall be entitled at any time, subject
to applicable law and subject to the exercise by QuebecCo of the Retraction Call
Right, to require the Company, on no more than two occasions for any one holder,
to redeem all or a portion, of the Exchangeable Shares registered in the name of
such holder for one (1) share of Buyer Common Stock for each Exchangeable Share
presented and surrendered by the holder, plus an amount equivalent to the full
amount of all declared and unpaid dividends thereon and all dividends declared
on Buyer Common Stock which have not been declared on such Exchangeable Shares
in accordance with Section 3.1 of these share provisions (collectively the
"RETRACTION PRICE"), provided that if the record date for any such declared and
unpaid dividends occurs on or after the Retraction Date, the Retraction Price
shall not include such additional amount equivalent to such dividends. To effect
such retraction, the holder shall present and surrender, at the registered
office of the Company or at any other office and in any manner whatsoever as may
be specified by the Company by notice to the holders of Exchangeable Shares, the
certificate or certificates representing the Exchangeable Shares which the
holder desires to have the Company redeem, together with such other documents
and instruments as may be required to effect a transfer of Exchangeable Shares
under the Company Law and the by-laws of the Company and such additional
documents and instruments as the Company may reasonably require, and together
with a duly executed statement (the "RETRACTION REQUEST") in the form of
Schedule A hereto or in such other form as may be acceptable to the Company:

                                      -7-

            (a) specifying that the holder desires to have any number specified
      therein of the Exchangeable Shares represented by such certificate or
      certificates (the "RETRACTED SHARES") redeemed by the Company;

            (b) stating the Business Day on which the holder desires to have the
      Company redeem the Retracted Shares (the "RETRACTION DATE"), provided that
      the Retraction Date shall be not less than ten (10) Business Days nor more
      than fifteen (15) Business Days after the date on which the Retraction
      Request is received by the Company and further provided that, in the event
      that no such Business Day is specified by the holder in the Retraction
      Request, the Retraction Date shall be deemed to be the tenth Business Day
      after the date on which the Retraction Request is received by the Company;
      and

            (c) acknowledging the Retraction Call Right in favour of QuebecCo.

      6.2 Subject to the exercise by QuebecCo of the Retraction Call Right, upon
receipt by the Company in the manner specified in Section 6.1 hereof of a
certificate or certificates representing all of the Exchangeable Shares owned by
the relevant holder, together with a duly executed and completed Retraction
Request, and provided that the Retraction Request is not revoked by the holder
in the manner specified in Section 6.6, the Company shall redeem the Retracted
Shares effective at the close of business on the Retraction Date.

      6.3 On the Retraction Date and subject to the exercise by QuebecCo of the
Retraction Call Right, the Company shall cause to be delivered to the relevant
holder, at the address of the holder recorded in the securities register of the
Company or at the address specified in the holder's Retraction Request or by
holding for pick up by the holder at any office as may be specified by the
Company by notice to the holders of Exchangeable Shares, by or on behalf of the
Company, certificates representing the Buyer Common Stock (which shares shall be
duly issued as fully paid and non-assessable and shall be free and clear of any
lien, claim, encumbrance, security interest or adverse claim) registered in the
name of the holder and a cheque of the Company payable at par and in U.S.
dollars at any branch of the bankers of the Company in respect of the additional
amount equivalent to the full amount of all declared and unpaid dividends and
all dividends declared on Buyer Common Stock which have not been declared on
such Retracted Shares in accordance with Section 3.1 of these share provisions
comprising part of the total Retraction Price (less any tax required to be
deducted and withheld therefrom by the Company) and delivery of such
certificates and cheque by or on behalf of the Company, as the case may be,
shall be deemed to be payment of and shall satisfy and discharge all liability
for the total Retraction Price, to the extent that the same is represented by
such share certificates and cheque (less any tax required and in fact deducted
and withheld therefrom and remitted to the proper tax authority), unless such
cheque is not paid on due presentation. To the extent that the amount of tax
required to be deducted or withheld from any payment to a holder of Exchangeable
Shares exceeds the cash portion of such payment, the Company is hereby
authorized to sell or otherwise dispose of at fair market value such portion of
the property then payable to the holder as is necessary to provide sufficient
funds to the Company in order to enable it to comply with such deduction or
withholding requirement and shall give an accounting to the holder with respect
thereto and any balance of such proceeds of sale.

                                      -8-

      6.4 On and after the close of business on the Retraction Date, the holder
of the Retracted Shares shall cease to be a holder of such Retracted Shares and
shall not be entitled to exercise any of the rights of a holder in respect
thereof, other than the right to receive his proportionate part of the total
Retraction Price, unless payment of the total Retraction Price shall not be made
upon presentation and surrender of certificates in accordance with the foregoing
provisions, in which case the rights of such holder shall remain unaffected
until the total Retraction Price has been paid in the manner hereinbefore
provided. On and after the Retraction Date, provided that presentation and
surrender of certificates and payment of the total Retraction Price has been
made in accordance with the foregoing provisions, the holder of the Retracted
Shares so redeemed by the Company shall thereafter be considered and deemed for
all purposes to be a holder of the Buyer Common Stock delivered to it.

      6.5 Notwithstanding any other provision of this Article 6, the Company
shall not be obligated to redeem Retracted Shares specified by a holder in a
Retraction Request to the extent that such redemption of Retracted Shares would
be contrary to solvency requirements or other provisions of applicable law. If
the Company believes that on any Retraction Date it would not be permitted by
any of such provisions to redeem the Retracted Shares tendered for redemption on
such date, and provided that QuebecCo shall not have exercised the Retraction
Call Right with respect to the Retracted Shares, the Company shall only be
obligated to redeem Retracted Shares specified by a holder in a Retraction
Request to the extent of the maximum number that may be so redeemed (rounded
down to a whole number of shares) as would not be contrary to such provisions
and shall notify the holder at least two (2) Business Days prior to the
Retraction Date as to the number of Retracted Shares which will not be redeemed
by the Company. In any case in which the redemption by the Company of Retracted
Shares would be contrary to solvency requirements or other provisions of
applicable law, the Company shall redeem Retracted Shares in accordance with
Section 6.2 of these share provisions on a pro rata basis and shall issue to
each holder of Retracted Shares a new certificate, at the expense of the
Company, representing the Retracted Shares not redeemed by the Company pursuant
to Section 6.2 hereof.

      6.6 A holder of Retracted Shares may, by notice in writing given by the
holder to the Company before the close of business on the Business Day
immediately preceding the Retraction Date, withdraw its Retraction Request in
which event such Retraction Request shall be null and void and, for greater
certainty, the revocable offer constituted by the Retraction Request to sell the
Retracted Shares to QuebecCo shall be deemed to have been revoked.

                                    ARTICLE 7
                REDEMPTION OF EXCHANGEABLE SHARES BY THE COMPANY

      7.1 Subject to (a) applicable law, (b) the exercise by QuebecCo of the
Redemption Call Right and (c) the Put Right of the holders of Exchangeable
Shares, the Company shall on the Automatic Redemption Date redeem (the
"AUTOMATIC REDEMPTION") the whole of the then outstanding Exchangeable Shares
for one (1) share of Buyer Common Stock for each Exchangeable Share, plus an
amount equivalent to the full amount of all declared and unpaid dividends
thereon and all dividends declared on Buyer Common Stock which have not been
declared on such Exchangeable Shares in accordance with Section 3.1 of these
share provisions (collectively the "REDEMPTION PRICE"), provided that if the
record date for any such declared

                                      -9-

and unpaid dividends occurs on or after the Redemption Date, the Redemption
Price shall not include such additional amount equivalent to such dividends.

      7.2 In any case of any redemption of Exchangeable Shares under this
Article 7, the Company shall, at least fifteen (15) days before the Automatic
Redemption Date, send or cause to be sent to each holder of Exchangeable Shares
to be redeemed a notice in writing of the redemption by the Company or the
purchase by QuebecCo under the Redemption Call Right, as the case may be, of the
Exchangeable Shares held by such holder. Such notice shall set out the formula
for determining the Redemption Price or the Redemption Call Purchase Price, as
the case may be, the Redemption Date and, if applicable, particulars of the
Redemption Call Right. On the Automatic Redemption Date and subject to the
exercise by QuebecCo of the Redemption Call Right, the Company shall cause to be
delivered to the holders of the Exchangeable Shares to be redeemed at the
Redemption Price (less any tax required to be deducted and withheld therefrom by
the Company) for each such Exchangeable Share upon presentation and surrender of
the certificates representing such Exchangeable Shares, together with such other
documents and instruments as may be required to effect a transfer of
Exchangeable Shares under the Company Law and the by-laws of the Company and
such additional documents and instruments as the Company may reasonably require,
at any office and in any manner whatsoever as may be specified by the Company in
such notice. Payment of the total Redemption Price for such Exchangeable Shares
shall be made by the Company, or on behalf of the Company by an authorized
agent, by delivery to each holder at the address of the holder recorded in the
securities register of the Company or by holding for pick up by the holder at
any office as may be specified by the Company in such notice, certificates
representing shares of Buyer Common Stock (which shares shall be duly issued as
fully paid and non-assessable and shall be free and clear of any lien, claim,
encumbrance, security interest or adverse claim) registered in the name of the
holder and a cheque of the Company payable at par in U.S. dollars at any branch
of the bankers of the Company in respect of the additional amount equivalent to
the full amount of all declared and unpaid dividends and all dividends declared
on Buyer Common Stock which have not been declared on such Exchangeable Shares
in accordance with Section 3.1 of these share provisions comprising part of the
total Redemption Price (less any tax required to be deducted and withheld
therefrom by the Company) without interest. On and after the Automatic
Redemption Date, the holders of the Exchangeable Shares called for redemption
shall cease to be holders of such Exchangeable Shares and shall not be entitled
to exercise any of the rights of holders in respect thereof, other than the
right to receive their proportionate part of the total Redemption Price, unless
payment of the total Redemption Price for such Exchangeable Shares shall not be
made upon presentation and surrender of certificates in accordance with the
foregoing provisions, in which case the rights of the holders shall remain
unaffected until the total Redemption Price has been paid in the manner
hereinbefore provided. The Company shall have the right at any time after the
sending of notice of its intention to redeem Exchangeable Shares as aforesaid to
deposit or cause to be deposited the total Redemption Price of the Exchangeable
Shares so called for redemption, or of such of the said Exchangeable Shares
represented by certificates that have not at the date of such deposit been
surrendered by the holders thereof in connection with such redemption, with an
authorized agent of the Company including, without limitation, any chartered
bank or trust company in Canada named in such notice. Upon the later of such
deposit being made and the Automatic Redemption Date, the Exchangeable Shares in
respect whereof such deposit shall have been made shall be redeemed and the
rights of the holders thereof after such deposit or Automatic Redemption Date,
as the case may be, shall be limited to receiving

                                      -10-

their proportionate part of the total Redemption Price so deposited (less any
tax required to be deducted and withheld therefrom by the Company), without
interest for such Exchangeable Shares against presentation and surrender of the
said certificates held by them, respectively, in accordance with the foregoing
provisions. In the event such payment or deposit of the total Redemption Price
is made pursuant to the provisions of this Section 7.2, the holders of the
Exchangeable Shares shall thereafter be considered and deemed for all purposes
to be holders of the shares of Buyer Common Stock delivered to them. To the
extent that the amount of tax required to be deducted or withheld from any
payment to a holder of Exchangeable Shares exceeds the cash portion of such
payment, the Company is hereby authorized to sell or otherwise dispose of at
fair market value such portion of the property then payable to the holder as is
necessary to provide sufficient funds to the Company in order to enable it to
comply with such deduction or withholding requirement and shall give an
accounting to the holder with respect thereto and any balance of such proceeds
of sale.

                                    ARTICLE 8
                            PURCHASE FOR CANCELLATION

      8.1 Subject to applicable law and the articles of the Company, the Company
may at any time and from time to time offer to purchase for cancellation all or
any part of the outstanding Exchangeable Shares at any price by tender to all
the holders of record of Exchangeable Shares then outstanding at any price per
share together with an amount equal to all declared and unpaid dividends
thereon. If in response to an invitation for tenders under the provisions of
this Section 8.1, more Exchangeable Shares are tendered at a price or prices
acceptable to the Company than the Company is prepared to purchase, the
Exchangeable Shares to be purchased by the Company shall be purchased as nearly
as may be pro rata according to the number of shares tendered by each holder who
submits a tender to the Company, provided that when shares are tendered at
different prices, the pro rating shall be effected (disregarding fractions) only
with respect to the shares tendered at the price at which more shares were
tendered than the Company is prepared to purchase after the Company has
purchased all the shares tendered at lower prices. If part only of the
Exchangeable Shares represented by any certificate shall be purchased, a new
certificate for the balance of such shares shall be issued at the expense of the
Company.

                                    ARTICLE 9
                                  VOTING RIGHTS

      9.1 Except as required by applicable law and the provisions of Sections 10
and 12.2, the holders of the Exchangeable Shares shall not be entitled as such
to receive notice of or to attend any meeting of the shareholders of the Company
or to vote at any such meeting.

                                      -11-

                                   ARTICLE 10
                             AMENDMENT AND APPROVAL

      10.1 The rights, privileges, restrictions and conditions attaching to the
Exchangeable Shares may be added to, changed or removed but only with the
approval of the holders of the Exchangeable Shares given as hereinafter
specified.

      10.2 Any approval given by the holders of the Exchangeable Shares to add
to, change or remove any right, privilege, restriction or condition attaching to
the Exchangeable Shares or any other matter requiring the approval or consent of
the holders of the Exchangeable Shares shall be deemed to have been sufficiently
given if it shall have been given in accordance with applicable law subject to a
minimum requirement that such approval be evidenced by (i) a resolution passed
by not less than two-thirds of the votes cast on such resolution by the holders
of the Exchangeable Shares, and (ii) a separate resolution passed by not less
than 50% of the votes cast on such separate resolution by the holders of
Exchangeable Shares other than Buyer and its Affiliates, at separate meetings of
holders of Exchangeable Shares and holders of Exchangeable Shares other than
Buyer and its Affiliates duly called and held in each case at which the holders
of at least 50% of the outstanding Exchangeable Shares (not including
Exchangeable Shares held by Buyer or its Affiliates) at that time are present or
represented by proxy; provided that if at any such meeting the holders of at
least 50% of the outstanding Exchangeable Shares at that time are not present or
represented by proxy within one-half hour after the time appointed for such
meeting then the meeting shall be adjourned to such date not less than ten (10)
days thereafter and to such time and place as may be designated by the Chairman
of such meeting. At such adjourned meeting the holders of Exchangeable Shares
entitled to vote at the meeting and present or represented by proxy thereat may
transact the business for which the meeting was originally called and a
resolution passed thereat by the affirmative vote of not less than two-thirds of
the votes entitled to vote on the resolution cast on such resolution at such
meeting shall constitute the approval or consent of the holders of the
Exchangeable Shares or the holders of Exchangeable Shares other than Buyer and
its Affiliates, as the case may be.

                                   ARTICLE 11
            RECIPROCAL CHANGES, ETC. IN RESPECT OF BUYER COMMON STOCK

      11.1  (a)   If Buyer:

                  (i) issues or distributes shares of Buyer Common Stock (or
            securities exchangeable for or convertible into or carrying rights
            to acquire Buyer Common Stock) to the holders of all or
            substantially all of the then outstanding shares of Buyer Common
            Stock by way of stock dividend or other distribution, other than an
            issue of shares of Buyer Common Stock (or securities exchangeable
            for or convertible into or carrying rights to acquire Buyer Common
            Stock) to holders of shares of Buyer Common Stock who exercise an
            option to receive dividends in shares of Buyer Common Stock (or
            securities exchangeable for or convertible into or carrying rights
            to acquire shares of Buyer Common Stock) in lieu of receiving cash
            dividends; or

                                      -12-

                  (ii) issues or distributes rights, options or warrants to the
            holders of all or substantially all of the then outstanding shares
            of Buyer Common Stock entitling them to subscribe for or to purchase
            shares of Buyer Common Stock (or securities exchangeable for or
            convertible into or carrying rights to acquire shares of Buyer
            Common Stock); or

                  (iii) issues or distributes to the holders of all or
            substantially all of the then outstanding shares of Buyer Common
            Stock (A) shares or securities of Buyer of any class other than
            Buyer Common Stock (other than shares convertible into or
            exchangeable for or carrying rights to acquire shares of Buyer
            Common Stock), (B) rights, options or warrants other than those
            referred to in Section 11.1(ii) above, (C) evidences of indebtedness
            of Buyer or (D) assets of Buyer;

the Company will issue or distribute simultaneously to the holders of the
Exchangeable Shares, the economic equivalent on a per share basis of such
rights, options, securities, shares, evidences of indebtedness or other assets,
such economic equivalent to be determined as provided in Section 2.6 of the
Support Agreement.

            (b)   If Buyer:

                  (i) subdivides, redivides or changes the then outstanding
            shares of Buyer Common Stock into a greater number of shares of
            Buyer Common Stock; or

                  (ii) reduces, combines or consolidates or changes the then
            outstanding shares of Buyer Common Stock into a lesser number of
            shares of Buyer Common Stock; or

                  (iii) reclassifies or otherwise changes the shares of Buyer
            Common Stock or effects an amalgamation, merger, reorganization or
            other transaction affecting the shares of Buyer Common Stock;

the Company will make the same or an economically equivalent change
simultaneously to, or in the rights of the holders of, the Buyer, such economic
equivalent to be determined as provided in Section 2.6 of the Support Agreement.
The Support Agreement further provides in part that the foregoing provisions of
the Support Agreement shall not be changed without the approval of the holders
of the Exchangeable Shares given in accordance with Section 10.2 of these share
provisions.

      11.2 Pursuant to the Stock Purchase Agreement, the initial holders of
Exchangeable Shares are given a Put Right to exchange their Exchangeable Shares
for shares of Buyer Common Stock upon the occurrence of certain circumstances.

                                   ARTICLE 12
                 ACTIONS BY THE COMPANY UNDER SUPPORT AGREEMENT

      12.1 The Company will take all such actions and do all such things as
shall be necessary or advisable to perform and comply with and to ensure
performance and compliance

                                      -13-

by Buyer with all provisions of the Support Agreement as well as by QuebecCo
with the Liquidation Call Right, the Redemption Call Right, the Retraction Call
Right and the Put Right contained in the Stock Purchase Agreement applicable to
the Company and QuebecCo, respectively, in accordance with the respective terms
thereof including, without limitation, taking all such actions and doing all
such things as shall be necessary or advisable to enforce to the fullest extent
possible for the direct benefit of the Company and the holders of Exchangeable
Shares all rights and benefits in favour of the Company and such holders under
or pursuant to such agreements.

      12.2 The Company shall not propose, agree to or otherwise give effect to
any amendment to, or waiver or forgiveness of its rights or obligations under,
the Support Agreement, the Put Right, the Redemption Call Right and the
Retraction Call Right contained in the Stock Purchase Agreement without the
approval of the holders of the Exchangeable Shares given in accordance with
Section 10.2 of these share provisions other than such amendments, waivers
and/or forgiveness as may be necessary or advisable for the purposes of:

            (a) adding to the covenants of the other party or parties to such
      agreement for the protection of the Company or the holders of Exchangeable
      Shares thereunder; or

            (b) making such provisions or modifications not inconsistent with
      such agreement as may be necessary with respect to matters or questions
      arising thereunder which, in the opinion of the Board of Directors, it may
      be expedient to make, provided that the Board of Directors shall be of the
      opinion, after consultation with counsel and based on a legal opinion to
      be addressed to the holders of the Exchangeable Shares, that such
      provisions and modifications will not be prejudicial to the interests of
      the holders of the Exchangeable Shares; or

            (c) making such changes in or corrections to such agreement which,
      on the advice of counsel to the Company, are required for the purpose of
      curing or correcting any ambiguity or defect or inconsistent provision or
      clerical omission or mistake or manifest error contained therein, provided
      that the Board of Directors shall be of the opinion, after consultation
      with counsel, that such changes or corrections will not be prejudicial to
      the interests of the holders of the Exchangeable Shares.

                                   ARTICLE 13
                                     LEGEND

      13.1 The certificates evidencing the Exchangeable Shares shall contain or
have affixed thereto a legend, in form and on terms approved by the Board of
Directors, with respect to the provisions of the Stock Purchase Agreement
relating to the Liquidation Call Right, the Redemption Call Right, the
Retraction Call Right and the Put Right.

                                   ARTICLE 14
                                     NOTICES

      14.1 Any notice, request or other communication to be given to Buyer
and/or the Company by a holder of Exchangeable Shares shall be in writing and
shall be valid and effective if given by mail (postage prepaid) or by telecopy
or by delivery to:

                                      -14-

            (a)   if to Buyer or the Company at:

                        Bentley Systems, Incorporated
                        690 Pennsylvania Drive
                        Exton, PA  19341
                        Attention: General Counsel

                  with a copy to:

                        Schnader Harrison Segal & Lewis LLP
                        Suite 3600
                        1600 Market Street
                        Philadelphia, PA  19103
                        Attention: Yves Quintin

            (b)   if to the Stockholders, addressed to them at:

                        Stylianos Camateros
                        c/o HMR Inc.
                        1924 avenue du Cheminot
                        Beauport, Quebec, Canada GIE 4M1

                  With copies to:

                        Paul Grenier
                        c/o Hauts-Monts Inc.
                        1924 Avenue du Cheminot
                        Beauport, Quebec, Canada GIE 4M1

Any such notice, request or other communication, if given by mail, telecopy or
delivery, shall only be deemed to have been given and received upon actual
receipt thereof by the Company.

      14.2 Any presentation and surrender by a holder of Exchangeable Shares to
the Company of certificates representing Exchangeable Shares in connection with
the liquidation, dissolution or winding up of the Company or the retraction or
redemption of Exchangeable Shares shall be made by registered mail (postage
prepaid) or by delivery to the Company at the above address or to such other
office as may be specified by the Company, in each case addressed to the
attention of the President of the Company unless otherwise specified by the
Company. Any such presentation and surrender of certificates, if given by mail
(postage prepaid) or by delivery, shall only be deemed to have been made and to
be effective upon actual receipt thereof by the Company. Any such presentation
and surrender of certificates made by registered mail shall be at the sole risk
of the holder mailing the same.

      14.3 Any notice, request or other communication to be given to a holder of
Exchangeable Shares by or on behalf of the Company shall be in writing and shall
be valid and effective if given by mail (postage prepaid) or by delivery to the
address of the holder recorded in the securities register of the Company or, in
the event of the address of any such holder not

                                      -15-

being so recorded, then at the last known address of such holder. Any such
notice, request or other communication, if given by mail (postage prepaid) or by
delivery, shall only be deemed to have been made and to be effective upon actual
receipt thereof by a holder of Exchangeable Shares. Accidental failure or
omission to give any notice, request or other communication to one or more
holders of Exchangeable Shares shall not invalidate or otherwise alter or affect
any action or proceeding to be taken by the Company pursuant thereto.

                                      -16-

                                   SCHEDULE A

                              NOTICE OF RETRACTION

To the Company, 9090-0952 Quebec Inc. ("QuebecCo") and Bentley Systems,
Incorporated.

      This notice is given pursuant to Article 6 of the Exchangeable Share
provisions (the "SHARE PROVISIONS") attaching to the share(s) represented by
this certificate and all capitalized words and expressions used in this notice
which are defined in the Share Provisions have the meanings ascribed to such
words and expressions in such Share Provisions.

      The undersigned hereby notifies the Company that, subject to the
Retraction Call Right referred to below, the undersigned desires to have the
Company redeem in accordance with Article 6 of the Share Provisions: (i) all
share(s) represented by this certificate or (ii) ___ shares.

      The undersigned hereby notifies the Company that the Retraction Date shall
be: _________________________.

NOTE:       The Retraction Date must be a Business Day and must not be less than
            ten (10) Business Days nor more than fifteen (15) Business Days
            after the date upon which this notice is received by the Company. In
            the event that no such Business Day is specified above, the
            Retraction Date shall be deemed to be the tenth Business Day after
            the date on which this notice is received by the Company.

      The undersigned acknowledges the Retraction Call Right of QuebecCo to
purchase the Retracted Shares from the undersigned and that this notice shall be
deemed to be a revocable offer by the undersigned to sell the Retracted Shares
to QuebecCo in accordance with the Retraction Call Right on the Retraction Date
for the Retraction Price. If QuebecCo determines not to exercise the Retraction
Call Right, the Company will notify the undersigned of such fact as soon as
possible. This notice of retraction, and offer to sell the Retracted Shares to
QuebecCo may be revoked and withdrawn by the undersigned by notice in writing
given to the Company at any time before the close of business on the Business
Day immediately preceding the Retraction Date.

      The undersigned hereby represents and warrants to the Company and QuebecCo
that the undersigned has good title to, and owns, the share(s) represented by
this certificate to be acquired by the Company or QuebecCo, as the case may be,
free and clear of all liens, claims and encumbrances.

______________                            __________________________________
(Date)                                    (Signature of Shareholder)

                                          __________________________________
                                          (Guarantee of Signature)

[ ] Please check box if the securities and any cheque(s) resulting from the
retraction or purchase of the Retracted Shares are to be held for pick-up by the
shareholder, in the case of securities, at any office as specified by the
Company from time to time and, in the case of any cheque(s), at the principal
payment office of _______________ in ____________, respectively, failing which
the securities and any cheque(s) will be mailed to the last address of the
shareholder as it appears on the register of the Company.

NOTE: This panel must be completed and this certificate, together with such
additional documents as the Company may require, must be deposited with the
Company. The securities and any cheque(s) resulting from the retraction or
purchase of the Retracted Shares will be issued and registered in, and made
payable to, respectively, the name of the shareholder as it appears on the
register of the Company and the securities and cheque(s) resulting from such
retraction or purchase will be delivered to such shareholder as indicated above,
unless the form appearing immediately below is duly completed.

Name of Person in Whose Name Securities or Cheque(s) Are To Be Registered,
Issued or Delivered (please print): _____________________________________

Street Address or P.O. Box          _____________________________________

City, Province:                     _____________________________________

Signature of Shareholder:           _____________________________________

Guaranteed by:                      _____________________________________

Signature:                          _____________________________________

                                      -2-

                                     ANNEX D

      1. QUEBECCO LIQUIDATION CALL RIGHTS

            1.1 QuebecCo shall have the overriding right (the "LIQUIDATION CALL
RIGHT"), in the event of and notwithstanding the proposed liquidation,
dissolution or winding-up of Newco pursuant to Article 5 of the Exchangeable
Share Provisions, to purchase all but not less than all of the Exchangeable
Shares held by each such holder which shall be satisfied in full by causing to
be delivered to such holder one share of Buyer Stock plus an amount equivalent
to the full amount of all declared and unpaid dividends on such Exchangeable
Share and all dividends declared on Buyer Stock which have not been declared on
such Exchangeable Share in accordance with Section 3.1 of the Exchangeable Share
Provisions (collectively the "LIQUIDATION CALL PURCHASE PRICE"), provided that
if the record date for any such declared and unpaid dividends occurs on or after
the Liquidation Date, the Liquidation Call Purchase Price shall not include such
additional amount equivalent to such dividends. In the event of the exercise of
the Liquidation Call Right by QuebecCo, each holder shall be obligated to sell
all the Exchangeable Shares held by the holder to QuebecCo on the Liquidation
Date on payment by QuebecCo to the holder of the Liquidation Call Purchase Price
for each such Exchangeable Share;

            1.2 To exercise the Liquidation Call Right, QuebecCo must notify
Newco and the Stockholders of QuebecCo's intention to exercise such right at
least 20 days before the Liquidation Date in the case of a voluntary
liquidation, dissolution or winding-up of Newco and at least five Business Days
before the Liquidation Date in the case of an involuntary liquidation,
dissolution or winding-up of Newco. Newco or an authorized agent will notify the
holders of Exchangeable Shares as to whether or not QuebecCo has exercised the
Liquidation Call Right forthwith after the expiry of the period during which the
same may be exercised by QuebecCo. If QuebecCo exercises the Liquidation Call
Right, on the Liquidation Date, QuebecCo will purchase and the holders will sell
all of the Exchangeable Shares then outstanding for a price per Exchangeable
Share equal to the Liquidation Call Purchase Price.

            1.3 For the purposes of completing the purchase of the Exchangeable
Shares pursuant to the Liquidation Call Right, QuebecCo shall deposit with Newco
or an authorized agent, prior to the Liquidation Date, certificates representing
the aggregate number of shares of Buyer Stock deliverable by QuebecCo in payment
of the Liquidation Call Purchase Price and a cheque or cheques in the amount of
the remaining portion, if any, of the total Liquidation Call Purchase Price.
Provided that the total Liquidation Call Purchase Price has been so deposited
with Newco or an authorized agent, on and after the Liquidation Date the rights
of each holder of Exchangeable Shares will be limited to receiving such holder's
proportionate part of the total Liquidation Call Purchase Price payable by
QuebecCo upon presentation and surrender by the holder of certificates
representing the Exchangeable Shares held by such holder and the holder shall on
and after the Liquidation Date be considered and deemed for all purposes to be
the holder of the shares of Buyer Stock delivered to it. Upon surrender to Newco
or an authorized agent of a certificate or certificates representing
Exchangeable Shares, together with such other documents and instruments as may
be required to effect a transfer of Exchangeable Shares under the applicable
corporate law and the by-laws of Newco and such additional documents and

instruments as Newco or the authorized agent may reasonably require, the holder
of such surrendered certificate or certificates shall be entitled to receive in
exchange therefor, and Newco or the authorized agent on behalf of QuebecCo shall
deliver to such holder, certificates representing the shares of Buyer Stock to
which the holder is entitled and a cheque or cheques of QuebecCo payable at par
and in U.S. dollars at any branch of the bankers of QuebecCo or of Newco in
Canada in payment of the remaining portion, if any, of the total Liquidation
Call Purchase Price. If QuebecCo does not exercise the Liquidation Call Right in
the manner described above, on the Liquidation Date the holders of the
Exchangeable Shares will be entitled to receive in exchange therefor the
liquidation price otherwise payable by Newco in connection with the liquidation,
dissolution or winding-up of Newco pursuant to Article 5 of the Exchangeable
Share Provisions.

      2.    QUEBECCO REDEMPTION CALL RIGHT

            2.1 QuebecCo shall have the overriding right (the "REDEMPTION CALL
RIGHT"), in the event of and notwithstanding the proposed redemption of
Exchangeable Shares by Newco pursuant to Article 7 of the Exchangeable Share
Provisions, to purchase from all but not less than all of the holders of
Exchangeable Shares to be redeemed on the "AUTOMATIC REDEMPTION DATE" (as
defined in Section 1.1 of the Exchangeable Share Provisions) all but not less
than all of the Exchangeable Shares held by each such holder that are otherwise
to be redeemed which shall be satisfied in full by causing to be delivered to
such holder one share of Buyer Stock plus an amount equivalent to the full
amount of all declared and unpaid dividends on such Exchangeable Share and all
dividends declared on Buyer Stock that have not been declared on such
Exchangeable Share in accordance with Section 3.1 of the Exchangeable Share
Provisions (collectively the "REDEMPTION CALL PURCHASE PRICE"), provided that if
the record date for any such declared and unpaid dividends occurs on or after
the Automatic Redemption Date, the Redemption Call Purchase Price shall not
include such additional amount equivalent to such dividends. In the event of the
exercise of the Redemption Call Right by QuebecCo, each holder shall be
obligated to sell all the Exchangeable Shares held by the holder and otherwise
to be redeemed to QuebecCo on the Automatic Redemption Date on payment by
QuebecCo to the holder of the Redemption Call Purchase Price for each such
Exchangeable Share.

            2.2 To exercise the Redemption Call Right, QuebecCo must notify
Newco and the Stockholders of QuebecCo's intention to exercise such right at
least 15 days before the Automatic Redemption Date. Newco or an authorized agent
will notify the holders of the Exchangeable Shares as to whether or not QuebecCo
has exercised the Redemption Call Right forthwith after the expiry of the period
during which the same may be exercised by QuebecCo. If QuebecCo exercises the
Redemption Call Right, on the Automatic Redemption Date QuebecCo will purchase
and the holders will sell all of the Exchangeable Shares to be otherwise
redeemed for a price per Exchangeable Share equal to the Redemption Call
Purchase Price.

            2.3 For the purposes of completing the purchase of Exchangeable
Shares pursuant to the Redemption Call Right, QuebecCo shall deposit with Newco
or an authorized agent prior to the Automatic Redemption Date, certificates
representing the aggregate number of shares of Buyer Stock deliverable by
QuebecCo in payment of the Redemption Call Purchase Price and a cheque or
cheques in the amount of the remaining portion, if any, of the total Redemption
Call Purchase Price. Provided that the total Redemption Call Purchase Price has

                                      -2-

been so deposited with Newco or an authorized agent, on and after the Automatic
Redemption Date the rights of each holder of Exchangeable Shares so purchased
will be limited to receiving such holder's proportionate part of the Redemption
Call Purchase Price payable by QuebecCo upon presentation and surrender by the
holder of certificates representing the Exchangeable Shares purchased by
QuebecCo from such holder and the holder shall on and after the Automatic
Redemption Date be considered and deemed for all purposes (including for
purposes of dividend entitlement, if any) to be the holder of the shares of
Buyer Stock delivered to such holder. Upon surrender to Newco or an authorized
agent of a certificate or certificates representing Exchangeable Shares,
together with such other documents and instruments as may be required to effect
a transfer of Exchangeable Shares under the applicable corporate law and the
by-laws of Newco and such additional documents and instruments as Newco or the
authorized agent may reasonably require, the holder of such surrendered
certificate or certificates shall be entitled to receive in exchange therefor,
and Newco or the authorized agent on behalf of QuebecCo shall deliver to such
holder, certificates representing the shares of Buyer Stock to which the holder
is entitled and a cheque or cheques of QuebecCo payable at par and in U.S.
dollars at any branch of the bankers of QuebecCo or of Newco in Canada in
payment of the remaining portion, if any, of the total Redemption Call Purchase
Price. If QuebecCo does not exercise the Redemption Call Right in the manner
described above, on the Automatic Redemption Date, the holders of the
Exchangeable Shares will be entitled to receive in exchange therefor the
redemption price otherwise payable by Newco in connection with the redemption of
Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.

      3.    QUEBECCO RETRACTION CALL RIGHT

            3.1 QuebecCo shall have the overriding right (the "RETRACTION CALL
RIGHT"), notwithstanding the proposed retraction of Exchangeable Shares by a
Stockholder pursuant to Article 6 of the Exchangeable Share Provisions, to
purchase from the holder having exercised the right to cause Newco to redeem on
the "RETRACTION DATE" (as defined in Section 6.1 of the Exchangeable Share
Provisions) such number of the Exchangeable Shares held by such holder as are
subject to the retraction, which shall be satisfied in full by causing to be
delivered to such holder one share of Buyer Stock plus an amount equivalent to
the full amount of all declared and unpaid dividends on such Exchangeable Share
and all dividends declared on Buyer Stock that have not been declared on such
Exchangeable Share in accordance with Section 3.1 of the Exchangeable Share
Provisions (collectively the "RETRACTION CALL PURCHASE PRICE"), provided that if
the record date for any such declared and unpaid dividends occurs on or after
the Retraction Date, the Retraction Call Purchase Price shall not include such
additional amount equivalent to such dividends. In the event of the exercise of
the Retraction Call Right by QuebecCo, each holder shall be obligated to sell
all the Exchangeable Shares held by the holder and otherwise to be redeemed to
QuebecCo on the Retraction Date on payment by QuebecCo to the holder of the
Retraction Call Purchase Price for each such Exchangeable Share.

            3.2 Upon receipt by Newco of a "RETRACTION REQUEST" (as defined in
Section 6.1 of the Exchangeable Share Provisions), Newco shall immediately
notify QuebecCo thereof. To exercise the Retraction Call Right, QuebecCo must
notify Newco and the relevant Stockholder of QuebecCo's intention to exercise
such right within 10 Business Days of notification by Newco to QuebecCo of the
receipt by Newco of a Retraction Request. Newco or an authorized agent will
notify the holders of the Exchangeable Shares as to whether or not

                                      -3-

QuebecCo has exercised the Retraction Call Right forthwith after the expiry of
the period during which the same may be exercised by QuebecCo. If QuebecCo
exercises the Retraction Call Right, on the Retraction Date QuebecCo will
purchase and the holders will sell all of the Exchangeable Shares to be
otherwise redeemed for a price per Exchangeable Share equal to the Retraction
Call Purchase Price.

            3.3 For the purposes of completing the purchase of Exchangeable
Shares pursuant to the Retraction Call Right, QuebecCo shall deposit with Newco
or an authorized agent prior to the Retraction Date, certificates representing
the aggregate number of shares of Buyer Stock deliverable by QuebecCo in payment
of the Retraction Call Purchase Price and a cheque or cheques in the amount of
the remaining portion, if any, of the total Retraction Call Purchase Price.
Provided that the total Retraction Call Purchase Price has been so deposited
with Newco or an authorized agent, on and after the Retraction Date the rights
of each holder of Exchangeable Shares so purchased will be limited to receiving
such holder's proportionate part of the Retraction Call Purchase Price payable
by QuebecCo upon presentation and surrender by the holder of certificates
representing the Exchangeable Shares purchased by QuebecCo from such holder and
the holder shall on and after the Retraction Date be considered and deemed for
all purposes (including for purposes of dividend entitlement, if any) to be the
holder of the shares of Buyer Stock delivered to such holder. Upon surrender to
Newco or an authorized agent of a certificate or certificates representing
Exchangeable Shares, together with such other documents and instruments as may
be required to effect a transfer of Exchangeable Shares under the applicable
corporate law and the by-laws of Newco and such additional documents and
instruments as Newco or the authorized agent may reasonably require, the holder
of such surrendered certificate or certificates shall be entitled to receive in
exchange therefor, and Newco or the authorized agent on behalf of QuebecCo shall
deliver to such holder, certificates representing the shares of Buyer Stock to
which the holder is entitled and a cheque or cheques of QuebecCo payable at par
and in U.S. dollars at any branch of the bankers of QuebecCo or of Newco in
Canada in payment of the remaining portion, if any, of the total Retraction Call
Purchase Price. If QuebecCo does not exercise the Retraction Call Right in the
manner described above, on the Retraction Date, the holders of the Exchangeable
Shares will be entitled to receive in exchange therefor the retraction price
otherwise payable by Newco in connection with the retraction of Exchangeable
Shares pursuant to Article 6 of the Exchangeable Share Provisions.

      4.    WITHHOLDING RIGHTS

            4.1 QuebecCo and Newco shall be entitled to deduct and withhold from
the consideration otherwise payable to any holder of Exchangeable Shares,
including any dividend payments in respect of the Exchangeable Shares, such
amount as QuebecCo or Newco is required to deduct and withhold with respect to
such payment under the United States Internal Revenue Code of 1986, as amended,
the Income Tax Act (Canada), as amended, or any provision of state, federal,
provincial, local or foreign tax law. To the extent that amounts are so
withheld, such withheld amounts shall be treated for all purposes hereof as
having been paid to the holder of Exchangeable Shares in respect of which such
deduction and withholding was made, provided that such withheld amounts are
actually remitted to the appropriate taxing authority. To the extent that the
amount so required or permitted to be deducted or withheld from any payment to a
holder exceeds the cash portion of the consideration otherwise payable to the
holder,

                                      -4-

QuebecCo and Newco, upon at least 10 days prior written notice to such holder,
are hereby authorized to sell or otherwise dispose of at fair market value such
portion of such non-cash consideration otherwise payable to the holder as is
necessary to provide sufficient funds to QuebecCo or Newco, as the case may be,
in order to enable it to comply with such deduction or withholding requirement
and QuebecCo or Newco, as the case may be, shall give an accounting to the
holder with respect thereof and any balance of such proceeds of sale.

      5.    STOCKHOLDER PUT RIGHT

            5.1 Each Stockholder holding Exchangeable Shares shall have the
right (the "PUT RIGHT"), in the event of and notwithstanding the occurrence of a
Put Trigger Event (as defined below) to require QuebecCo, on no more than two
occasions, to purchase all or a portion of the Exchangeable Shares held by each
such holder, which shall be satisfied in full by causing to be delivered to such
holder one share of Buyer Stock, plus an amount equivalent to the full amount of
all dividends declared and unpaid on such Exchangeable Share and all dividends
declared on Buyer Stock which have not been declared on such Exchangeable Share
in accordance with the Exchangeable Share Provisions (collectively the "PUT
PURCHASE PRICE"), provided that if the record date for any such declared and
unpaid dividends occurs on or after the last Business Day prior to the Put
Closing Date, the Put Purchase Price shall not include such additional amount
equivalent to such dividends. In the event of the exercise of the Put Right by a
Stockholder, QuebecCo shall be obliged to purchase such number of Exchangeable
Shares as is requested by the holder.

            5.2 To exercise the Put Right, a holder of Exchangeable Shares must
notify QuebecCo of such holder's intention to exercise such right no later than
10 Business Days after the occurrence of a Put Trigger Event (the "PUT EXERCISE
DATE"). If a holder exercises the Put Right, QuebecCo will purchase and such
holder will sell all of the Exchangeable Shares then held by such holder for a
price per Exchangeable Share equal to the Put Purchase Price. The closing of the
transaction resulting from the exercise of a Put Right shall occur on the 10th
Business Day following the Put Exercise Date (the "PUT CLOSING DATE").

            5.3 For the purposes of completing the purchase of the Exchangeable
Shares pursuant to the Put Right, QuebecCo shall deposit with Newco or an
authorized agent, prior to the Put Closing Date, certificates representing the
aggregate number of shares of Buyer Stock deliverable by QuebecCo in payment of
the Put Purchase Price and a cheque or cheques in the amount of the remaining
portion, if any, of the total Put Purchase Price. Provided that the total Put
Purchase Price has been so deposited with Newco or an authorized agent, on and
after the Put Closing Date the rights of each holder of Exchangeable Shares will
be limited to receiving such holder's proportionate part of the total Put
Purchase Price payable by QuebecCo upon presentation and surrender by the holder
of certificates representing the Exchangeable Shares held by such holder and the
holder shall on and after the Put Closing Date be considered and deemed for all
purposes to be the holder of the shares of Buyer Stock delivered to it. Upon
surrender to Newco or an authorized agent of a certificate or certificates
representing Exchangeable Shares, together with such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under
the applicable corporate law and the by-laws of Newco and such additional
documents and instruments as Newco or the authorized agent may reasonably
require, the holder of such surrendered certificate or certificates shall be
entitled to

                                      -5-

receive in exchange therefor, and Newco or the authorized agent on behalf of
QuebecCo shall deliver to such holder, certificates representing the shares of
Buyer Stock to which the holder is entitled and a cheque or cheques of QuebecCo
payable at par and in U.S. dollars at any branch of the bankers of QuebecCo or
of Newco in Canada in payment of the remaining portion, if any, of the total Put
Purchase Price.

            5.4 For purposes of this Section, "PUT TRIGGER EVENT" shall mean:

            (a) the insolvency or bankruptcy of Newco or the making by Newco of
            an assignment for the benefit of creditors or the making by Newco of
            a proposal pursuant to any bankruptcy or debtor relief legislation
            for the benefit of its creditors or the filing by Newco of a notice
            of intention to file a proposal or the making or authorization by
            Newco of any bankruptcy proceeding, petition or application to any
            tribunal for the appointment of a receiver or trustee for its or for
            any substantial part of its property;

            (b) the insolvency or bankruptcy of Buyer or the making by Buyer of
            an assignment for the benefit of creditors or the making by Buyer of
            a proposal pursuant to any bankruptcy or debtor relief legislation
            for the benefit of its creditors or the filing by Buyer of a notice
            of intention to file a proposal or the making or authorization by
            Buyer of any bankruptcy proceeding, petition or application to any
            tribunal for the appointment of a receiver or trustee for its or for
            any substantial part of its property;

            (c) the failure by Newco to pay dividends otherwise payable on
            Exchangeable Shares if such failure is not cured within 10 Business
            Days of a written request therefor;

            (d) the failure by Newco to purchase from a Stockholder having
            exercised his or her right to cause Newco to redeem on the
            Retraction Date all of the Exchangeable Shares held by such
            Stockholder that are required by such Stockholder to be redeemed; or

            (e) notification by Newco of its intent to redeem under Section 7.1
            of Annex C.

            5.5 SECTION 85 ELECTIONS

            Newco and the Stockholders agree to jointly elect in prescribed form
and within the prescribed time under subsection 85(1) of the Income Tax Act
(Canada) and relevant provisions of any applicable provincial legislation at the
respective amounts selected by each Stockholder to be the proceeds of
disposition and the cost of the Purchased Shares sold hereunder. Newco will also
collaborate with the Stockholders for any late election made by a Stockholder
under the foregoing provisions.

                                      -6-

                                SUPPORT AGREEMENT

MEMORANDUM OF AGREEMENT made as of the 26th day of April, 2000.

BETWEEN:                      BENTLEY SYSTEMS, INCORPORATED, a
                              corporation subsisting under the laws of Delaware,
                              (hereinafter referred to as "BUYER"),

AND:                          9090-0960 QUEBEC INC, A COMPANY FORMED UNDER
                              THE LAWS OF THE PROVINCE OF QUEBEC, CANADA,
                              (hereinafter referred to as the "COMPANY"),

AND:                          THE STOCKHOLDERS LISTED ON SCHEDULE 7,
                              (hereinafter referred to collectively as the
                              "STOCKHOLDERS").

      WHEREAS pursuant to a Stock Purchase Agreement dated as of April 26, 2000,
by and among Buyer, the Company, HMR Inc. ("HMR") and the Stockholders (such
agreement being hereinafter referred to as the "PURCHASE AGREEMENT"), the
parties agreed that on the Closing Date (as such term is defined in the Purchase
Agreement), Buyer and the Company would execute and deliver a Support Agreement
substantially in the form set forth in Annex B to the Purchase Agreement;

      AND WHEREAS pursuant to the articles of incorporation of the Company the
capital of the Company was authorized to consist of (i) a class of voting common
shares (the "COMMON SHARES") and (ii) a class of non-voting shares, the
provisions attaching thereto being set forth in Annex C to the Purchase
Agreement (the "EXCHANGEABLE SHARES");

      AND WHEREAS the above-mentioned articles of incorporation set forth the
rights, privileges, restrictions and conditions (collectively the "SHARE
PROVISIONS") attaching to the Exchangeable Shares;

      AND WHEREAS Buyer's wholly-owned subsidiary, 9090-0952 Quebec Inc.
("QUEBECCO") is the registered and beneficial owner of all of the issued and
outstanding Common Shares of the Company and the Stockholders are the registered
and beneficial owners of all of the issued and outstanding Exchangeable Shares
of the Company;

      AND WHEREAS the parties hereto desire to make appropriate provision and to
establish a procedure whereby Buyer will take certain actions and make certain
payments and deliveries necessary to ensure that the Company will be able to
make certain payments and to deliver or cause to be delivered shares of Class B
Non-Voting common stock of Buyer ("BUYER STOCK") in satisfaction of the
obligations of the Company under the Share Provisions with respect to the
payment and satisfaction of dividends, Liquidation Amounts, Retraction Prices
and Redemption Prices, all in accordance with the Share Provisions and the
Purchase Agreement;

      NOW, THEREFORE, in consideration of the respective covenants and
agreements provided in this Agreement and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties agree as follows:

                                    ARTICLE 1

                         DEFINITIONS AND INTERPRETATION

      1.1 DEFINED TERMS. Each term denoted herein by initial capital letters and
not otherwise defined herein shall have the meaning ascribed thereto in the
Share Provisions, unless the context requires otherwise.

      1.2 INTERPRETATION NOT AFFECTED BY HEADINGS, ETC. The division of this
Agreement into articles, sections and paragraphs and the insertion of headings
are for convenience of reference only and shall not affect the construction or
interpretation of this Agreement.

      1.3 NUMBER, GENDER, ETC. Words importing the singular number only shall
include the plural and vice versa. Words importing the use of any gender shall
include all genders.

      1.4 DATE FOR ANY ACTION. In the event that any date on or by which any
action is required or permitted to be taken under this Agreement is not a
Business Day, such action shall be required or permitted to be taken on or by
the next succeeding Business Day. For the purposes of this Agreement, a
"BUSINESS DAY" means any day other than a Saturday, Sunday or a day when banks
are not open for business in Montreal, Quebec, and Philadelphia, Pennsylvania.

                                    ARTICLE 2

                       COVENANTS OF BUYER AND THE COMPANY

      2.1 FUNDING OF THE COMPANY. So long as any Exchangeable Shares which are
registered in the name of holders other than Buyer or any of its Affiliates are
outstanding, Buyer will:

            (a) not declare or pay any dividend on Buyer Stock unless (i) the
      Company will have sufficient assets, funds and other property available to
      enable the due declaration and the due and punctual payment in accordance
      with applicable law, of an equivalent dividend on the Exchangeable Shares
      and (ii) the Company shall simultaneously declare or pay, as the case may
      be, an equivalent dividend on the Exchangeable Shares, in each case in
      accordance with the Share Provisions;

            (b) cause the Company to declare simultaneously with the declaration
      of any dividend on Buyer Stock an equivalent dividend on the Exchangeable
      Shares and, when such dividend is paid on Buyer Stock, cause the Company
      to pay simultaneously therewith such equivalent dividend on the
      Exchangeable Shares, in each case in accordance with the Share Provisions;

                                       -2-

            (c) advise the Company sufficiently in advance of the declaration by
      Buyer of any dividend on Buyer Stock and take all such other actions as
      are necessary, in cooperation with the Company, to ensure that the
      respective declaration date, record date and payment date for a dividend
      on the Exchangeable Shares shall be the same as the record date,
      declaration date and payment date for the corresponding dividend on Buyer
      Stock;

            (d) take all such actions and do all such things as are necessary to
      enable and permit the Company, in accordance with applicable law, to pay
      and otherwise perform its obligations with respect to the satisfaction of
      the Liquidation Amount in respect of each issued and outstanding
      Exchangeable Share upon the liquidation, dissolution or winding-up of the
      Company, including without limitation all such actions and all such things
      as are necessary to enable and permit the Company to cause to be delivered
      Buyer Stock to the holders of Exchangeable Shares in accordance with the
      provisions of Article 5 of the Share Provisions;

            (e) take all such actions and do all such things as are necessary to
      enable and permit the Company, in accordance with applicable law, to pay
      and otherwise perform its obligations with respect to the satisfaction of
      the Retraction Price and the Redemption Price, including without
      limitation all such actions and all such things as are necessary to enable
      and permit the Company to cause to be delivered Buyer Stock to the holders
      of Exchangeable Shares, upon the redemption of the Exchangeable Shares in
      accordance with the provisions of Article 6 or Article 7 of the Share
      Provisions, as the case may be;

            (f) take all such actions and do all such things as reasonably
      necessary or desirable to enable and permit QuebecCo, in accordance with
      the applicable law, to perform its obligations arising upon the exercise
      of the Liquidation Call Right, Redemption Call Right and Retraction Call
      Right, including without limitation, all such actions and all such things
      as are necessary or desirable to enable and permit QuebecCo to deliver
      Buyer Stock to the holders of Exchangeable Shares in accordance with the
      provisions of the Liquidation Call Right, the Retraction Call Right, or
      the Redemption Call Right, as the case may be.

            (g) take all such actions and do all such things as are necessary to
      enable and permit the Company to have the financial reserves required so
      that it does not become insolvent and to avoid any liquidation or
      dissolution of the Company; and

            (h)   take all actions within its power to prevent a liquidation
      or dissolution of the Company.

      2.2 RESERVATION OF BUYER STOCK. Buyer hereby represents, warrants and
covenants that it has irrevocably reserved for issuance and will at all times
keep available, free from pre-emptive and other rights, out of its authorized
and unissued capital stock such number of Buyer Stock (or other shares or
securities into which Buyer Stock may be reclassified or changed as contemplated
by Section 2.6 hereof) (a) as is equal to the number of Exchangeable Shares
issued and outstanding from time to time and (b) as are now and may hereafter be
required to enable and permit the Company to meet its obligations hereunder and
under the Share Provisions.

                                      -3-

      2.3 NOTIFICATION OF CERTAIN EVENTS. In order to assist Buyer to comply
with its obligations hereunder, the Company will give Buyer notice of each of
the following events at the time set forth below (it being however agreed that
failure to give such notices shall not relieve Buyer of any of its obligations
hereunder):

            (a) in the event of any determination by the Board of Directors of
      the Company to institute voluntary liquidation, dissolution or winding up
      proceedings with respect to the Company or to effect any other
      distribution of the assets of the Company among its shareholders for the
      purpose of winding up its affairs, at least (sixty) 60 days prior to the
      proposed effective date of such liquidation, dissolution, winding up or
      other distribution;

            (b) promptly, upon the earlier of (i) receipt by the Company of
      notice of, and (ii) the Company otherwise becoming aware of, any
      threatened or instituted claim, suit, petition or other proceedings with
      respect to the involuntary liquidation, dissolution or winding up of the
      Company or to effect any other distribution of the assets of the Company
      among its shareholders for the purpose of winding up its affairs;

            (c) immediately, upon receipt by the Company of a Retraction
      Request;

            (d) at least one hundred and twenty (120) days prior to any
      accelerated Automatic Redemption Date (other than an accelerated Automatic
      Redemption Date pursuant to an Acquisition of Control) determined by the
      Board of Directors of the Company in accordance with the Share Provisions;
      and

            (e) as soon as practicable upon the issuance by the Company of any
      Exchangeable Shares or rights to acquire Exchangeable Shares.

      2.4 DELIVERY OF BUYER STOCK. In furtherance of its obligations under
Sections 2.1(d) and 2.1(e) hereof, upon notice from the Company of any event
which requires the Company to cause Buyer Stock to be delivered to any holder of
Exchangeable Shares, Buyer shall forthwith deliver the requisite Buyer Stock to
or to the order of the former holder of the surrendered Exchangeable Shares, as
the Company shall direct. All such Buyer Stock shall be duly issued as fully
paid and nonassessable and shall be free and clear of any lien, claim or
encumbrance. In consideration of the delivery of each such Buyer Stock by Buyer,
the Company shall issue to Buyer, or as Buyer shall direct, such number of
Common Shares of the Company as is equal to the fair value of such Buyer Stock.

      2.5 QUALIFICATION OF BUYER STOCK. It is agreed that the Exchangeable
Shares will not be registered under the Securities Act of 1933, as amended, and
the Buyer Stock issuable in exchange therefor has not been registered under the
United States Securities Act of 1933, as amended, nor under the securities law
of any other jurisdiction.

      2.6   ECONOMIC EQUIVALENCE.

            (a)   Buyer represents and warrants that if it:

                                      -4-

                  (i) issues or distributes Buyer Stock (or securities
            exchangeable for or convertible into or carrying rights to acquire
            Buyer Stock) to the holders of all or substantially all of the then
            outstanding Buyer Stock by way of stock dividend or other
            distribution, other than an issue of Buyer Stock (or securities
            exchangeable for or convertible into or carrying rights to acquire
            Buyer Stock) to holders of Buyer Stock who exercise an option to
            receive dividends in Buyer Stock (or securities exchangeable for or
            convertible into or carrying rights to acquire Buyer Stock) in lieu
            of receiving cash dividends; or

                  (ii) issues or distributes rights, options or warrants to the
            holders of all or substantially all of the then outstanding Buyer
            Stock entitling them to subscribe for or to purchase Buyer Stock (or
            securities exchangeable for or convertible into or carrying rights
            to acquire Buyer Stock); or

                  (iii) issues or distributes to the holders of all or
            substantially all of the then outstanding Buyer Stock (A) shares or
            securities of Buyer of any class other than Buyer Stock (other than
            shares convertible into or exchangeable for or carrying rights to
            acquire Buyer Stock), (B) rights, options or warrants other than
            those referred to in Section 2.6(a)(ii) above, (C) evidences of
            indebtedness of Buyer or (D) assets of Buyer;

            it will ensure that (i) the Company is able under applicable law to
issue or distribute the economic equivalent on a per share basis of such rights,
options, securities, shares, evidences of indebtedness or other assets
simultaneously to holders of the Exchangeable Shares, and (ii) the Company shall
issue or distribute such rights, options, securities, shares, evidences of
indebtedness or other assets or economic equivalents simultaneously to holders
of the Exchangeable Shares;

            (b)   Buyer represents and warrants that if it:

                  (i) subdivides, redivides or changes the then outstanding
            Buyer Stock into a greater number of Buyer Stock; or

                  (ii) reduces, combines or consolidates or changes the then
            outstanding Buyer Stock into a lesser number of Buyer Stock; or

                  (iii) reclassifies or otherwise changes Buyer Stock or effects
            an amalgamation, merger, reorganization or other transaction
            affecting Buyer Stock;

                  it will cause its Common Shares to be voted in favour of any
            resolution required to enable the Company under applicable law to
            simultaneously make the same or an economically equivalent change
            to, or in the rights of the holders of, the Exchangeable Shares;

            (c)   Buyer will ensure that the record date for any event referred
            to in Section 2.6(a) or 2.6(b) above, or (if no record date is
            applicable for such event) the effective date for any such event, is
            not less than five (5) Business Days after

                                      -5-

            the date on which such event is declared or announced by Buyer (with
            simultaneous notice thereof to be given by Buyer to the Company);

                  (i) in the case of any stock dividend or other distribution
            payable in Buyer Stock, the number of such shares issued in
            proportion to the number of Buyer Stock previously outstanding;

                  (ii) in the case of the issuance or distribution of any
            rights, options or warrants to subscribe for or purchase Buyer Stock
            (or securities exchangeable for or convertible into or carrying
            rights to acquire Buyer Stock), the relationship between the
            exercise price of each such right, option or warrant and the current
            market value (as determined by the Board of Directors of the Company
            in the manner above contemplated) of a Buyer Stock;

                  (iii) in the case of the issuance or distribution of any other
            form of property (including without limitation any shares or
            securities of Buyer of any class other than Buyer Stock, any rights,
            options or warrants other than those referred to in Section
            2.6(d)(ii) above, any evidences of indebtedness of Buyer or any
            assets of Buyer), the relationship between the fair market value (as
            determined by the Board of Directors of the Company in the manner
            above contemplated) of such property to be issued or distributed
            with respect to each outstanding Buyer Stock and the current market
            value (as determined by the Board of Directors of the Company in the
            manner above contemplated) of a Buyer Stock; and

                  (iv) in the case of any subdivision, redivision or change of
            the then outstanding Buyer Stock into a greater number of Buyer
            Stock or the reduction, combination or consolidation or change of
            the then outstanding Buyer Stock into a lesser number of Buyer Stock
            or any amalgamation, merger, reorganization or other transaction
            affecting Buyer Stock, the effect thereof upon the then outstanding
            Buyer Stock.

            For purposes of the foregoing determinations, the current market
      value of any security listed and traded or quoted on a securities exchange
      shall be the weighted average of the closing prices of such security
      during a period of 30 consecutive trading days ending five (5) trading
      days before the date of determination on the principal securities exchange
      on which such securities are listed and traded or quoted; provided,
      however, that if, in the opinion of the Board of Directors of the Company,
      the public distribution or trading activity of such securities during such
      period does not create a market which reflects the fair value of such
      securities, then the current market value thereof shall be determined by
      the Board of Directors of the Company, in good faith and in its sole
      discretion (with the assistance of such reputable and qualified
      independent financial advisors and/or other experts as the board may
      require), and provided further that any such determination by the board
      shall be conclusive and binding on Buyer.

      2.7 TENDER OFFERS. In the event that a tender offer, share exchange offer,
issuer bid, take-over bid or similar transaction with respect to Buyer Stock (an
"OFFER") is proposed by

                                      -6-

Buyer or is proposed to Buyer or its shareholders and is recommended by the
Board of Directors of Buyer, or is otherwise effected or to be effected, and the
Exchangeable Shares are not redeemed by the Company or purchased by Newco
pursuant to the Redemption Call Right, Buyer will use its reasonable efforts
expeditiously and in good faith to take all such actions and do all such things
as are necessary or desirable to enable and permit holders of Exchangeable
Shares to participate in such Offer to the same extent and on an economically
equivalent basis as the holders of Buyer Stock, without discrimination. Without
limiting the generality of the foregoing, Buyer will use its reasonable efforts
expeditiously and in good faith to ensure that holders of Exchangeable Shares
may participate in all such Offers without being required to retract
Exchangeable Shares as against Company (or, if so required, to ensure that any
such retraction, shall be effective only upon, and shall be conditional upon,
the closing of the Offer and only to the extent necessary to tender or deposit
to the Offer).

      2.8 RULE 10b-18 PURCHASES. For certainty, nothing contained in this
Agreement, including without limitation, the obligations of Buyer contained in
Section 2.7 hereof, shall limit the ability of Buyer to make a "Rule 10b-18
Purchase" of Buyer Stock pursuant to Rule 10b-18 of the U.S. Securities Exchange
Act of 1934, as amended, or any successor provision thereof.

      2.9 BUYER NOT TO VOTE EXCHANGEABLE SHARES. Buyer covenants and agrees that
it will not, and will cause its subsidiaries and Affiliates and their respective
assignees not to, exercise any voting rights which may be exercisable by holders
of Exchangeable Shares from time to time pursuant to the Share Provisions or
pursuant to the provisions of the laws of Quebec (or any successor or other
corporate statute by which the Company may in the future be governed) with
respect to any Exchangeable Shares held by it or by its subsidiaries or
Affiliates in respect of any matter considered at any meeting of holders of
Exchangeable Shares.

      2.10 DUE PERFORMANCE. On and after the Closing Date, Buyer shall duly and
timely perform, and shall cause the Company to duly and timely perform, all of
its respective obligations provided for in the Purchase Agreement.

      2.11  VOLUNTARY DISSOLUTION.  Buyer agrees not to cause or approve a
voluntary dissolution of the Company prior to the Automatic Redemption Date
without the prior consent in writing of all of the Stockholders.

                                    ARTICLE 3

                                     GENERAL

      3.1 TERM. This Agreement shall come into force and be effective as of the
date hereof and shall terminate and be of no further force and effect upon the
date on which no Exchangeable Shares (or securities or rights convertible into
or exchangeable for or carrying rights to acquire Exchangeable Shares) are held
by any party other than Buyer and any of its Affiliates (other than the
Stockholders who shall not for this purpose be considered Affiliates of Buyer).

      3.2 CHANGES IN CAPITAL OF BUYER AND THE COMPANY. Notwithstanding the
provisions of Section 3.4, at all times after the occurrence of any event
effected pursuant to

                                      -7-

Section 2.6 or 2.7 hereof, as a result of which either Buyer Stock or the
Exchangeable Shares or both are in any way changed, this Agreement shall
forthwith be amended and modified as necessary in order that it shall apply with
full force and effect, mutatis mutandis, to all new securities into which Buyer
Stock or the Exchangeable Shares or both are so changed and the parties hereto
shall execute and deliver an agreement in writing giving effect to and
evidencing such necessary amendments and modifications.

      3.3 SEVERABILITY. If any provision of this Agreement is held to be
invalid, illegal or unenforceable, the validity, legality or enforceability of
the remainder of this Agreement shall not in any way be affected or impaired
thereby and this Agreement shall be carried out as nearly as possible in
accordance with its original terms and conditions.

      3.4 AMENDMENTS, MODIFICATIONS, ETC. This Agreement may not be amended or
modified except by an agreement in writing executed by the Company and Buyer and
approved by the holders of the Exchangeable Shares in accordance with Section
10.2 of the Share Provisions.

      3.5 AMENDMENTS. Notwithstanding the provisions of Section 3.4, the parties
to this Agreement may in writing, at any time and from time to time, without the
approval of the holders of the Exchangeable Shares, amend or modify this
Agreement for the purposes of:

            (a) adding to the covenants of any of the parties for the protection
      of the holders of the Exchangeable Shares;

            (b) making such amendments or modifications not inconsistent with
      this Agreement as may be necessary with respect to matters or questions
      which, in the determination of the senior management of each of the
      Company and Buyer, it may be expedient to make, provided that each such
      senior management shall be of the opinion that such amendments or
      modifications will not be prejudicial to the interests of the holders of
      the Exchangeable Shares; or

            (c) making such changes or corrections which, on the advice of
      counsel to the Company and Buyer, are required for the purpose of curing
      or correcting any ambiguity or defect or inconsistent provision or
      clerical omission or mistake or manifest error, provided that the boards
      of directors of each of the Company and Buyer shall be of the opinion that
      such changes or corrections will not be prejudicial to the interests of
      the holders of the Exchangeable Shares.

      3.6 MEETING TO CONSIDER AMENDMENTS. The Company, at the request of Buyer,
shall call a meeting or meetings of the holders of the Exchangeable Shares for
the purpose of considering any proposed amendment or modification requiring
approval pursuant to Section 3.4 hereof. Any such meeting or meetings shall be
called and held in accordance with the by-laws of the Company, the Share
Provisions and all applicable laws.

      3.7 AMENDMENTS ONLY IN WRITING. No amendment to or modification or waiver
of any of the provisions of this Agreement otherwise permitted hereunder shall
be effective unless made in writing and signed by all of the parties hereto.

                                      -8-

      3.8 ENUREMENT. This Agreement shall be binding upon and enure to the
benefit of the parties hereto, to the holders of Exchangeable Shares and to
their respective successors and assigns.

      3.9 NOTICES TO PARTIES. All notices and other communications between the
parties shall be in writing and shall be deemed to have been given if delivered
personally or by confirmed telecopy to the parties at the following addresses
(or at such other address for either such party as shall be specified in like
notice):

            (a)   if to Buyer or the Company at:

                  David G. Nation
                  Senior Vice President, General Counsel
                  Bentley Systems, Incorporated
                  690 Pennsylvania Drive
                  Exton, PA  19341
                  Telephone:  (610) 458-5000
                  Fax:        (610) 458-3181

            (b)   if to the Stockholders at:

                  Stylianos Camateros
                  c/o HMR, Inc.
                  1924 Avenue du Cheminot
                  Beauport, Quebec, Canada, G1E4M11

      Any notice or other communication given personally shall be deemed to have
been given and received upon delivery thereof and if given by telecopy shall be
deemed to have been given and received on the date of confirmed receipt thereof
unless such day is not a Business Day in which case it shall be deemed to have
been given and received upon the immediately following Business Day.

      3.10 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.

      3.11  JURISDICTION.  This Agreement shall be construed and enforced in
accordance with the laws of Quebec, Canada.

      3.12 ATTORNMENT. Buyer agrees that any action or proceeding arising out of
or relating to this Agreement may be instituted in the courts of Quebec, Canada,
waives any objection which it may have now or hereafter to the venue of any such
action or proceeding, irrevocably submits to the non-exclusive jurisdiction of
the said courts in any such action or proceeding, agrees to be bound by any
judgment of the said courts and not to seek, and hereby waives, any review of
the merits of any such judgment by the courts of any other jurisdiction.

                                      -9-

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                    BENTLEY SYSTEMS, INCORPORATED

                                    By:  /s/  David Nation
                                       ---------------------------------------
                                    Name:   David Nation
                                    Title:

                                    9090-0960 QUEBEC INC.

                                    By:  /s/  David Nation
                                       ---------------------------------------
                                    Name:  David Nation
                                    Title:

                                    HMR, INC.

                                    By:  /s/ Stylianos Camateros
                                       ---------------------------------------
                                    Name:  Stylianos Camateros

                                    SOCIETE INNOVATECH QUEBEC ET
                                    CHAUDIERE APPALACHES

                                    By:  /s/ Francine Laurent
                                       ---------------------------------
                                    Name:  Francine Laurent

                                    By:
                                       ---------------------------------
                                    Name:

                                    GROUPE HAUTS-MONTS, INC.

                                    By:  /s/  Paul Grenier
                                       ---------------------------------------
                                    Name:  Paul Grenier

                                    PLACEMENTS P. GRENIER INC.

                                      -10-

                                    By:  /s/  Paul Grenier
                                       ---------------------------------------
                                    Name:  Paul Grenier

                                    PLACEMENTS MORAS INC.

                                    By:  /s/  Pierre Gingras
                                       ---------------------------------
                                    Name:  Pierre Gingras

                                    PLACEMENTS P. SMITH INC.

                                    By:  /s/  Paul Smith
                                       ---------------------------------
                                    Name:  Paul Smith

                                    IMMEUBLES CHAMPETTRES, INC.

                                    By:  /s/  Paul Grenier
                                       ---------------------------------
                                    Name:  Paul Grenier

                                    STYLIANOS CAMATEROS

                                    By:  /s/  Stylianos Camateros
                                       ---------------------------------------
                                    Name:  Stylianos Camateros

                                      -11-

                                                                     EXHIBIT 2.5

===============================================================================

                          PURCHASE AND OPTION AGREEMENT

                                      among

                         BENTLEY SYSTEMS, INCORPORATED,

                                      REBIS

                                       and

                      THE SHAREHOLDERS NAMED IN SCHEDULE I

                          Dated as of January 25, 2002

===============================================================================

                                TABLE OF CONTENTS

                                                                                                           
DEFINED TERMS ....................................................................................................I

ARTICLE I THE PURCHASER PREFERRED SHARES..........................................................................1

   Section 1.01.           Issuance, Sale and Delivery of the Purchaser Preferred Shares and the Purchase Option..1
   Section 1.02.           Initial Closing........................................................................2
   Section 1.03.           Option.................................................................................4

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................................................14

   Section 2.01.           Organization, Qualifications and Corporate Power......................................14
   Section 2.02.           Authorization of Agreements, Etc......................................................15
   Section 2.03.           Validity..............................................................................16
   Section 2.04.           Authorized Capital Stock..............................................................16
   Section 2.05.           Subsidiaries; Joint Ventures..........................................................17
   Section 2.06.           Financial Statements..................................................................18
   Section 2.07.           Events Subsequent to the Date of the Balance Sheet....................................19
   Section 2.08.           Litigation; Compliance with Law.......................................................19
   Section 2.09.           Proprietary Information of Third Parties..............................................20
   Section 2.10.           Intellectual Property.................................................................21
   Section 2.11.           Title to Properties...................................................................21
   Section 2.12.           Leasehold Interests...................................................................22
   Section 2.13.           Insurance.............................................................................22
   Section 2.14.           Taxes.................................................................................22
   Section 2.15.           Other Agreements......................................................................24
   Section 2.16.           Significant Customers and Suppliers...................................................26
   Section 2.17.           Governmental Approvals................................................................26
   Section 2.18.           Offering of the Preferred Shares......................................................26
   Section 2.19.           Brokers...............................................................................27
   Section 2.20.           Officers..............................................................................27
   Section 2.21.           Transactions With Affiliates..........................................................27
   Section 2.22.           Employees.............................................................................27
   Section 2.23.           Environmental Protection..............................................................27
   Section 2.24.           ERISA.................................................................................28

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS...................................................30

   Section 3.01.           Authority.............................................................................30
   Section 3.02.           Title and Other Matters...............................................................30
   Section 3.03.           Investment Experience.................................................................30
   Section 3.04.           Investment............................................................................31
   Section 3.05.           Rule 144..............................................................................31

                                     - i -

                                                                                                           
   Section 3.06.           Access to Information.................................................................31
   Section 3.07.           Right to Vote.........................................................................31
   Section 3.08.           Legends...............................................................................32
   Section 3.09.           Residence.............................................................................32

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER...........................................................32

   Section 4.01.           Organization, Qualifications and Corporate Power......................................32
   Section 4.02.           Authorization of Agreements, Etc......................................................32
   Section 4.03.           Validity..............................................................................33
   Section 4.04.           Authorized Capital Stock..............................................................33
   Section 4.05.           Financial Statements..................................................................34
   Section 4.06.           Litigation; Compliance with Law.......................................................35
   Section 4.07.           Brokers...............................................................................35
   Section 4.08.           Environmental Protection..............................................................35
   Section 4.09.           ERISA.................................................................................36
   Section 4.10.           Title to Properties...................................................................36
   Section 4.11.           Proprietary Information of Third Parties..............................................36
   Section 4.12.           Intellectual Property.................................................................37
   Section 4.13.           Taxes.................................................................................37
   Section 4.14.           Investment Experience.................................................................37
   Section 4.15.           Investment............................................................................37
   Section 4.16.           Rule 144..............................................................................38
   Section 4.17.           Access to Information.................................................................38
   Section 4.18.           Legends...............................................................................38

ARTICLE V CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER IN THE EVENT OF AN
EXERCISE OF THE CALL RIGHT, THE PUT RIGHT OR THE ADDITIONAL CALL RIGHT ..........................................38

ARTICLE VI CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY AND THE
SHAREHOLDERS IN THE EVENT OF AN EXERCISE OF THE CALL RIGHT, THE PUT RIGHT OR THE
ADDITIONAL CALL RIGHT ...........................................................................................43

ARTICLE VII COVENANTS OF THE COMPANY AND THE SHAREHOLDERS........................................................46

   Section 7.01.           Financial Statements, Reports, Etc....................................................46
   Section 7.02.           Reserve for Conversion Shares.........................................................47
   Section 7.03.           Corporate Existence; Line and Operation of Business...................................47
   Section 7.04.           Cooperation in connection with the Purchaser IPO......................................48
   Section 7.05.           Properties, Business, Insurance.......................................................48
   Section 7.06.           Inspection, Consultation and Advice...................................................48
   Section 7.07.           Restrictive Agreements Prohibited; Integration........................................48
   Section 7.08.           Use of Proceeds; Purchaser Preferred Shares...........................................49
   Section 7.09.           Employee Nondisclosure and Developments Agreements....................................49
   Section 7.10.           Keeping of Records and Books of Account...............................................49

                                     - ii -

                                                                                                           
   Section 7.11.           Non-Competition; Non-Solicitation; Customer Interference..............................49
   Section 7.12.           Voting Agreements; No Solicitation; Option Agreements.................................50
   Section 7.13.           Certain Restrictions and Limitations..................................................51
   Section 7.14.           Restrictive Legend; Issuance of Additional Securities.................................51
   Section 7.15.           Money Obligations.....................................................................52
   Section 7.16.           Agreements............................................................................52
   Section 7.17.           Transactions with Affiliates..........................................................52
   Section 7.18.           Dividends, Distributions and Payments to Shareholders; Option Grants..................52
   Section 7.19.           Other Information and Events..........................................................53
   Section 7.20.           Future Subsidiaries...................................................................53
   Section 7.21.           Qualification.........................................................................53
   Section 7.22.           Draft Opinion.........................................................................53

ARTICLE VIII COVENANTS OF PURCHASER..............................................................................54

   Section 8.01.           Financial Statements, Reports.........................................................54
   Section 8.02.           Voting................................................................................54
   Section 8.03.           Inspections, Consultation and Advice..................................................55
   Section 8.04.           Purchaser IPO.........................................................................55
   Section 8.05.           Non-Solicitation......................................................................55
   Section 8.06.           Employee Benefits.....................................................................55
   Section 8.07.           Merger Subsidiary.....................................................................56
   Section 8.08.           Options...............................................................................56

ARTICLE IX MUTUAL COVENANTS......................................................................................57

   Section 9.01.           Antitrust Notification; Governmental Approvals........................................57
   Section 9.02.           Agreement of Merger...................................................................57
   Section 9.03.           Taxes.................................................................................57

ARTICLE X INDEMNIFICATION........................................................................................58

   Section 10.01.          Indemnification By the Company and the Shareholders...................................58
   Section 10.02.          Indemnification By Purchaser..........................................................59
   Section 10.03.          Indemnification Procedures............................................................59
   Section 10.04.          Limitations on Liability..............................................................61
   Section 10.05.          Claims Related to Voting Agreements and Option Agreements.............................62
   Section 10.06.          Claims Against the Company............................................................62
   Section 10.07.          Insurance.............................................................................62

ARTICLE XI MISCELLANEOUS.........................................................................................63

   Section 11.01.          Expenses..............................................................................63
   Section 11.02.          Survival of Representations and Warranties............................................63
   Section 11.03.          Right of Co-Sale......................................................................63
   Section 11.04.          Waiver of Claims......................................................................64
   Section 11.05.          Restrictions on Transfer; Right of First Refusal......................................64
   Section 11.06.          Brokerage.............................................................................65

                                     - iii -

                                                                                                           
   Section 11.07.          Parties in Interest...................................................................65
   Section 11.08.          Notices...............................................................................65
   Section 11.09.          Termination...........................................................................66
   Section 11.10.          Governing Law; Consent to Jurisdiction................................................66
   Section 11.11.          Entire Agreement......................................................................67
   Section 11.12.          Counterparts..........................................................................67
   Section 11.13.          Amendments; Waiver....................................................................67
   Section 11.14.          Severability..........................................................................67
   Section 11.15.          Titles and Subtitles..................................................................67
   Section 11.16.          Certain Defined Terms.................................................................67
   Section 11.17.          Public Announcement...................................................................71
   Section 11.18.          Time is of the Essence................................................................72

SPOUSAL CONSENT ................................................................................................ 75

                                     - iv -

INDEX TO EXHIBITS
               
EXHIBIT A         Certificate of Determination
EXHIBIT B         Articles of of the Company
EXHIBIT C         Agreement of Merger
EXHIBIT D         Purchaser Shares Registration Rights Agreement
EXHIBIT E         Purchaser Promissory Note
EXHIBIT F         First Company Promissory Note
EXHIBIT G         Escrow Agreement
EXHIBIT H         Second Company Promissory Note
EXHIBIT I         Pillsbury Winthrop Legal Opinion
EXHIBIT J         Dechert Legal Opinion
EXHIBIT K         Voting Agreement
EXHIBIT L         Option Agreement
EXHIBIT M         Press Release

                                      - v-

                                  DEFINED TERMS

                                                                                                              
Acquired Percentage...............................................................................................5
Additional Call Right.............................................................................................6
Additional Call Right Look Back...................................................................................7
Additional Call Right Notice.....................................................................................10
Additional Call Right Option Expiration Date.....................................................................14
Additional Call Right Out-of-Money Options........................................................................8
Additional Call Right Purchase Amount.............................................................................6
Additional Purchaser Options.....................................................................................56
Additional Shares................................................................................................51
Agreement.........................................................................................................1
Agreement of Merger...............................................................................................4
Alternate Additional Call Right Per Share Purchase Amount.........................................................7
Assets and Properties............................................................................................67
Assumed Options..................................................................................................13
Balance Sheet....................................................................................................18
Benefit Arrangement..............................................................................................29
Benefit Arrangements.............................................................................................29
Business or Condition............................................................................................68
Call Right........................................................................................................2
Call Right Notice................................................................................................10
Certificate of Determination......................................................................................1
Charter Documents.................................................................................................2
Code.............................................................................................................13
Company...........................................................................................................1
Company Common Stock..............................................................................................1
Company Indemnified Parties......................................................................................59
Company Initial Closing Basket...................................................................................61
Company IPO.......................................................................................................9
Company Liquidity Event...........................................................................................9
Company Options..................................................................................................14
Company Repurchase................................................................................................4
Company Stock Option Plan........................................................................................13
Company's Refusal Period.........................................................................................65
Conversion Rate..................................................................................................13
Conversion Shares................................................................................................15
Damage...........................................................................................................59
Damages..........................................................................................................59
Declining Notice.................................................................................................10
DOJ..............................................................................................................57
Employee Plan....................................................................................................29
Employee Plans...................................................................................................29

                                     - i -

                                                                                                              
Environmental Laws...............................................................................................28
ERISA............................................................................................................28
Escrow Agent.....................................................................................................12
Escrow Agreement.................................................................................................12
excess parachute payments........................................................................................23
Financial Statements.............................................................................................18
First Company Promissory Note.....................................................................................9
FTC..............................................................................................................57
Fully Diluted Shares.............................................................................................68
Hazardous Substances.............................................................................................28
HSR Act..........................................................................................................57
Indemnified Party................................................................................................60
Indemnifying Party...............................................................................................60
Initial Closing Date..............................................................................................2
Initial Filing Date..............................................................................................10
Intellectual Property............................................................................................68
Inventions.......................................................................................................68
IPO Notice.......................................................................................................55
Joint Venture....................................................................................................24
Joint Venture Shares.............................................................................................18
Joint Ventures...................................................................................................15
Litigation Conditions............................................................................................60
Look-Back Amount..................................................................................................9
material.........................................................................................................69
Material Adverse Effect..........................................................................................69
Material Contracts...............................................................................................26
Measuring Date....................................................................................................6
Merger............................................................................................................1
Merger Subsidiary.................................................................................................1
Non-Selling Shareholders.........................................................................................63
Offered Price....................................................................................................63
Offered Shares...................................................................................................63
Operating Income.................................................................................................69
Operating Income Margin..........................................................................................70
Option Agreement.................................................................................................51
Option Expiration Date...........................................................................................13
Option Number....................................................................................................56
Out-of-Money Company Options......................................................................................5
person...........................................................................................................70
Pillsbury........................................................................................................40
Pillsbury Opinion................................................................................................40
Pillsbury Qualifications.........................................................................................42
Post-Initial Closing Balance Sheet...............................................................................41
Post-Initial Closing Financial Statements........................................................................41

                                     - ii -

                                                                                                              
Preferred Stock..................................................................................................16
Premises.........................................................................................................28
Proposal.........................................................................................................50
Proposed Transferee..............................................................................................63
Purchase Option...................................................................................................2
Purchaser.........................................................................................................1
Purchaser Balance Sheet..........................................................................................34
Purchaser Charter Documents......................................................................................33
Purchaser Class A Common Stock...................................................................................33
Purchaser Class B Common Stock...................................................................................33
Purchaser Class C Common Stock...................................................................................33
Purchaser Class D Common Stock...................................................................................33
Purchaser Common Stock...........................................................................................34
Purchaser Financial Statements...................................................................................34
Purchaser Indemnified Parties....................................................................................58
Purchaser Initial Closing Basket.................................................................................61
Purchaser IPO.....................................................................................................4
Purchaser Offered Price..........................................................................................64
Purchaser Offered Shares.........................................................................................64
Purchaser Preferred Shares........................................................................................1
Purchaser Preferred Stock........................................................................................33
Purchaser Premises...............................................................................................36
Purchaser Promissory Notes........................................................................................7
Purchaser Shares..................................................................................................6
Purchaser Shares Registration Rights Agreement....................................................................6
Purchaser Subsidiaries...........................................................................................32
Purchaser's Notice...............................................................................................64
Put Right.........................................................................................................2
Put Right Notice.................................................................................................10
Registration Rights Agreement.....................................................................................3
Remaining Shares..................................................................................................2
Remaining Shares Per Share Purchase Amount........................................................................5
Remaining Shares Purchase Amount..................................................................................5
Representatives..................................................................................................50
Repurchased Preferred Shares......................................................................................9
Restriction Period...............................................................................................49
Revenues.........................................................................................................70
Right of First Refusal...........................................................................................65
Second Company Promissory Note...................................................................................12
SEG...............................................................................................................3
Selling Shareholder Notice.......................................................................................63
Selling Shareholders.............................................................................................63
Series A Preferred Stock..........................................................................................1
Shareholder.......................................................................................................1

                                    - iii -

                                                                                                              
Shareholders......................................................................................................1
Software.........................................................................................................70
Subsequent Closing...............................................................................................10
Subsequent Closing Date..........................................................................................10
Subsidiaries.....................................................................................................15
Subsidiary.......................................................................................................24
Subsidiary Shares................................................................................................17
Tangible Net Worth...............................................................................................71
Tax..............................................................................................................23
Tax Return.......................................................................................................23
Taxes............................................................................................................23
Taxing Authority.................................................................................................22
Termination Date..................................................................................................4
Third Party Claim................................................................................................60
Voting Agreement.................................................................................................50

                                     - iv -

                          PURCHASE AND OPTION AGREEMENT

     This PURCHASE AND OPTION AGREEMENT (the "Agreement") is dated as of January
25, 2002 among Bentley Systems, Incorporated, a Delaware corporation
("Purchaser"), Rebis, a California corporation (the "Company"), and the several
shareholders of the Company named in the attached Schedule I (individually a
"Shareholder" and collectively the "Shareholders").

     WHEREAS, the Company has authorized but unissued Series A Convertible
Preferred Stock, no par value (the "Series A Preferred Stock"), having the terms
set forth in the Amended and Restated Certificate of Determination attached
hereto as Exhibit A (the "Certificate of Determination");

     WHEREAS, the Company wishes to issue and sell to Purchaser 501,932 shares
(the "Purchaser Preferred Shares") of Series A Preferred Stock;

     WHEREAS, Purchaser wishes to purchase the Purchaser Preferred Shares on the
terms and subject to the conditions set forth in this Agreement;

     WHEREAS, the Company and Purchaser each wish to have an option to cause the
other to enter into an agreement of merger which will effect the merger of a
to-be-formed California corporation that will be a wholly-owned subsidiary of
Purchaser (the "Merger Subsidiary") with and into the Company, with the Company
as the surviving corporation (the "Merger"). Pursuant to the Merger, Purchaser
shall acquire all of the capital stock of the Company that Purchaser does not
own after its purchase of the Purchaser Preferred Shares (except those subject
to dissenters' rights), the effect of which will be that Purchaser shall own one
hundred percent (100%) of the issued and outstanding capital stock of the
Company (assuming Purchaser has not transferred any of the Purchaser Preferred
Shares); and

     WHEREAS, as an inducement to Purchaser to enter into this Agreement, each
Shareholder shall agree to vote all shares of Common Stock, no par value, of the
Company ("Company Common Stock") held by him in favor of approval and adoption
of the Merger and the Agreement of Merger;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in this Agreement, the parties agree as follows:

                                    ARTICLE I

                         THE PURCHASER PREFERRED SHARES

     Section 1.01. Issuance, Sale and Delivery of the Purchaser Preferred Shares
and the Purchase Option. Subject to the terms and conditions of this Agreement,
at the Initial Closing (as defined below), the Company agrees to issue and sell
to Purchaser and Purchaser hereby agrees to purchase from the Company, 501,932
shares of Series A Preferred Stock. In addition, the Company grants Purchaser an
option (the "Call Right") to acquire all of the capital stock of the Company
that Purchaser does not own after its purchase of the Purchaser Preferred Shares

(such securities, the "Remaining Shares") and Purchaser grants the Company an
option (the "Put Right") to sell the Remaining Shares, on the terms and subject
to the conditions described in Section 1.03 (collectively, the "Purchase
Option"). The aggregate purchase price to be paid by Purchaser for the Purchaser
Preferred Shares and the Purchase Option shall be Five Million Dollars
($5,000,000).

     Section 1.02. Initial Closing. (a) Time and Place of the Initial Closing.
The closing with respect to the sale and purchase of the Purchaser Preferred
Shares and the Purchase Option shall take place on the date hereof and
simultaneously with the delivery and execution of this Agreement at the offices
of Dechert, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, PA 19103,
at 10:00 a.m., Philadelphia time, or at such other location, date and time as
may be agreed upon between Purchaser and the Company (such closing being called
the "Initial Closing" and such date and time being called the "Initial Closing
Date"). At the Initial Closing, the Company shall issue and deliver to
Purchaser, a stock certificate or certificates in definitive form, registered in
the name of Purchaser, representing the Purchaser Preferred Shares being
purchased by Purchaser at the Initial Closing. As payment in full for the
Purchaser Preferred Shares being purchased by it under this Agreement, and
against delivery of the stock certificate or certificates therefor as aforesaid,
and in payment for the Call Right, the Additional Call Right (as defined below)
and the other rights of Purchaser related to the Purchase Option set forth
herein, on the Initial Closing Date Purchaser shall transfer to the bank
accounts designated in Section 1.02(b)(ii)(A) hereof Five Million Dollars
($5,000,000) (the "Initial Closing Payment") by wire transfer.

     (b)  Deliveries at the Initial Closing.

          (i)  Deliveries by the Company and the Shareholders to Purchaser. At
the Initial Closing, the Company and, with respect to subsections (G) and (H),
the Shareholders shall deliver or cause to be delivered the following to
Purchaser:

          (A)  a stock certificate or certificates in definitive form,
registered in the name of Purchaser, representing the Purchaser Preferred
Shares;

          (B)  the Articles of Incorporation of the Company, as amended,
attached hereto as Exhibit B and the Certificate of Determination (collectively
referred to as the "Charter Documents"), certified as of a recent date by the
Secretary of State of the State of California;

          (C)  (1) a complete copy of the Bylaws of the Company as in effect on
the Initial Closing Date; and (2) a complete copy of all resolutions adopted by
the Board of Directors of the Company authorizing the execution, delivery and
performance of this Agreement and the Registration Rights Agreement (as defined
below), the issuance, sale and delivery of the Purchaser Preferred Shares and
the reservation, issuance and delivery of the Conversion Shares (as defined
below), and a secretary's certificate to the effect that all such resolutions
are in full force and effect and are all the resolutions adopted in connection
with the transactions contemplated by this Agreement and the Registration Rights
Agreement.

                                     - 2 -

          (D)  the Registration Rights Agreement (the "Registration Rights
Agreement"), executed by the Company;

          (E)  an opinion of Pillsbury Winthrop LLP, counsel to the Company,
dated the date of the Initial Closing;

          (F)  the Voting Agreement (as defined below) of each Shareholder,
executed by each Shareholder;

          (G)  the Option Agreement (as defined below) of each Shareholder,
executed by each Shareholder; and

          (H)  such other agreements, certificates and documents as may be
reasonably requested by Purchaser.

          (ii) Deliveries by Purchaser to the Company and Shareholders. At the
Initial Closing, Purchaser shall deliver or cause to be delivered the following
to the Company and, with respect to subsection (C), to each Shareholder:

          (A)  the Initial Closing Payment (of which Four Million Seven Hundred
and Twenty-Five Thousand Dollars ($4,725,000) shall be paid to a bank account
designated in writing by the Company and of which Two Hundred and Seventy-Five
Thousand Dollars ($275,000) shall be paid to a bank account designated in
writing by Software Equity Group, L.L.C. ("SEG") in full payment of a fee
payable by the Company to SEG at the Initial Closing);

          (B)  the Registration Rights Agreement, executed by Purchaser;

          (C)  the Option Agreement of each Shareholder, executed by Purchaser;

          (D)  an opinion of Dechert, counsel to Purchaser, dated the date of
the Initial Closing; and

          (E)  such other agreements, certificates and documents as may be
reasonably requested by the Company.

          (iii) Delivery by the Company to the Shareholders. Prior to the
Initial Closing, each Shareholder shall deliver or cause to be delivered to the
Company certificates in definitive form representing the shares of Company
Common Stock set forth beside such Shareholder's name on Schedule 3.07 hereof,
and at the Initial Closing, the Company shall return such certificates to each
such Shareholder, and each such returned certificate shall bear the following
legend:

     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE
     PURCHASE AND OPTION AGREEMENT DATED JANUARY 25, 2002 BY AND AMONG THE
     COMPANY, PURCHASER AND CERTAIN OF THE SHAREHOLDERS OF THE COMPANY
     (INCLUDING CERTAIN CO-SALE PROVISIONS CONTAINED THEREIN), THE VOTING
     AGREEMENT DATED JANUARY 25, 2002 BY AND BETWEEN THE PURCHASER AND THE

                                      - 3 -

     SHAREHOLDER, AND THE OPTION AGREEMENT DATED JANUARY 25, 2002 BY AND BETWEEN
     THE PURCHASER AND THE SHAREHOLDER, COPIES OF WHICH ARE ON FILE WITH THE
     SECRETARY OF THE COMPANY.

     Section 1.03 Option

          (a)  Grant of Option. The Purchase Option shall be granted at the
Initial Closing. Upon the earlier to occur of (i) ninety (90) days following the
Initial Closing, or (ii) the consummation by the Company of the repurchase of
certain issued and outstanding shares of Company Common Stock within ninety (90)
days following the Initial Closing Date as provided for in Section 7.08 hereof
(the "Company Repurchase"), and subject to the other provisions of this Section
1.03, (A) pursuant to the Call Right, Purchaser shall have an option to cause
the Company and the Shareholders to enter into an Agreement of Merger in the
form attached hereto as Exhibit C (the "Agreement of Merger") and (B) pursuant
to the Put Right, the Company shall have an option to cause Purchaser to form
Merger Subsidiary and cause Merger Subsidiary to enter into the Agreement of
Merger.

          (b)  Term of Option. The Call Right and the Put Right shall be
exercisable in accordance with Section 1.03(g), subject to the consummation of
an initial public offering registered under the Securities Act covering the
offer and sale to the public for the account of Purchaser of common stock of
Purchaser (the "Purchaser IPO"). The Call Right and the Put Right shall
terminate (the date of such termination, as it may be extended in accordance
herewith, is referred to as the "Termination Date") on March 31, 2003; provided
that (i) upon written notice duly given to Purchaser prior to the date sixty
(60) days prior to the Termination Date then in effect, the Company shall have
the right without the consent of Purchaser to extend the Termination Date with
respect to the Call Right, the Put Right and the Additional Call Right (as
defined below) until December 31, 2003, and thereafter, the Company shall have
the right with the written consent of Purchaser to extend the Termination Date,
and (ii) in the event that Purchaser files a registration statement under the
Securities Act in connection with a proposed Purchaser IPO prior to the
Termination Date, the Termination Date shall automatically be extended, if
applicable, until the earlier of the date (A) that is seven months after the
filing of such registration statement or (B) on which such registration
statement is withdrawn.

          (c)  Conditions to the Consummation of the Transactions Contemplated
by the Put Right and the Call Right. The Company's ability to consummate the
transactions contemplated by the Put Right and Purchaser's obligation to honor
the Put Right and enter into the Agreement of Merger shall be subject to the
satisfaction or waiver of the conditions set forth in Article V hereof.
Purchaser's ability to consummate the transactions contemplated by the Call
Right and the Company's obligation to honor the Call Right and enter into the
Agreement of Merger shall be subject to the satisfaction or waiver of the
conditions set forth in Article VI hereof.

          (d)  Purchase Price. In the event that Purchaser exercises the Call
Right or the Company exercises the Put Right, the per share purchase price for
the Remaining Shares shall equal an amount (the "Remaining Shares Per Share
Purchase Amount") equal to ((A x B) + C) x D / E, where "A" is the initial
public offering price per share of Purchaser common stock in the Purchaser IPO
times the total number of shares of common stock of Purchaser outstanding on a

                                      - 4 -

fully diluted basis (determined using the treasury method) immediately following
the consummation of the Purchaser IPO (including the Purchaser Shares (as
defined below)), where "B" is a fraction obtained by dividing (y) the Company's
Revenues (as defined in Section 11.16) for the trailing four full quarters
before the Purchaser IPO by (z) the sum of Purchaser's Revenues for the trailing
four full quarters before the Purchaser IPO plus the Company's Revenues for the
trailing four full quarters before the Purchaser IPO, where "C" is an amount
equal to the aggregate amount that would have been paid to the Company in cash
upon the exercise of Company Options (as defined below) that are Assumed Options
(as defined below) on the Subsequent Closing Date, where "D" is the percentage
of Fully Diluted Shares (as defined below but excluding Out-of-Money Company
Options as defined below) of the Company on the Subsequent Closing Date that are
not owned by Purchaser (the "Acquired Percentage"), and where "E" is the total
number of Fully Diluted Shares (excluding Out-of-Money Company Options) of the
Company on the Subsequent Closing Date that are not owned by Purchaser.
"Out-of-Money Company Options" are Company Options with an exercise price
greater than (e) the percentage of the Fully Diluted Shares of the Company on
the date of the Call Right Notice (as defined below) or the Put Right Notice (as
defined below), as applicable, that are not owned by Purchaser, multiplied by
(f) the sum of (1) "A" x "B" as defined in the first sentence of this paragraph
(except that "A" and "B" shall be calculated based upon information in the
preliminary prospectus related to the Purchaser IPO, including using the middle
of the proposed range for the initial public offering price per share of
Purchaser common stock in the Purchaser IPO and Revenue information concerning
each party if such Revenue information is reported in such preliminary
prospectus) plus (2) the aggregate amount that would result from the exercise of
all Company Options outstanding on the date of the Call Right Notice or Put
Right Notice, as applicable, divided by (g) the total number of Fully Diluted
Shares outstanding on the date of the Call Right Notice or the Put Right Notice,
as applicable. The "Remaining Shares Purchase Amount" shall equal the Remaining
Shares Per Share Purchase Amount times the total number of shares outstanding of
the Company (not including shares underlying Company Options) on the Subsequent
Closing Date that are not owned by Purchaser. Notwithstanding the foregoing, in
no event shall the product of "A" x "B" in the first sentence of this paragraph
equal less than two times the Company's Revenues for the trailing four full
quarters immediately prior to the Purchaser IPO. In addition, notwithstanding
the foregoing, in the event that the prospectus used in the Purchaser IPO does
not include any historical or pro-forma financial disclosure about the Company,
then clause (z) above, which is used in the calculation of "B" in the first
sentence of this paragraph, shall equal Purchaser's Revenues for the trailing
four full quarters before the Purchaser IPO. In addition, notwithstanding the
foregoing, the maximum number of shares of Company Common Stock underlying
Company Options plus the maximum number of shares issued upon exercise of
Company Options between the Initial Closing Date and the Subsequent Closing Date
that may be taken account of in the calculation of the Acquired Percentage shall
not be higher than three million five hundred thirteen thousand five hundred
twenty-four (3,513,524) minus the number of shares of Company Common Stock
outstanding on the Measuring Date. In addition, after the expiration of any
over-allotment option granted to the underwriters in connection with the
Purchaser IPO, if the underwriters exercised such over-allotment option, to the
extent the shares of Purchaser common stock issued upon exercise of such
over-allotment option were not taken account of in the calculation of "A" in the
first sentence of this paragraph at the Subsequent Closing Date, the Remaining
Shares Per Share Purchase Amount calculated at the Subsequent Closing Date shall
be re-calculated such that "A" in such recalculation takes

                                      - 5 -

account of the shares of Purchaser common stock issued upon exercise of such
over-allotment option that were not taken account of in the calculation of "A"
at the Subsequent Closing Date, and the positive difference between the
Remaining Shares Per Share Purchase Amount as calculated pursuant to this
sentence and as calculated on the Subsequent Closing Date shall be distributed
to the former shareholders of the Company. The "Measuring Date" shall be the
date that is the earlier to occur of (A) the ninety-first (91st) day after the
Initial Closing Date; or (B) the first day after the date on which the Company
informs Purchaser pursuant to Section 11.08 hereof that the Company Repurchase
is complete.

The Remaining Shares Purchase Amount shall be paid in a combination of cash and
shares of Purchaser common stock (valued at the public offering price per share
in the Purchaser IPO) (the "Purchaser Shares"), such that the cash paid by
Purchaser shall equal seventy percent (70%) of the Remaining Shares Purchase
Amount. The balance of the Remaining Shares Purchase Amount shall be payable in
Purchaser Shares. The Purchaser Shares shall have registration rights pursuant
to the terms of a Registration Rights Agreement in substantially the form
attached hereto as Exhibit D (the "Purchaser Shares Registration Rights
Agreement"). On the Subsequent Closing Date (as defined below), each outstanding
share of Company Common Stock (other than shares of Company Common Stock held by
Purchaser and dissenting shares of Company Common Stock) shall be converted into
the right to receive the Remaining Shares Per Share Purchase Amount (less the
pro rata portion of the fee due to SEG), with each share being converted into
the same combination of Purchaser Shares and cash. Company Options shall be
treated as set forth in Section 1.03(i)(A) hereof.

          (e)  Additional Call Right. On or after one hundred eighty (180) days
following the Initial Closing Date, in addition to the Call Right, Purchaser
shall have an option (the "Additional Call Right"), subject to the satisfaction
or waiver by the party entitled to waive the same of the conditions set forth in
Article VI hereof, to cause the Company and the Shareholders to enter into the
Agreement of Merger. In the event that Purchaser exercises the Additional Call
Right, the per share purchase price for the Remaining Shares and the Company
Options (excluding Additional Call Right Out-of-Money Options (as defined
below)) (the "Additional Call Right Per Share Purchase Amount") shall equal (i)
the percentage of Fully Diluted Shares (excluding Additional Call Right
Out-of-Money Options) of the Company on the Subsequent Closing Date that are not
owned by Purchaser multiplied by (ii) the sum of (A) two times the Company's
Revenues for the trailing four full quarters at the time of such exercise plus
(B) the aggregate amount that would have been paid to the Company in cash upon
the exercise of Company Options outstanding on the Subsequent Closing Date that
are not Additional Call Right Out-of-Money Options divided by (iii) the total
number of Fully Diluted Shares (excluding Additional Call Right Out-of-Money
Options) of the Company on the Subsequent Closing Date that are not owned by
Purchaser. The "Additional Call Right Purchase Amount" shall equal (a) the
Additional Call Right Per Share Purchase Amount multiplied by the total number
of Fully Diluted Shares (excluding Additional Call Right Out-of-Money Options)
of the Company on the Subsequent Closing Date that are not owned by Purchaser
minus (b) the aggregate amount that would have been paid to the Company in cash
upon the exercise of Company Options outstanding on the Subsequent Closing Date
that are not Additional Call Right Out-of-Money Options. The Additional Call
Right Purchase Amount shall be payable, at the option of Purchaser, in cash at
the Subsequent Closing (as defined below), or at least one-third in cash at the
Subsequent Closing and the remainder in the form of promissory notes of
Purchaser in the

                                      - 6 -

form attached hereto as Exhibit E (the "Purchaser Promissory Notes"). Company
Options shall be treated as set forth in Section 1.03(i)(B) hereof. The
Purchaser Promissory Notes will be dated the date of the Subsequent Closing and
will be payable in cash to each shareholder of the Company (other than Purchaser
and dissenting shareholders) in two equal annual installments for the remaining
amount of the Additional Call Right Purchase Amount payable to each such
shareholder of the Company, the first such installment to be payable one year
after the Subsequent Closing. The Purchaser Promissory Notes shall bear interest
at a rate equal to the interest rate in effect from time to time under any
revolving credit facility of Purchaser in excess of $5,000,000 or, if Purchaser
does not have such a revolving credit facility, at a rate equal to the annual
prime interest rate published in The Wall Street Journal from time to time plus
one percent (1%). The Purchaser Promissory Notes shall further provide that the
installment payments shall accelerate and become immediately due and payable (A)
upon the consummation of the Purchaser IPO, (B) upon the consummation of a sale
by Purchaser of its equity securities for cash, provided that the accelerated
amount will be limited to the net proceeds that are not to be used to redeem any
securities of Purchaser outstanding on the Initial Closing Date or (C) upon the
consummation of a sale of fifty percent (50%) or more of the stock or assets of
Purchaser or a merger or similar reorganization of Purchaser that results in
Purchaser's shareholders immediately prior to such transaction holding less than
fifty percent (50%) of the voting power of the surviving, continuing or
purchasing entity. Notwithstanding the foregoing, in the event Purchaser
exercises the Additional Call Right and so acquires the Remaining Shares, if a
Purchaser IPO is consummated prior to twelve (12) months after the Termination
Date in effect at the time Purchaser exercises the Additional Call Right, the
shareholders of the Company that sell the Remaining Shares to Purchaser and the
holders of Company Options outstanding on the Subsequent Closing Date that are
not Additional Call Right Out-of-Money Options shall be entitled to receive from
Purchaser, on the date the Purchaser IPO is consummated, for each such Remaining
Share or each share underlying such Company Options that are not Additional Call
Right Out-of-Money Options held by such holders, additional consideration in
cash (the "Additional Call Right Look Back") equal to the excess, if any, net of
fees due to SEG equal to five and one-half percent (5 -1/2%) of such excess,
which shall also be deducted from the Additional Call Right Look Back and paid
by Purchaser on behalf of such holders to SEG on the date the Purchaser IPO is
consummated, of the Alternate Additional Call Right Per Share Purchase Amount
(as defined below) over the Additional Call Right Per Share Purchase Amount. The
"Alternate Additional Call Right Per Share Purchase Amount" is equal to ((A x B)
+ C) x D/E, where "A" is the initial public offering price per share of
Purchaser common stock in the Purchaser IPO multiplied by the total number of
shares of common stock of Purchaser outstanding on a fully diluted basis
(determined using the treasury method) immediately following the consummation of
the Purchaser IPO, where "B" is a fraction obtained by dividing (y) the
Company's Revenues for the trailing four full quarters before the exercise of
the Additional Call Right by (z) the sum of Purchaser's Revenues for the
trailing four full quarters before the exercise of the Additional Call Right
plus the Company's Revenues for the trailing four full quarters before the
exercise of the Additional Call Right, where "C" is the aggregate amount that
would have been paid to the Company in cash upon the exercise of Company Options
outstanding on the Subsequent Closing Date that were not Additional Call Right
Out-of-Money Options, where "D" is the percentage of Fully Diluted Shares
(excluding Additional Call Right Out-of-Money Options) of the Company on the
Subsequent Closing Date that were not owned by Purchaser, and where "E" is the
total number of Fully Diluted Shares (excluding

                                      - 7 -

Additional Call Right Out-of-Money Options) of the Company on the Subsequent
Closing Date that were not owned by Purchaser. In addition, after the expiration
of any over-allotment option granted to the underwriters in connection with the
Purchaser IPO, if the underwriters exercised such over-allotment option, to the
extent the shares of Purchaser common stock issued upon exercise of such
over-allotment option were not taken account of in the calculation of "A" in the
immediately preceding sentence, the Alternate Additional Call Right Per Share
Purchase Amount shall be re-calculated such that "A" in such recalculation takes
account of the shares of Purchaser common stock issued upon exercise of such
over-allotment option that were not taken account of in the initial calculation
of "A," and the positive difference between the Alternate Additional Call Right
Per Share Purchase Amount as calculated pursuant to this sentence and as
initially calculated shall be distributed to the former shareholders of the
Company. "Additional Call Right Out-of-Money Options" are Company Options
outstanding on the date of the Additional Call Right Notice (as defined below)
with an exercise price greater than (e) the percentage of the Fully Diluted
Shares of the Company on the date of the Additional Call Right Notice that are
not owned by Purchaser, multiplied by (f) the sum of (1) two times the Company's
Revenues for the trailing four full quarters at the time of the exercise of the
Additional Call Right plus (2) the aggregate amount that would result from the
exercise of all Company Options outstanding on the date of the Additional Call
Right Notice, divided by (g) the total number of Fully Diluted Shares of the
Company outstanding on the date of the Additional Call Right Notice.

          (f)  Rights After the Termination Date.

               (i)  In the event that the Company does not elect to extend the
Termination Date to December 31, 2003 as provided in Section 1.03(b), and the
Call Right, the Put Right and the Additional Call Right expire unexercised, the
Company shall have an option, subject to Section 1.03(f)(ii) below, exercisable
prior to the consummation of a Company Liquidity Event (as defined below) or a
Company IPO (as defined below) and no later than three years after the
Termination Date, to repurchase the Purchaser Preferred Shares from Purchaser,
and Purchaser shall have an option, exercisable within 90 days after the
Termination Date, to sell the Purchaser Preferred Shares to the Company, free
and clear of all liens, charges, claims, and encumbrances other than those
imposed by or through the Company, for an aggregate price equal to Three Million
Five Hundred Thousand Dollars ($3,500,000), payable in cash or pursuant to the
terms of the First Company Promissory Note (as defined below). Notwithstanding
the foregoing, if the Call Right, the Put Right and the Additional Call Right
expire unexercised after the consummation of the Purchaser IPO, Purchaser shall
not have such option to sell the Purchaser Preferred Shares to the Company. In
the event that the Company elects to extend the Termination Date to December 31,
2003 as provided in Section 1.03(b), and the Call Right, the Put Right and the
Additional Call Right expire unexercised, the Company shall have an option,
exercisable within three years after the Termination Date, to repurchase the
Purchaser Preferred Shares from Purchaser for an aggregate price equal to Three
Million Dollars ($3,000,000), payable in cash or pursuant to the terms of the
First Company Promissory Note.

               (ii) The Company may exercise its option to repurchase the
Purchaser Preferred Shares referred to in Section 1.03(f)(i), in whole or in
part from time to time during the period set forth in subsection (f)(i) above
(the "Repurchased Preferred Shares"); provided that partial exercises shall be
for not less than 125,483 shares of the Purchaser Preferred Shares. In the event
that Purchaser exercises its option referred to in Section 1.03(f)(i) to sell
the Purchaser

                                      - 8 -

Preferred Shares to the Company or the Company exercises its option referred to
in Section 1.03(f)(i) to repurchase such shares, the Company may pay for the
Purchaser Preferred Shares in three equal annual installments, pursuant to the
terms of a promissory note in the form attached hereto as Exhibit F (the "First
Company Promissory Note"). The First Company Promissory Note will be dated the
date of the closing of such sale and will provide that the first installment
will be due in cash on the first anniversary of the closing of such sale. The
First Company Promissory Note shall further provide that all such installments
shall accelerate and become immediately due upon completion of a Company
Liquidity Event. "Company Liquidity Event" means a sale of fifty percent (50%)
or more of the stock or assets of the Company or a merger of the Company that
results in the Company's shareholders immediately prior to such transaction
holding less than fifty percent (50%) of the voting power of the surviving,
continuing or purchasing entity.

               (iii) In the event that the Call Right, the Put Right and the
Additional Call Right expire unexercised and the Company exercises its option to
repurchase the Purchaser Preferred Shares from Purchaser under Section
1.03(f)(i) (but not if Purchaser exercises its option under Section 1.03(f)(i)
to sell the Purchaser Preferred Shares to the Company) and within one year after
the closing of any such repurchase there is a Company Liquidity Event or an
initial public offering of equity securities of the Company (a "Company IPO")
that is not a Company Liquidity Event, Purchaser shall be entitled to be paid
additional consideration, if any, equal to the Look-Back Amount. The "Look-Back
Amount" shall be equal to the positive difference between the consideration
payable to Purchaser as a result of such repurchase and (A) in the case of a
Company Liquidity Event in which the valuation of the Company upon which the
Company Liquidity Event was based exceeded $28,000,000, the consideration
Purchaser would have been entitled to if it had disposed of the Repurchased
Preferred Shares (or shares of Company Common Stock underlying the Repurchased
Preferred Shares) in such Company Liquidity Event, or (B) in the case of a
Company IPO that is not a Company Liquidity Event, in which the aggregate
valuation of the Company (based upon the market capitalization of the Company
immediately following the Company IPO) exceeds $28,000,000, the value of the
Repurchased Preferred Shares (on an as converted basis) at the Company IPO price
per share; provided, however, that in no event shall the total amount paid for
the Repurchased Preferred Shares (including the Look-Back Amount and any prior
payments made for the Repurchased Preferred Shares) exceed $5,000,000.

               (iv) Any closing under this Section 1.03(f) shall take place on
the date that is 30 days after written notice of the exercise of an option under
Section 1.03(f) has been delivered pursuant to Section 11.08 hereof by the
exercising party to the other party, and such closing shall take place at the
offices of Dechert, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, PA
19103, at 10:00 a.m., Philadelphia time, or at such other location, date and
time as may be agreed upon between Purchaser and the Company.

          (g)  Exercise of Call Right, Put Right and Additional Call Right.

               (i)  Exercise of Call Right and Put Right. Purchaser shall
deliver to the Company written notice pursuant to Section 11.08 hereof of its
intention to exercise (such notice, the "Call Right Notice") or not to exercise
(such notice, the "Declining Notice") the Call Right not more than 5 days after
the initial filing by Purchaser under the Securities Act with the

                                      - 9 -

Securities and Exchange Commission (the "Commission") of a registration
statement for the Purchaser IPO (the date of such initial filing, the "Initial
Filing Date"). The closing in connection with the Call Right shall be subject to
the consummation of the Purchaser IPO and the satisfaction of or waiver by the
party entitled to waive the same of the conditions set forth in Article V and
Article VI hereof. If the Company intends to exercise the Put Right, it shall
deliver to Purchaser written notice pursuant to Section 11.08 hereof (the "Put
Right Notice") of such intention not more than 20 days after the Company's
receipt of the Declining Notice, after which 20 day period, the Put Right shall
automatically terminate. The closing in connection with the Put Right shall be
subject to the consummation of the Purchaser IPO and the satisfaction of or
waiver by the party entitled to waive the same of the conditions set forth in
Article V and Article VI hereof. Within twenty (20) days after the date of the
Call Right Notice or the Put Right Notice, as applicable, provided that a
Purchaser Material Adverse Effect (as defined below) does not exist, the Company
shall convene a meeting or obtain the consent of the shareholders of the Company
for the purpose of approving the Agreement of Merger and the Merger.

               (ii) Exercise of the Additional Call Right. The Additional Call
Right may be exercised by Purchaser at any time on or after one hundred eighty
(180) days following the Initial Closing Date by written notice to the Company
pursuant to Section 11.08 hereof (the "Additional Call Right Notice").

          (h)  Subsequent Closing; Escrow; Additional Purchaser Right. (i)
Provided that Purchaser or the Company, as the case may be, shall have exercised
the Call Right or the Put Right, as the case may be, the closing with respect to
the exercise of the Call Right or the Put Right shall take place at the offices
of Dechert, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, PA 19103,
at 10:00 a.m., Philadelphia time, after the conditions set forth in Article V
and Article VI hereof are satisfied or waived by the party entitled to waive the
same concurrently with the closing of the Purchaser IPO or as soon as reasonably
practicable thereafter, at Purchaser's option. Provided that Purchaser shall
have exercised the Additional Call Right, the closing with respect to the
Additional Call Right shall take place at such offices of Dechert at 10:00 a.m.,
Philadelphia time, five (5) business days after the date on which all the
conditions set forth in Article V and Article VI hereof with respect to the
Additional Call Right have been satisfied or waived by the party entitled to
waive the same, or at such other location, date and time as may be agreed upon
between Purchaser and the Company. The closing related to the exercise of the
Call Right, the Put Right or the Additional Call Right shall be referred to as
the "Subsequent Closing," and the date and time of the Subsequent Closing shall
be referred to as the "Subsequent Closing Date."

               (ii) At the Subsequent Closing in connection with the exercise of
the Put Right, Call Right or the Additional Call Right, the Company and the
Shareholders shall deliver to Purchaser a certificate dated the Subsequent
Closing Date and signed by the President and Chief Financial Officer of the
Company and by each Shareholder certifying that, subject to the updated
disclosure schedules related to such representations and warranties delivered by
the Company and the Shareholders concurrently with the delivery of such
certificate and attached to such certificate, the representations and warranties
of the Company and the Shareholders contained in this Agreement not qualified as
to materiality shall be true and correct in all material respects, and the
representations and warranties that are qualified as to materiality shall be
true

                                     - 10 -

and correct in all respects, in each case as of the Subsequent Closing Date as
if made on and as of the Subsequent Closing Date, except to the extent that such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall be true and correct as of such
earlier date). Notwithstanding the fact that a representation and warranty of
the Company and the Shareholders delivered on the Initial Closing Date was not
made subject to any disclosure set forth on a disclosure schedule, the Company
and the Shareholders shall be permitted to deliver such a disclosure schedule in
connection with such representation and warranty at the Subsequent Closing, and
in no event shall the mere addition of any such updated disclosure at the
Subsequent Closing give rise to any liability for a breach of representation or
warranty on the part of the Company or the Shareholders pursuant to Article X
hereof. To the extent that there is a balance sheet of any Joint Venture dated
as of a date reasonably close to the Subsequent Closing Date and prepared in
accordance with generally accepted accounting principles consistently applied,
the Company may deliver and represent and warrant the accuracy of such balance
sheet in lieu of the representation and warranty set forth in Section 2.06(d)
hereof.

                           (iii) At the Subsequent Closing in connection with
the exercise of the Additional Call Right, if Purchaser elects to pay a portion
of the Additional Call Right Purchase Amount pursuant to the Purchaser
Promissory Notes, Purchaser shall deliver to the Company a certificate dated the
Subsequent Closing Date and signed by an authorized officer of Purchaser
certifying that, subject to the updated disclosure schedules to such
representations and warranties delivered by Purchaser concurrently with the
delivery of such certificate and attached to such certificate, the
representations and warranties of Purchaser contained in this Agreement not
qualified as to materiality shall be true and correct in all material respects,
and the representations and warranties that are qualified as to materiality
shall be true and correct in all respects, in each case as of the Subsequent
Closing Date as if made on and as of the Subsequent Closing Date, except to the
extent that such representations and warranties expressly relate to an earlier
date (in which case such representations and warranties shall be true and
correct as of such earlier date). Notwithstanding the fact that a representation
and warranty of Purchaser delivered on the Initial Closing Date was not made
subject to any disclosure set forth on a disclosure schedule, Purchaser shall be
permitted to deliver such a disclosure schedule in connection with such
representation and warranty at the Subsequent Closing, and in no event shall the
mere addition of any such updated disclosure at the Subsequent Closing give rise
to any liability for a breach of representation or warranty on the part of
Purchaser pursuant to Article X hereof.

                           (iv) At the Subsequent Closing, subject to Section
7.12(c) hereof, Purchaser shall deliver the Remaining Shares Purchase Amount or
the Additional Call Right Purchase Amount, as applicable, pursuant to the terms
of the Agreement of Merger; provided, however, that subject to Section 1.03(i)
hereof, in full payment of the fee then due to SEG, the Company and the
Shareholders direct that five and one-half percent (5 -1/2%) of the Remaining
Shares Purchase Amount or the Additional Call Right Purchase Amount, as
applicable, shall be paid on their behalf to SEG out of the cash portion of the
Remaining Shares Purchase Amount or the Additional Call Right Purchase Amount,
as applicable; provided, however, that if the Subsequent Closing is the result
of the exercise of the Call Right or the Put Right, Purchaser shall deposit or
cause to be deposited with a bank or trust company mutually agreed upon by
Purchaser and the Company (the "Escrow Agent") that number of Purchaser Shares
having a

                                     - 11 -

value (measured at the initial public offering price per share of Purchaser
common stock in the Purchaser IPO) equal to ten percent (10%) of the Remaining
Shares Purchase Amount (all of which Purchaser Shares equal to ten percent (10%)
of the Remaining Shares Purchase Amount shall be Purchaser Shares to be
delivered to the Shareholders as part of the Remaining Shares Purchase Amount,
and the number of such Purchaser Shares of each Shareholder to be deposited
shall be based upon such Shareholder's ownership percentage of shares of Company
Common Stock on the Initial Closing Date) to be held and disbursed in accordance
with the terms of an Escrow Agreement in substantially the form attached hereto
as Exhibit G (the "Escrow Agreement"); provided further, however, that if the
Subsequent Closing is the result of the exercise of the Additional Call Right,
and Purchaser elects to pay the Additional Call Right Purchase Amount in cash at
the Subsequent Closing rather than one-third in cash at the Subsequent Closing
and the remainder pursuant to Purchaser Promissory Notes, Purchaser shall
deposit or cause to be deposited with the Escrow Agent an amount of cash equal
to ten percent (10%) of the Additional Call Right Purchase Amount (all of which
cash equal to ten percent (10%) of the Additional Call Right Purchase Amount
shall be cash to be paid to the Shareholders as part of the Additional Call
Right Purchase Amount, and the amount of cash from each Shareholder to be
deposited shall be based upon such Shareholder's ownership percentage of shares
of Company Common Stock on the Initial Closing Date) to be held and disbursed in
accordance with the terms of the Escrow Agreement.

                           (v) In the event that the Call Right, the Put Right
or the Additional Call Right is properly exercised, and all the conditions set
forth in Article V or Article VI hereof (except for Section 6.01(c)(ii)) have
been satisfied or waived by the party entitled to waive the same, and the
shareholders of the Company do not duly adopt and approve by the requisite vote
the Agreement of Merger and the Merger, Purchaser shall have an option,
exercisable within ninety (90) days after the date on which the vote of the
shareholders of the Company concerning the adoption and approval of the
Agreement of Merger and the Merger is taken, to sell the Purchaser Preferred
Shares to the Company, for an aggregate price equal to Five Million Dollars
($5,000,000) plus interest accruing from the Initial Closing Date until such
aggregate price has been paid in full at a rate equal to the annual prime rate
of interest published in The Wall Street Journal from time to time plus one
percent (1%). In the event that Purchaser exercises its option to sell the
Purchaser Preferred Shares referred to in this Section 1.03(h)(v), the Company
may pay for the Purchaser Preferred Shares, at the Company's option, in a lump
sum in cash or in three equal annual installments, with the first such
installment due 30 days after such exercise and the second and third such
installments due on each of the two subsequent yearly anniversaries thereafter,
pursuant to the terms of a promissory note in the form attached hereto as
Exhibit H (the "Second Company Promissory Note"). The Second Company Promissory
Note shall further provide that all such installments shall accelerate and
become immediately due upon completion of a Company Liquidity Event.

                  (i) Treatment of Company Stock Options at the Subsequent
Closing. (A) At the Subsequent Closing in connection with the exercise of the
Call Right or the Put Right, all Company Options pursuant to which the price per
share that would be paid to the Company upon exercise is less than the Remaining
Shares Per Share Purchase Amount (collectively, the "Assumed Options"), shall be
assumed by Purchaser and shall thereafter constitute options to purchase shares
of Purchaser's common stock. For purposes of this Agreement, any Company Option
that the Company has promised to grant to individuals who are employees of the

                                     - 12 -

Company as of the Subsequent Closing shall have been granted pursuant to the
terms of the Company's 1994 Stock Option Plan (the "Company Stock Option Plan")
and shall be outstanding immediately prior to the Subsequent Closing. All rights
with respect to Company Common Stock under the outstanding Assumed Options shall
thereupon be converted into rights with respect to shares of common stock of
Purchaser. Between the Initial Closing Date and the Subsequent Closing Date in
connection with the exercise of the Call Right or the Put Right, the Company
shall take appropriate actions to fully vest each Assumed Option effective
immediately prior to the Subsequent Closing, except to the extent such
accelerated vesting could result in the payment of any "excess parachute
payments" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"). Accordingly, from and after the Subsequent
Closing, (i) each Assumed Option assumed by Purchaser may be exercised solely
for shares of common stock of Purchaser, (ii) the number of shares of common
stock of Purchaser subject to each Assumed Option shall be equal to the number
of shares of Company Common Stock that were subject to such Assumed Option
immediately prior to the Subsequent Closing multiplied by the Conversion Rate
(as defined below), multiplied by ninety-four and one-half percent (94 -1/2%),
rounded up to the nearest whole number of shares of common stock of Purchaser,
(iii) the per share exercise price for the shares of common stock of Purchaser
issuable upon exercise of each such Assumed Option shall be determined by
dividing the exercise price per share of Company Common Stock subject to such
Assumed Option, as in effect immediately prior to the Subsequent Closing, by the
Conversion Rate, and rounding the resulting exercise price up to the nearest
whole cent, and (iv) each such Assumed Option shall be subject to a Purchaser
stock option plan, and the other terms of such Company Option shall remain
unchanged; provided, however, that each such Assumed Option shall, in accordance
with its terms, be subject to further adjustment as appropriate to reflect any
stock split, reverse stock split, stock dividend, recapitalization, or other
similar transaction effected by Purchaser after the Subsequent Closing. At the
Subsequent Closing, Purchaser will pay SEG an additional fee with respect to
each Assumed Option equal to five and one-half percent (5 1/2%) of the
difference between (A) the Remaining Shares Per Share Purchase Amount multiplied
by the number of shares of Company Common Stock that were subject to such
Assumed Option immediately prior to the Subsequent Closing minus (B) the
aggregate exercise price of such Assumed Option. The Company and Purchaser shall
take all action that may be necessary (under the Company Stock Option Plan and
otherwise) to effectuate the provisions of this Section 1.03(i). The "Conversion
Rate" shall equal the Remaining Shares Per Share Purchase Amount divided by the
initial public offering price per share of Purchaser common stock in the
Purchaser IPO. Between the Initial Closing Date and the Subsequent Closing Date
in connection with the exercise of the Call Right or the Put Right, the Company
shall take appropriate actions to (i) fully vest each Out-of-Money Company
Option, (ii) give the holder of each such Out-of-Money Company Option seven days
after such vesting occurs to exercise the Out-of-Money Company Option, and (iii)
provide for the expiration of each such Out-of-Money Company Option at the end
of such seven-day period (the "Option Expiration Date"), which Option Expiration
Date shall be at least fourteen days prior to the Subsequent Closing Date. The
Company may permit holders of such Out-of-Money Company Options to make their
exercise conditional on the occurrence of the Subsequent Closing, provided that
written notice of any such conditional exercise is provided to the Company prior
to the Option Expiration Date and is accompanied by the full price payable upon
exercise in cash. At or prior to the Subsequent Closing Date in connection with
the exercise of the Call Right or the Put Right, Purchaser shall take all
corporate action necessary to reserve for

                                     - 13 -

issuance a sufficient number of shares of common stock of Purchaser for delivery
upon exercise of Assumed Options assumed by Purchaser in accordance with this
Section 1.03(i). After a Subsequent Closing in connection with the exercise of
the Call Right or the Put Right, Purchaser shall file a registration statement
on Form S-8 (or any successor or other appropriate form) with respect to the
shares underlying the Assumed Options at the same time that Purchaser does so in
connection with any stock options issued prior to the Subsequent Closing under a
Purchaser stock option plan and shall use all reasonable efforts to maintain the
effectiveness of such registration statement (and maintain the current status of
the prospectus or prospectuses contained therein) for so long as such options
remain outstanding.

                           (B) At the Subsequent Closing in connection with the
exercise of the Additional Call Right, all Company Options pursuant to which the
price per share that would be paid to the Company upon exercise is less than the
Additional Call Right Per Share Purchase Amount shall be cancelled by the
Company, and the Company shall pay each holder of such Company Options, which
payment shall be made out of the Additional Call Right Purchase Amount, for each
such option, an amount equal to the Additional Call Right Per Share Purchase
Amount multiplied by the number of shares of Company Common Stock subject to
such option minus the aggregate exercise price of such option; provided that the
holders of such Company Options shall also be entitled to the additional
consideration provided for in Section 1.03(e) in the event of an Additional Call
Right Look Back. Such amount shall be paid in the same proportion of cash and
Purchaser Promissory Notes as payments are made to shareholders of the Company
pursuant to Section 1.03(e) hereof. Between the Initial Closing Date and the
Subsequent Closing Date in connection with the exercise of the Additional Call
Right, the Company shall take appropriate actions to (i) fully vest each
Additional Call Right Out-of-Money Option, (ii) give the holder of each such
Additional Call Right Out-of-Money Option seven days after such vesting occurs
to exercise the Additional Call Right Out-of-Money Option, and (iii) provide for
the expiration of each such Additional Call Right Out-of-Money Option at the end
of such seven-day period (the "Additional Call Right Option Expiration Date"),
which Additional Call Right Option Expiration Date shall be at least fourteen
days prior to the Subsequent Closing Date. The Company may permit holders of
such Additional Call Right Out-of-Money Options to make their exercise
conditional on the occurrence of the Subsequent Closing, provided that written
notice of any such conditional exercise is provided to the Company prior to the
Additional Call Right Option Expiration Date and is accompanied by the full
price payable upon exercise in cash.

                           (C) "Company Options" means the options to purchase
shares of Company Common Stock that are outstanding immediately prior to the
Subsequent Closing pursuant to the Company Stock Option Plan, whether or not
vested.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to Purchaser as follows:

         Section 2.01. Organization, Qualifications and Corporate Power.

                                     - 14 -

                  (a) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of California and,
except as set forth in Schedule 2.01(a) attached hereto, is duly licensed or
qualified to transact business as a foreign corporation and is in good standing
in each jurisdiction in which the nature of the business transacted by it or the
character of the properties owned or leased by it requires such licensing or
qualification. The Company has the corporate power and corporate authority to
own and hold its properties and to carry on its business as now conducted, to
execute, deliver and perform this Agreement and the Registration Rights
Agreement, to issue, sell and deliver the Purchaser Preferred Shares and to
issue and deliver the Company Common Stock issuable upon conversion of the
Purchaser Preferred Shares (the "Conversion Shares").

                  (b) Except for the entities listed on Schedule 2.01(b)
attached hereto the Company does not (i) own of record or beneficially, directly
or indirectly, (A) any shares of capital stock or securities convertible into
capital stock of any other corporation or (B) any participating interest in any
partnership, joint venture or other non-corporate business enterprise or (ii)
control, directly or indirectly, any other entity. Each entity listed on
Schedule 2.01(b) of which the Company owns more than fifty percent (50%) of the
voting stock (collectively, the "Subsidiaries") is a company duly formed,
validly existing and in good standing under the laws of the jurisdiction under
which it has been formed and is duly licensed or qualified to transact business
as a foreign corporation and is in good standing in each jurisdiction in which
the nature of the business transacted by it or the character of the properties
owned or leased by it requires such licensing or qualification. Each entity
listed on Schedule 2.01(b) of which the Company does not own more than fifty
percent (50%) of the voting stock (collectively, the "Joint Ventures") is a
company duly formed, validly existing and in good standing under the laws of the
jurisdiction under which it has been formed and, to the knowledge of the Company
after reasonable inquiry, is duly licensed or qualified to transact business as
a foreign corporation and is in good standing in each jurisdiction in which the
nature of the business transacted by it or the character of the properties owned
or leased by it requires such licensing or qualification. Each Subsidiary has
the power and authority to own and hold its properties and to carry on its
business as now conducted. To the knowledge of the Company after reasonable
inquiry, each Joint Venture has the power and authority to own and hold its
properties and to carry on its business as now conducted.

         Section 2.02. Authorization of Agreements, Etc.

                  (a) The execution and delivery by the Company of this
Agreement and the Registration Rights Agreement, the performance by the Company
of its obligations hereunder and thereunder, the issuance, sale and delivery of
the Purchaser Preferred Shares and the issuance and delivery of the Conversion
Shares have been duly authorized by all requisite corporate action and will not
violate any provision of law, any order of any court or other agency of
government, the Charter Documents or the Bylaws of the Company, as amended,
except as set forth in Schedule 2.02(a) attached hereto, the governing documents
of any Subsidiary, as amended, the governing documents of any Joint Venture, as
amended, or any provision of any indenture, agreement or other instrument to
which the Company, any Subsidiary, to the knowledge of the Company after
reasonable inquiry, any Joint Venture or any of the properties or assets of the
Company, any Subsidiary or to the knowledge of the Company after reasonable
inquiry, any Joint Venture is bound, or conflict with, result in a breach of or
constitute (with due

                                     - 15 -

notice or lapse of time or both) a default under any such indenture, agreement
or other instrument, or result in the creation or imposition of any lien,
charge, restriction, claim or encumbrance of any nature whatsoever upon any of
the properties or assets of the Company, any Subsidiary or to the knowledge of
the Company after reasonable inquiry, any Joint Venture.

                  (b) The Purchaser Preferred Shares have been duly authorized
and, when issued in accordance with this Agreement, will be validly issued,
fully paid and nonassessable shares of Series A Convertible Preferred Stock and
will be free and clear of all liens, charges, claims and encumbrances imposed by
or through the Company. The Conversion Shares have been duly reserved for
issuance upon conversion of the Purchaser Preferred Shares and, when so issued,
will be duly authorized, validly issued, fully paid and nonassessable shares of
Common Stock and will be free and clear of all liens, charges, claims and
encumbrances imposed by or through the Company. Neither the issuance, sale or
delivery of the Purchaser Preferred Shares nor the issuance or delivery of the
Conversion Shares is subject to any preemptive right of shareholders of the
Company or to any right of first refusal or other right in favor of any person
which has not been waived.

                  (c) The Company and each Subsidiary and, to the knowledge of
the Company after reasonable inquiry, each Joint Venture, are in full compliance
with all of the terms and provisions of their respective governing documents.

         Section 2.03. Validity. This Agreement and the Registration Rights
Agreement have been duly executed and delivered by the Company and constitute
the legal, valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to (i) the effect of applicable bankruptcy,
insolvency, reorganization, moratorium or other similar federal or state laws
affecting the rights of creditors; (ii) the effect or availability of rules of
law governing specific performance, injunctive relief or other equitable
remedies (regardless of whether any such remedy is considered in a proceeding at
law or in equity); and (iii) to the extent the indemnification provisions
contained in the Registration Rights Agreement may be limited by applicable
Federal or state securities laws.

         Section 2.04. Authorized Capital Stock. The authorized capital stock of
the Company consists of (i) 10,000,000 shares of Preferred Stock, no par value
(the "Preferred Stock"), of which 750,000 shares have been designated Series A
Preferred Stock, no par value, and (ii) 30,000,000 shares of Company Common
Stock, no par value. Immediately prior to the Initial Closing, 3,513,524 shares
of Company Common Stock, no shares of Series A Preferred Stock, and no shares of
Preferred Stock will have been issued. The shareholders of record and holders of
subscriptions, warrants, options, convertible securities, and other rights
(contingent or other) to purchase or otherwise acquire equity securities of the
Company, and the number of shares of Company Common Stock and the number of such
subscriptions, warrants, options, convertible securities, and other such rights
held by each, are as set forth in the attached Schedule 2.04(a)(i). There is no
commitment by the Company to issue shares, subscriptions, warrants, options,
convertible securities, or other such rights or to distribute to holders of any
of its equity securities any evidence of indebtedness or asset. As of the date
hereof, the Shareholders own shares of Company Common Stock and Preferred Stock
having sufficient voting power to adopt and approve the Agreement of Merger
under applicable law. The designations, powers, preferences, rights,
qualifications, limitations and restrictions in respect of each class and series
of authorized

                                     - 16 -

capital stock of the Company are as set forth in the Charter Documents, and all
such designations, powers, preferences, rights, qualifications, limitations and
restrictions are valid, binding and enforceable and in accordance with all
applicable laws. Except as set forth in the Charter Documents, the Company has
no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire
any of its equity securities or any interest therein or to pay any dividend or
make any other distribution in respect thereof. To the knowledge of the Company
after reasonable inquiry, except as set forth in the attached Schedule
2.04(a)(ii), there are no voting trusts or agreements, shareholders' agreements,
pledge agreements, buy-sell agreements, rights of first refusal, preemptive
rights or proxies relating to any securities of the Company (whether or not the
Company is a party thereto). All of the outstanding securities of the Company
were issued in compliance with all applicable Federal and state securities laws.
Immediately after the Initial Closing and the consummation of the sale of the
Purchaser Preferred Shares to Purchaser, the capitalization of the Company will
be as set forth in Schedule 2.04(a)(iii).

         Section 2.05. Subsidiaries; Joint Ventures.

                  (a) The Company is the owner, beneficially and of record, of
all the issued and outstanding capital of the Subsidiaries free and clear of any
mortgage, deed of trust, pledge, lien, option, right of first refusal, security
interest or other similar charge, claim or encumbrance, including any
restriction on use, transfer, voting, receipt of income or other attribute of
ownership. The authorized, issued and outstanding capital stock of each
Subsidiary is set forth in the attached Schedule 2.05(a)(i). No subscription,
warrant, option, convertible security, or other right (contingent or other) to
purchase or otherwise acquire equity securities of any Subsidiary is authorized
or outstanding that has been issued by the Company or any Subsidiary. There is
no commitment by any Subsidiary to issue shares, subscriptions, warrants,
options, convertible securities, or other such rights or to distribute to
holders of any of its equity securities any evidence of indebtedness or asset.
The shares in the Subsidiaries are collectively referred to herein as the
"Subsidiary Shares." To the knowledge of the Company after reasonable inquiry,
except as set forth in the attached Schedule 2.05(a)(ii), there are no voting
trusts, proxies or other contracts, agreements or understandings with respect to
the voting of the capital stock of any Subsidiary.

                  (b) All of the Subsidiary Shares have been validly issued and
are fully paid and nonassessable, and have been issued in compliance with the
governing documents of each Subsidiary and all applicable securities laws.

                  (c) The Company is the owner, beneficially and of record, of
the issued and outstanding capital of the Joint Ventures set forth in the
attached Schedule 2.05(c)(i) free and clear of any mortgage, deed of trust,
pledge, lien, option, right of first refusal, security interest or other similar
charge, claim or encumbrance, including any restriction on use, transfer,
voting, receipt of income or other attribute of ownership. The authorized,
issued and outstanding capital stock of each Joint Venture is set forth in the
attached Schedule 2.05(c)(ii). To the knowledge of the Company after reasonable
inquiry, except as set forth in the attached Schedule 2.05(c)(iii), (i) no
subscription, warrant, option, convertible security, or other right (contingent
or other) to purchase or otherwise acquire equity securities of any Joint
Venture is authorized or outstanding that has been issued by the Company or any
Joint Venture and (ii) there is no commitment by

                                     - 17 -

any Joint Venture to issue shares, subscriptions, warrants, options, convertible
securities, or other such rights or to distribute to holders of any of its
equity securities any evidence of indebtedness or asset. The shares in the Joint
Ventures are collectively referred to herein as the "Joint Venture Shares." To
the knowledge of the Company after reasonable inquiry, there are no voting
trusts, proxies or other contracts, agreements or understandings with respect to
the voting of the capital stock of any Joint Venture.

                  (d) To the knowledge of the Company after reasonable inquiry,
all of the Joint Venture Shares have been validly issued and are fully paid and
nonassessable, and have been issued in compliance with the governing documents
of each Joint Venture and all applicable securities laws.

         Section 2.06. Financial Statements. (a) The Company has furnished to
Purchaser the audited consolidated balance sheets of the Company and the
Subsidiaries as of September 30, 2001 (the "Balance Sheet") and as of September
30, 2000, and the related audited consolidated statements of income and cash
flows of the Company and the Subsidiaries for the twelve months ended September
30, 2001 and September 30, 2000 (collectively, the "Financial Statements"). The
Financial Statements have been prepared in accordance with generally accepted
accounting principles consistently applied and fairly present in all material
respects the consolidated financial position of the Company and the Subsidiaries
as of September 30, 2001 and September 30, 2000, respectively, and the
consolidated results of operations and cash flows of the Company and the
Subsidiaries for the twelve months ended September 30, 2001 and September 30,
2000, respectively. Since the date of the Balance Sheet, (i) there has been no
change in the assets, liabilities or financial condition of the Company and the
Subsidiaries (on a consolidated basis) from that reflected in the Balance Sheet
except for changes in the ordinary course of business which in the aggregate
have not been materially adverse and (ii) no event or condition that
individually or in the aggregate has had or reasonably would be expected to have
a Company Material Adverse Effect has occurred or is continuing.

                  (b) The Financial Statements reflect all liabilities of the
Company and the Subsidiaries, whether absolute, accrued or contingent, as of the
respective dates thereof, of the type required to be reflected or disclosed in a
balance sheet (or the notes thereto) prepared in accordance with generally
accepted accounting principles. To the knowledge of the Company after reasonable
inquiry, there is no basis for the assertion against the Company or any
Subsidiary of any material liability (other than current liabilities referred to
above) not fully reflected or reserved against in the Financial Statements.

                  (c) The Financial Statements reflect reserves or other
appropriate provisions at least equal to reasonably anticipated liabilities,
losses, sales credits and allowances, and expenses of the Company and the
Subsidiaries as of the respective dates thereof, including, without limitation,
those with respect to income and other taxes (including alternative minimum
tax), warranty claims, bad debts, unsalable inventories, salaries, and plans and
programs (including medical and other benefits programs) for the benefit of
present and former employees.

                  (d) Schedule 2.06(d) sets forth all amounts that have been
paid by the Company as of the date hereof as capital contributions or otherwise
to any Joint Venture and all such amounts that the Company has committed to pay
to any Joint Venture as of the date hereof.

                                     - 18 -

         Section 2.07. Events Subsequent to the Date of the Balance Sheet.
Except as set forth in the attached Schedule 2.07, since the date of the Balance
Sheet, neither the Company nor any Subsidiary nor, to the knowledge of the
Company after reasonable inquiry, any Joint Venture has (i) issued any stock,
bond or other corporate security, (ii) borrowed any amount or incurred or become
subject to any liability (absolute, accrued or contingent), except current
liabilities incurred and liabilities under contracts entered into in the
ordinary course of business, (iii) discharged or satisfied any lien or
encumbrance or incurred or paid any obligation or liability (absolute, accrued
or contingent) other than current liabilities shown on the Balance Sheet and
current liabilities incurred since the date of the Balance Sheet in the ordinary
course of business, (iv) declared or made any payment or distribution to
shareholders or purchased or redeemed any share of its capital stock or other
security, (v) mortgaged, pledged, encumbered or subjected to lien any of its
assets, tangible or intangible, other than liens of current real property taxes
not yet due and payable, (vi) sold, assigned or transferred any of its tangible
assets except in the ordinary course of business, or canceled any debt or claim
without payment therefor except in the ordinary course of business, (vii) sold,
assigned, transferred or granted any exclusive license with respect to any
patent, trademark, trade name, service mark, copyright, trade secret or other
intangible asset, (viii) suffered any material loss of property or waived any
right of substantial value whether or not in the ordinary course of business,
(ix) made any change in officer compensation except in the ordinary course of
business and consistent with past practice, (x) made any material change in the
manner of business or operations of the Company or any Subsidiary or any Joint
Venture, (xi) entered into any transaction except in the ordinary course of
business or as otherwise contemplated hereby or (xii) entered into any
commitment (contingent or otherwise) to do any of the foregoing.

         Section 2.08. Litigation; Compliance with Law. There is no (i) action,
suit, claim, proceeding or investigation pending or, to the knowledge of the
Company after reasonable inquiry, threatened against or affecting the Company or
any Subsidiary, at law or in equity, or before or by any Federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, (ii) arbitration proceeding relating to
the Company or any Subsidiary pending under collective bargaining agreements or
otherwise or (iii) governmental inquiry pending or, to the knowledge of the
Company after reasonable inquiry, threatened against or affecting the Company or
any Subsidiary (including without limitation any inquiry as to the qualification
of the Company or any Subsidiary to hold or receive any license or permit) which
individually or in the aggregate have a material adverse effect on the business
of the Company or any Subsidiary. To the knowledge of the Company after
reasonable inquiry, there is no (x) action, suit, claim, proceeding or
investigation pending or threatened against or affecting any Joint Venture, at
law or in equity, or before or by any Federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, (y) arbitration proceeding relating to any Joint Venture
pending under collective bargaining agreements or otherwise or (z) governmental
inquiry pending or threatened against or affecting any Joint Venture (including
without limitation any inquiry as to the qualification of any Joint Venture to
hold or receive any license or permit) which individually or in the aggregate
have a material adverse effect on the business of any Joint Venture. Neither the
Company nor any Subsidiary nor, to the knowledge of the Company after reasonable
inquiry, any Joint Venture is in default with respect to any order, writ,
injunction or decree known to or served upon the Company or any Subsidiary or
any Joint Venture of any court or of any Federal, state, municipal or other
governmental department, commission, board,

                                     - 19 -

bureau, agency or instrumentality, domestic or foreign which individually or in
the aggregate have a material adverse effect on the Company, any Subsidiary or
any Joint Venture. Except as set forth in the attached Schedule 2.08, there is
no action or suit by the Company or any Subsidiary or, to the knowledge of the
Company after reasonable inquiry, any Joint Venture pending or threatened
against others. The Company and each Subsidiary and, to the knowledge of the
Company after reasonable inquiry, each Joint Venture have complied in all
material respects with all laws, rules, regulations and orders applicable to
their business, operations, properties, assets, products and services, except as
would not individually or in the aggregate have a material adverse effect on the
Company or any Subsidiary. The Company and each Subsidiary and, to the knowledge
of the Company after reasonable inquiry, each Joint Venture have all permits,
licenses and other authorizations required to conduct their business as
conducted, except as would not individually or in the aggregate have a material
adverse effect on the Company or any Subsidiary. The Company and each Subsidiary
and, to the knowledge of the Company after reasonable inquiry, each Joint
Venture have been operating their business pursuant to and in compliance with
the terms of all such permits, licenses and other authorizations except where
any instance or instances of noncompliance do not, individually or in the
aggregate, have a material adverse effect on the business of the Company, any
Subsidiary or any Joint Venture. There is no existing law, rule, regulation or
order, and to the knowledge of the Company after reasonable inquiry, there is no
pending law, rule, regulation or order, whether Federal, state, county or local,
not generally known in the industry of which the Company is a part which would
prohibit or materially restrict the Company or any Subsidiary or any Joint
Venture from, or otherwise have a material adverse effect on the ability of the
Company or any Subsidiary or any Joint Venture to conduct its business in any
jurisdiction in which it is now conducting business.

         Section 2.09. Proprietary Information of Third Parties. To the
knowledge of the Company after reasonable inquiry, except as set forth in the
attached Schedule 2.09, no third party has claimed or has reason to claim that
any person employed by or affiliated with the Company or any Subsidiary or Joint
Venture has (a) breached or is breaching any of the terms or conditions of his
or her employment, non-competition or non-disclosure agreement with such third
party, (b) disclosed or is disclosing or utilized or is utilizing any trade
secret or proprietary information or documentation of such third party or (c)
interfered or is interfering in the employment relationship between such third
party and any of its present or former employees. To the knowledge of the
Company after reasonable inquiry, no third party has requested information from
the Company or any Subsidiary or Joint Venture which suggests that such a claim
might be contemplated. To the knowledge of the Company after reasonable inquiry,
no person employed by the Company or any Subsidiary or Joint Venture has
employed any trade secret or any information or documentation proprietary to any
former employer without the consent of such former employer, and to the
knowledge of the Company after reasonable inquiry, no person employed by the
Company or any Subsidiary or Joint Venture has breached any confidential
agreement which such person may have had with any third party, in connection
with the development, manufacture or sale of any product or the development or
sale of any service of the Company or any Subsidiary or Joint Venture, and the
Company has no reason to believe there will be any such employment or violation.
To the knowledge of the Company after reasonable inquiry, none of the execution
or delivery of this Agreement or the Registration Rights Agreement, or the
current business of the Company or any Subsidiary or Joint Venture,

                                     - 20 -

will conflict with or result in a breach of the terms, conditions or provisions
of or constitute a default under any contract, covenant or instrument under
which any such person is obligated.

         Section 2.10. Intellectual Property.

                  (a) Schedule 2.10(a) sets forth a true and complete list of
Intellectual Property (as defined in Section 11.16) of the types listed in
subclauses (a), (b), (c), (d) and (e) as set forth in the definition of
Intellectual Property.

                  (b) Except as otherwise described in Schedule 2.10(b): (i) the
Company owns or has the exclusive perpetual right to use and has the right to
transfer or assign, without payment to any other party, all Intellectual
Property; (ii) no other person has any rights in or to any of the Intellectual
Property (including, without limitation, any rights to royalties or other
payments with respect to, or rights to market or distribute any of, the
Intellectual Property); (iii) the rights of the Company in and to any of the
Intellectual Property will not be limited or otherwise affected by reason of any
of the transactions contemplated hereby; and (iv) none of the Intellectual
Property infringes or, to the Company's knowledge, is alleged to infringe any
trademark, copyright, patent or other proprietary right of any person.

                  (c) Except as set forth in the attached Schedule 2.10(c), all
employees of the Company and the Subsidiaries or other persons involved with the
development of any Intellectual Property have entered into written agreements
assigning to the Company all rights to any Intellectual Property related to the
Company's and the Subsidiaries' business.

                  (d) To the knowledge of the Company after reasonable inquiry,
none of the Intellectual Property of any Joint Venture infringes or is alleged
to infringe any trademark, copyright, patent or other proprietary right of any
person.

         Section 2.11. Title to Properties. Except as set forth in the attached
Schedule 2.11, each of the Company and the Subsidiaries has good, clear and
marketable title to its properties and assets reflected on the Balance Sheet or
acquired by the Company and the Subsidiaries since the date of the Balance Sheet
(other than properties and assets disposed of in the ordinary course of business
since the date of the Balance Sheet), and all such properties and assets are
free and clear of mortgages, pledges, security interests, liens, charges,
claims, restrictions and other encumbrances (including without limitation,
easements and licenses), except for liens for current taxes not yet due and
payable and minor imperfections of title, if any, not material in nature or
amount and not materially detracting from the value or impairing the use of the
property subject thereto or impairing the operations or proposed operations of
the Company or any Subsidiary including, without limitation, the ability of the
Company or any Subsidiary to secure financing using such properties and assets
as collateral. To the knowledge of the Company after reasonable inquiry, each of
the Joint Ventures has good, clear and marketable title to its properties and
assets, and all such properties and assets are free and clear of mortgages,
pledges, security interests, liens, charges, claims, restrictions and other
encumbrances (including without limitation, easements and licenses), except for
liens for or current taxes not yet due and payable and minor imperfections of
title, if any, not material in nature or amount and not materially detracting
from the value or impairing the use of the property subject thereto or impairing
the operations or proposed operations of the any Joint Venture, including
without limitation, the

                                     - 21 -

ability of any Joint Venture to secure financing using such properties and
assets as collateral. To the knowledge of the Company after reasonable inquiry,
there are no condemnation, environmental, zoning or other land use regulation
proceedings, either instituted or planned to be instituted, which would
adversely affect the use or operation of the Company's and the Subsidiaries' and
the Joint Ventures' properties and assets for their respective intended uses and
purposes, or the value of such and the Joint Ventures' properties, and neither
the Company nor any of its Subsidiaries nor, to the knowledge of the Company
after reasonable inquiry, any of the Joint Ventures has received notice of any
special assessment proceedings which would affect such properties and assets.

         Section 2.12. Leasehold Interests. Each lease or agreement to which the
Company or any Subsidiary or, to the knowledge of the Company after reasonable
inquiry, any Joint Venture is a party under which the Company or any Subsidiary
or, to the knowledge of the Company after reasonable inquiry, any Joint Venture
is a lessee of any property, real or personal, is a valid and subsisting
agreement (except to the extent that enforceability may be limited by laws of
eminent domain and/or condemnation), duly authorized and entered into, without
any default of the Company or any Subsidiary or, to the knowledge of the Company
after reasonable inquiry, any Joint Venture thereunder and, to the knowledge of
the Company after reasonable inquiry, without any default thereunder of any
other party thereto. No event has occurred and is continuing which, with due
notice or lapse of time or both, would constitute a default or event of default
by the Company or any Subsidiary or, to the knowledge of the Company after
reasonable inquiry, any Joint Venture under any such lease or agreement or, to
the knowledge of the Company after reasonable inquiry, by any other party
thereto. The Company's or any Subsidiary's or, to the knowledge of the Company
after reasonable inquiry, any Joint Venture's possession of such property has
not been disturbed and, to the knowledge of the Company after reasonable
inquiry, no claim has been asserted against the Company or any Subsidiary or any
Joint Venture adverse to its rights in such leasehold interests.

         Section 2.13. Insurance. Except as set forth in attached Schedule 2.13,
the Company and its Subsidiaries hold valid policies covering all of the
insurance required to be maintained by them under Section 7.05.

         Section 2.14. Taxes.

                  (a) The Company and each Subsidiary have timely filed with the
appropriate federal, state, local, and foreign governmental entity or other
authority (individually or collectively, "Taxing Authority") all Federal and
state income Tax Returns and all other material Tax Returns (as defined in
Section 2.14(b) hereof) required to be filed and have timely paid in full all
Taxes (as defined in Section 2.14(b) hereof), if any, shown to be due on such
Tax Returns, and all other Taxes for which a notice of assessment or demand for
payment has been received. All Tax Returns are true, correct and complete; have
been prepared in accordance with all applicable laws and requirements; and
accurately reflect the taxable income (or other measure of tax) of the Company
and each Subsidiary. There are no liens for Taxes upon the Company, any
Subsidiary or their assets, except liens for current Taxes not yet due. Neither
the Company nor any Subsidiary has granted any waiver of any statute of
limitations with respect to, or any extension of a period for the assessment of,
any Taxes.

                                     - 22 -

                  (b) As used in this Agreement: (i) "Tax" means any of the
Taxes, where "Taxes" means all income taxes (including any tax on or based upon
net income, or gross income, or income as specially defined, or earnings, or
profits, or selected items of income, earnings, or profits) and all gross
receipts, estimated, sales, use, ad valorem, transfer, franchise, license,
withholding, payroll, employment, excise, severance, stamp, occupation, premium,
property, or windfall profit taxes, environment, alternative, or add-on minimum
taxes, custom duties or other taxes, fees, assessments, or charges of any kind
whatsoever, together with any interest and any penalties, additions to tax or
additional amounts imposed by any Taxing Authority on the Company or any
Subsidiary, or Purchaser, as the case may be, and (ii) "Tax Return" means any
return, report, information return or other document (including any related or
supporting information) filed or required to be filed with any Taxing Authority
or other authority in connection with the determination, assessment, or
collection of any Tax paid or payable by the Company or any Subsidiary, or
Purchaser, as the case may be, or the administration of any laws, regulations,
or administrative requirements relating to any such Tax.

                  (c) There is no action, suit, proceeding, investigation,
audit, claim, assessment or judgment now pending against the Company or any
Subsidiary in respect of any Tax, and no notification of an intention to examine
has been received from any Taxing Authority.

                  (d) Except as set forth on Schedule 2.14(d), the Company is
not a party to any agreement, contract, arrangement or plan that could result,
separately or in the aggregate, in the payment of any "excess parachute
payments" within the meaning of Section 280G of the Code.

                  (e) Neither the Company, any Subsidiary, nor any predecessor
thereto by way of merger, liquidation or similar transaction: (i) has been a
member of an affiliated group of corporations (as defined in Section 1504(a) of
the Code) or (ii) has filed or been required to file or been included in a
combined, consolidated, or unitary federal, state, local or foreign income tax
return. There is no agreement or arrangement with any person or entity pursuant
to which the Company or any Subsidiary could have an obligation with respect to
Taxes of another person or entity following the Initial Closing.

                  (f) The accruals for Taxes contained in the Balance Sheet are
adequate to cover all liabilities for material Taxes of the Company and the
Subsidiaries for all periods ending on or before the date of the Balance Sheet
(including adequate provision for all material deferred Taxes) and nothing has
occurred subsequent to the date of the Balance Sheet to make any of such
accruals inadequate. All material Taxes of the Company and the Subsidiaries for
periods subsequent to the date of the Balance Sheet have been paid or adequately
reflected on the books and records of the Company and the Subsidiaries. The
Company and the Subsidiaries have on a timely basis filed all information
returns or reports, including Forms 1099, that are required to be filed and have
accurately reported all information required to be included on such returns or
reports.

                  (g) True copies of federal, state and foreign income Tax
Returns of the Company and each of the Subsidiaries for each of the fiscal years
ending September 30, 1998 through September 30, 2000 have been delivered or made
available to Purchaser. Except as disclosed on Schedule 2.14(g), each Tax Return
of the Company and each Subsidiary has been audited by the relevant Taxing
Authority (and all deficiencies or proposed deficiencies resulting

                                     - 23 -

from such audits have been paid or are adequately provided for in the Balance
Sheet), or the statute of limitations with respect to each Tax Return has
expired. No claim has been made by a Taxing Authority in a jurisdiction where
the Company or any Subsidiary does not file Tax Returns that the Company or any
Subsidiary is or may be subject to taxation by that jurisdiction.

                  (h) Neither the Company nor any Subsidiary has ever (i) filed
any consent agreement under Section 341(f) of the Code, (ii) been the subject of
a Tax ruling that has continuing effect, (iii) been the subject of a closing
agreement with any Taxing Authority that has continuing effect, (iv) filed or
been the subject of an election under Section 338(g) or Section 338(h)(10) of
the Code or caused or been the subject of a deemed election under Section 338(e)
thereof or (v) granted a power of attorney with respect to any Tax matters that
has continuing effect. Neither the Company nor any Subsidiary has agreed to
make, nor is the Company or any Subsidiary required to make, any adjustment
under Section 481 of the Code.

                  (i) Except as disclosed on Schedule 2.14(i), neither the
Company nor any Subsidiary owns any interest in an entity characterized as a
partnership for federal income tax purposes.

                  (j) Neither the Company nor any of the Subsidiaries is a
"United States Real Property Holding Corporation" as that term is defined in
Section 897(c)(2) of the Code.

                  (k) The representations and warranties in Sections 2.14(a)
through (j) are repeated except that (i) the word "Subsidiary" is replaced by
the phrase "Joint Venture" wherever it appears therein and (ii) the
representations and warranties concerning Joint Ventures are qualified to the
knowledge of the Company after reasonable inquiry.

         Section 2.15. Other Agreements. Neither the Company nor any Subsidiary
nor, to the knowledge of the Company after reasonable inquiry, any Joint Venture
is a party to or otherwise bound by any written or oral:

                  (a) distributor, dealer, manufacturer's representative or
sales agency agreement which is not terminable on less than ninety (90) days'
notice without cost or other liability to the Company or any Subsidiary or any
Joint Venture (except for agreements which, in the aggregate, are not material
to the business of the Company), except as set forth in the attached Schedule
2.15(a);

                  (b) sales agreement which entitles any customer to a rebate or
right of set-off, to return any product to the Company or any Subsidiary or any
Joint Venture after acceptance thereof or to delay the acceptance thereof, or
which varies in any material respect from the Company's or any Subsidiary's or
any Joint Venture's standard form agreements;

                  (c) agreement with any labor union (and, to the knowledge of
the Company, no organizational effort is being made with respect to any of its
employees or the employees of any Subsidiary or any Joint Venture);

                  (d) agreement with any supplier containing any provision
permitting any party other than the Company or any Subsidiary or any Joint
Venture to renegotiate the price or other terms, or containing any pay-back or
other similar provision, upon the occurrence of a failure by

                                     - 24 -

the Company or any Subsidiary or any Joint Venture to meet its obligations under
the agreement when due or the occurrence of any other event;

                  (e) agreement for the future purchase of fixed assets or for
the future purchase of materials, supplies or equipment in excess of its normal
operating requirements;

                  (f) agreement for the employment of any officer, employee or
other person on a full-time or consulting basis which is not terminable by the
Company or any Subsidiary or any Joint Venture at will without liability to the
Company or any Subsidiary or any Joint Venture , except pursuant to severance
and accrued vacation pay policies applicable to all employees of the Company or
any Subsidiary or any Joint Venture, except as set forth in the attached
Schedule 2.15(f);

                  (g) bonus, pension, profit-sharing, retirement,
hospitalization, insurance, stock purchase, stock option or other plan,
agreement or understanding pursuant to which benefits are provided to any
employee of the Company or any Subsidiary or any Joint Venture (other than group
insurance plans applicable to employees generally), except as set forth in the
attached Schedule 2.15(g);

                  (h) agreement relating to the borrowing of money or to the
mortgaging or pledging of, or otherwise placing a lien or security interest on,
any asset of the Company or any Subsidiary or any Joint Venture, except as set
forth in the attached Schedule 2.15(h);

                  (i) guaranty of any obligation for borrowed money or
otherwise;

                  (j) agreement, or group of related agreements with the same
party or any group of affiliated parties, under which the Company or any
Subsidiary or any Joint Venture has advanced or agreed to advance money or has
agreed to lease any property as lessee or lessor, except as set forth in the
attached Schedule 2.15(j);

                  (k) assignment, license or other agreement with respect to any
form of Intellectual Property, except as set forth in the attached Schedule
2.15(k);

                  (l) agreement under which it has granted any person any
registration rights, except as set forth in the attached Schedule 2.15(l);

                  (m) agreement under which it has limited or restricted its
right to compete with any person in any respect, except as set forth in the
attached Schedule 2.15(m); and

                  (n) except as set forth in the attached Schedule 2.15(n),
other agreement or group of related agreements with the same party involving
more than $100,000 or continuing over a period of more than six months from the
date or dates thereof (including renewals or extensions optional with another
party), which agreement or group of agreements is not terminable by the Company
or any Subsidiary or any Joint Venture without penalty upon notice of sixty (60)
days or less, but excluding any agreement or group of agreements with a customer
of the Company or any Subsidiary or any Joint Venture for the sale, license,
lease or rental of the Company's or any Subsidiary's or any Joint Venture's
products or services if such agreement or group of agreements was entered into
by the Company or any Subsidiary or any Joint Venture in

                                     - 25 -

the ordinary course of business, or other agreement, instrument, or commitment
the termination of which would have a Company Material Adverse Effect.

The Company, each Subsidiary and to the knowledge of the Company after
reasonable inquiry, each Joint Venture, and each other party thereto have in all
material respects performed all the obligations required to be performed by them
to date (or each non-performing party has received a valid, enforceable and
irrevocable written waiver with respect to its non-performance), have received
no notice of default and are not in default (with due notice or lapse of time or
both) in any material respect under the agreements, instruments, commitments,
plans or arrangements referred to in this Section 2.15 (the "Material
Contracts"). The Company has not received any notice or other communication
claiming any breach by the Company with respect to its obligations under any
Material Contract, and the Company has no knowledge of any breach or anticipated
breach by the other party to any Material Contract.

         Section 2.16. Significant Customers and Suppliers. Except as set forth
in the attached Schedule 2.16, there has not been, during the period covered by
the Financial Statements or thereafter, any termination, material reduction or
threat to terminate or materially reduce purchases from or provision of products
or services to the Company or any Subsidiary or, to the knowledge of the Company
after reasonable inquiry, any Joint Venture, as the case may be, by any customer
or supplier or group of two or more thereof (whether or not affiliated) which
would have a Company Material Adverse Effect.

         Section 2.17. Governmental Approvals. No registration or filing with,
or consent or approval of or other action by, any Federal, state or other
governmental agency or instrumentality is necessary for the valid execution,
delivery and performance by the Company of this Agreement or the Registration
Rights Agreement, the issuance, sale and delivery of the Purchaser Preferred
Shares or, upon conversion thereof, the issuance and delivery of the Conversion
Shares, other than (i) filings pursuant to state securities laws (all of which
filings have been made by the Company, other than those which are required to be
made after the Initial Closing and which will be duly made on a timely basis) in
connection with the sale of the Purchaser Preferred Shares and (ii) with respect
to the Registration Rights Agreement, the registration of the shares covered
thereby with the Commission and filings pursuant to state securities laws.

         Section 2.18. Offering of the Preferred Shares. Neither the Company,
any Subsidiary nor any person authorized or employed by the Company or any
Subsidiary nor, to the knowledge of the Company after reasonable inquiry, any
Joint Venture, as agent, broker, dealer or otherwise in connection with the
offering or sale of the Purchaser Preferred Shares or any security of the
Company similar to the Purchaser Preferred Shares has offered the Purchaser
Preferred Shares or any such similar security for sale to, or solicited any
offer to buy the Purchaser Preferred Shares or any such similar security from,
or otherwise approached or negotiated with respect thereto with, any person or
persons, and neither the Company, any Subsidiary nor, to the knowledge of the
Company after reasonable inquiry, any Joint Venture, nor any person acting on
any of their behalves has taken any other action (including, without limitation,
any offer, issuance or sale of any security of the Company under circumstances
which might require the integration of such security with Purchaser Preferred
Shares under the Securities Act or the rules and regulations of

                                     - 26 -

the Commission thereunder), in either case so as to subject the offering,
issuance or sale of the Purchaser Preferred Shares to the registration
requirements of the Securities Act.

         Section 2.19. Brokers. Except as set forth in Schedule 2.19, neither
the Company nor any Subsidiary, nor, to the knowledge of the Company after
reasonable inquiry, any Joint Venture, has any contract, arrangement or
understanding with any broker, finder or similar agent with respect to the
transactions contemplated by this Agreement.

         Section 2.20. Officers. Set forth in Schedule 2.20 is a list of the
names of the officers of the Company, each Subsidiary and, to the knowledge of
the Company after reasonable inquiry, each Joint Venture, together with the
title or job classification of each such person and the total compensation paid
to each such person by the Company or any Subsidiary or any Joint Venture in
fiscal year 2001 and anticipated to be paid to each such person by the Company
or any Subsidiary or any Joint Venture in fiscal year 2002.

         Section 2.21. Transactions With Affiliates. Except as set forth in
Schedule 2.21, since October 1, 2000, no director, officer, employee or greater
than five percent (5%) shareholder of the Company or any Subsidiary or, to the
knowledge of the Company after reasonable inquiry, any Joint Venture, or member
of the family of any such person, or any corporation, partnership, trust or
other entity in which any such person, or any member of the family of any such
person, has a substantial interest or is an officer, director, trustee, partner
or holder of more than 5% of the outstanding capital stock thereof, is a party
to any transaction with the Company or any Subsidiary or any Joint Venture,
including any contract, agreement or other arrangement providing for the
employment of, furnishing of services by, rental of real or personal property
from or otherwise requiring payments to any such person or firm, other than
employment-at-will arrangements in the ordinary course of business.

         Section 2.22. Employees. Except as set forth in Schedule 2.22, each of
the officers of the Company, the Subsidiaries and, to the knowledge of the
Company after reasonable inquiry, the Joint Ventures, each key employee and each
other employee now employed by the Company or any Subsidiary or any Joint
Venture who has access to confidential information of the Company or any
Subsidiary or any Joint Venture has executed an Employee Employment
Non-Disclosure and Assignment of Inventions Agreement substantially in the form
provided to Purchaser, and such agreements are in full force and effect. No
officer or key employee of the Company or any Subsidiary or, to the knowledge of
the Company after reasonable inquiry, any Joint Venture has advised the Company
(orally or in writing) that he or she intends to terminate employment with the
Company, any Subsidiary or any Joint Venture, as the case may be. The Company,
each Subsidiary and, to the knowledge of the Company after reasonable inquiry,
each Joint Venture have complied in all material respects with all applicable
laws relating to the employment of labor, including provisions relating to
wages, hours, equal opportunity, collective bargaining and the payment of Social
Security and other taxes, and with the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").

         Section 2.23. Environmental Protection. Neither the Company, any
Subsidiary nor any Joint Venture, to the knowledge of the Company after
reasonable inquiry, has caused or allowed, or contracted with any party for, the
generation, use, transportation, treatment, storage or disposal of any Hazardous
Substances (as defined below) in connection with the operation of its

                                     - 27 -

business or otherwise except in compliance with applicable Environmental Laws
(as defined below) noncompliance with which reasonably would be expected to have
a material adverse effect on the assets or operations of the Company's business.
The Company, the Subsidiaries, to the knowledge of the Company after reasonable
inquiry, the Joint Ventures, the operation of the business of the Company, the
Subsidiaries, and to the knowledge of the Company after reasonable inquiry, the
Joint Ventures, any real property that the Company, any Subsidiary or any Joint
Venture owns, leases or otherwise occupies or uses (the "Premises") are in
material compliance with all applicable Environmental Laws and orders or
directives of any governmental authorities having jurisdiction under such
Environmental Laws, including, without limitation, any Environmental Laws or
orders or directives with respect to any cleanup or remediation of any release
or threat of release of Hazardous Substances. Neither the Company, any
Subsidiary nor, to the knowledge of the Company after reasonable inquiry, any
Joint Venture has received any citation, directive, letter or other
communication, written or oral, or any notice of any proceeding, claim or
lawsuit, from any person alleging that the Company, any Subsidiary or, to the
knowledge of the Company after reasonable inquiry, any Joint Venture is not in
compliance with such or has material liability under the Environmental Laws in
connection with the ownership or occupation of the Premises, or the operation of
its business. The Company, each Subsidiary and, to the knowledge of the Company
after reasonable inquiry, each Joint Venture has obtained and is maintaining in
full force and effect all material necessary permits, licenses and approvals
required by all Environmental Laws applicable to the Premises and the Company's,
each Subsidiary's and, to the knowledge of the Company after reasonable inquiry,
each Joint Venture's business operations conducted thereon, and is in
substantial compliance with all such permits, licenses and approvals. Neither
the Company, any Subsidiary nor, to the knowledge of the Company after
reasonable inquiry, any Joint Venture has caused or allowed or been subject to a
release, or a threat of release, of any Hazardous Substance into or at the
Premises except in compliance with applicable Environmental Laws noncompliance
with which reasonably would be expected to have a material adverse effect on the
assets or operations of the Company's business. For the purposes of this
Agreement, the term "Environmental Laws" shall mean any Federal, state or local
law or ordinance or regulation pertaining to the protection of human health or
the environment, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Sections 9601, et seq., the
Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Sections 11001, et
seq., and the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901,
et seq. For purposes of this Agreement, the term "Hazardous Substances" shall
include oil and petroleum products, asbestos, polychlorinated biphenyls, urea
formaldehyde and any other materials classified as hazardous or toxic under any
Environmental Laws.

         Section 2.24. ERISA.

                  (a) Schedule 2.24(a) lists each employee plan that covers any
employee of the Company, each Subsidiary and each Joint Venture (each, an
"Employee Plan" and collectively, the "Employee Plans"), copies or descriptions
of all of which have previously been made available or furnished to Purchaser.
With respect to each Employee Plan, the Company has provided the most recently
filed Form 5500 and an accurate summary description of such plan.

                  (b) Schedule 2.24(b) includes a list of each benefit
arrangement of the Company, each Subsidiary and each Joint Venture (each, a
"Benefit Arrangement" and

                                     - 28 -

collectively, the "Benefit Arrangements"), copies or descriptions of all of
which have been made available or furnished previously to Purchaser.

                  (c) No Employee Plan is a Multiemployer Plan and no Employee
Plan is subject to Title IV of ERISA. The Company, the Subsidiaries, the Joint
Ventures and their affiliates have not incurred any liability under Title IV of
ERISA arising in connection with the termination of any plan covered or
previously covered by Title IV of ERISA.

                  (d) Except as set forth on Schedule 2.24(d), none of the
Employee Plans or other arrangements listed on Schedule 2.24(a) covers any
non-United States employee or former employee of the Company.

                  (e) No "prohibited transaction," as defined in Section 406 of
ERISA or Section 4975 of the Code, has occurred with respect to any Employee
Plan.

                  (f) Each Employee Plan which is intended to be qualified under
Section 401(a) of the Code is so qualified and has been so qualified during the
period from its adoption to date, and each trust forming a part thereof is
exempt from tax pursuant to Section 501(a) of the Code. The Company has
furnished to Purchaser copies of the most recent Internal Revenue Service
determination letters with respect to each such plan. Each Employee Plan has
been maintained, in all material respects, in compliance with its terms and with
the requirements prescribed by any and all statutes, orders, rules and
regulations, including but not limited to ERISA and the Code, which are
applicable to such plan.

                  (g) Each Employee Plan and each Benefit Arrangement has been
maintained in substantial compliance with its terms and with the requirements
prescribed by any and all statutes, orders, rules and regulations which are
applicable to such Employee Plan and Benefit Arrangement.

                  (h) All contributions and payments accrued under each Employee
Plan and Benefit Arrangement, determined in accordance with prior funding and
accrual practices, as adjusted to include proportional accruals for the period
ending on the Initial Closing Date, will be discharged and paid on or prior to
the Initial Closing Date except to the extent reflected on the Balance Sheet.
Except as disclosed in writing to Purchaser prior to the date hereof, there has
been no amendment to, written interpretation of or announcement (whether or not
written) by the Company or any of its ERISA Affiliates relating to, or change in
employee participation or coverage under, any Employee Plan or Benefit
Arrangement that would increase materially the expense of maintaining such
Employee Plan or Benefit Arrangement above the level of the expense incurred in
respect thereof for the fiscal year ended prior to the date hereof.

                  (i) Except as set forth on Schedule 2.24(i), there is no
contract, agreement, plan or arrangement covering any employee or former
employee of the Company or any Subsidiary or, to the knowledge of the Company
after reasonable inquiry, any Joint Venture that, individually or collectively,
could give rise to the payment of any amount that would not be deductible
pursuant to the terms of Section 280G of the Code.

                  (j) No tax under Section 4980B of the Code has been incurred
in respect of any Employee Plan that is a group health plan, as defined in
Section 5000(b)(1) of the Code.

                                     - 29 -

                  (k) With respect to the employees and former employees of the
Company or any Subsidiary, there are no employee post-retirement medical or
health plans in effect, except as required by Section 4980B of the Code.

                  (l) Except as set forth in the attached Schedule 2.24(l), no
employee of the Company or any Subsidiary or, to the knowledge of the Company
after reasonable inquiry, any Joint Venture will become entitled to any bonus,
retirement, severance or similar benefit or enhanced benefit solely as a result
of the transactions contemplated hereby.

                  (m) Neither the Company nor any of the Subsidiaries or, to the
knowledge of the Company after reasonable inquiry, any Joint Venture has, nor is
it reasonably expected to have, any liability under Title IV of ERISA.

                                   ARTICLE III

               REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

         Each of the Shareholders severally represents and warrants with respect
to itself to Purchaser as follows:

         Section 3.01. Authority. Such Shareholder, and if such Shareholder is a
trust, the trustee on behalf of such Shareholder that is a trust, has the power
to execute, deliver and perform this Agreement (including the indemnification
obligations contained herein) without the consent of any other person. This
Agreement has been duly executed and delivered by such Shareholder, and if such
Shareholder is a trust, by the trustee on behalf of such Shareholder that is a
trust, and when duly executed and delivered by the other parties hereto, will
constitute a legal, valid and binding obligation of such Shareholder,
enforceable against such Shareholder in accordance with its terms.

         Section 3.02. Title and Other Matters.

                  (a) Such Shareholder has good and valid title to the number of
shares of Company Common Stock set forth beside such Shareholder's name on
Schedule 2.04(a)(i), free and clear of all liens, charges, restrictions, claims
and encumbrances. Except for the shares of stock of the Company set forth on
Schedule 2.04(a)(i), such Shareholder does not own any capital stock of the
Company or any subscriptions, warrants, options or rights to purchase any such
capital stock or any securities convertible into or exchangeable for such
capital stock.

                  (b) Such Shareholder is not aware of any claim such
Shareholder has, or if such Shareholder is a trust, any claim that a beneficiary
of such trust has, against the Company (in such Shareholder's capacity as a
shareholder of the Company or such beneficiary's capacity as a beneficiary of
such Shareholder that is a trust), except for such Shareholder's claims as a
holder of Company Common Stock.

         Section 3.03. Investment Experience. Such Shareholder has sufficient
knowledge and experience in financial and business matters that such Shareholder
is capable of evaluating the merits and risks of its investment in Purchaser and
has the capacity to protect its own interests.

                                     - 30 -

Such Shareholder is an "accredited investor" as defined in Rule 501 of
Regulation D promulgated under the Securities Act.

         Section 3.04. Investment. Such Shareholder will be acquiring the
Purchaser Shares for investment for such Shareholder's own account, not as a
nominee or agent, and not with the view to, or for resale in connection with,
any distribution thereof. Such Shareholder understands that the Purchaser Shares
have not been, and will not be when issued, registered under the Securities Act
by reason of a specific exemption from the registration provisions of the
Securities Act, the availability of which depends upon, among other things, the
bona fide nature of the investment intent and the accuracy of the
representations of such Shareholder as expressed herein.

         Section 3.05. Rule 144. Such Shareholder acknowledges that the
Purchaser Shares must be held indefinitely unless subsequently registered under
the Securities Act or unless an exemption from such registration is available.
Such Shareholder is aware of the provisions of Rule 144 promulgated under the
Securities Act which permit limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions, which may include,
among other things, the existence of a public market for the shares, the
availability of certain current public information about Purchaser, the resale
occurring not less than two years after a party has purchased and paid for the
security to be sold, the sale being effected through a "broker's transaction" or
in transactions directly with a "market marker" and the number of shares being
sold during any three-month period not exceeding specified limitations.

         Section 3.06. Access to Information. Such Shareholder has had, or such
Shareholder's agents have had, an opportunity to discuss Purchaser's management,
business plan and financial condition with Purchaser's management. Such
Shareholder understands that a purchase of the Purchaser Shares involves a high
degree of risk, and there can be no assurance Purchaser's business objectives
will be obtained.

         Section 3.07. Right to Vote. Such Shareholder, and if such Shareholder
is a trust, the trustee on behalf of such Shareholder that is a trust, has full
legal power, authority and right to vote all shares of Company Common Stock set
forth beside such Shareholder's name on Schedule 3.07 in favor of approval and
adoption of the Agreement of Merger and the transactions contemplated by the
Agreement of Merger without the consent or approval of, or any other action on
the part of, any other person or entity. Without limiting the generality of the
foregoing, except as contemplated by this Agreement, such Shareholder, or if
such Shareholder is a trust, the trustee on behalf of such Shareholder that is a
trust, has not entered into any voting agreement with any person or entity with
respect to any of the shares of Company Common Stock set forth beside such
Shareholder's name on Schedule 3.07, granted any person or entity any proxy
(revocable or irrevocable) or power of attorney with respect to any of the
shares of Company Common Stock set forth beside such Shareholder's name on
Schedule 3.07, deposited any of the shares of Company Common Stock set forth
beside such Shareholder's name on Schedule 3.07 in a voting trust or entered
into any arrangement or agreement with any person or entity limiting or
affecting such Shareholder's legal power, authority or right to vote the shares
of Company Common Stock set forth beside such Shareholder's name on Schedule
3.07 in favor of the approval and adoption of the Agreement of Merger or any of
the transactions contemplated by the Agreement of Merger.

                                     - 31 -

         Section 3.08. Legends. Such Shareholder understands that each
certificate representing the Purchaser Shares shall bear the following legend:

         "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
         IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
         SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
         PURCHASER THAT SUCH REGISTRATION IS NOT REQUIRED."

         Section 3.09. Residence. The principal residence of such Shareholder in
which its investment decision was made is located at the address set forth on
the signature page to this Agreement.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser hereby represents and warrants to the Company as follows:

         Section 4.01. Organization, Qualifications and Corporate Power.

                  (a) Purchaser is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware and is
duly licensed or qualified to transact business as a foreign corporation and is
in good standing in each jurisdiction in which the nature of the business
transacted by it or the character of the properties owned or leased by it
requires such licensing or qualification. Purchaser has the corporate power and
corporate authority to own and hold its properties and to carry on its business
as now conducted, to execute, deliver and perform this Agreement and the
Registration Rights Agreement.

                  (b) Except for the entities listed on Schedule 4.01(b)
attached hereto, Purchaser does not (i) own of record or beneficially, directly
or indirectly, (A) any shares of capital stock or securities convertible into
capital stock of any other corporation or (B) any participating interest in any
partnership, joint venture or other non-corporate business enterprise or (ii)
control, directly or indirectly, any other entity. Each entity listed on
Schedule 4.01(b) (collectively, the "Purchaser Subsidiaries") is a company duly
formed, validly existing and in good standing under the laws of the jurisdiction
under which it has been formed and is duly licensed or qualified to transact
business as a foreign corporation and is in good standing in each jurisdiction
in which the nature of the business transacted by it or the character of the
properties owned or leased by it requires such licensing or qualification. Each
Purchaser Subsidiary has the power and authority to own and hold its properties
and to carry on its business as now conducted.

         Section 4.02. Authorization of Agreements, Etc.

                  (a) The execution and delivery by Purchaser of this Agreement
and the Registration Rights Agreement and the performance by Purchaser of its
obligations hereunder

                                     - 32 -

and thereunder have been duly authorized by all requisite corporate action and
will not violate any provision of law, any order of any court or other agency of
government, the Certificate of Incorporation or the Bylaws of Purchaser, as
amended (collectively, the "Purchaser Charter Documents"), the certificate or
articles of incorporation or Bylaws of any Purchaser Subsidiary, as amended, or
any provision of any indenture, agreement or other instrument to which
Purchaser, any Purchaser Subsidiary, or any of the properties or assets of
Purchaser or any Purchaser Subsidiary is bound, or conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any such indenture, agreement or other instrument, or result in the
creation or imposition of any lien, charge, restriction, claim or encumbrance of
any nature whatsoever upon any of the properties or assets of Purchaser or any
Purchaser Subsidiary.

                  (b) Purchaser and each Purchaser Subsidiary are in full
compliance with all of the terms and provisions of their respective governing
documents.

         Section 4.03. Validity. This Agreement has been duly executed and
delivered by Purchaser and constitutes the legal, valid and binding obligation
of Purchaser, enforceable in accordance with its terms, subject to (i) the
effect of applicable bankruptcy, insolvency, reorganization, moratorium or other
similar federal or state laws affecting the rights of creditors and (ii) the
effect or availability of rules of law governing specific performance,
injunctive relief or other equitable remedies (regardless of whether any such
remedy is considered in a proceeding at law or in equity).

         Section 4.04. Authorized Capital Stock. (a) The authorized capital
stock of Purchaser consists of:

                           (i) 1,552,450 shares of Series A Convertible
Preferred Stock, par value $0.01 per share (the "Purchaser Preferred Stock"), of
which 1,552,450 shares are issued and outstanding.

                           (ii) 92,182,450 shares of common stock, consisting of
(A) 60,000,000 shares of Class A Voting Common Stock, par value $0.01 per share
(the "Purchaser Class A Common Stock"), of which 19,960,500 shares are issued
and outstanding, (B) 30,000,000 shares of Class B Non-Voting Common Stock, par
value $0.01 per share (the "Purchaser Class B Common Stock"), of which 2,985,474
shares are issued and outstanding, (C) 150,000 shares of Senior Class C Common
Stock, par value $0.01 per share (the "Purchaser Class C Common Stock"), of
which 141,000 shares are issued and outstanding and (D) 480,000 shares of Class
D Common Stock, par value $0.01 per share (the "Purchaser Class D Common
Stock"), of which 480,000 shares are issued and outstanding (the Purchaser Class
A Common Stock, Purchaser Class B Common Stock, Purchaser Class C Common Stock
and the Purchaser Class D Common Stock are collectively referred to herein as
the "Purchaser Common Stock").

The designations, powers, preferences, rights, qualifications, limitations and
restrictions in respect of each class and series of authorized capital stock of
Purchaser are as set forth in the Purchaser Charter Documents, and all such
designations, powers, preferences, rights, qualifications, limitations and
restrictions are valid, binding and enforceable and in accordance with all
applicable laws. Except as set forth in the attached Schedule 4.04(a)(i), (i) no

                                     - 33 -

subscription, warrant, option, convertible security, or other right (contingent
or other) to purchase or otherwise acquire equity securities of Purchaser is
authorized or outstanding that has been issued by Purchaser, and (ii) there is
no commitment by Purchaser to issue shares, subscriptions, warrants, options,
convertible securities, or other such rights or to distribute to holders of any
of its equity securities any evidence of indebtedness or asset. Except as set
forth in the Purchaser Financial Statements (as defined below) or the Purchaser
Charter Documents, each of which has been delivered to the Company, Purchaser
has no obligation to purchase, redeem or otherwise acquire any of its equity
securities or any other interest therein or to pay any dividend or make any
other distribution in respect thereof. To the knowledge of Purchaser after
reasonable inquiry, except as set forth in the attached Schedule 4.04(a)(ii),
there are no voting trusts or agreements, shareholders' agreements, pledge
agreements, buy-sell agreements, rights of first refusal, preemptive rights or
proxies relating to any securities of Purchaser (whether or not Purchaser is a
party thereto). All of the outstanding securities of Purchaser were issued in
compliance with all Federal and state securities laws.

         Section 4.05. Financial Statements.

                  (a) Purchaser has furnished to the Company the audited
consolidated balance sheet of Purchaser as of December 31, 2000, and the related
audited consolidated statements of income and cash flows for the twelve months
ended December 31, 2000 and its unaudited balance sheet as of September 30, 2001
(the "Purchaser Balance Sheet") and the related unaudited consolidated
statements of income and cash flow for the nine months ended September 30, 2001
(collectively, the "Purchaser Financial Statements"). The Purchaser Financial
Statements have been prepared in accordance with generally accepted accounting
principles consistently applied and fairly present in all material respects the
consolidated financial position of Purchaser as of September 30, 2001 and
December 31, 2000, respectively, and the consolidated results of operations and
cash flows of Purchaser for the nine months ended September 30, 2001 and the
twelve months ended December 31, 2000, respectively.

                  (b) The Purchaser Financial Statements reflect all liabilities
of Purchaser, whether absolute, accrued or contingent, as of the respective
dates thereof, of the type required to be reflected or disclosed in a balance
sheet (or the notes thereto) prepared in accordance with generally accepted
accounting principles. To the knowledge of Purchaser after reasonable inquiry,
as of the date of the Purchaser Financial Statements, there is no basis for the
assertion against Purchaser or any Purchaser Subsidiary of any material
liability (other than current liabilities referred to above) not fully reflected
or reserved against in the Purchaser Financial Statements.

                  (c) The Purchaser Financial Statements reflect in accordance
with generally accepted accounting principles reserves or other appropriate
provisions at least equal to reasonably anticipated liabilities, losses, sales
credits and allowances, and expenses of Purchaser as of the respective dates
thereof, including, without limitation, those with respect to income and other
taxes (including alternative minimum tax), warranty claims, bad debts, unsalable
inventories, salaries, and plans and programs (including medical and other
benefits programs) for the benefit of present and former employees.

                                     - 34 -

         Section 4.06. Litigation; Compliance with Law. There is no (i) action,
suit, claim, proceeding or investigation pending or, to the knowledge of
Purchaser after reasonable inquiry, threatened against or affecting Purchaser or
any Purchaser Subsidiary, at law or in equity, or before or by any Federal,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, (ii) arbitration proceeding
relating to Purchaser or any Purchaser Subsidiary pending under collective
bargaining agreements or otherwise or (iii) governmental inquiry pending or, to
the knowledge of Purchaser after reasonable inquiry, threatened against or
affecting Purchaser or any Purchaser Subsidiary (including without limitation
any inquiry as to the qualification of Purchaser or any Purchaser Subsidiary to
hold or receive any license or permit) which individually or in the aggregate
have a material adverse effect on the business of Purchaser. Neither Purchaser
nor any Purchaser Subsidiary is in default with respect to any order, writ,
injunction or decree known to or served upon Purchaser or any Purchaser
Subsidiary of any court or of any Federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign which individually or in the aggregate have a material
adverse effect on Purchaser, and Purchaser and each Purchaser Subsidiary has
complied with all laws, rules, regulations and orders applicable to its
business, operations, properties, assets, products and services except as would
not individually or in the aggregate have a material adverse effect on
Purchaser. Purchaser and each Purchaser Subsidiary have all permits, licenses
and other authorizations required to conduct their business as conducted except
as would not individually or in the aggregate have a material adverse effect on
Purchaser. There is no action or suit by Purchaser or any Purchaser Subsidiary
pending or threatened against others. Purchaser and each Purchaser Subsidiary
have complied in all material respects with all laws, rules, regulations and
orders applicable to their business, operations, properties, assets, products
and services, except as would not individually or in the aggregate have a
material adverse effect on Purchaser or any Purchaser Subsidiary. Purchaser and
each Purchaser Subsidiary have been operating their business pursuant to and in
compliance with the terms of all such permits, licenses and other authorizations
except where any instance or instances of noncompliance do not, individually or
in the aggregate, have a material adverse effect on Purchaser. There is no
existing law, rule, regulation or order, and to the knowledge of Purchaser after
reasonable inquiry, there is no pending law, rule, regulation or order, whether
Federal, state, county or local, not generally known in the industry of which
Purchaser is a part which would prohibit or materially restrict Purchaser or any
Purchaser Subsidiary from, or otherwise have a material adverse effect on the
ability of Purchaser or any Purchaser Subsidiary to conduct its business in any
jurisdiction in which it is now conducting business.

         Section 4.07. Brokers. Purchaser has not entered into any contract,
arrangement or understanding with any broker, finder or similar agent with
respect to the transactions contemplated by this Agreement.

         Section 4.08. Environmental Protection. Neither Purchaser nor any
Purchaser Subsidiary, to its knowledge, has caused or allowed, or contracted
with any party for, the generation, use, transportation, treatment, storage or
disposal of any Hazardous Substances in connection with the operation of its
business or otherwise except in compliance with applicable Environmental Laws
noncompliance with which reasonably would be expected to have a material adverse
effect on Purchaser's assets or operations of its business. Purchaser, the
Purchaser Subsidiaries, the operation of the business of Purchaser and the
Purchaser

                                     - 35 -

Subsidiaries, and to the Purchaser's knowledge, any real property that Purchaser
or any Purchaser Subsidiary owns, leases or otherwise occupies or uses (the
"Purchaser Premises") are in material compliance with all applicable
Environmental Laws and orders or directives of any governmental authorities
having jurisdiction under such Environmental Laws, including, without
limitation, any Environmental Laws or orders or directives with respect to any
cleanup or remediation of any release or threat of release of Hazardous
Substances. Neither Purchaser nor any Purchaser Subsidiary has received any
citation, directive, letter or other communication, written or oral, or any
notice of any proceeding, claim or lawsuit, from any person alleging that
Purchaser or any Purchaser Subsidiary is not in compliance with such or has
material liability under the Environmental Laws in connection with the ownership
or occupation of the Purchaser Premises, or the operation of its business.
Purchaser and each Purchaser Subsidiary has obtained and is maintaining in full
force and effect all material necessary permits, licenses and approvals required
by all Environmental Laws applicable to the Purchaser Premises and the
Purchaser's and each Purchaser Subsidiary's business operations conducted
thereon, and is in substantial compliance with all such permits, licenses and
approvals. Neither Purchaser nor any Purchaser Subsidiary has caused or allowed
a release, or a threat of release, of any Hazardous Substance into or at the
Purchaser Premises except in compliance with applicable Environmental Laws
noncompliance with which reasonably would be expected to have a material adverse
effect on Purchaser's assets or operations of its business.

         Section 4.09. ERISA. Purchaser and Purchaser Subsidiaries are in
compliance with ERISA in all material respects.

         Section 4.10. Title to Properties. Purchaser has good, clear and
marketable title to its properties and assets reflected on the Purchaser Balance
Sheet or acquired by Purchaser since the date of the Purchaser Balance Sheet
(other than properties and assets disposed of in the ordinary course of business
since the date of the Purchaser Balance Sheet), subject to mortgages, pledges,
security interests, liens, charges, claims, restrictions and other encumbrances
(including without limitation, easements and licenses) which, if material, are
disclosed in the Purchaser Financial Statements, except for liens for current
taxes not yet due and payable and minor imperfections of title, if any, not
material in nature or amount and not materially detracting from the value or
impairing the use of the property subject thereto or impairing the operations or
proposed operations of Purchaser including, without limitation, the ability of
Purchaser to secure financing using such properties and assets as collateral. To
the knowledge of Purchaser after reasonable inquiry, there are no condemnation,
environmental, zoning or other land use regulation proceedings, either
instituted or planned to be instituted, which would adversely affect the use or
operation of Purchaser's properties and assets for its intended uses and
purposes, or the value of such and Purchaser has not received notice of any
special assessment proceedings which would affect such properties and assets.

         Section 4.11. Proprietary Information of Third Parties. To the
knowledge of Purchaser after reasonable inquiry, no third party has claimed or
has reason to claim that any person employed by or affiliated with Purchaser has
(a) breached or is breaching any of the terms or conditions of his or her
employment, non-competition or non-disclosure agreement with such third party,
(b) disclosed or is disclosing or utilized or is utilizing any trade secret or
proprietary information or documentation of such third party or (c) interfered
or is interfering in the employment relationship between such third party and
any of its present or former employees.

                                     - 36 -

To the knowledge of Purchaser after reasonable inquiry, no third party has
requested information from Purchaser which suggests that such a claim might be
contemplated. To the knowledge of Purchaser after reasonable inquiry, no person
employed by Purchaser has employed any trade secret or any information or
documentation proprietary to any former employer without the consent of such
former employer, and to the knowledge of Purchaser after reasonable inquiry, no
person employed by Purchaser has breached any confidential agreement which such
person may have had with any third party, in connection with the development,
manufacture or sale of any product or the development or sale of any service of
Purchaser, and Purchaser has no reason to believe there will be any such
employment or violation. To the knowledge of Purchaser after reasonable inquiry,
none of the execution or delivery of this Agreement or the current business of
Purchaser, will conflict with or result in a breach of the terms, conditions or
provisions of or constitute a default under any contract, covenant or instrument
under which any such person is obligated.

         Section 4.12. Intellectual Property. (a) The rights of Purchaser in and
to any of the Intellectual Property of Purchaser will not be limited or
otherwise affected by reason of any of the transactions contemplated hereby.
None of the Intellectual Property infringes or, to Purchaser's knowledge, is
alleged to infringe any trademark, copyright, patent or other proprietary right
of any person.

                  (b) All employees of Purchaser or other persons involved with
the development of any Intellectual Property have entered into written
agreements assigning to Purchaser all rights to any Intellectual Property
related to Purchaser's business.

         Section 4.13. Taxes. (a) Purchaser has timely filed with the
appropriate Taxing Authority all Federal and state income Tax Returns and all
other material Tax Returns required to be filed and has timely paid in full all
Taxes, if any, shown to be due on such Tax Returns, and all other Taxes for
which a notice of assessment or demand for payment has been received. All Tax
Returns are, in all material respects, true, correct and complete, have been
prepared in accordance with all applicable laws and requirements, and accurately
reflect the taxable income (or other measure of tax) of Purchaser. There are no
liens for Taxes upon Purchaser or its assets, except liens for current Taxes not
yet due.

                  (b) Except as set forth on Schedule 4.13(b), there is no
action, suit, proceeding, investigation, audit, claim, assessment or judgment
now pending against Purchaser in respect of any Tax, and no notification of an
intention to examine has been received from any Taxing Authority.

         Section 4.14. Investment Experience. Purchaser has substantial
experience in evaluating and investing in private placement transactions of
securities in companies similar to the Company such that Purchaser is capable of
evaluating the merits and risks of its investment in the Company and has the
capacity to protect its own interests. Purchaser is an "accredited investor" as
defined in Rule 501 of Regulation D promulgated under the Securities Act.

         Section 4.15. Investment. Purchaser is acquiring the Purchaser
Preferred Shares for investment for Purchaser's own account, not as a nominee or
agent, and not with the view to, or for resale in connection with, any
distribution thereof. Purchaser understands that the Purchaser

                                     - 37 -

Preferred Shares have not been, and will not be when issued, registered under
the Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy of
the representations of Purchaser as express herein.

         Section 4.16. Rule 144. Purchaser acknowledges that the Purchaser
Preferred Shares must be held indefinitely unless subsequently registered under
the Securities Act or unless an exemption from such registration is available.
Purchaser is aware of the provisions of Rule 144 promulgated under the
Securities Act which permit limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions, which may include,
among other things, the existence of a public market for the shares, the
availability of certain current public information about the Company, the resale
occurring not less than two years after a party has purchased and paid for the
security to be sold, the sale being effected through a "broker's transaction" or
in transactions directly with a "market marker" and the number of shares being
sold during any three-month period not exceeding specified limitations.

         Section 4.17. Access to Information. Purchaser has had an opportunity
to discuss the Company's management, business plan and financial condition with
the Company's management. Purchaser understands that a purchase of the Purchaser
Preferred Shares involves a high degree of risk, and there can be no assurance
the Company's business objectives will be obtained.

         Section 4.18. Legends. Purchaser understands that each certificate
representing the Purchaser Preferred Shares shall bear the following legend:

         "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
         IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
         SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
         COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

                                    ARTICLE V

           CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER IN THE
              EVENT OF AN EXERCISE OF THE CALL RIGHT, THE PUT RIGHT
                          OR THE ADDITIONAL CALL RIGHT

         Section 5.01. The obligation of Purchaser to consummate the purchase of
the Remaining Shares after exercise of the Call Right or the Put Right and the
obligation of Purchaser to consummate the purchase of the Remaining Shares after
exercise of the Additional Call Right are subject to the fulfillment prior to or
at the Subsequent Closing of the following conditions (any one or more of which
may be waived in whole or in part by Purchaser at Purchaser's option):

                                     - 38 -

                  (a) Material Adverse Effect. Since the date of the Balance
Sheet, there shall not have been a Company Material Adverse Effect, and the
President and Chief Financial Officer of the Company shall have certified to
such effect to Purchaser in writing.

                  (b) Governmental Consents. The waiting period under the HSR
Act (as defined below), if applicable, shall have expired or been terminated.

                  (c) Performance of the Company. The Company's Revenues for the
last four full fiscal quarters completed prior to the date of the Call Right
Notice, the Put Right Notice or the Additional Call Right Notice, as applicable,
shall have increased over the Company's Revenues for the four full fiscal
quarters ended September 30, 2001 by at least the lower of (A) a compound annual
growth rate of ten percent (10%) or (B) the compound annual growth rate by which
Purchaser's Revenues increased during such period. From the last day of the
fiscal quarter ended September 30, 2001 to the end of the last full fiscal
quarter completed prior to the date of the Call Right Notice, the Put Right
Notice or the Additional Call Right Notice, as applicable, the Company's
Operating Income Margin as reflected in the Company's financial statements
prepared in accordance with generally accepted accounting principles shall not
be less than the lower of (A) ten percent (10%) or (B) Purchaser's Operating
Income Margin for the same period. The Company's Tangible Net Worth (as defined
in Section 11.16 hereof) at the end of the last day of the month preceding the
date of the Call Right Notice, the Put Right Notice or the Additional Call Right
Notice, as applicable, shall be at least equal to $3,183,000. The President and
Chief Financial Officer of the Company shall have certified to such effect to
Purchaser in writing.

                  (d) Approvals; No Prohibition. (i) No temporary restraining
order, preliminary or permanent injunction or other legal restraint or
prohibition preventing the purchase and sale of the Remaining Shares or the
other transactions contemplated by this Agreement and the Agreement of Merger
shall be in effect, nor shall any proceeding by an administrative agency or
commission or court or other agency of government seeking any of the foregoing
be pending.

                           (ii) The Agreement of Merger and the Merger shall
have been duly adopted and approved by the requisite vote of the Company's
shareholders and approved by the Company's Board of Directors in accordance with
the California General Corporation Law.

                  (e) Performance and Compliance. The Company and the
Shareholders shall have performed and complied in all material respects with all
agreements and covenants contained herein required to be performed or complied
with by them prior to or at the Subsequent Closing Date, and the President and
Chief Financial Officer of the Company and each Shareholder shall have certified
to such effect to Purchaser in writing.

                  (f) Opinion of Counsel. The Company and the Shareholders shall
have delivered to Purchaser an opinion (the "Pillsbury Opinion") of their
counsel, Pillsbury Winthrop LLP ("Pillsbury"), dated the Subsequent Closing
Date, in substantially the form attached hereto as Exhibit I.

                                     - 39 -

                  (g) Subsidiaries. The Company shall have delivered to
Purchaser the original certificates representing the capital stock of each
Subsidiary.

                  (h) Satisfactory Instruments of Transfer. All instruments and
documents required on the Company's and the Shareholders' parts to effectuate
and consummate the transactions contemplated at the Subsequent Closing shall be
delivered to Purchaser and shall be in form and substance reasonably
satisfactory to Purchaser.

                  (i) Additional Representations and Warranties of the Company.
(i) The following representations and warranties of the Company not qualified as
to materiality shall be true and correct in all material respects, and the
following representations and warranties that are qualified as to materiality
shall be true and correct, in each case as of the Subsequent Closing Date, and
the Company shall have delivered to Purchaser a certificate to such effect
signed by an authorized officer of the Company.

                           (A) Authorization of Agreement of Merger; Validity.
                  The execution and delivery by the Company of the Agreement of
                  Merger and the performance by the Company and the Shareholders
                  of their obligations under the Agreement of Merger have been
                  duly authorized by all requisite corporate action including
                  shareholder approval and will not violate any provision of
                  law, any order of any court or other agency of government, the
                  Charter Documents or the Bylaws of the Company, as amended,
                  the certificate or articles of incorporation or Bylaws of any
                  Subsidiary, as amended, or any provision of any indenture,
                  agreement or other instrument to which the Company, any
                  Subsidiary or any of the properties or assets of the Company
                  or any Subsidiary is bound, or conflict with, result in a
                  breach of or constitute (with due notice or lapse of time or
                  both) a default under any such indenture, agreement or other
                  instrument, or result in the creation or imposition of any
                  lien, charge, restriction, claim or encumbrance of any nature
                  whatsoever upon any of the properties or assets of the Company
                  or any Subsidiary. The Agreement of Merger has been duly
                  executed and delivered by the Company and constitutes the
                  legal, valid and binding obligation of the Company,
                  enforceable in accordance with its terms, subject to (1) the
                  effect of applicable bankruptcy, insolvency, reorganization,
                  moratorium or other similar Federal or state laws affecting
                  the rights of creditors; and (2) the effect or availability of
                  rules of law governing specific performance, injunctive relief
                  or other equitable remedies (regardless of whether any such
                  remedy is considered in a proceeding at law or in equity).

                           (B) Financial Statements. (1) The Company has
                  furnished to Purchaser the audited consolidated balance sheets
                  of the Company and the Subsidiaries (the latest such audited
                  consolidated balance sheets is defined as, the "Post-Initial
                  Closing Balance Sheet") and the related audited consolidated
                  statements of income and cash flows of the Company and the
                  Subsidiaries that the Company is required to furnish to
                  Purchaser pursuant to Section 7.01(a) hereof, and the Company
                  has furnished to Purchaser the

                                     - 40 -

                  unaudited consolidated balance sheets of the Company and the
                  Subsidiaries and the related unaudited consolidated statements
                  of income and cash flows of the Company and the Subsidiaries
                  that the Company is required to furnish to Purchaser pursuant
                  to Section 7.01(b) hereof (collectively, the "Post-Initial
                  Closing Financial Statements"). The Post-Initial Closing
                  Financial Statements have been prepared in accordance with
                  generally accepted accounting principles consistently applied
                  (except that the unaudited financial statements are subject to
                  normal recurring year-end adjustments and do not contain all
                  of the footnotes under generally accepted accounting
                  principles) and fairly present in all material respects the
                  consolidated financial position of the Company and the
                  Subsidiaries as of their respective dates, and the
                  consolidated results of operations and cash flows of the
                  Company and the Subsidiaries as of their respective dates.
                  Since the date of the Post-Initial Closing Balance Sheet, no
                  event or condition that individually or in the aggregate has
                  had or reasonably would be expected to have a Company Material
                  Adverse Effect has occurred or is continuing.

                           (2) The Post-Initial Closing Financial Statements
                           reflect all liabilities of the Company and the
                           Subsidiaries, whether absolute, accrued or
                           contingent, as of the respective dates thereof, of
                           the type required to be reflected or disclosed in a
                           balance sheet (or the notes thereto) prepared in
                           accordance with generally accepted accounting
                           principles. Neither the Company nor any Subsidiary
                           has any liabilities or obligations of any nature that
                           are not reflected on the Post-Initial Closing
                           Financial Statements other than current liabilities
                           (within the meaning of generally accepted accounting
                           principles) incurred since the respective dates
                           thereof in the ordinary course of business. There is
                           no basis for the assertion against the Company or any
                           Subsidiary of any material liability (other than
                           current liabilities referred to above) not fully
                           reflected or reserved against in the Post-Initial
                           Closing Financial Statements.

                           (3) The Post-Initial Closing Financial Statements
                           reflect reserves or other appropriate provisions at
                           least equal to reasonably anticipated liabilities,
                           losses, sales credits and allowances, and expenses of
                           the Company and the Subsidiaries as of the respective
                           dates thereof, including, without limitation, those
                           with respect to income and other taxes (including
                           alternative minimum tax), warranty claims, bad debts,
                           unsalable inventories, salaries, and plans and
                           programs (including medical and other benefits
                           programs) for the benefit of present and former
                           employees.

                           (C) Governmental Approvals. No registration or filing
                           with, or consent or approval of or other action by,
                           any Federal, state or other governmental agency or
                           instrumentality is or will be

                                     - 41 -

                           necessary for the valid execution, delivery and
                           performance by the Company of the Agreement of
                           Merger, other than (1) filings pursuant to state
                           securities laws and (2) filings pursuant to the
                           California Corporations Code which will be duly made
                           on a timely basis in connection with the sale of the
                           Remaining Shares.

                           (ii) The following representations and warranties of
the Company shall be true and correct in all respects as of the Subsequent
Closing Date, and the Company shall have delivered to Purchaser a certificate to
such effect signed by an authorized officer of the Company.

                           (A) Capitalization. The shareholders of record and
holders of subscriptions, warrants, options, convertible securities, and other
rights (contingent or other) to purchase or otherwise acquire equity securities
of the Company, and the number of shares of Company Common Stock and the number
of such subscriptions, warrants, options, convertible securities, and other such
rights held by each, are as set forth in the schedule attached to this
representation and warranty (such schedule to be prepared at the Subsequent
Closing).

         Section 5.02. The obligation of Purchaser to consummate the purchase of
the Remaining Shares after exercise of the Call Right or the Put Right is
subject to the fulfillment prior to or at the Subsequent Closing of the
following condition (which may be waived in whole or part by Purchaser at
Purchaser's option):

                  (a) Opinion of Counsel. The underwriters of the Purchaser IPO
will accept delivery at the closing of the Purchaser IPO of an opinion of
counsel to Purchaser addressed to such underwriters which contains
qualifications which are identical or substantially similar to the Pillsbury
Qualifications (as defined below) insofar as they affect the opinions included
in such opinion of counsel to Purchaser. "Pillsbury Qualifications" are those
qualifications or exceptions set forth in the Pillsbury Opinion which are in
addition to or different from those set forth in the form of opinion of
Pillsbury attached hereto as Exhibit I, including items set forth on Schedule 1
to the Pillsbury Opinion.

                                     - 42 -

                                   ARTICLE VI

         CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY AND THE
          SHAREHOLDERS IN THE EVENT OF AN EXERCISE OF THE CALL RIGHT,
                   THE PUT RIGHT OR THE ADDITIONAL CALL RIGHT

         Section 6.01. The obligation of the Company and the Shareholders to
consummate the sale of the Remaining Shares after exercise of the Call Right or
the Put Right and the obligation of the Company and the Shareholders to
consummate the sale of the Remaining Shares after exercise of the Additional
Call Right are subject to the fulfillment prior to or at the Subsequent Closing
of the following conditions (any one or more of which may be waived in whole or
in part by the Company and the Shareholders at their option):

                  (a) Material Adverse Effect. Since the date of the Purchaser
Balance Sheet, there shall not have been a Purchaser Material Adverse Effect,
and the President and Chief Financial Officer of Purchaser shall have certified
to such effect to the Company in writing.

                  (b) Governmental Consents. The waiting period under the HSR
Act (as defined below), if applicable, shall have expired or been terminated.

                  (c) No Prohibition. (i) No temporary restraining order,
preliminary or permanent injunction or other legal restraint or prohibition
preventing the purchase and sale of the Remaining Shares or the other
transactions contemplated by this Agreement or the Agreement of Merger shall be
in effect nor shall any proceeding by any administrative agency or commission or
court or other agency of the government seeking any of the foregoing be pending.

                           (ii) The Agreement of Merger and the Merger shall
have been duly adopted and approved by the requisite vote of the Company's
shareholders in accordance with the California General Corporation Law.

                  (d) Opinions of Counsel. The Purchaser shall have delivered to
the Company and the Shareholders an opinion of its counsel, Dechert, dated the
Subsequent Closing Date, in substantially the form attached hereto as Exhibit J.

                  (e) Performance and Compliance. Purchaser shall have performed
and complied in all material respects with all agreements and covenants
contained herein required to be performed or complied with by it prior to or at
the Subsequent Closing Date, and an authorized officer of Purchaser shall have
certified to such effect to the Company in writing.

                  (f) Satisfactory Instruments of Transfer. All instruments and
documents required on Purchaser's part to effectuate and consummate the
transactions contemplated at the Subsequent Closing shall be delivered to the
Company and shall be in form and substance reasonably satisfactory to the
Company.

                  (g) Representations and Warranties of the Merger Subsidiary.
The following representations and warranties of Merger Subsidiary not qualified
as to materiality shall be true and correct in all material respects, and the
following representations and warranties that are qualified as to materiality
shall be true and correct, in each case as of the Subsequent Closing

                                     - 43 -

Date, and Purchaser and Merger Subsidiary shall have delivered to the Company a
certificate signed by an authorized officer of each of Purchaser and Merger
Subsidiary to such effect.

                           (i) Organization, Qualifications and Corporate Power.
                           Merger Subsidiary is a corporation duly incorporated,
                           validly existing and in good standing under the laws
                           of the State of California and is duly licensed or
                           qualified to transact business as a foreign
                           corporation and is in good standing in each
                           jurisdiction in which the nature of the business
                           transacted by it or the character of the properties
                           owned or leased by it requires such licensing or
                           qualification. Merger Subsidiary has the corporate
                           power and corporate authority to own and hold its
                           properties and to carry on its business as now
                           conducted, and to execute, deliver and perform the
                           Agreement of Merger.

                           (ii) Authorization of Agreements, Etc. The execution
                           and delivery by Merger Subsidiary of the Agreement of
                           Merger and the performance by Merger Subsidiary of
                           its obligations thereunder, have been duly authorized
                           by all requisite corporate action and will not
                           violate any provision of law, any order of any court
                           or other agency or government, the Articles of
                           Incorporation of Merger Subsidiary, or the Bylaws of
                           Merger Subsidiary, or any provision of any indenture,
                           agreement or other instrument to which Merger
                           Subsidiary or any of its respective properties or
                           assets is bound, or conflict with, result in a breach
                           of or constitute (with due notice or lapse of time or
                           both) a default under any such indenture, agreement
                           or other instrument. The Merger Subsidiary is in full
                           compliance with all of the terms and provisions of
                           its governing documents.

                           (iii) Validity. The Agreement of Merger has been duly
                           executed and delivered by Merger Subsidiary and
                           constitutes the legal, valid and binding obligation
                           of Merger Subsidiary, enforceable in accordance with
                           its terms.

         Section 6.02. In addition to the conditions listed in Section 6.01, the
obligation of the Company and the Shareholders to consummate the sale of the
Remaining Shares after exercise of the Additional Call Right if Purchaser has
elected to pay the Additional Call Right Purchase Amount at least in part
pursuant to the Purchaser Promissory Notes (it being understood that if
Purchaser elects to pay all of the Additional Call Right Purchase Amount in cash
at the Subsequent Closing, the following conditions do not apply) are subject to
the fulfillment prior to or at the Subsequent Closing of the following
conditions (any one or more of which may be waived in whole or in part by the
Company and the Shareholders at their option):

                  (a) Performance of the Purchaser. Purchaser's Revenues for the
last four full fiscal quarters completed prior to the date of the Additional
Call Right Notice shall have increased over Purchaser's Revenues for the four
full fiscal quarters ended September 30, 2001 by at least the lower of (A) a
compound annual growth rate of ten percent (10%) or (B) the compound annual
growth rate by which the Company's Revenues increased during such period; (ii)
for the last four full fiscal quarters completed prior to the date of the
Additional Call Right

                                     - 44 -

Notice, Purchaser's Operating Income Margin as reflected in Purchaser's
financial statements prepared in accordance with generally accepted accounting
principles shall not be less than the lower of (A) ten percent (10%) or (B) the
Company's Operating Income Margin for the same period. Purchaser's Tangible Net
Worth at the end of the last day of the month preceding the date of the
Additional Call Right Notice shall be at least equal to $49,219,000.

                  (b) Performance and Compliance. Purchaser shall have performed
and complied in all material respects with all agreements and covenants
contained herein required to be performed or complied with by it prior to or at
the Subsequent Closing Date, and an authorized officer of Purchaser shall have
certified to such effect to the Company in writing.

         Section 6.03. In addition to the conditions set forth in Section 6.01,
the obligation of the Company and the Shareholders to consummate the sale of the
Remaining Shares after exercise of the Call Right or the Put Right are subject
to the fulfillment prior to or at the Subsequent Closing of the following
conditions (any one or more of which may be waived in whole or in part by the
Company and the Shareholders at their option):

                  (a) Additional Representations and Warranties of Purchaser.
The following representations and warranties of Purchaser not qualified as to
materiality shall be true and correct in all material respects, and the
following representations and warranties that are qualified as to materiality
shall be true and correct, in each case as of the Subsequent Closing Date, and
Purchaser shall have delivered to the Company a certificate to such effect
signed by an authorized officer of Purchaser.

                           (i) Authorization of Agreements, Etc.

                           (A) The execution and delivery by Purchaser of the
Agreement of Merger and the Purchaser Shares Registration Rights Agreement, the
performance by Purchaser of its obligations thereunder and the issuance, sale
and delivery of the Purchaser Shares have been duly authorized by all requisite
corporate action and do not violate any provision of law, any order of any court
or other agency of government or the Purchaser Charter Documents, or any
provision of any indenture, agreement or other instrument to which Purchaser or
Purchaser Subsidiary or any of the properties or assets of Purchaser or
Purchaser Subsidiary is bound, or conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument, or result in the creation or
imposition of any lien, charge, claim or encumbrance of any nature whatsoever
upon any of the properties or assets of Purchaser other than (x) pursuant to
bank debt outstanding on the Subsequent Closing Date, (y) would not result in a
Material Adverse Effect on Purchaser, or (z) would prohibit or materially delay
any payment to be made under the Purchaser Promissory Notes.

                           (B) The Purchaser Shares have been duly authorized
and, when issued in accordance with this Agreement and the Agreement of Merger,
will be validly issued, fully paid and nonassessable shares of Common Stock of
Purchaser with no personal liability attaching to the ownership thereof and will
be free and clear of all liens, charges, claims and encumbrances imposed by or
through Purchaser. None of the issuance, sale or delivery of the

                                     - 45 -

Purchaser Shares is subject to any preemptive right of stockholders of Purchaser
or to any right of first refusal or other right in favor of any person which has
not been waived.

                           (ii) Validity. The Agreement of Merger and the
Purchaser Shares Registration Rights Agreement has been duly executed and
delivered by Purchaser and constitute the legal, valid and binding obligations
of Purchaser, enforceable in accordance with their terms, subject to (A) the
effect of applicable bankruptcy, insolvency, reorganization, moratorium or other
similar federal or state laws affecting the rights of creditors; (B) the effect
or availability of rules of law governing specific performance, injunctive
relief or other equitable remedies (regardless of whether any such remedy is
considered in a proceeding at law or in equity); and (C) to the extent the
indemnification provisions contained in the Purchaser Shares Registration Rights
Agreement may be limited by applicable Federal or state securities laws.

                           (iii) Purchaser IPO Prospectus. The final prospectus
related to the Purchaser IPO, as of the date of such prospectus, does not
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.

                  (b) Performance and Compliance. Purchaser shall have performed
and complied in all material respects with all agreements and covenants
contained herein required to be performed or complied with by it prior to or at
the Subsequent Closing Date, and an authorized officer of Purchaser shall have
certified to such effect to the Company in writing.

                  (c) Governmental Approvals. No registration or filing with, or
consent or approval of or other action by, any Federal, state or other
governmental agency or instrumentality is or will be necessary for the valid
execution, delivery and performance by Purchaser of the Agreement of Merger,
other than (1) filings pursuant to state securities laws (all of which filings
have been made by Purchaser, other than those which are required to be made
after the Subsequent Closing which will be made by Purchaser) and (2) filings
pursuant to California Corporations Code which will be duly made on a timely
basis in connection with the sale of the Remaining Shares (all of which filings
have been made by Purchaser).

                                   ARTICLE VII

                  COVENANTS OF THE COMPANY AND THE SHAREHOLDERS

         The Company and, with respect to Sections 7.11 and 7.12, the
Shareholders covenant and agree with Purchaser that, unless otherwise consented
to by Purchaser in writing:

         Section 7.01. Financial Statements, Reports, Etc. The Company shall
furnish to Purchaser:

                  (a) within ninety (90) days after the end of each fiscal year
of the Company a consolidated balance sheet of the Company as of the end of such
fiscal year and the related consolidated statements of income, shareholders'
equity and cash flows for the fiscal year then ended, prepared in accordance
with generally accepted accounting principles and certified to that

                                     - 46 -

effect by a firm of independent public accountants selected by the Board of
Directors of the Company;

                  (b) within forty-five (45) days after the end of each fiscal
quarter of the Company a consolidated balance sheet of the Company as of the end
of such fiscal quarter and the related consolidated statements of income,
shareholders' equity and cash flows for the fiscal quarter then ended, unaudited
but prepared in accordance with generally accepted accounting principles (except
that the unaudited financial statements are subject to normal recurring year-end
adjustments and do not contain all of the footnotes under generally accepted
accounting principles);

                  (c) promptly upon sending, making available or filing the
same, all press releases, reports and financial statements that the Company
sends or makes available to its shareholders or files with the Commission; and

                  (d) promptly, from time to time, such other information
regarding the business, prospects, financial condition, operations, property or
affairs of the Company as Purchaser reasonably may request.

         Section 7.02. Reserve for Conversion Shares. The Company shall at all
times reserve and keep available out of its authorized but unissued shares of
Company Common Stock, for the purpose of effecting the conversion of the
Purchaser Preferred Shares and otherwise complying with the terms of this
Agreement, such number of its duly authorized shares of Company Common Stock as
shall be sufficient to effect the conversion of the Purchaser Preferred Shares
from time to time outstanding or otherwise to comply with the terms of this
Agreement. If at any time the number of authorized but unissued shares of
Company Common Stock shall not be sufficient to effect the conversion of the
Purchaser Preferred Shares or otherwise to comply with the terms of this
Agreement, the Company will forthwith take such corporate action as may be
necessary and within its control and use its best efforts to cause the
shareholders of the Company to take such corporate action as may be necessary to
increase its authorized but unissued shares of Company Common Stock to such
number of shares as shall be sufficient for such purposes. The Company will
obtain any authorization, consent, approval or other action by or make any
filing with any court or administrative body that may be required under
applicable state securities laws in connection with the issuance of shares of
Company Common Stock upon conversion of the Purchaser Preferred Shares.

         Section 7.03. Corporate Existence; Line and Operation of Business.
Prior to the earlier to occur of the Subsequent Closing Date or the Termination
Date, the Company shall maintain its corporate existence, rights and franchises
in full force and effect and shall not enter any line of business which is not
consistent with the business and the markets it currently serves as disclosed in
the Confidential Memorandum dated April 2001 of the Company. Prior to the
earlier to occur of the Subsequent Closing Date or the Termination Date, the
Company shall operate its business in good faith consistent with its past
practices and shall not take actions not in the ordinary course of its business
or change its accounting methods with the primary purpose of increasing the
Company's Revenues in any calculation under this Agreement.

                                     - 47 -

         Section 7.04. Cooperation in connection with the Purchaser IPO. The
Company shall, in addition to its obligations under Section 7.06 hereof, use its
commercially reasonable efforts to assist Purchaser in achieving the
consummation of the Purchaser IPO. The Company shall use its commercially
reasonable efforts to assist Purchaser in preparing and filing with the
Commission and having declared effective by the Commission the registration
statement related to the Purchaser IPO. In furtherance of the foregoing, the
Company shall make its officers, directors, employees and public accountants,
upon reasonable prior notice, reasonably available to Purchaser and such persons
as Purchaser may designate (including the underwriters of the Purchaser IPO),
and the Company shall cause its officers, directors, employees and public
accountants to participate in such meetings, due diligence sessions, management
presentations, roadshow presentations and other events as Purchaser requests in
connection with the Purchaser IPO; provided, however, that Purchaser shall pay
any and all costs or expenses associated with the foregoing incurred from third
parties and all reasonable out-of-pocket costs and expenses incurred by the
Company.

         Section 7.05. Properties, Business, Insurance. Prior to the earlier to
occur of the Subsequent Closing Date or the Termination Date, the Company shall
maintain its properties and business and the properties and business of the
Subsidiaries with insurance from financially sound and reputable insurers
against such casualties and contingencies and of such types and in such amounts
as is customary for companies similarly situated.

         Section 7.06. Inspection, Consultation and Advice. Prior to the earlier
to occur of the Subsequent Closing Date, the Termination Date or the date on
which Purchaser ceases to own at least fifty percent (50%) of the Purchaser
Preferred Shares, the Company shall permit Purchaser and such persons as
Purchaser may designate, at Purchaser's expense, from time to time, to visit and
inspect any of the properties of the Company, examine the Company's books,
discuss the affairs, finances and accounts of the Company with its officers,
employees and public accountants (and the Company hereby authorizes said
accountants to discuss with Purchaser and such designees such affairs, finances
and accounts), and consult with and advise the management of the Company as to
its affairs, finances and accounts, all at reasonable times and upon reasonable
notice; provided, however, that the Company shall not be obligated pursuant to
this Section 7.06 to provide access to any information which it reasonably
considers to be a trade secret or similar confidential information except as
required by law. The recipients of any confidential information pursuant to this
Section 7.06 agree to hold such information in confidence.

         Section 7.07. Restrictive Agreements Prohibited; Integration. (a) The
Company shall not become a party to any agreement which by its terms restricts
the Company's performance of this Agreement or the Registration Rights
Agreement.

                  (b) Neither the Company nor any person acting on its behalf
will take any action (including, without limitation, any offer, issuance or sale
of any security of the Company which might require the integration of such
security with the Purchaser Preferred Shares under the Securities Act or the
rules and regulations of the Commission thereunder) so as to subject the
offering, issuance, or sale of the Purchaser Preferred Shares to the
registration requirements of the Securities Act.

                                     - 48 -

         Section 7.08. Use of Proceeds; Purchaser Preferred Shares. The Company
may use all or any portion of the Initial Closing Payment to effect the Company
Repurchase. The Company Repurchase shall comply with all applicable laws. The
shares of Company Common Stock issuable upon conversion of all of the Purchaser
Preferred Shares purchased by Purchaser in the Initial Closing shall represent
(after giving effect to such conversion) not less than twelve and one-half
percent (12 -1/2%) of the Fully Diluted Shares (as defined below) of the Company
on the Measuring Date. The Certificate of Determination shall provide that if
the shares of Company Common Stock issuable upon conversion of all of the
Purchaser Preferred Shares purchased by Purchaser in the Initial Closing
represents less than twelve and one-half percent (12 -1/2%) of the Fully Diluted
Shares of the Company on the Measuring Date, the Company shall issue to
Purchaser the number of Preferred Shares required so that after such issuance,
the Purchaser Preferred Shares owned by Purchaser shall be convertible into
shares of Company Common Stock representing (after giving effect to such
conversion) not less than twelve and one-half percent (12 -1/2%) of the Fully
Diluted Shares of the Company on the Measuring Date.

         Section 7.09. Employee Nondisclosure and Developments Agreements. Prior
to the earlier to occur of the Subsequent Closing Date or the Termination Date,
the Company shall use its best efforts to obtain an Employment Non-Disclosure
and Assignment of Inventions Agreement in substantially the form provided to
Purchaser, or in such other form as is approved by the Board of Directors of the
Company, from all future officers, key employees and other employees who will
have access to confidential information of the Company or any Subsidiary, upon
their employment by the Company or any Subsidiary.

         Section 7.10. Keeping of Records and Books of Account. Prior to the
earlier to occur of the Subsequent Closing Date or the Termination Date, the
Company shall keep adequate records and books of account, in which complete
entries will be made in accordance with generally accepted accounting principles
consistently applied, reflecting all financial transactions of the Company, and
in which, for each fiscal year, all proper reserves for depreciation, depletion,
obsolescence, amortization, taxes, bad debts and other purposes in connection
with its business shall be made.

         Section 7.11. Non-Competition; Non-Solicitation; Customer Interference.

                  (a) Each Shareholder (other than Messrs. William DiGiovanni,
Dennis Row and Renzo W. Spanhoff), severally and not jointly, agrees that he
shall not, (i) during the period from the Initial Closing Date until two years
after the Subsequent Closing Date, or (ii) if there has not been a Subsequent
Closing, until the Termination Date (such period, the "Restriction Period"),
participate in or engage in, or otherwise lend assistance (financial or
otherwise) to any person participating in or engaged in or be (except as the
holder of the shares or debentures in a public company which confer not more
than five percent (5%) of the votes which could normally be cast at a general
meeting of such company) directly or indirectly interested in carrying on any of
the lines of business in which the Company is participating or engaged on the
Initial Closing Date anywhere in the world.

                  (b) Each Shareholder agrees, severally and not jointly, that
he shall not, during the Restriction Period, employ, solicit or entice away or
seek to employ, solicit or entice away from the employment of the Company or
Purchaser (otherwise than in response to a

                                     - 49 -

newspaper or trade advertisement) any person who is at the Initial Closing an
officer or employee of the Company or Purchaser.

                  (c) Each Shareholder agrees, severally and not jointly, that
he shall not, during the Restriction Period, cause or attempt to cause (i) any
client, customer or supplier of the Company to terminate or materially reduce
its business with the Company or (ii) any officer or employee of the Company to
resign or sever a relationship with the Company.

                  (d) The parties hereto recognize that the laws and public
policies of the various states of the United States may differ as to the
validity and enforceability of covenants similar to those set forth in this
Section. It is the intention of the parties that the provisions of this Section
be enforced to the fullest extent permissible under the laws and policies of
each jurisdiction in which enforcement may be sought, and that the
unenforceability (or the modification to conform to such laws or policies) of
any provisions of this Section shall not render unenforceable, or impair, the
remainder of the provisions of this Section. Accordingly, if any provision of
this Section shall be determined to be invalid or unenforceable, such invalidity
or unenforceability shall be deemed to apply only with respect to the operation
of such provision in the particular jurisdiction in which such determination is
made and not with respect to any other provision or jurisdiction. Purchaser and
the Shareholders acknowledge and agree that any remedy at law for any breach of
the provisions of this Section would be inadequate, and each Shareholder hereby
consents to the granting by any court of an injunction or other equitable relief
in order that the breach or threatened breach of such provisions may be
effectively restrained.

         Section 7.12. Voting Agreements; No Solicitation; Option Agreements.

                  (a) Voting Agreement. At the Initial Closing, each Shareholder
will enter into a voting agreement and proxy with Purchaser in the form attached
hereto as Exhibit K (the "Voting Agreement").

                  (b) No Solicitation. From the date hereof until the earlier to
occur of the date immediately following the Subsequent Closing Date or the
Termination Date, the Company will not, nor shall it permit or authorize any of
its officers, directors, employees, agents or representatives (collectively, the
"Representatives") to, (i) solicit or initiate, or encourage, directly or
indirectly, any inquiries regarding the submission of, any proposal for action
or agreement that could reasonably be expected to impede, interfere with, delay,
postpone or materially adversely affect the transactions contemplated by this
Agreement or the likelihood of the Transactions being consummated (a
"Proposal"), (ii) participate in any discussions or negotiations regarding, or
furnish to any person any information or date with respect to, or take any other
action to knowingly facilitate the making of any proposal that constitutes, or
may reasonably be expected to lead to, any Proposal or (iii) enter into any
agreement with respect to any Proposal or approve or agree or resolve to approve
any Proposal. Upon execution of this Agreement, the Company will and will cause
its Representatives to, immediately cease any existing activities, discussions
or negotiations with any parties conducted heretofore with respect to any of the
foregoing. The Company will promptly (and in any event, within 24 hours) advise
Purchaser orally and in writing of any request for information or the submission
or receipt of any Proposal, or any inquiry with respect to or which could lead
to any Proposal, the material terms

                                     - 50 -

and conditions of such request, Proposal or inquiry and the identity of the
person making any such request, Proposal or inquiry and the Company's response
or responses thereto.

                  (c) Option Agreements. At the Initial Closing, each
Shareholder will enter into an option agreement with Purchaser in the form
attached hereto as Exhibit L (the "Option Agreement"). Any shares acquired by
Purchaser pursuant to an Option Agreement shall be included as shares owned by
Purchaser for calculating the Acquired Percentage and for the calculation in
Section 1.03(e)(i) hereof.

         Section 7.13. Certain Restrictions and Limitations. Prior to the
earlier to occur of the Subsequent Closing or the Termination Date, the Company
will not, without the vote or written consent of the holders of at least a
majority of the Purchaser Preferred Shares consent to any liquidation,
dissolution or winding up of the Company or consolidate or merge into or with
any other entity or entities or sell, lease, abandon, transfer or otherwise
dispose of all or a material portion of its assets (other than a consolidation,
merger or other business combination the result of which is that the aggregate
amount of outstanding shares of the Company subject to the Voting Agreements and
the irrevocable proxies coupled with interests contained therein represent more
than a majority of the Fully Diluted Shares (as defined below but without taking
account of the conversion of the Series A Preferred Stock into Company Common
Stock) of the Company after such consolidation, merger or other business
combination) unless all holders of any new securities of the Company issued in
such transaction execute and deliver to Purchaser the Voting Agreement and the
irrevocable proxy coupled with an interest in the form of the proxy set forth
therein.

         Section 7.14. Restrictive Legend; Issuance of Additional Securities.
All shares of any class of securities of the Company issued after the date
hereof shall bear the following legend:

         THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF
         THE PURCHASE AND OPTION AGREEMENT DATED JANUARY 25, 2002 BY AND AMONG
         THE COMPANY, PURCHASER AND CERTAIN OF THE SHAREHOLDERS OF THE COMPANY,
         A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

         Subject to the Charter Documents, the Company may issue any shares of
any class of its securities after the date hereof (such shares, the "Additional
Shares"); provided, however, that the Company will not issue Additional Shares
(including Company Common Stock issuable upon the exercise of Company Options
granted after the date hereof) such that the aggregate amount of outstanding
shares of the Company subject to the Voting Agreements and the irrevocable
proxies coupled with interests contained therein after such issuance would
represent less than a majority of the Fully Diluted Shares (as defined below but
without taking account of the conversion of the Series A Preferred Stock into
Company Common Stock) of the Company, unless the proposed holders of such
Additional Shares execute and deliver to Purchaser the Voting Agreement and the
irrevocable proxy coupled with an interest in the form of the proxy set forth
therein. Notwithstanding the foregoing, subject to the Charter Documents and
except as set forth in Section 7.08 hereof or in connection with the issuance of
Company Common Stock upon the exercise of Company Options granted prior to the
date hereof or Company Options granted to management or key employees of the
Company in the ordinary course of business after the date hereof, in no event
shall the Company issue any Additional Shares or options to purchase

                                     - 51 -

securities of the Company to any person who is a shareholder or optionholder of
the Company on the date hereof or an affiliate of any such person. The
restrictions set forth in the first sentence of this paragraph shall not apply
to the issuance of Company Common Stock upon the exercise of a Company Option
granted prior to the date hereof by an optionholder who is not a Shareholder.

         Section 7.15. Money Obligations. The Company will pay in full:

                  (a) in accordance with past practice, all taxes, assessments,
and governmental charges or levies imposed upon the Company or upon the income
and profits of the Company, or upon any property, real, personal or mixed,
belonging to the Company, or upon any part thereof, as well as all claims for
labor, materials and supplies which, if unpaid, might become a lien or charge
upon the franchises, properties, earnings or business of the Company; provided,
however, that the Company shall not be required to pay and discharge or to cause
to be paid and discharged any such tax, assessment, charge, levy or claim so
long as the validity thereof shall be contested in good faith by appropriate
proceedings and for which a bond staying execution or enforcement thereof shall
have been posted, or adequate reserves therefor established; and

                  (b) in accordance with past practice, all debts, obligations
and liabilities, for which it may be or become liable or to which any or all of
its properties may be or become subject.

         Section 7.16. Agreements. Unless disputed in good faith, the Company
shall timely comply in all material respects with all its agreements and
obligations under all leases, subleases, agreements and contracts, and shall not
default thereunder.

         Section 7.17. Transactions with Affiliates. Prior to the earlier to
occur of the Subsequent Closing or the Termination Date, the Company will not
enter into or participate in any transaction (other than an arm's length
transaction) with any director, officer, employee or holder of more than 5% of
the outstanding capital stock of any class or series of capital stock of the
Company, member of the family of any such person, or any corporation,
partnership, trust or other entity in which any such person, or member of the
family of any such person, is a director, officer, trustee, partner or holder of
more than 5% of the outstanding capital stock thereof.

         Section 7.18. Dividends, Distributions and Payments to Shareholders;
Option Grants. Prior to the earlier to occur of the Subsequent Closing or the
Termination Date, the Company will not (a) declare or pay any dividend on any
class of its capital stock or make any payment on account of the purchase,
redemption (except for (i) the Company Repurchase, (ii) the repurchase of
Company Common Stock from employees, officers or directors pursuant to
agreements under which the Company has an option to repurchase such shares at
cost upon the termination of employment with or services to the Company or (iii)
the dividend of the aggregate amount of any cash proceeds received by the
Company from the exercise of the Company Options after the Initial Closing Date
and prior to the Subsequent Closing Date) or other retirement of any shares of
any class of its capital stock, (b) make any other distribution or payment in
respect of any class of its capital stock, (c) make any payment of principal or
interest on account of any indebtedness of the Company to any shareholder of the
Company, or (d) grant any option to purchase shares of Company Common Stock or
other securities of the Company if (i) the per

                                     - 52 -

share price that would be paid to the Company upon exercise of such option is
greater than the fair market value (determined in good faith by the Board of
Directors of the Company) on the date of such grant of a share of the security
underlying such option or (ii) such option vests at a rate that is faster than
one-third (1/3) of the number of shares of securities underlying such option on
the date of such grant in each of the three (3) years immediately following such
grant; provided, however, that the provisions of this subclause (d)(ii) shall
not prohibit the accelerated vesting of Company Options pursuant to Section
1.03(i)(A) hereof or the accelerated vesting of Additional Call Right
Out-of-Money Options pursuant to Section 1.03(i)(B) hereof. Notwithstanding
anything to the contrary herein, during the period of time (x) between the
Initial Closing and March 31, 2003, the Company shall not grant options to
purchase more than 200,000 shares of Company Common Stock or other securities of
the Company, and (y) between April 1, 2003 and the Subsequent Closing, the
Company shall not grant options to purchase more than 100,000 shares of Company
Common Stock or other securities of the Company in addition to the options
permitted to be granted under the immediately preceding clause (x).

         Section 7.19. Other Information and Events. The Company will furnish to
Purchaser:

                  (a) as soon as possible and in any event within five (5) days
after the Company receives notice from any party to any agreement that the
Company is in default thereunder, a copy of such notice and a written statement
by an authorized officer of the Company setting forth details as to such default
and stating the action, if any, which the Company proposes to take with respect
thereto;

                  (b) immediately after the commencement thereof, notice in
writing of all actions, suits, investigations and proceedings by or before any
court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, against or affecting the Company or any of
its properties or assets; and

                  (c) within five (5) days after the furnishing of any opinion
of the Company's counsel made available to the Company's independent public
accountants, a copy of such opinion.

         Section 7.20. Future Subsidiaries. In the event the Company shall
acquire or create a subsidiary or subsidiaries, the Company agrees that the
covenants contained in this Article VII shall apply to the Company and such
subsidiaries on a consolidated basis.

         Section 7.21. Qualification. The Company will duly license or qualify
itself and each Subsidiary to transact business as a foreign corporation and
will ensure that itself and each Subsidiary is in good standing in each
jurisdiction in which the nature of the business transacted by the Company or
each Subsidiary, respectively, or the character of the properties owned or
leased by the Company or each Subsidiary, respectively, requires such licensing
or qualification.

         Section 7.22. Draft Opinion. Following Pillsbury's completion of its
due diligence review of the corporate books and records of the Company, and not
later than ninety (90) days after the Initial Closing Date, the Company shall
cause Pillsbury to deliver to Purchaser the proposed qualifications and
exceptions to opinion 2 in the form of opinion of Pillsbury attached hereto as
Exhibit I and an explanation of any such qualifications and exceptions proposed
to be

                                     - 53 -

taken. The proposed qualifications and exceptions so delivered to Purchaser
shall not be deemed to limit the ability of Pillsbury to add qualifications and
exceptions to the opinion to which such qualifications and exceptions relate
based on facts or circumstances that arise or about which Pillsbury becomes
aware after the date of such delivery.

                                  ARTICLE VIII

                             COVENANTS OF PURCHASER

         Section 8.01. Financial Statements, Reports. Prior to the earlier to
occur of the Subsequent Closing Date or the Termination Date, Purchaser shall
furnish to the Company:

                  (a) within 120 days after the end of each fiscal year of
Purchaser, a balance sheet of Purchaser as of the end of such year and
statements of income and cash flows for such year, which year-end financial
reports shall be in reasonable detail and prepared in accordance with generally
accepted accounting principles consistently applied and shall be audited and
accompanied by the opinion of independent public accountants of a "Big 5"
accounting firm approved by the board of directors of Purchaser;

                  (b) within 45 days after the end of each of its first three
fiscal quarters, unaudited financial statements of Purchaser on a quarterly
basis prepared in accordance with generally accepted accounting principles and
fairly reflecting the fiscal affairs of Purchaser to the date thereof;

                  (c) contemporaneously with delivery to holders of common stock
of Purchaser, a copy of each report of Purchaser delivered to holders of common
stock of Purchaser;

                  (d) a notice summarizing any material litigation initiated by
or against Purchaser and any material developments regarding any such litigation
or regarding other material legal or regulatory issues, in each case promptly
after the occurrence thereof; and

                  (e) such other available information as is reasonably
requested by the Company.

         Section 8.02. Voting. In the event that exercise of the Put Right
requires the approval of the shareholders of the Company, Purchaser shall vote
or cause to be voted the Purchaser Preferred Shares owned by it or over which it
has voting control (or, in the event some or all of the Purchaser Preferred
Shares have been converted into shares of Common Stock of the Company, such
shares of Common Stock owned by it or over which it has voting control) in a
manner that is consistent with the recommendation of the Board of Directors of
the Company. In the event that the Company seeks shareholder approval of
accelerated vesting of Company Options pursuant to the fourth sentence of
Section 1.03(i)(A) hereof in the manner required under Section 280G(b)(5) of the
Code so as to avoid the treatment of such accelerated vesting as an "excess
parachute payment" within the meaning of Section 280G of the Code, Purchaser
shall vote or cause to be voted the Purchaser Preferred Shares owned by it or
over which it has voting control (or, in the event some or all of the Purchaser
Preferred Shares have been converted into

                                     - 54 -

shares of Common Stock of the Company, such shares of Common Stock owned by it
or over which it has voting control) in a manner that is consistent with the
recommendation of the Board of Directors of the Company.

         Section 8.03. Inspections, Consultation and Advice. Prior to the
earlier to occur of the Subsequent Closing Date or the Termination Date,
Purchaser shall permit the Company and the Shareholders and such persons as they
may designate, at their expense to visit and inspect the headquarters of
Purchaser located in Exton, Pennsylvania, and discuss the affairs, finances and
accounts of Purchaser with its officers, employees and public accountants (and
Purchaser hereby authorizes such accountants to discuss with the Company and the
Shareholders and such designees such affairs, finances and accounts).

         Section 8.04. Purchaser IPO. Purchaser shall keep the Company
reasonably informed concerning the timing of the Initial Filing Date and the
closing of the Purchaser IPO. Purchaser shall notify the Company pursuant to
Section 11.08 hereof of the date that Purchaser expects to be the Initial Filing
Date (such notice, the "IPO Notice") when Purchaser is reasonably able to
predict the Initial Filing Date.

         Section 8.05. Non-Solicitation. Purchaser agrees that it shall not,
during the period from the Initial Closing Date until the Subsequent Closing
Date, or if there has not been a Subsequent Closing, until the Termination Date,
employ, solicit or entice away or seek to employ, solicit or entice away from
the employment of the Company (otherwise than in response to a newspaper or
trade advertisement) any person who is at the Initial Closing an officer or
employee of the Company.

         Section 8.06. Employee Benefits. Purchaser will provide benefits to
employees of the Company as soon as reasonably practicable following the
Subsequent Closing that are reasonably comparable to the benefits currently
provided to similarly situated employees of Purchaser. From and after the
Subsequent Closing, Purchaser shall grant all employees of the Company credit
for all service (to the same extent as service with Purchaser is taken into
account with respect to similarly situated employees of Purchaser) with the
Company prior to the Subsequent Closing for (i) eligibility and vesting purposes
and (ii) for purposes of vacation accrual after the Subsequent Closing as if
such service with the Company was service with Purchaser. Purchaser and the
Company agree that where applicable with respect to any medical or dental
benefit plan of Purchaser, Purchaser shall, if permitted by its third party
insurance providers, waive any pre-existing condition exclusion and
actively-at-work requirements (provided, however, that no such waiver shall
apply to a pre-existing condition of any employee of the Company who was, as of
the Subsequent Closing, excluded from participation in a plan by virtue of such
pre-existing condition) and similar limitations, eligibility waiting periods and
evidence of insurability requirements under any of Purchaser's group health
plans to the extent permitted by such plans. Purchaser shall, if permitted by
its third party insurance providers, provide that any covered expenses incurred
on or before the Subsequent Closing by the Company's employees or such
employees' covered dependents shall be taken into account for purposes of
satisfying applicable deductible, coinsurance and maximum out-of-pocket
provisions after the Subsequent Closing to the same extent as such expenses are
taken into account for the benefit of similarly situated employees of Purchaser.
Any employment of a former Company employee shall not affect the "at will"
employment status of any such employee or limit any

                                     - 55 -

right of Purchaser or its applicable subsidiary to terminate any employee with
or without cause following the Subsequent Closing.

         Section 8.07. Merger Subsidiary. Subject to the waiver or satisfaction
of the conditions precedent to the Subsequent Closing set forth in Article V
hereof, Purchaser agrees to cause Merger Subsidiary to take any and all action
necessary to execute the Agreement of Merger and consummate the Merger.

         Section 8.08. Options. As of a Subsequent Closing in connection with
the exercise of the Call Right or the Put Right, Purchaser shall grant options
(collectively, the "Additional Purchaser Options") to purchase in the aggregate
a number of shares of Purchaser's common stock equal to the Option Number (as
defined below) multiplied by the Conversion Rate. Purchaser shall grant the
Additional Purchaser Options to such employees and managers of the Company as
are reasonably designated by the Chief Executive Officer of the Company. The
Additional Purchaser Options shall be subject to a Purchaser stock option plan
in effect generally for Purchaser's employees, shall be on terms generally
comparable to those of other Purchaser employee options for new grants, and
shall be exercisable at a price per share equal to (i) if the Subsequent Closing
Date is the date of the consummation of the Purchaser IPO, the initial public
offering price per share of common stock of Purchaser in the Purchaser IPO, or
(ii) if the Subsequent Closing Date is a date other than the date of the
consummation of the Purchaser IPO, the closing market price on the Subsequent
Closing Date of Purchaser's common stock on the market, exchange or quotation
system on which Purchaser common stock is then listed. "Option Number" means (x)
in the event that the Subsequent Closing Date is on or prior to March 31, 2003,
a number of shares equal to the number of shares underlying all options to
purchase securities of the Company granted after the Initial Closing Date which
are exercised prior to, or are outstanding immediately prior to, the Subsequent
Closing Date; provided, however, that in no event shall the Option Number
calculated under this clause (x) exceed 100,000, or (y) in the event that the
Subsequent Closing Date is after March 31, 2003 and on or prior to December 31,
2003, a number of shares equal to the number of shares underlying all options to
purchase securities of the Company granted after the Initial Closing Date which
are exercised prior to, or are outstanding immediately prior to, the Subsequent
Closing Date; provided, however, that in no event shall the Option Number
calculated under this clause (y) exceed 150,000.

                                   ARTICLE IX

                                MUTUAL COVENANTS

         Section 9.01. Antitrust Notification; Governmental Approvals. Upon the
written request of Purchaser or the Company, each of the Company and Purchaser
shall as promptly as practicable, but in no event later than ten business days
following the date of such written request, file with the United States Federal
Trade Commission (the "FTC") and the United States Department of Justice (the
"DOJ") the notification and report form, if any, required for the transactions
contemplated by the Call Right, the Put Right or the Additional Call Right, as
applicable, and any supplemental information requested in connection therewith
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations promulgated thereunder (the "HSR Act")
and will request early termination of the

                                     - 56 -

waiting period under the HSR Act. Any such notification and report form and
supplemental information shall be in substantial compliance with the
requirements of the HSR Act. Each of the Company and Purchaser shall as promptly
as practicable comply with any other laws which are applicable to the purchase
and sale of the Remaining Shares and pursuant to which any consent, approval,
order or authorization of, or registration, declaration or filing with, any
governmental entity or any other person in connection with such transaction is
necessary. Each of the Company and Purchaser shall furnish to the other such
necessary information and reasonable assistance as the other may request in
connection with its preparation of any filing, submission, registration or
declaration which is necessary under the HSR Act or any other law. The Company
and Purchaser shall keep each other apprised of the status of any communications
with, and any inquiries or requests for additional information from, the FTC and
the DOJ and any other governmental entities and shall comply promptly with any
such inquiry or request. Each of the Company and Purchaser shall use their
respective commercially reasonable efforts to obtain any clearance required
under the HSR Act or any other consent, approval, order or authorization of any
governmental entity necessary for the purchase and sale of the Remaining Shares.

         Section 9.02. Agreement of Merger. Subject to the conditions precedent
to the Subsequent Closing set forth in this Agreement, each of the Company and
Purchaser agrees to use its best efforts to take any and all action necessary to
execute the Agreement of Merger and consummate the Merger.

         Section 9.03. Taxes. The parties hereto acknowledge that the
acquisition of the Remaining Shares by Purchaser pursuant to the Agreement of
Merger shall be treated for federal income tax purposes as a taxable purchase of
the Remaining Shares by the Purchaser from the Shareholders and each of the
parties hereto agrees to report the transaction in a manner consistent with that
treatment for federal income tax purposes.

                                    ARTICLE X

                                 INDEMNIFICATION

         Section 10.01. Indemnification By the Company and the Shareholders.

                  (a) Extent of Indemnity. The Company, after the Initial
Closing and until the Termination Date, and the Shareholders severally but not
jointly (based upon each Shareholder's pro rata ownership of all issued and
outstanding shares of Company Common Stock (excluding for this purpose the
Purchaser Preferred Shares and all shares of Company Common Stock issuable upon
conversion of the Purchaser Preferred Shares) immediately prior to the Initial
Closing), after the Subsequent Closing, hereby agree to indemnify, defend and
hold harmless Purchaser and its officers, directors and affiliates (the
"Purchaser Indemnified Parties") from and against:

                           (i) any loss, liability, claim, obligation, damage,
deficiency, costs and expenses, fines or penalties (including without limitation
reasonable attorney fees and other defense costs, costs of investigation,
remediation or other response actions) of or to a Purchaser

                                     - 57 -

Indemnified Party arising out of or resulting from any misrepresentation or
breach of representation or warranty of the Company or any Shareholder contained
in this Agreement or in any agreement (including without limitation the
Registration Rights Agreement) or statement or certificate furnished or to be
furnished to Purchaser pursuant hereto or in connection with the transactions
contemplated hereby, excluding the Voting Agreements and the Option Agreements
(which Voting Agreements and Option Agreements include their own provisions with
respect to remedies available to Purchaser);

                           (ii) any loss, liability, claim, obligation, damage
or deficiency, costs and expenses, fines or penalties (including without
limitation reasonable attorney fees and other defense costs, costs of
investigation, remediation or other response actions) of or to a Purchaser
Indemnified Party arising out of or resulting from any breach or nonfulfillment
of any covenant or agreement of the Company or any Shareholder contained in this
Agreement or in any agreement (including without limitation the Registration
Rights Agreement) or statement or certificate furnished or to be furnished to
Purchaser pursuant hereto or in connection with the transactions contemplated
hereby, excluding the Voting Agreements and the Option Agreements (which Voting
Agreements and Option Agreements include their own provisions with respect to
remedies available to Purchaser); and

                           (iii) any actions, judgments, costs and expenses
(including reasonable attorney fees and all other expenses incurred in
investigating, preparing or defending any litigation or proceeding, commenced or
threatened) incident to any of the foregoing or the enforcement of this Section;

provided, however, that notwithstanding the foregoing, the first source of
recovery by any Purchaser Indemnified Party for Damages (as defined below) under
this Section 10.01(a), for which a Shareholder shall be held liable shall be the
amount deposited by such Shareholder pursuant to the Escrow Agreement in
accordance with Section 1.03(h), and the recovery by such Purchaser Indemnified
Party of such Damages from the amount deposited pursuant to the Escrow Agreement
shall not be limited by the several and not joint nature of the liability of the
Shareholders pursuant to Section 10.01(a) for any breach by the Company only (as
opposed to a breach by a Shareholder) of any representation or warranty.
Notwithstanding anything to the contrary herein, in the event of any breach of
Section 7.11 hereof, the liability of each Shareholder shall be several and not
joint. In no event shall the pro rata share of the liability of any Shareholder
for any Damages pursuant to this Section 10.01 be less than a percentage that is
equal to the percentage of the outstanding Company Common Stock owned by such
Shareholder on the Initial Closing Date.

For purposes of this Agreement, the aggregate amount of such losses,
liabilities, claims, obligations, damages, deficiencies, costs, expenses, fines
or penalties (including without limitation reasonable attorney fees and other
defense costs, costs of investigation, remediation or other response actions) of
a party seeking indemnification under this Article X shall be hereinafter
referred to as "Damage" or "Damages."

                                     - 58 -

         Section 10.02. Indemnification By Purchaser.

                  (a) Extent of Indemnity. Purchaser hereby agrees to indemnify,
defend and hold harmless the Company and its officers, directors and affiliates
after the Initial Closing and until the Termination Date, and the Shareholders,
after the Subsequent Closing (collectively the "Company Indemnified Parties")
from and against:

                           (i) any loss, liability, claim, obligation, damage,
deficiency, costs and expenses, fines or penalties (including without limitation
reasonable attorney fees and other defense costs, costs of investigation,
remediation or other response actions) of or to a Company Indemnified Party
arising out of or resulting from any misrepresentation or breach of
representation or warranty of Purchaser or Merger Subsidiary contained in this
Agreement or in any agreement (including without limitation the Registration
Rights Agreement) or statement or certificate furnished or to be furnished to
the Company or the Shareholders pursuant hereto or in connection with the
transactions contemplated hereby;

                           (ii) any loss, liability, claim, obligation, damage
or deficiency, costs and expenses, fines or penalties (including without
limitation reasonable attorney fees and other defense costs, costs of
investigation, remediation or other response actions) of or to a Company
Indemnified Party arising out of or resulting from any breach or nonfulfillment
of any covenant or agreement of Purchaser or Merger Subsidiary contained in this
Agreement or in any agreement (including without limitation the Registration
Rights Agreement) or statement or certificate furnished or to be furnished to
the Company or the Shareholders pursuant hereto or in connection with the
transactions contemplated hereby; and

                           (iii) any actions, judgments, costs and expenses
(including reasonable attorney fees and all other expenses incurred in
investigating, preparing or defending any litigation or proceeding, commenced or
threatened) incident to any of the foregoing or the enforcement of this Section.

         Section 10.03. Indemnification Procedures.

                  (a) For purposes of this Section 10.03, a party against which
indemnification be sought is referred to as an "Indemnifying Party" and a party
which may be entitled to indemnification is referred to as the "Indemnified
Party." An Indemnified Party shall give prompt notice to the Indemnifying Party
of the assertion of any claim, or the commencement of any action, suit or
proceeding by a third party which is not an affiliate of any party hereto in
respect of which indemnity may be sought hereunder (a "Third Party Claim"), and
will give the Indemnifying Party such information with respect thereto as the
Indemnifying Party may reasonably request, but failure to give such notice shall
not relieve the Indemnifying Party of any liability hereunder except to the
extent that the Indemnifying Party is actually prejudiced thereby.

                  (b) The Indemnifying Party shall have the right, exercisable
by written notice to an Indemnified Party within 30 days of receipt of notice
from an Indemnified Party of the commencement or assertion of any Third Party
Claim in respect of which indemnity may be sought hereunder, to assume and
conduct the defense of such Third Party Claim with counsel selected by the
Indemnifying Party and reasonably acceptable to the Indemnified Party; provided

                                     - 59 -

that (i) the defense of such Third Party Claim by the Indemnifying Party will
not, in the reasonable judgment of the Indemnified Party, have a material
adverse effect on the Indemnified Party; and (ii) the Indemnifying Party has
sufficient financial resources, in the judgment of the Indemnified Party, to
satisfy the amount of any adverse monetary judgment that is reasonably likely to
result; and (iii) the Third Party Claim solely seeks (and continues to seek)
monetary damages; and (iv) the Indemnifying Party expressly agrees in writing
that as between the Indemnifying Party and the Indemnified Party, the
Indemnifying Party shall be solely obligated to satisfy and discharge the Third
Party Claim (the conditions set forth in clauses (i) through (iv) are
collectively referred to as the "Litigation Conditions"). If the Indemnifying
Party does not assume the defense of such Third Party Claim in accordance with
this Section 10.03, the Indemnified Party may continue to defend the Third Party
Claim. If the Indemnifying Party has assumed the defense of a Third Party Claim
as provided in this Section 10.03, the Indemnifying Party will not be liable for
any legal expenses subsequently incurred by the Indemnified Party in connection
with the defense thereof; provided, however, that if (i) the Litigation
Conditions cease to be met, or (ii) the Indemnifying Party fails to take
reasonable steps necessary to defend diligently such Third Party Claim, the
Indemnified Party may assume its own defense, and the Indemnifying Party will be
liable for all reasonable costs or expenses paid or incurred in connection
therewith.

                  (c) The Indemnifying Party or the Indemnified Party, as the
case may be, shall have the right to participate in (but not control), at its
own expense, the defense of any Third Party Claim which the other is defending
as provided in this Agreement.

                  (d) The Indemnifying Party, if it shall have assumed the
defense of any Third Party Claim as provided in this Agreement, shall not,
without the prior written consent of the Indemnified Party, consent to a
settlement of, or the entry of any judgment arising from, any such Third Party
Claim (i) which does not include as an unconditional term thereof the giving by
the claimant or the plaintiff to the Indemnified Party a complete release from
all liability in respect of such Third Party Claim, or (ii) which grants any
injunctive or equitable relief, or (iii) which may reasonably be expected to
have a material adverse effect on the affected business of the Indemnified
Party. The Indemnified Party shall have the right to settle any Third Party
Claim, the defense of which has not been assumed by the Indemnifying Party, with
the written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld or delayed.

                  (e) The rights to indemnification of an Indemnified Party for
breach of representation or warranty shall terminate when the applicable
representation or warranty terminates pursuant to Section 11.02 hereof;
provided, however, that such obligations to defend and hold harmless under
Sections 10.01 and 10.02 shall not terminate with respect to any item as to
which an Indemnified Party shall have, prior to the expiration of the survival
period referred to above, previously made a claim by delivering a notice stating
in reasonable detail the basis of such claim to the Indemnifying Party.

                  (f) Amounts payable in respect of indemnification obligations
of the parties arising out of the purchase and sale of the Purchaser Preferred
Shares shall be treated as an adjustment to the Initial Closing Payment. Amounts
payable in respect of indemnification obligations of the parties arising out of
the purchase and sale of the Remaining Shares shall be treated as an adjustment
to the aggregate purchase price referred to in Section 1.03(d) or (e), as

                                     - 60 -

applicable. Whether or not the Indemnifying Party chooses to defend or prosecute
any Third Party Claim, all the parties hereto shall cooperate in the defense or
prosecution thereof and shall furnish such records, information and testimony,
and attend such conferences, discovery proceedings, hearings, trials and
appeals, as may be reasonably requested in connection therewith.

         Section 10.04. Limitations on Liability.

                  (a) Subject to the terms of this Agreement, the Company, after
the Initial Closing and until the Termination Date, shall not be liable to
Purchaser under Section 10.01(a)(i) hereof unless the cumulative total of
Damages under Section 10.01(a)(i) hereof exceeds $250,000 (the "Company Initial
Closing Basket") whereupon Purchaser shall be entitled to indemnification under
Section 10.01 for all such Damages. The maximum liability of the Company to
Purchaser for Damages under Section 10.01(a)(i) of this Agreement shall not
exceed $7,500,000.

                  (b) Subject to the terms of this Agreement and after the
occurrence of the Subsequent Closing Date, the Shareholders shall not be liable
to the Purchaser under Section 10.01(a)(i) hereof unless the cumulative total of
Damages under Section 10.01(a)(i) hereof exceeds $250,000 (including any Damages
that have been cumulated in connection with the Company Initial Closing Basket)
whereupon Purchaser shall be entitled to indemnification under Section 10.01 for
all such Damages. The maximum liability of the Shareholders in the aggregate to
Purchaser for Damages under Section 10.01(a)(i) of this Agreement shall not
exceed $15,000,000.

                  (c) Subject to the terms of this Agreement, Purchaser, after
the Initial Closing and until the Termination Date, shall not be liable to the
Company under Section 10.02(a)(i) hereof unless the cumulative total of Damages
under Section 10.02(a)(i) hereof exceeds $250,000 (the "Purchaser Initial
Closing Basket") whereupon the Company shall be entitled to indemnification
under Section 10.02 for all such Damages. The maximum liability of Purchaser to
the Company for Damages under Section 10.02(a)(i) of this Agreement shall not
exceed $7,500,000.

                  (d) Subject to the terms of this Agreement and after the
occurrence of the Subsequent Closing Date, Purchaser shall not be liable to the
Shareholders under Section 10.02(a)(i) hereof unless the cumulative total of
Damages under Section 10.02(a)(i) hereof exceeds $250,000 (including any Damages
that have been cumulated in connection with the Purchaser Initial Closing
Basket) whereupon the Shareholders shall be entitled to indemnification under
Section 10.02 for all such Damages. The maximum liability of Purchaser to the
Shareholders for Damages under Section 10.02(a)(i) of this Agreement shall not
exceed $15,000,000.

                  (e) Notwithstanding anything in this Agreement (other than the
sentence that immediately follows this sentence) to the contrary, in no event
shall the liability of any Shareholder for Damages under Section 10.01(a)(i)
hereof exceed an amount equal to the sum of (i) any amount paid to such
Shareholder in the Company Repurchase, (ii) the purchase price paid to such
Shareholder at the Subsequent Closing for Remaining Shares held by such
Shareholder,

                                     - 61 -

(iii) any amount paid to such Shareholder pursuant to the Additional Call Right
Look Back, (iv) the purchase price at the Subsequent Closing for Remaining
Shares held by any holder other than such Shareholder that were owned by such
Shareholder on the Initial Closing Date and (v) any amount paid pursuant to the
Additional Call Right Look Back to any holder of Remaining Shares other than
such Shareholder that were owned by such Shareholder on the Initial Closing
Date. Notwithstanding the foregoing sentence, in no event shall this Section
10.04(e) limit a Purchaser Indemnified Party's ability to recover for Damages
under the Escrow Agreement.

         Section 10.05. Claims Related to Voting Agreements and Option
Agreements. Notwithstanding any provision in this Agreement to the contrary, if
the Company has fulfilled all of its agreements, covenants and obligations
hereunder (including, without limitation, the Company has exercised reasonable
efforts to achieve the adoption and approval by the requisite vote of the
Company's shareholders of the Agreement of Merger and the Merger), the Company
shall not be held liable to Purchaser for a breach by any Shareholder of such
Shareholder's obligations under the Voting Agreement (including the proxy set
forth therein) or Option Agreement entered into by such Shareholder.

         Section 10.06. Claims Against the Company. Notwithstanding any
provision in this Agreement to the contrary, the Shareholders agree that they
shall not be entitled to any indemnification from, or to make or receive any
amount for any claim against, the Company in respect of any Damage or Damages
arising out of or resulting from this Agreement or the transactions contemplated
by this Agreement.

         Section 10.07. Insurance. The amount due as indemnification with
respect to any claim under this Article X shall take into account and shall be
reduced by the amount of any insurance or indemnification proceeds actually paid
by any third party in respect of the subject matter of such claim (after
deducting all attorneys' fees, expenses and other costs of recovery); provided
that the amounts of any increase in insurance premium or retroactive premiums or
premium adjustments resulting from the making of a claim or claims against
insurers shall, for this purpose, be deemed to be deducted from the amount so
paid by such insurers.

                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.01. Expenses. Except as otherwise expressly provided herein,
each of the parties hereto shall bear the expenses incurred by that party
incident to this Agreement and the transactions contemplated hereby, including,
without limitation, all fees and disbursements of counsel and accountants
retained by such party, whether or not the transactions shall be consummated;
provided, however, that if the transactions contemplated by the Subsequent
Closing are completed, the Company agrees to assume the reasonable fees and
expenses of a single law firm retained by the Company and the Shareholders in
connection with the transactions contemplated by the Subsequent Closing up to an
aggregate amount of $50,000.

         Section 11.02. Survival of Representations and Warranties. The
representations and warranties in this Agreement and in any certificate
delivered pursuant hereto shall survive the

                                     - 62 -

Initial Closing and if there is no Subsequent Closing shall terminate on the
Termination Date. In the event there is a Subsequent Closing, the
representations and warranties in this Agreement and in any certificate
delivered pursuant hereto in connection with the Subsequent Closing shall
survive the Subsequent Closing and shall terminate on the date that is eighteen
months after the Subsequent Closing Date.

         Section 11.03. Right of Co-Sale. (a) In the event that the Call Right,
the Put Right and the Additional Call Right expire unexercised, and the Company
has not exercised its option pursuant to Section 1.03(f)(i) to repurchase the
Purchaser Preferred Shares, the holders of the Purchaser Preferred Shares shall
have a right of co-sale to participate in any sale or series of related sales of
capital stock of the Company in which a Shareholder participates that results in
the sale of fifty percent (50%) or more of the voting power of the Company by
the Company or any shareholders of the Company on the terms set forth in this
Section. For purposes of this Section, the Company and/or any shareholders of
the Company who so sell, are defined as the "Selling Shareholders," and the
holders of the Purchaser Preferred Shares are defined as the "Non-Selling
Shareholders."

                  (b) Notice of Proposed Transfer. A Shareholder that desires to
participate in a sale or series of related sales set forth in Section 11.03(a)
shall deliver to the Non-Selling Shareholders a written notice (the "Selling
Shareholder Notice") stating: (i) the Selling Shareholder's bona fide intention
to sell or otherwise transfer capital stock of the Company (the "Offered
Shares"), (ii) the name of each proposed purchaser or other transferee (the
"Proposed Transferee"), (iii) the number of Offered Shares to be transferred to
each Proposed Transferee, and (iv) the cash or other bona fide consideration for
which the Selling Shareholder proposes to transfer the Offered Shares (the
"Offered Price").

                  (c) Exercise of Rights of Co-Sale. At any time within ten (10)
business days after receipt of the Selling Shareholder Notice, each of the
Non-Selling Shareholders shall notify the Selling Shareholder in writing if such
Non-Selling Shareholders elect to participate in the proposed transfer of
Offered Shares. Each participating Non-Selling Shareholder shall then have the
right to sell to the Proposed Transferee at the same price and on the same terms
as the Selling Shareholder, an amount of shares equal to the number of Offered
Shares multiplied by a fraction, the numerator of which shall be the number of
shares of common stock of the Company (assuming conversion of any securities
convertible into common stock of the Company) held by such participating
Non-Selling Shareholder and the denominator of which shall be the sum of the
number of shares of common stock of the Company (assuming conversion of any
securities convertible into common stock of the Company) proposed to be
transferred by all the participating Selling Shareholders.

                  (d) Closing. The participating Non-Selling Shareholders shall
enter into an agreement with the Proposed Transferee on terms and conditions
identical, to the extent feasible, to the agreement entered into by the Selling
Shareholders. To the extent that any Proposed Transferee refuses to enter into
an agreement with any participating Non-Selling Shareholder, no Shareholder
shall sell or transfer to such Proposed Transferee any shares of capital stock
of the Company unless and until a Shareholder or Proposed Transferee purchases
from such participating Non-Selling Shareholder the number of Purchaser
Preferred Shares required to be

                                     - 63 -

purchased under paragraph (c) of this Section on the same terms and conditions
as specified in the Selling Shareholder Notice.

         Section 11.04. Waiver of Claims. In the event of a Subsequent Closing,
in consideration of benefits offered to each Shareholder pursuant to this
Agreement, each Shareholder, on behalf of such Shareholder and also on behalf of
any other person or persons claiming or deriving a right from him, her or it,
hereby unconditionally and irrevocably releases and discharges the Company, and
its corporate affiliates, successors and predecessors, and all of their current
or former employees, agents, officers, and directors of and from any and all
claims, causes of actions, suits, charges, debts, dues, sums of money,
attorneys' fees and costs, accounts, bills, covenants, contracts, agreements,
expenses, wages, compensation, benefits, promises, damages, judgments, rights,
demands, or otherwise, known or unknown to such Shareholder on the Subsequent
Closing Date, in law or equity, accrued or unaccrued, contingent or
non-contingent, whenever arising from the beginning of time up until the
Subsequent Closing Date, in equity or in law, that such Shareholder or anyone
claiming by, through, or under him, her or it, in any way might have, or could
have, against the Company.

         Section 11.05. Restrictions on Transfer; Right of First Refusal. (a)
Prior to the Termination Date, neither the Purchaser Preferred Shares, the Call
Right nor the Additional Call Right shall be assignable or transferable by
Purchaser without the prior written consent of the Company. Subject to Section
11.05(b), the restrictions on assignability and transfer set forth in this
Section shall terminate after the Termination Date.

                  (b) After the Termination Date, before Purchaser may effect
any sale, assignment, transfer or conveyance of Purchaser Preferred Shares
(other than to a wholly-owned subsidiary of Purchaser) (such shares, the
"Purchaser Offered Shares"), Purchaser must give to the Company a written notice
(the "Purchaser's Notice") stating (a) Purchaser's bona fide intention to sell,
assign, transfer or convey such Purchaser Offered Shares and the name and
address of the proposed transferee; (b) the number of shares of such Purchaser
Offered Shares; and (c) the bona fide cash price or, in reasonable detail, other
consideration, per share for which Purchaser proposes to sell, assign, transfer
or convey such Purchaser Offered Shares (the "Purchaser Offered Price").

                  (c) After the Termination Date, the Company shall have the
right of first refusal (the "Right of First Refusal") to purchase all of the
Purchaser Offered Shares that Purchaser proposes to sell, assign, transfer or
convey, if the Company gives written notice of the exercise of such right to
purchase within ten (10) business days after the date of its receipt of the
Purchaser's Notice (the "Company's Refusal Period").

                  (d) The purchase price for the Purchaser Offered Shares to be
purchased by the Company exercising the Right of First Refusal under this
Agreement will be the Purchaser Offered Price multiplied by the number of
Purchaser Offered Shares, and will be payable as set forth in Section 11.05(e)
hereof. If the Purchaser Offered Price includes consideration other than cash,
the cash equivalent value of the non-cash consideration will be determined by
the Board of Directors of the Company in good faith, which determination will be
binding upon the Company and Purchaser, absent fraud or manifest error.

                                     - 64 -

                  (e) Payment of the purchase price for the Purchaser Offered
Shares purchased by the Company exercising its Right of First Refusal will be
made within ten (10) days after the end of the Company's Refusal Period. Payment
of the purchase price for the Purchaser Offered Shares will be made in cash or
other consideration offered by the proposed purchaser.

         Section 11.06. Brokerage. Each party hereto will indemnify and hold
harmless the others against and in respect of any claim for brokerage or other
commissions relative to this Agreement or to the transactions contemplated
hereby, based in any way on agreements, arrangements or understandings made or
claimed to have been made by such party with any third party. As provided in
Sections 1.02(b)(ii)(A) and 1.03(h)(ii) hereof, the fees or expenses of SEG
incurred by the Company and the shareholders of the Company collectively in
connection with the Initial Closing shall be paid out of the Initial Closing
Amount and, in connection with the Subsequent Closing, if any, shall be paid out
of the cash portion of the Remaining Shares Purchase Amount or the Additional
Call Right Purchase Amount, as applicable.

         Section 11.07. Parties in Interest. All representations, covenants and
agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors and
assigns of the parties hereto whether so expressed or not. Without limiting the
generality of the foregoing, all representations, covenants and agreements
benefiting Purchaser shall inure to the benefit of any and all subsequent
holders from time to time of Purchaser Preferred Shares or Conversion Shares.

         Section 11.08. Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be delivered in person,
by overnight courier, by certified or registered mail, postage prepaid, or by
telecopier or telex (and shall be deemed given when, delivered if delivered by
hand, one business day after deposited with an overnight courier service, three
days after mailing if mailed, and when transmission copy is received if
telecopied), addressed as follows:

                  (a) if to the Company, at 1600 Riviera Avenue, Walnut Creek,
CA 94596, Attention: President, with a copy to Courtney M. Lynch, Esq.,
Pillsbury Winthrop, LLP, 50 Fremont Street, San Francisco, CA 94105;

                  (b) if to Purchaser, at 685 Stockton Drive, Exton, PA 19341,
Attention: General Counsel, with a copy to Carmen J. Romano, Esq., Dechert, 4000
Bell Atlantic Tower, 1717 Arch Street, Philadelphia, PA 19103; and

                  (c) if to any Shareholder, at the address of such Shareholder
set forth in Schedule I hereto;

or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others.

         Section 11.09. Termination. Notwithstanding anything contained herein
to the contrary, the Purchase Option may be terminated and the transactions
contemplated by the Purchase Option may be abandoned by either of Purchaser or
the Company in the event the Subsequent Closing does not occur within ninety
(90) days after the closing of the Purchaser IPO; provided, however, that in the
event there is any proceeding by an administrative agency, commission or

                                     - 65 -

other governmental entity seeking or imposing a temporary restraining order,
preliminary or permanent injunction or other legal restraint or prohibition
preventing the Subsequent Closing, such ninety (90) day period shall be extended
to the date that is one hundred eighty (180) days after the closing of the
Purchaser IPO. Notwithstanding anything contained herein to the contrary, the
Purchase Option may be terminated and the transactions contemplated by the
Purchase Option may be abandoned by either of Purchaser or the Company in the
event the Subsequent Closing does not occur within ninety (90) days after date
of the Additional Call Right Notice; provided, however, that in the event there
is any proceeding by an administrative agency, commission or other governmental
entity seeking or imposing a temporary restraining order, preliminary or
permanent injunction or other legal restraint or prohibition preventing the
Subsequent Closing, such ninety (90) day period shall be extended to the date
that is one hundred eighty (180) days after the date of the Additional Call
Right Notice.

         Section 11.10. Governing Law; Consent to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware. Each party hereto, for itself and its successors and assigns,
irrevocably agrees that any suit, action or proceeding arising out of or
relating to this Agreement may be instituted in either (a) the United States
District Court for the Eastern District of Pennsylvania, United States of
America or in the absence of jurisdiction, the Court of Common Pleas located in
Philadelphia, Pennsylvania, or (b) the United States District Court for the
Northern District of California, or in the absence of jurisdiction, in any court
of general jurisdiction in the County of San Francisco, and generally and
unconditionally accepts and irrevocably submits to the non-exclusive
jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any
final judgment rendered thereby from which no appeal has been taken or is
available in connection with this Agreement. Each party, for itself and its
successors and assigns, irrevocably waives any objection it may have now or
hereafter to the laying of the venue of any such suit, action or proceeding,
including, without limitation, any objection based on the grounds of forum non
conveniens, in the aforesaid courts. Each of the parties, for itself and its
successors and assigns, irrevocably agrees that all process in any such
proceedings in any such court may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail),
postage prepaid, to it at its address set forth in Section 11.08 hereof or at
such other address of which the other parties shall have been notified in
accordance with the provisions of Section 11.08 hereof, such service being
hereby acknowledged by the parties to be effective and binding service in every
respect. Nothing herein shall affect the right to serve process in any other
manner permitted by law.

         Section 11.11. Entire Agreement. This Agreement, including the
Schedules and Exhibits hereto, constitutes the sole and entire agreement of the
parties with respect to the subject matter hereof. All Schedules and Exhibits
hereto are hereby incorporated herein by reference.

         Section 11.12. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         Section 11.13. Amendments; Waiver. This Agreement may not be amended or
modified, without the written consent of the Company, Purchaser and Shareholders
holding at least a majority of the aggregate capital stock of the Company held
by the Shareholders on the date hereof, except that any of the terms or
provisions of this Agreement may be waived in writing at

                                     - 66 -

any time by the party that is entitled to the benefit of such waived terms or
provisions and that no amendment that materially increases a Shareholder's
obligation hereunder shall be binding with respect to such Shareholder if such
Shareholder does not consent to such amendment. No single waiver of any of the
provisions of this Agreement shall be deemed to or shall constitute, absent an
express statement otherwise, a continuous waiver of such provision or a waiver
of any other provision hereof (whether or not similar). No delay on the part of
any party in exercising any right, power or privilege hereunder shall operate as
a waiver thereof.

         Section 11.14. Severability. If any provision of this Agreement shall
be declared void or unenforceable by any judicial or administrative authority,
the validity of any other provision and of the entire Agreement shall not be
affected thereby.

         Section 11.15. Titles and Subtitles. The titles and subtitles used in
this Agreement are for convenience only and are not to be considered in
construing or interpreting any term or provision of this Agreement.

         Section 11.16. Certain Defined Terms.

                  (a) As used in this Agreement, the following term shall have
the following meaning (such meaning to be equally applicable to both the
singular and plural forms of the term defined):

         "Assets and Properties" of any person means all assets and properties
         of every kind, nature, character and description (whether real,
         personal or mixed, whether tangible or intangible, whether absolute,
         accrued, contingent, fixed or otherwise and wherever situated),
         including the goodwill related thereto, that are operated, owned or
         leased by such person, including without limitation cash, cash
         equivalents, accounts and notes receivable, chattel paper, documents,
         instruments, general intangibles, real estate, equipment, inventory,
         good and Intellectual Property.

         "Business or Condition" means, with respect to any person, the
         business, operations, condition (financial or otherwise), results of
         operations, Assets and Properties and prospects of such person.

         "Fully Diluted Shares" means all issued and outstanding shares of
         Company Common Stock and all shares of Company Common Stock issuable
         upon exercise, conversion or exchange of all outstanding options,
         warrants, rights, convertible or exchangeable securities (including the
         Series A Preferred Stock, and any other Preferred Stock) and similar
         rights to subscribe for or to purchase such shares.

         "Intellectual Property" means and includes all rights, title and
         interests in the following items: (a) domestic and foreign patents
         (including, without limitation, certificates of invention, utility
         models and other patent equivalents), and all provisional applications,
         patent applications, and patents issuing therefrom, as

                                     - 67 -

         well as any division, continuation, continuation in part, reissue,
         extension, re-examination certification, revival or renewal of any
         patent, all inventions and subject matter relating to such patents, in
         any and all forms, and all patents and applications for patents
         relating to such patents, (b) domestic and foreign trademarks, trade
         dress, service marks, trade names, domain names, icons, logos, and
         slogans and any other indicia of source or sponsorship of goods and
         services, designs and logotypes related thereto, and all trademark
         registrations and applications for registration related to such
         trademarks (including, but not limited to intent to use applications),
         (c) copyrightable works and copyright interests in any of the Company's
         or Purchaser's, as the case may be, assets, including, without
         limitation, all common-law rights, all registered copyrights and all
         rights to register and obtain renewals and extensions of copyright
         registration, together with all copyright interests accruing by reason
         of international copyright conventions, (d) Inventions, (e) Software
         and other works of authorship, (f) trade secrets, (g) know-how, (h) all
         rights necessary to prevent claims of invasion of privacy, rights of
         publicity, defamation, or any other causes of action arising out of the
         use, adaptation, modification, reproduction, distribution, sales or
         display of the Software, (i) all income, royalties, damages and
         payments accrued after the Initial Closing with respect to the Software
         and all other rights thereunder, (j) all processes, designs, formulas,
         semiconductor mask works, industrial models, engineering and technical
         drawings, prototypes, improvements, discoveries, technology, data and
         other intellectual or intangible property and/or proprietary rights or
         interests of the Company or Purchaser, as the case may be, (and all
         goodwill associated therewith), (k) all rights to use all of the
         foregoing forever or for the applicable term of each right, and (1) all
         rights to sue for past, present or future infringement,
         misappropriation or other violations or impairments of any of the
         foregoing enumerated in subclauses (a) through (k) above, and to
         collect and retain all damages and profits therefor.

         "Inventions" means all novel devices, processes, compositions of
         matter, methods, techniques, observations, discoveries, apparatuses,
         designs, expressions, theories and ideas (including improvements and
         modifications thereof through the date hereof) relating to the assets
         of the Company or Purchaser, as the case may be, whether or not
         patentable.

         "Material" means (except when used with respect to Purchaser) material
         to the business or financial condition of the Company.

         "Material Adverse Effect" means any change, effect, event, matter,
         condition, occurrence, development or circumstance that (a) has or
         would reasonably be expected to have a material adverse effect on the
         Business or Condition of Purchaser or the Company, as the case may be,
         such that Purchaser's or the Company's fair market value, as the case
         may be, is materially reduced as a consequence thereof; provided,
         however, the term "Material Adverse Effect" shall not include those
         adverse effects occurring primarily as a result of general national
         economic or financial conditions and other developments that are not

                                     - 68 -

         unique to Purchaser or the Company, as the case may be, but also affect
         to a similar degree other persons who participate or are engaged in the
         line of business in which Purchaser or the Company, as the case may be,
         participates or is engaged; (b) renders Purchaser or the Company, as
         the case may be, unable to perform its respective material obligations
         under this Agreement, the Agreement of Merger or any other agreement,
         instrument or document provided to Purchaser or the Company, as the
         case may be, hereunder in furtherance of this transaction or (c) has a
         material adverse effect on the legality, validity, binding effect or
         enforceability of this Agreement, the Agreement of Merger or any other
         agreement, instrument or document provided to Purchaser or the Company,
         as the case may be, hereunder in furtherance of this transaction.

         "Operating Income" of a party means, on a consolidated basis, gross
         revenues less cost of revenues and less operating expenses from
         continuing operations for such party and less minority interests.
         Operating expenses from continuing operations includes research,
         product development, sales and marketing, general and administrative
         expenses as determined in accordance with generally accepted accounting
         principles. Operating expenses from continuing operations excludes
         taxes, interest income and expense, realized and unrealized foreign
         exchange gains and losses, and extraordinary items, including, but not
         limited to, gains and losses associated with asset sales not in the
         ordinary course of business, legal settlements, changes in accounting
         policy and transaction costs associated with effecting acquisitions,
         joint ventures, share repurchases and other corporate transactions,
         including the transactions contemplated herein. For purposes of the
         calculation of the Company's Operating Income, Operating Income will
         not include any operating income attributable to the portion of the
         Joint Ventures or Subsidiaries not owned by the Company.

         "Operating Income Margin" of a party means Operating Income for such
         party over a particular time period divided by Revenues for such party
         over the same time period.

         "Person" shall mean an individual, corporation, trust, partnership,
         joint venture, unincorporated organization, government agency or any
         agency or political subdivision thereof, or other entity.

         "Revenues" of a party means, on a consolidated basis, the gross
         revenues of such party, excluding pro forma consolidated revenues of
         the other party to this Agreement, for a period of time, as reported in
         the prospectus for the Purchaser IPO or, if there is not a prospectus
         for the Purchaser IPO at that time or if the gross revenues of such
         party are not reported in such prospectus, as reported in the financial
         statements of such party prepared in accordance with generally accepted
         accounting principles minus (i) third party costs attributed to any
         services and training revenues where such party does not retain greater
         than a 30% gross margin on the outsourced work, (ii) third party
         royalties and similar

                                     - 69 -

         product costs attributed to product license and product lease revenues
         where such royalties or product costs are greater than 25% of the net
         price, (iii) payments or amounts owed by the Company to Purchaser
         pursuant to the Bundling Agreement to be entered into by the Company
         and Purchaser, (iv) revenues associated with products sold to resellers
         for resale during such period that have not been resold during such
         period, and (v) all commissions paid or owed by such party to third
         parties, or to affiliated companies not at least 51% owned by such
         party, for product licenses and product leases which have been included
         in gross revenues, and eighty percent (80%) of all commissions paid or
         owed by such party to third parties, or to affiliated companies not at
         least 51% owned by such party, for maintenance. The calculation of a
         party's Revenues for any period of time will treat any acquisitions
         made by such party occurring after the beginning of such period on a
         pro forma basis as if such acquisitions had occurred at the beginning
         of such period. For purposes of the calculation of the Company's
         Revenues, (a) gross revenues with respect to new product leases entered
         into during a period of time (which are incremental to leases in place
         at the beginning of such period, and taking into account only the
         product license, and not the maintenance, portion of each such product
         lease) will be annualized and multiplied times a factor equal to 1.5;
         provided, however, that in no event shall the provisions of this
         sentence duplicate any portion of the gross revenues of the Company
         already accrued in such period. In addition, for purposes of the
         calculation of the Company's Revenues, gross revenues will not include
         any revenues attributable to the portion of the Joint Ventures or
         Subsidiaries not owned by the Company.

         "Software" means the expression of an organized set of instructions in
         a natural or coded language, including without limitation, compilations
         and sequences, which is contained on a physical media of any nature
         (e.g., written, electronic, magnetic, optical or otherwise) and which
         may be used with a computer or other automated data processing
         equipment device of any nature which is based on digital technology, to
         make such computer or other device operate in a particular manner and
         for a certain purpose, as well as any related documentation for such
         set of instructions. The term shall include, without limitation,
         computer programs in source and object code, test or other significant
         data libraries, documentation for computer programs, modifications,
         enhancements, revisions or versions of or to any of the foregoing and
         prior releases of any of the foregoing applicable to any operating
         environment, and any of the following which is contained on a physical
         media of any nature and which is used in the design, development,
         modification, enhancement, testing, installation, use, maintenance,
         diagnosis or assurance of the performance of a computer program:
         narrative descriptions, notes, specifications, designs, flowcharts,
         parameter descriptions, logic flow diagrams, masks, input and output
         formats, file layouts, database formats, test programs, test or other
         data, user guides, manuals, installation and operating instructions,
         diagnostic and maintenance instructions, source code, object code and
         other similar materials and information.

                                     - 70 -

         "Tangible Net Worth" of a party means, on a consolidated basis, the
         assets of the party minus the liabilities of the party as such assets
         and liabilities are reported in the prospectus for the Purchaser IPO
         or, if there is not a prospectus for the Purchaser IPO at that time or
         if the assets and liabilities of such party as of the date for which
         Tangible Net Worth is to be calculated are not reported in such
         prospectus, as reported in the financial statements of such party
         prepared in accordance with generally accepted accounting principles.
         The assets of a party include all assets reflected in the prospectus
         for the Purchaser IPO or the financial statements of such party, as
         applicable in accordance with the preceding sentence, including without
         limitation, cash and cash equivalents, accounts receivable, income tax
         receivable, deferred income tax, prepaid and other current assets,
         property, plant and equipment, net, and investments in affiliated
         companies, but excluding intangible assets. The liabilities of a party
         include all liabilities reflected in the prospectus for the Purchaser
         IPO or the financial statements of such party, as applicable in
         accordance with the first sentence of this paragraph, including without
         limitation, current liabilities, long-term debt, deferred income tax
         and deferred compensation, but excluding deferred revenues. For
         purposes of the calculation of the Company's Tangible Net Worth,
         Tangible Net Worth will not include any tangible net worth attributable
         to the portion of the Joint Ventures or Subsidiaries not owned by the
         Company.

                  (b) Attached as Schedule 11.16(b) hereto are calculations of
the Company's and Purchaser's Operating Income, Revenues and Tangible Net Worth
for the periods set forth in such calculations. Schedule 11.16(b) shows the
method of computation based on the applicable definitions set forth in Section
11.16, but is not intended to confirm any agreement on the actual numbers in the
computations, which have been provided by each party without verification by the
other party.

         Section 11.17. Public Announcement. The parties to this Agreement agree
to publicly announce the transactions contemplated hereby by means of a press
release in the form attached hereto as Exhibit L.

         Section 11.18. Time is of the Essence. Time is of the essence in the
performance of this Agreement.

                     [Signature pages follow immediately.]

                                     - 71 -

         IN WITNESS WHEREOF, Purchaser, the Company and the Shareholders have
executed this Agreement as of the day and year first above written.

                                        BENTLEY SYSTEMS, INCORPORATED

                                        By:      /s/ David Nation
                                        ________________________________________
                                             Name:  David Nation
                                             Title:  Senior Vice President

                                        REBIS

                                        By:     /s/ Jeffrey P. Hollings
                                        ________________________________________
                                             Name:  Jeffrey P. Hollings
                                             Title:  President & CEO

                                        SHAREHOLDERS:

                                                 /s/ Jeffrey P. Hollings
                                        ________________________________________
                                        Jeffrey P. Hollings, Individually and
                                        as Trustee of the Hollings Trust
                                        Dated October 9, 1995

                                                 /s/ Holly V. Hollings
                                        ________________________________________
                                        Holly V. Hollings, Individually and
                                        as Trustee of the Hollings Trust
                                        Dated October 9, 1995

                                                 /s/  Dennis G. Row
                                        ________________________________________
                                        Dennis G. Row, Individually and
                                        as Trustee of the Row Family Trust under
                                        declaration of the trust
                                        dated November 30, 1999

                                     - 72 -

                                                   /s/ Joan Row
                                        ________________________________________
                                        Joan Row, Individually and as Trustee of
                                        the Row Family Trust under declaration
                                        of the trust dated November 30, 1999

                                                 /s/ Graham H. Powell
                                        ________________________________________
                                        Graham H. Powell, Individually and as
                                        Trustee of the 1998 Powell Family Trust
                                        U.D.T. dated August 24, 1998 as separate
                                        property of Graham H. Powell

                                                 /s/ Renzo Spanhoff
                                        ________________________________________
                                                     Renzo Spanhoff

                                                 /s/ William C. DiGiovanni
                                        ________________________________________
                                                  William C. DiGiovanni

                                     - 73 -

SPOUSAL CONSENT

         I acknowledge that I have read the foregoing Purchase and Option
Agreement ("Agreement") and that I know its contents. I am aware that, by its
provisions, my spouse agrees to restrict the shares of capital stock of Rebis, a
California corporation (the "Company"), held by him, including my community
interest in them (the "Shares"), for a period of time. Furthermore, I
acknowledge that I have had the opportunity to ask such questions of
representatives of the Company, and to receive such answers and financial and
other information concerning the Company and the Agreement, as I have requested
or deem necessary for me to understand and evaluate the Agreement. I hereby
consent to the restrictions on the Shares, approve of the provisions of the
Agreement, and agree that I will not bequeath the Shares or any of them, or any
interest in them by my will if I predecease my spouse. I direct that a residuary
clause in my will shall not be deemed to apply to my community interest in the
Shares.

         Dated: January 17, 2002.

                                            By:      /s/ Lynette L. Powell
                                        ___________________________________

                                            Name:  Lynette L. Powell
                                        ___________________________________
                                                     140 Birchbank Place
                                                     Danville, CA  94506

                                     - 74 -

SPOUSAL CONSENT

         I acknowledge that I have read the foregoing Purchase and Option
Agreement ("Agreement") and that I know its contents. I am aware that, by its
provisions, my spouse agrees to restrict the shares of capital stock of Rebis, a
California corporation (the "Company"), held by him, including my community
interest in them (the "Shares"), for a period of time. Furthermore, I
acknowledge that I have had the opportunity to ask such questions of
representatives of the Company, and to receive such answers and financial and
other information concerning the Company and the Agreement, as I have requested
or deem necessary for me to understand and evaluate the Agreement. I hereby
consent to the restrictions on the Shares, approve of the provisions of the
Agreement, and agree that I will not bequeath the Shares or any of them, or any
interest in them by my will if I predecease my spouse. I direct that a residuary
clause in my will shall not be deemed to apply to my community interest in the
Shares.

         Dated: January 17, 2002.

                                            By:      /s/  Reva R. DiGiovanni
                                        ________________________________________
                                            Name:    Reva R. DiGiovanni
                                        ________________________________________

                                     - 75 -

SPOUSAL CONSENT

         I acknowledge that I have read the foregoing Purchase and Option
Agreement ("Agreement") and that I know its contents. I am aware that, by its
provisions, my spouse agrees to restrict the shares of capital stock of Rebis, a
California corporation (the "Company"), held by him, including my community
interest in them (the "Shares"), for a period of time. Furthermore, I
acknowledge that I have had the opportunity to ask such questions of
representatives of the Company, and to receive such answers and financial and
other information concerning the Company and the Agreement, as I have requested
or deem necessary for me to understand and evaluate the Agreement. I hereby
consent to the restrictions on the Shares, approve of the provisions of the
Agreement, and agree that I will not bequeath the Shares or any of them, or any
interest in them by my will if I predecease my spouse. I direct that a residuary
clause in my will shall not be deemed to apply to my community interest in the
Shares.

         Dated: January 17, 2002.

                                            By:      /s/ Elisabeth Spanhoff
                                        ________________________________________
                                            Name:    Elisabeth Spanhoff
                                        ________________________________________
                                                     515 Delgado Dr.
                                                     Baton Rouge, LA  70808

                                     - 76 -

                                                                       EXHIBIT D

                          REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement (the "Agreement") is made as of
________________ 200_, by and between Bentley Systems, Incorporated, a Delaware
corporation (the "Company"), and the shareholders of Rebis, a California
corporation ("Rebis"), listed on the signature page of the Agreement (each a
"Shareholder" and, collectively, the "Shareholders").

                                    RECITALS

            a. The Company entered into an Amended and Restated Information and
Registration Rights Agreement (as it may be amended from time to time, the
"Existing Registration Rights Agreement"), dated December 26, 2000, by and
between the Company, Bachow Investment Partners III, L.P., a Delaware limited
partnership or any other entity as to which any affiliate of Bachow &
Associates, Inc. is the general partner ("Bachow"), the financial institutions
party to the Revolving Credit Agreement (as defined in the Existing Registration
Rights Agreement) (the "Lenders"), PNC Bank, National Association as agent for
the Lenders (the "Agent"), and the persons listed as "Senior Common Stock
Purchasers" in the Existing Registration Rights Agreement, as updated from time
to time.

            b. The Company, Rebis and certain shareholders of Rebis entered into
a Purchase and Option Agreement, dated as of January ___, 2002 (as it may
hereafter be amended, the "Purchase Agreement"), under which Rebis (i) issued
and sold to the Company 501,932 shares (the "Bentley Preferred Shares") of
Rebis's Series A Convertible Preferred Stack, no par value per share, and (ii)
the Company and Rebis each acquired an option (the "Purchase Option") to cause
the other to enter into an agreement of merger (the "Agreement of Merger")
finder which the Company, through a to-be-formed California corporation that
will be a wholly-owned subsidiary of the Company, would acquire all of the
capital stock of Rebis that the Company does not own after its purchase of the
Bentley Preferred Shares in exchange for a combination of cash and shares of the
Common Stock (as defined below), the effect of which will be that the Company
would own one hundred percent (100%) of the issued and outstanding capital stock
of Rebis.

            c. Pursuant to the Agreement of Merger, the consideration for the
exercise of the Purchase Option shall be paid to the shareholders of Rebis in a
combination of cash and unregistered shares of Common Stock (the "Purchaser
Shares").

            d. It is a condition precedent to the Agreement of Merger that the
parties hereto enter into this Agreement;

            NOW, THEREFORE, in consideration of the above and of the mutual
promises set forth herein, the Company and the Shareholders, intending to be
legally bound, hereby agree as follows:

         Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

            (a) "Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

            (b) "Common Stock" shall mean the shares of any current or future
class or series of the Company's common stock.

            (c) "Holder" shall mean any Shareholder (including Permitted
Transferees (as defined in Section 7 hereof)) owning outstanding Registrable
Securities which have not been sold to the public.

            (d) The terms "Register," "Registered" and "Registration" refer to a
registration effected by preparing and filing with the Commission a registration
statement in compliance with the Securities Act ("Registration Statement"), and
the declaration or ordering of the effectiveness of such Registration Statement
by the Commission or pursuant to Section 8 of the Securities Act.

            (e) "Registrable Securities" shall mean (i) all shares of Common
Stock or securities of the Company convertible into or exchangeable for Common
Stock, and (ii) any shares of Common Stock or other securities issued in
connection with any stock split, reverse stock split, stock dividend,
recapitalization, reclassification, reorganization, exchange or similar event
related to the foregoing; provided, however, the Registrable Securities shall
not include any shares of Common Stock (A) which are then already registered, or
(B) which have been sold to the public either pursuant to a registration under
the Securities Act or Rule 144, promulgated by the Commission under the
Securities Act, or (C) which have been sold or otherwise transferred in a
transaction pursuant to which the transferor's rights under this Agreement
cannot be transferred.

            (f) "Registration Expenses" shall mean all expenses incurred by the
Company in complying with Section 2 of this Agreement, including, without
limitation, all federal and state registration, qualification and filing fees,
printing expenses, fees and disbursements of counsel for the Company, blue sky
fees and expenses, and accounting fees and expenses, but excluding Selling
Expenses, fees and disbursements of counsel for the Holders (if counsel is
different from counsel for the Company).

            (g) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

            (h) "Selling Expenses" shall mean all underwriting discounts,
selling commissions and stock transfer taxes applicable to the sale of
Registrable Securities pursuant to this Agreement, and fees and disbursements of
counsel for any Holder (other than the fees and disbursements of counsel
included in Registration Expenses).

                                      -2-

3.    Piggyback Registration.

         3.1 Notice of Piggyback Registration and Inclusion of Registrable
Securities. Subject to the terms of this Agreement, in the event the Company
decides to Register for sale to the public generally, at any time subsequent to
the Company's initial public offering of securities pursuant to a Registration
(the "IPO"), any of its Common Stock either for its own account or the account
of a security holder or holders of the Company exercising their respective
demand Registration rights on a form that would be suitable for a Registration
involving solely Registrable Securities, other than a registration relating
solely to employee benefit plans, or a registration relating to a corporate
reorganization or other transaction on Form S-4, or a registration on any
registration form that does not permit secondary sales, the Company will: (a)
promptly give each Holder written notice thereof (which shall include a list of
the jurisdictions in which the Company intends to attempt to qualify such
securities under the applicable Blue Sky or other state securities laws) and (b)
use its best efforts to include in such Registration (and any related
qualification under Blue Sky laws or other compliance), except as set forth in
Section 2.2.3 below, and in any underwriting involved therein, all the
Registrable Securities specified in a written request delivered to the Company
by any Holder within ten (10) days after delivery of such written notice from
the Company.

         3.2 Underwriting in Piggyback Registration.

            3.2.1 Notice of Underwriting in Piggyback Registration. If the
Registration of which the Company gives notice pursuant to Section 2.1 is for a
Registered public offering involving an underwriting, the Company shall so
advise the Holders as a part of the written notice given pursuant to Section
2.1. In such event the right of any Holder to Registration shall be conditioned
upon such underwriting and the inclusion of such Holder's Registrable Securities
in such underwriting to the extent provided in this Section 2. All Holders
proposing to distribute their securities through such underwriting shall
(together with the Company and the other holders of securities of the Company
with registration rights to participate therein) enter into an underwriting
agreement in customary form with the representative of the underwriter or
underwriters selected by the Company (the "Underwriter's Representative"). The
Holders shall have no right to participate in the selection of the underwriters
for an offering pursuant to this Section 2.

            3.2.2 Marketing Limitation in Piggyback Registration. In the event
the Underwriter's Representative advises the Holders seeking Registration of
Registrable Securities pursuant to Section 2 in writing that market factors
require a limitation of the number of shares to be underwritten, the
Underwriter's Representative (subject to the allocation priority set forth in
Section 2.2.3) may limit the number of, or eliminate, the shares of Holders'
Registrable Securities to be included in such Registration and underwriting.

            3.2.3 Allocation of Shares in Piggyback Registration. In the event
that the Underwriter's Representative limits the number of shares to be included
in a Registration pursuant to Section 2.2.2, the number of shares to be included
in such Registration shall be allocated so that the Registrable Securities held
by Holders shall be excluded from such Registration and underwriting to the
extent required by such limitation. If a limitation of the number of shares is
still required after such exclusions, the number of shares that may be

                                      -3-

included in the Registration and underwriting by selling shareholders shall be
allocated pursuant to the terms of the Existing Registration Rights Agreement or
any other applicable registration rights agreement. No Registrable Securities or
other securities excluded from the underwriting by reason of this Section 2.2.3
shall be included in the Registration Statement. Notwithstanding anything to the
contrary herein, in no event shall the number of shares Registrable under the
Existing Registration Rights Agreement be limited by the provisions of this
Section 2 or any other provisions of this Agreement.

            3.2.4 Withdrawal in Piggyback Registration. If any Holder
disapproves of the terms of any such underwriting, such Holder may elect to
withdraw therefrom by written notice to the Company and the Underwriter's
Representative. Any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such Registration.

         3.3 Blue Sky in Piggyback Registration. In the event of any
Registration of Registrable Securities of a Holder pursuant to Section 2, the
Company will exercise its best efforts to Register and qualify the securities
covered by the Registration Statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably appropriate for the
distribution of such securities; provided, however, that (i) the Company shall
not be required to qualify to do business or to file a general consent to
service of process in any such sites or jurisdictions but for this Section 2.3,
or subject itself to taxation in any such jurisdiction, and (ii) notwithstanding
anything in this Agreement to the contrary, in the event any jurisdiction in
which the securities shall be qualified imposes a non-waivable requirement that
expenses incurred in connection with the qualification of the securities be
borne by selling shareholders, such expenses shall be payable pro rata by
selling shareholders.

4. Expenses of Registration. All Registration Expenses incurred in connection
with any Registration pursuant to this Agreement shall be borne by the Company.
All Selling Expenses incurred in connection with any Registration shall be borne
by the Holders of the securities Registered pro rata on the basis of the number
of shares Registered.

5.    Registration Procedures.  The Company will keep each Holder whose
Registrable Securities are included in any Registration pursuant to this
Agreement advised as to the initiation and completion of such Registration.
At its expense, the Company will use its best efforts to:

            (a) prepare and file with the Commission a Registration Statement
with respect to such Registrable Securities and cause such Registration
Statement to become effective, and, upon the request of the Holders of a
majority of the Registrable Securities Registered thereunder, keep such
Registration Statement effective for a period of up to 120 day; or until the
Holder or Holders have completed the distribution described in the Registration
Statement relating thereto, whichever first occurs;

            (b) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in connection
with such Registration Statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement;

                                      -4-

            (c) furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them;

            (d) obtain clearance for such Registration and sale of securities
from the National Association of Securities Dealers; and

            (e) promptly notify each Holder of Registrable Securities covered by
such Registration Statement, or the Holder's designated attorney-in-fact,
whenever a prospectus relating thereto covered by such Registration Statement is
required to be delivered under the Securities Act, of the happening of any event
as a result of which the prospectus included in such Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.

6. Information Furnished by Holder. It shall be a condition precedent of the
Company's obligations under this Agreement that each Holder of Registrable
Securities included in any Registration furnish to the Company such information
regarding such Holder and the distribution proposed by such Holder or Holders as
the Company may reasonably request.

7.    Indemnification.

         7.1 Company's Indemnification of Holders. To the extent permitted by
law, the Company will indemnify each Holder, each of its officers, directors and
partners, legal counsel for the Holders, and each person controlling such
Holder, with respect to which Registration, qualification or compliance of
Registrable Securities has been effected pursuant to this Agreement against all
claims, losses, damages, liabilities or expenses (or actions in respect thereof)
to the extent such claims, losses, damages, liabilities or expenses arise out of
or are based upon any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus or other document (including any
related Registration Statement) incident to any such Registration, qualification
or compliance, or are based on any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation (or alleged violation) by
the Company of any rule or regulation promulgated under the Securities Act
applicable to the Company and relating to action or inaction required of the
Company in connection with any such Registration, qualification or compliance;
and the Company will reimburse each such Holder and each person who controls any
such Holder for any legal and any other expenses reasonably incurred in connect,
on with investigating or defending any such claim, loss, damage, liability,
expense or action; provided, however, that the indemnity contained in this
Section 6.1 shall not apply to amounts paid in settlement of any such claim,
loss, damage, liability or action if settlement is effected without the consent
of the Company (which consent shall not unreasonably be withheld); and provided,
further, that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based
upon any untrue statement or omission based upon written information furnished
to the Company by such Holder and stated to be for use in preparation of such
prospectus (including any related Registration Statement).

                                      -5-

         7.2 Holder's Indemnification of Company. To the extent permitted by
law, each Holder will, if Registrable Securities held by such Holder are
included in the securities as to which such Registration, qualification or
compliance is being effected pursuant to this Agreement, indemnify the Company,
each of its directors and officers, each legal counsel and independent
accountant of the Company, each underwriter, if any, of the Company's securities
covered by such a Registration Statement, each person who controls the Company
of such underwriter within the meaning of the Securities Act, and each other
such Holder, each of its officers, directors and partners and each person
controlling such other Holder, against all claims, losses, damages, liabilities
or expenses (or actions in respect thereof) arising out of or based upon any
untrue statement (or alleged untrue statement) of a material fact contained in
any such Registration Statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any violation (or alleged violation) by such Holder of any rule
or regulation promulgated under the Securities Act applicable to such Holder and
relating to action or inaction required of such Holder in connection with any
such Registration, qualification or compliance; and will reimburse the Company,
such Holders, such directors, officers, partners, persons, law and accounting
firms, underwriters or control persons for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability, expense or action, in each case to the extent,
but only to the extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such Registration Statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by such Holder and
stated to be for use in connection with the offering of securities of the
Company, provided, however, that the indemnity contained in this Section 6.2
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder (which consent shall not be unreasonably withheld); and provided further
that each Holder's liability under this Section 6.2 shall not exceed such
Holder's proceeds net of sales commissions and expenses from the offering of
securities made in connection with such Registration.

         7.3 Indemnification Procedure. Promptly after receipt by an indemnified
party under this Section 6 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party under this Section 6, notify the indemnifying party in
writing of the commencement thereof and generally summarize such action. The
indemnifying party shall have the right to participate in and to assume the
defense of such claim; provided, however, that the indemnifying party shall be
entitled to select counsel for the defense of such claim with the approval of
any parties entitled to indemnification which approval shall not be unreasonably
withheld; provided further, however, that if either party reasonably determines
that there may be a conflict between the position of the Company and the Holders
in conducting the defense of such action, suit or proceeding by reason of
recognized claims for indemnity under this Section 6, then counsel for such
party shall be entitled to conduct the defense to the extent reasonably
determined by such counsel to be necessary to protect the interest of such
party. The failure to notify an indemnifying party promptly of the commencement
of any such action, if prejudicial to the ability of the indemnifying party to
defend such action, shall relieve such indemnifying party, to the extent so
prejudiced. of any liability to the indemnified party under this Section 6, but
the omission so to notify the

                                      -6-

indemnifying party will not relieve such party of any liability that such party
may have to any indemnified party otherwise other than under this Section 6.

         7.4 Contribution. If the indemnification provided for in this Section 6
is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

         7.5 Survival. The obligations of the Company and Holders under this
Section 6 shall survive the completion of any offering of Registrable Securities
of Holders in a registration statement under this Agreement, and otherwise.

         7.6 Underwriting Agreement. Notwithstanding this Section 6, to the
extent that the provisions regarding indemnification and contribution contained
in the underwriting agreement entered into in connection with the underwritten
public offering are in conflict with the foregoing provisions, the provisions in
the underwriting agreement shall control.

8. Transfer of Rights. Subject to the provisions hereunder, so long as the
Company is given written notice by a Holder (or a transferee thereof, as the
case may be) at the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which the rights under
this Agreement are being assigned, the Registration rights under this Agreement
may be transferred in whole or in part; provided, however, that, as a condition
to such assignment, (a) such transferee shall be required to execute
simultaneously therewith a joinder to this Agreement in form and substance
reasonably acceptable to the Company whereby such transferee agrees to be bound
by all the terms and provisions of this Agreement as a Holder hereunder; (b) no
less than 100,000 shares of Registrable Securities shall be assigned or
transferred by a Holder to such transferee; and (c) the transfer of the shares
of Registrable Securities from Holder shall not be to a transferee not otherwise
prohibited under any other agreement between Holder and the Company (a
"Permitted Transferee").

9. Market Stand-Off. Each Shareholder hereby agrees that, if so requested by
Purchaser and the underwriters of the IPO, such Shareholder shall enter into a
"lock-up" agreement in a form that is reasonably satisfactory to the
underwriters of the IPO that states that such Shareholder shall not sell or
otherwise transfer any Common Stock during the 180-day period following the
closing of the IPO.

      The obligations described in this Section 8 shall not apply to a
Registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in

                                      -7-

the future, or a Registration relating solely to a Commission Rule 145
transaction on Form S-4 or similar forms that may be promulgated in the future.
The Company may impose stop-transfer instructions with respect to the shares (or
securities) subject to the foregoing restriction until the end of such one
hundred eighty (180) day period.

10. Termination of Registration Rights. The right of any Holder to request
registration or inclusion in any Registration pursuant to this Agreement shall
terminate upon the earlier to occur of the following: (a) all shares of
Registrable Securities held or entitled to be held upon conversion by such
Holder may immediately be sold under Rule 144 under the Securities Act during
any ninety (90) day period, or (b) the expiration of three (3) years after the
closing of the first registered public offering of Common Stock.

11. Subordination. Notwithstanding anything to the contrary herein, the
Registration rights granted under this Agreement are subordinate to any and all
Registration rights which the Company has granted to holders of the Company's
equity securities prior to the date hereof, particularly pursuant to the
Existing Registration Rights Agreement.

12.   Miscellaneous.

         12.1 Entire Agreement; Successors and Assigns. This Agreement
constitutes the entire contract between the Company and the Holders relative to
the subject matter hereof. Subject to the exceptions specifically set forth in
this Agreement, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective executors, administrators, heirs,
successors and assigns of the parties.

         12.2 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to contracts
entered into and wholly to be performed within the State of Delaware.

         12.3 Counterparts. This Agreement maybe executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         12.4 Headings. The headings of the Sections of this Agreement are for
convenience and shall not by themselves determine the interpretation of this
Agreement.

         12.5 Notices. Any notice required or permitted hereunder shall be given
in writing and shall be conclusively deemed effectively given upon personal
delivery, or one day after sent via reputable national overnight courier
addressed (a) if to the Company, as set forth below the Company's name on the
signature page of this Agreement, and (b) if to a Holder, at such Holder's
address as set forth on the signature pages hereto, or at such other address as
the Company or such Holder may designate by ten (10) days advance written notice
to the Holders or the Company, respectively.

         12.6 Amendment of Agreement. Any provision of this Agreement may be
amended or waived only by a written instrument signed by the Company and with
the consent of any Holder or Holders who in the aggregate hold at least fifty
percent (50%) of the Purchaser Shares issued

                                      -8-

at the Merger; provided, however, that no amendment to this Agreement shall
become effective without the consent of any party hereto whose rights hereunder
are adversely affected by such amendment. Notwithstanding the foregoing, each of
the parties hereto acknowledge and agrees that additional parties to this
Agreement may be added by a written joinder of a Permitted Transferee of any
party hereto without any such consents or approvals.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]

                                      -9-

                                                                       EXHIBIT D

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                    COMPANY:

                                    BENTLEY SYSTEMS, INCORPORATED,
                                    a Delaware corporation

                                    By:  _______________________________
                                         Name:
                                         Title:

                                    Address:          690 Pennsylvania Drive
                                                      Exton, PA 19341-1136
                                    Attention:        General Counsel
                                    With a copy to:   Dechert
                                                      4000 Bell Atlantic Tower
                                                      1717 Arch Street
                                                      Philadelphia, PA 19103
                                    Attention:        Carmen J. Romano, Esq.

                                    SHAREHOLDERS:

                                      -10-

                                                                     Exhibit 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          BENTLEY SYSTEMS, INCORPORATED

           THE UNDERSIGNED, for the purpose of forming a corporation pursuant to
the provisions of the General Corporation Law of the State of Delaware, does
hereby certify as follows:

           FIRST:  The name of the Corporation is Bentley Systems, Incorporated.

           SECOND: The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, Wilmington, New Castle County. The name
of the Corporation's registered agent at such address is The Corporation Trust
Company.

           THIRD: The purpose for which the Corporation is organized is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

           FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is Ninety-Two Million One Hundred
Eighty-Two Thousand Four Hundred Fifty (92,182,450) shares, consisting of Sixty
Million (60,000,000) shares of Class A Voting Common Stock, par value $.01 per
share (the "Class A Common Stock"), Thirty Million (30,000,000) shares of Class
B Non-Voting Common Stock, par value $.01 per share (the "Class B Common
Stock"), One Hundred Fifty Thousand (150,000) shares of Senior Class C Common
Stock, par value $.01 per share (the "Class C Common Stock") and Four Hundred
Eighty Thousand (480,000) shares of Class D Non-Voting Common Stock, par value
$.01 per share (the "Class D Common Stock") (collectively, the "Common Stock")
and One Million Five Hundred Fifty-Two Thousand Four Hundred Fifty (1,552,450)
shares of Series A Convertible Preferred Stock, par value $.01 per share (the
"Preferred Stock").

           (A) Class A Common Stock, Class B Common Stock and Class D Common
Stock.

           1. Identical Rights and Privileges. Except as otherwise expressly
provided in the Certificate of Incorporation or as required by law, all
outstanding shares of Class A Common Stock, Class B Common Stock and Class D
Common Stock shall be identical and shall entitle the holders thereof to the
same rights and privileges.

           2. Voting Rights. The holders of outstanding shares of Class A Common
Stock shall have the right to vote on (or, as provided by law, take action by
consent with respect to) all matters to be voted on or consented to by the
stockholders of the Corporation, and each

holder shall be entitled to one vote for each share of Class A Common Stock
held. Except as otherwise provided by law, the holders of outstanding shares of
Class B Common Stock and Class D Common Stock shall not have any right to vote
on, or consent with respect to, any matters to be voted on or consented to by
the stockholders of the Corporation, and neither the shares of Class B Common
Stock nor the shares of Class D Common Stock shall be included in determining
the number of shares voting or entitled to vote on any such matters. Except as
otherwise provided by law, on any matter on which (a) the holders of Class B
Common Stock (but not the holders of Class D Common Stock) have the right to
vote, the holders of Class A Common Stock and Class B Common Stock shall vote
together as a single class, (b) the holders of Class D Common Stock (but not the
holders of Class B Common Stock) have the right to vote, the holders of Class A
Common Stock and Class D Common Stock shall vote together as a single class, and
(c) the holders of Class B Common Stock and Class D Common Stock have the right
to vote, the holders of Class A Common Stock, Class B Common Stock and Class D
Common Stock shall vote together as a single class.

           3. Conversion.

              (a) Conversion of Common Stock Upon Determination of Board. Upon
the determination of the Board of Directors of the Corporation at any time while
the Class B Common Stock is outstanding, then, upon ten (10) days written notice
of such determination given to each holder of shares of Class A Common Stock and
Class B Common Stock, each outstanding share of Class B Common Stock shall be
reclassified and converted automatically into one share of Class A Common Stock,
without any further action by the Corporation or the stockholders thereof, and
such shares of Class B Common Stock shall no longer be deemed to be outstanding,
regardless of whether the certificate or certificates representing such shares
are surrendered to the Corporation. After there are no longer shares of any
class of Common Stock outstanding, other than Class A Common Stock, upon the
effectiveness of the filing with the Secretary of State of the State of
Delaware, pursuant to Section 151(g) of the Delaware General Corporation Law, as
amended, of a certificate stating that no shares of such other classes of Common
Stock will be issued, the Class A Common Stock shall be redesignated
automatically as "Common Stock," without any further action by the Corporation
or the stockholders thereof.

              (b) Conversion of Common Stock Upon Public Offering. Upon the
closing of the first underwritten public offering pursuant to an effective
registration statement filed by the Corporation under the Securities Act of
1933, as amended (the "Securities Act"), covering the offer and sale to the
public for the account of the Corporation of any Comparable Security (as defined
below) (an "IPO"), where no conversion of the Class B Common Stock or Class D
Common Stock, as the case may be, has previously occurred, then, without any
further action by the Corporation or the stockholders thereof, each issued and
outstanding share of Class B Common Stock and Class D Common Stock shall be
reclassified and converted automatically into one share of the offered
Comparable Security, and such shares of Class B Common Stock and Class D Common
Stock shall no longer be deemed to be outstanding, regardless of whether the
certificate or certificates representing such shares are surrendered to the
Corporation. For the purposes herein, a "Comparable Security" shall mean any
class or series of Common Stock of the Corporation (other than, with respect to
holders of the Class B Common Stock or Class D Common Stock, shares of the same
class as is held by them) which has the same preferences,

                                      -2-

rights, qualifications, limitations and restrictions as the Class A Common Stock
in all respects, except that the voting rights of such class or series of Common
Stock may differ from the Class A Common Stock.

              (c) Automatic Conversion of Class D Common Stock. Each share of
Class D Common Stock (i) with respect to which holders of Class D Common Stock
have not exercised their Class D Redemption Rights in accordance with Section
(A)6(a) on or before the expiration of such Class D Redemption Rights, or (ii)
which has been sold or transferred by a holder thereof as permitted under
applicable law and all other agreements, documents and instruments governing the
transfer thereof (except for transfers of Class D Common Stock upon the death of
any holder thereof to his or her estate or heirs) shall automatically be
converted into Class B Common Stock or, if applicable, into the securities into
which the Class B Common Stock have been converted pursuant to Section (A)3(a).
Section (A)3(b) or otherwise, on a one-for-one basis; provided, however, that
any shares of Class D Common Stock that have not been redeemed by the holders
thereof pursuant to Section (A)6(a)(i) shall be subject to the Corporation Class
D Redemption Right (defined below) for the period and on the terms specified in
Section (A)6(d)(i) prior to being converted into shares of Class B Common Stock.

              (d) Mechanics of Conversion. Before any holder of the Class B
Common Stock or the Class D Common Stock converts the same into shares of Class
A Common Stock, Class B Common Stock or Comparable Securities, as the case may
be, in accordance with the foregoing provisions of this Section (A)3, he, she or
it shall surrender the certificate or certificates therefor, duly endorsed, at
the office of the Corporation or of any transfer agent for the Class B Common
Stock or the Class D Common Stock, as the case may be, and shall give written
notice to the Corporation at its principal corporate office, of the election to
convert the same and shall state therein the name or names in which the
certificate or certificates for shares of Class A Common Stock, Class B Common
Stock or Comparable Securities, as the case may be, are to be issued. The
Corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of Class B Common Stock or Class D Common Stock, as the
case may be, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Class A Common Stock, Class B Common
Stock or Comparable Securities, as the case may be, to which such holder shall
be entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of the Class B Common Stock or Class D Common Stock to be converted, and
the person or persons entitled to receive the shares of Class A Common Stock,
Class B Common Stock or Comparable Securities, as the case may be, issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares as of such date. If the conversion of Class D Common
Stock is in connection with an IPO, the conversion may, at the option of any
holder tendering Class D Common Stock for conversion, be conditioned upon the
closing with the underwriters of the sale of securities pursuant to such
offering, in which event the person(s) entitled to receive Class B Common Stock
upon conversion of such Class D Common Stock shall not be deemed to have
converted such Class D Common Stock until immediately prior to the closing of
such sale of securities.

              (e) No Impairment. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation,

                                      -3-

merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Corporation, but will at all times in
good faith assist in the carrying out of all the provisions of this Section (A)3
and in the taking of all such action as may be necessary or appropriate in order
to protect the conversion rights of the holders of the Class B Common Stock and
the Class D Common Stock against impairment.

              (f) No Fractional Shares. No fractional shares shall be issued
upon the conversion of any share or shares of the Class B Common Stock or the
Class D Common Stock, and the number of shares of Class A Common Stock, Class B
Common Stock or Comparable Securities, as the case may be, to be issued shall be
rounded to the nearest whole share. Whether or not fractional shares are
issuable upon such conversion shall be determined on the basis of the total
number of shares of Class B Common Stock or Class D Common Stock, as the case
may be, the holder is at the time converting into Class A Common Stock, Class B
Common Stock or Comparable Securities, as the case may be, and the number of
shares of such Class A Common Stock, Class B Common Stock or Comparable
Securities issuable upon such aggregate conversion.

           4. Notices. Any notice required by the provisions of this Section (A)
to be given to the holders of shares of the Class A Common Stock, Class B Common
Stock and Class D Common Stock shall be deemed given if deposited in the U.S.
mail, postage prepaid, and addressed to each holder of record at his address
appearing on the books of the Corporation.

           5. Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times use its best efforts to reserve and keep available out of its
authorized but unissued shares of Class A Common Stock and Class B Common Stock,
solely for the purpose of effecting the conversion of the shares of the Class B
Common Stock or Class D Common Stock, as the case may be, such number of its
shares of Class A Common Stock and Class B Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding shares of the
Class B Common Stock or the Class D Common Stock, as the case may be, and if at
any time the number of authorized but unissued shares of Class A Common Stock
and Class B Common Stock shall not be sufficient to effect the conversion of all
then outstanding shares of the Class B Common Stock and the Class D Common
Stock, as the case may be, in addition to such other remedies as shall be
available to the holder of such Class B Common Stock or Class D Common Stock, as
the case may be, the Corporation shall take action to increase its authorized
but unissued shares of Class A Common Stock and Class B Common Stock to such
number of shares as shall be sufficient for such purposes, including, without
limitation engaging in best efforts to obtain the requisite shareholder approval
of any necessary amendment to this Certificate of Incorporation.

           6. Redemption.

              (a) At the Option of Holders of the Class D Common Stock. The
Class D Common Stock is redeemable by any one or more holders of Class D Common
Stock in whole or in part (the "Class D Redemption Right") (i) at anytime during
the period commencing on the fifth anniversary of the date that any share of
Class D Common Stock is first issued (the "Class D Initial Issuance Date") and
ending sixty (60) days following the fifth anniversary of the Class D

                                      -4-

Initial Issuance Date, or, if earlier (ii) upon the consummation of (A) an IPO
(as defined in Section (A)3(b)) or (B) a Liquidity Event (as defined in Section
(B)4(e)), where the price per share of the shares of common stock sold in such
IPO or Liquidity Event is less than the Class D Redemption Amount per share (as
calculated pursuant to Section (A)6(f)) in effect at the time of the IPO or
Liquidity Event, as the case maybe. Subject to the other terms and conditions of
this Section (A)6, holders of Class D Common Stock may exercise their Class D
Redemption Rights by giving written notice in accordance with Sections (A)6(b)
or (A)6(c), as the case may be (the "Class D Stockholder Redemption Notice"). At
any time when the holders of Class D Common Stock have the right to exercise
their Class D Redemption Rights but elect not to or fail to timely elect to
exercise such rights, the unexercised Class D Redemption Rights shall
immediately expire and all of the shares of Class D Common Stock not redeemed
shall be automatically converted into shares of Class B Common Stock in
accordance with Section (A)5 above.

              (b) Notice of IPO and Notice of Exercise. The Corporation will
provide written notice of a proposed IPO and, if known, the proposed offering
price or range of offering prices per share thereof (the "IPO Notice") to
holders of Class D Common Stock before or promptly following the Corporation's
initial filing of a registration statement with the United States Securities and
Exchange Commission pursuant to the Securities Act for the securities to be sold
in the proposed IPO. Holders of Class D Common Stock may exercise their Class D
Redemption Rights in connection with an IPO only by providing the Class D
Stockholder Redemption Notice to the Corporation at its principal office no
later than fourteen (14) days after the giving of the IPO Notice.
Notwithstanding the timely giving of the Class D Stockholder Redemption Notice
in accordance with this Section (A)6(b) or anything else to the contrary
contained herein, the Corporation will effect the redemption of the Class D
Common Stock in connection with an IPO only upon the consummation of the IPO. If
the IPO is not consummated following a timely Class D Stockholder Redemption
Notice given in connection therewith, the Class D Redemption Right shall
continue in effect as if the Class D Stockholder Redemption Notice had not been
given.

              (c) Notice of Liquidity Event and Notice of Exercise. The
Corporation shall provide written notice of a Liquidity Event (the "Liquidity
Event Notice") in which the consideration is to be paid or distributed to
holders of the Class D Common Stock at least ten (10) days prior to the closing
of such Liquidity Event. Holders of Class D Common Stock may exercise their
Class D Redemption Rights in connection with a Liquidity Event only by providing
the Class D Stockholder Redemption Notice to the Corporation at its principal
office no later than ten (10) days following the date on which the Corporation
gives a Liquidity Event Notice. Notwithstanding the giving of the Class D
Stockholder Redemption Notice in accordance with this Section (A)6(c) or
anything else to the contrary contained herein, the Corporation will effect the
redemption of the Class D Common Stock in connection with a Liquidity Event only
upon the consummation of the Liquidity Event. If the Liquidity Event is not
consummated following a timely Class D Stockholder Redemption Notice given in
connection therewith, the Class D Redemption Right shall continue in effect as
if the Class D Stockholder Redemption Notice had not been given.

              (d) At the Option of the Corporation. If the holders of the Class
D Common Stock have not exercised their Class D Redemption Rights prior to their
expiration pursuant to

                                      -5-

Section (A)6(a)(i), then, for a period of 60 days following such expiration, the
Corporation (on ten (10) days prior written notice (such notice from the
Corporation referred to herein as the "Corporation Class D Redemption Notice"))
shall have the right to redeem all or any portion of the Class D Common Stock
(the "Corporation Class D Redemption Right") for an amount equal to the
Corporation Class D Redemption Amount (as calculated pursuant to Section
(A)6(f)) in effect on the date of exercise of the Corporation Class D Redemption
Right.

              (e) Payment of the Class D Redemption Amount and Corporation Class
D Redemption Amount. If any holder of the Class D Common Stock exercises the
Class D Redemption Right within the period prescribed by Section (A)6(a)(i), the
Corporation shall pay the Class D Redemption Amount in cash within one hundred
eighty (180) days of receiving the Class D Stockholder Redemption Notice. If any
holder of the Class D Common Stock exercises the Class D Redemption Right
pursuant to Section (A)6(a)(ii) or if the Corporation exercises the Corporation
Class D Redemption Right, the Corporation shall pay the Class D Redemption
Amount or the Corporation Class D Redemption Amount, as the case may be, in cash
within thirty (30) days following the consummation of the IPO, the consummation
of the Liquidity Event or the date of such exercise, as the case may be. Pending
payment of the Class D Redemption Amount or the Corporation Class D Redemption
Amount, as the case may be, the Class D Redemption Amount or the Corporation
Class D Redemption Amount shall continue to increase as provided in Section
(A)6(f). Any shares of Class D Common Stock that are redeemed pursuant to this
Section (A)6 or otherwise acquired by the Corporation in any manner whatsoever
shall be canceled and shall not under any circumstances be reissued and the
Corporation may from time to time take such appropriate corporate action as may
be necessary to reduce accordingly the number of authorized shares of Class D
Common Stock.

              (f) Class D Redemption Amount and Corporation Class D Redemption
Amount.

                  (i) Prior to and on August 30, 2002, the "Class D Redemption
Amount" of one share of Class D Common Stock shall equal $13.25. Commencing on
August 30, 2003, the Class D Redemption Amount shall be increased by an amount
equal to 10% of the Class D Redemption Amount on August 30 of the immediately
preceding year, with such increase being pro rated on a per diem basis
commencing on August 30 of the immediately preceding year with respect to any
redemption occurring other than on August 30. For example, the Class D
Redemption Amount per share on August 30, 2003 will be $14.575 per share; on
June 30, 2004 will be $15.79 per share; and on May 30, 2006 will be $18.96.

                  (ii) Prior to and on September 30, 2002, the "Corporation
Class D Redemption Amount" of one share of Class D Common Stock shall equal
$17.00 per share. Commencing on September 30, 2003, the Corporation Class D
Redemption Amount shall be increased by an amount equal to 10% of the
Corporation Class D Redemption Amount on August 30 of the immediately preceding
year, with such increase being pro rated on a per diem basis commencing on
August 30 of the immediately preceding year with respect to any redemption
occurring other than on August 30. For example, the Corporation Class D
Redemption Amount per share on October 1, 2006 will be $24.89.

                                      -6-

              (g) Notwithstanding anything to the contrary contained herein, (i)
the Class D Redemption Right and the Corporation Class D Redemption Right shall
be subordinate to (A) the Class C Redemption Right and the Stockholder
Redemption Right to the extent such redemption rights are exercised prior to or
contemporaneously with the Class D Redemption Right or the Corporation Class D
Redemption Right and (B) the rights of any bank or other institution which holds
a senior lien position in respect of the Corporation's obligations to repay
borrowed money from time to time, and (ii) the Corporation shall not be required
to redeem any shares of Class D Common Stock if such redemption would violate
Section 160 of the Delaware General Corporation Law or other applicable law or
cause a default or event of default under any of the Corporation's indebtedness
for borrowed money. The shares of Class D Common Stock that are not redeemed
pursuant to this Section (A)6(g) shall remain outstanding and entitled to all
rights and preferences provided herein. In connection with a mandatory
redemption by the Corporation upon the exercise of the Class D Redemption Rights
by holders of the Class D Common Stock, if the funds of the Corporation legally
available for redemption of shares of Class D Common Stock on the redemption
date are insufficient to redeem the total number of outstanding shares of Class
D Common Stock, the holders of shares of Class D Common Stock who have exercised
their Class D Redemption Rights shall share ratably in any funds legally
available for redemption of such shares according to the respective amounts
which would be payable with respect to the full number of shares owned by them
if all such outstanding shares were redeemed in full. At any time thereafter
when additional funds of the Corporation are legally available for the
redemption of such shares of Class D Common Stock, such funds will be used to
redeem the balance of such shares, or such portion thereof for which funds are
then legally available, on the basis set forth above.

           (B) Class C Common Stock. The Class C Common Stock shall have the
rights, preferences, privileges and restrictions as set forth below.

           1. Voting Rights. Except as otherwise provided by law, the holders of
outstanding shares of Class C Common Stock shall not have any right to vote on,
or consent with respect to, any matters to be voted on or consented to by the
stockholders of the Corporation, and the shares of Class C Common Stock shall
not be included in determining the number of shares voting or entitled to vote
on any such matters. Except as otherwise provided by law, on any matter on which
the holders of Class C Common Stock have the right to vote, the holders of Class
C Common Stock shall vote as a single class.

           2. Dividend Provisions. If any dividends or distributions are
declared on the Class A Common Stock or the Class B Common Stock, the holders of
shares of the Class C Common Stock shall participate with holders of shares of
Class A Common Stock and Class B Common Stock on a pro rata basis, based on the
number of shares of Common Stock held by each (assuming conversion of all such
shares of the Class C Common Stock into Class B Common Stock or, if no shares of
Class B Common Stock are then outstanding, such class of Common Stock into which
the Class B Common Stock has been converted, on the terms set forth herein), in
the receipt of such dividends when, as and if declared by the Board of
Directors.

           3. Liquidation Preference.

                                      -7-

              (a) In the event of any liquidation, dissolution or winding up of
the Corporation, either voluntary or involuntary, the holders of the Class C
Common Stock shall be entitled to receive, out of the assets of the Corporation,
an amount in cash equal to the greater of (i) the sum of the Class C Redemption
Amount (as defined in Section 4) plus the Additional Shares Redemption Amount
(as defined in Section 4) or (ii) the amount such holders would be entitled to
receive with respect to shares of Class B Common Stock if such holders converted
their respective shares of Class C Common Stock into Class B Common Stock in
accordance with Section 5 below. Such payment shall be prior and in preference
to any distribution of any of the assets of the Corporation to the holders of
any class or series of stock of the Corporation other than the Preferred Stock
(which Preferred Stock shall have priority over all Common Stock, including
without limitation, the Class C Common Stock) by reason of their ownership
thereof.

              (b) Upon the completion of the distributions required by Section
(B)3(a) above, the remaining assets of the Corporation available for
distribution to shareholders shall be distributed among the holders of Common
Stock (other than Class C Common Stock) pro rata based on the number of shares
of Common Stock (other than Class C Common Stock) held by each.

              (c) For purposes of this Section 3, a liquidation, dissolution or
winding up of the Corporation shall be deemed to be occasioned by, or to include
(without limitation), (i) the acquisition of the Corporation by another entity
by means of any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation, but eluding any
merger effected exclusively for the purpose of changing the domicile of the
Corporation or any merger of the Corporation with or into a wholly owned
subsidiary of the Corporation that does not affect the ownership or the
outstanding shares of the Corporation) or (ii) a sale of a majority of the
assets of the Corporation.

              (d) The Corporation shall give each holder of record of the Class
C Common Stock written notice of a transaction referred to in Section (B)3(c)
not later than twenty (20) days prior to the shareholders' meeting called to
approve such transaction, or twenty (20) days prior to the closing of such
transaction, whichever is earlier, and shall also notify such holders in writing
of the final approval of such transaction. The first of such notices shrill
describe the material terms and conditions of the impending transaction and the
provisions of this Section 3, and the Corporation shall thereafter give such
holders prompt notice of any material changes. The transaction shall in no event
take place sooner than twenty (20) days after the Corporation has given the
first notice provided for herein or sooner than ten (10) days after the
Corporation has given notice of any material changes provided for herein;
provided, however, that such periods may be shortened upon the written consent
of the Class C Required Holders. "Class C Required Holders" shall mean the
holders of a majority of the shares of Common Stock issued or issuable upon
conversion of the Class C Common Stock; provided however, that such majority
shall include the holders of a majority of such shares other than the Insiders,
or a person or entity (other than the Insiders) that acquires more than fifty
percent (50%) of any of such holders' interest in such Class C Common Stock.
"Insiders" shall mean the Bentleys (as defined in Section (B)4(a)) together with
(i) any persons who are employees of the Corporation or any of its subsidiaries
on the date such person first acquires shares of Class C Common Stock, (ii) any
persons who acquire shares of Class C Common Stock within thirty (30) days of
becoming

                                      -8-

employees of the Corporation or any of its subsidiaries, and (iii) the immediate
family members of any persons referred to in subclauses (i) or (ii).

              (e) In the event the requirements of Section (B)3(d) are not
complied with, the Corporation shall forthwith either:

                  (i) cause the closing of such transaction to be postponed
until such time as the requirements of this Section 3 have been complied with;
or

                  (ii) cancel such transaction, in which event the rights,
preferences and privileges of the holders of the Class C Common Stock shall
revert to and be the same as such rights, preferences and privileges existing
immediately prior to the date of the first notice referred to in Section
(B)3(d).

           4. Redemption.

              (a) At the Option of Holders of the Class C Common Stock. The
Class C Common Stock is redeemable by any one or more holders of Class C Common
Stock in whole or in part from time to time (the "Class C Redemption Right") at
any time on or after five (5) years after the date that the Class C Common Stock
is first issued (the "Class C Initial Issuance Date"), if the Corporation has
not then consummated a Qualified IPO (as defined in Section (B)5(b)) or a
Liquidity Event on written notice (the "Class C Stockholder Redemption Notice"),
or immediately prior to a Change of Control of the Corporation, at the option of
any such holder of the Class C Common Stock for a purchase price equal to the
sum of the Class C Redemption Amount (as calculated pursuant to Section 4(f))
and the Additional Shares Redemption Amount (as calculated pursuant to Section
4(g)). "Change of Control" shall mean an event that results in Gregory S.
Bentley, Keith A. Bentley, Barry J. Bentley, Raymond P. Bentley and Richard P.
Bentley (each, a "Bentley" and collectively, the "Bentleys") and any trusts
formed by a Bentley for the benefit of family members ceasing to own or control
more than 50% of the voting securities of the Company.

              (b) At the Option of the Corporation. If the Corporation has not
then consummated a Qualified IPO or a Liquidity Event, the Corporation (on
thirty (30) days (the "Corporation Notice Period") prior written notice (such
notice from the Corporation referred to herein as the "Corporation Class C
Redemption Notice")) shall have the right to redeem all, or any portion of the
Class C Common Stock (the "Corporation Class C Redemption Right") for an amount
equal to the sum of the Class C Redemption Amount (as calculated pursuant to
Section 4(f)) and the Additional Shares Redemption Amount (as calculated
pursuant to Section 4(g)) on or after five (5) years after the Class C Initial
Issuance Date.

              (c) Payment of the Class C Redemption Amount. If any holder of the
Class C Common Stock exercises the Class C Redemption Right, the Corporation
shall pay the Class C Redemption Amount in cash within one hundred eighty (180)
days of receiving the Class C Stockholder Redemption Notice plus the Additional
Shares Redemption Amount payable in the case of the Additional Shares Redemption
Amount, at such holder's option, (A) in cash within one hundred eighty (180)
days of receiving the Class C Stockholder Redemption Notice or (B) in Additional
Shares, within five (5) days of receiving the Class C Stockholder Redemption
Notice.

                                      -9-

The Company shall pay interest on any cash payments under this Section (B)4
accruing from the date, as applicable, on which a holder exercises its Class C
Redemption Right or on which the Corporation gives the Corporation Class C
Redemption Notice at an interest rate equal to the prime rate of interest of PNC
Bank, National Association (the "Prime Rate") as in effect from time to time;
provided that if the Corporation fails to pay the Class C Redemption Amount when
due, such interest rate shall be the Prime Rate plus 4% (the "Default Rate"). If
the Corporation exercises the Corporation Class C Redemption Right, the
Corporation shall pay the Class C Redemption Amount in cash within thirty (30)
days following the earlier of (i) expiration of the Corporation Notice Period,
or (ii) notification from the holders of the Class C Common Stock that they will
not convert their Class C Common Stock. Pending payment of the Class C
Redemption Amount, the Class C Redemption Amount shall continue to accrue as
provided in Section 4(f). If the Corporation exercises the Corporation Class C
Redemption Right, at holder's option, the Corporation shall pay the Additional
Shares Redemption Amount (A) in cash, within thirty (30) days following the
earlier of (i) the expiration of the Corporation Notice Period or (ii)
notification from the holders of the Class C Common Stock that they will not
convert their Class C Common Stock, or (B) in Additional Shares, within five
days following the earlier of (i) the expiration of the Corporation Notice
Period or (ii) notification from the holders of the Class C Common Stock that
they will not convert their Class C Common Stock. If the Corporation is to pay
the Additional Shares Redemption Amount in cash and fails to do so when such
payment is due, the Corporation shall pay interest on such overdue Additional
Share Redemption Amount at an interest rate equal to the Default Rate. The
shares of Class C Common Stock required to be redeemed but not so redeemed shall
remain outstanding and entitled to all rights and preferences provided herein.
At any time thereafter when additional funds of the Corporation are legally
available for the redemption of such shares of Class C Common Stock, such funds
shall be used, as soon as available, to redeem the balance of such shares, or
such portion thereof for which funds are then legally available, on the basis
set forth above. Any shares of Class C Common Stock that are redeemed by the
Corporation under this Section 4 shall be redeemed pro rata among all holders of
Class C Common Stock. Any shares of Class C Common Stock that are redeemed
pursuant to this Section 4 or otherwise acquired by the Corporation in any
manner whatsoever shall be canceled and shall not under any circumstances be
reissued and the Corporation may from time to time take such appropriate
corporate action as may be necessary to reduce accordingly the number of
authorized shares of Class C Common Stock. Notwithstanding the foregoing
provisions of this Section (B)4, each time that a holder of Class C Common Stock
seeks to exercise the Class C Redemption Right or the Corporation seeks to
exercise the Corporation Class C Redemption Right, a copy of the Class C
Stockholder Redemption Notice or Corporation Class C Redemption Notice, as
applicable, shall be given by the Corporation (promptly upon its receipt or
issuance of the applicable notice) to each holder of the Preferred Stock and no
redemption of Class C Common Stock shall occur prior to thirty (30) days after
such notice is provided to each holder of Preferred Stock. If any holder of
Preferred Stock exercises its Stockholder Redemption Right during such thirty
(30) day period, no redemption of Class C Common Stock shall occur until all
amounts due to all such exercising holders of Preferred Stock pursuant to
Section (C)3 below have been paid in full.

              (d) Additional Obligation and Right of the Corporation. Within
forty-five (45) days after the end of each calendar quarter, beginning with the
quarter ending March 31, 2001 (the end of each such calendar quarter being the
"4(d) Redemption Date"), (i) the

                                      -10-

Corporation shall be required to redeem 2.5% of the Class C Redemption Amount as
of the end of such quarter in cash for a price equal to 98.9847% of the portion
of the Class C Redemption Amount to be redeemed and (ii) the Corporation shall
have an option to redeem an amount up to an additional 2.5% of the Class C
Redemption Amount as of the end of such quarter in cash for a price equal to
98.9847% of the portion of the Class C Redemption Amount to be redeemed;
provided, that no redemption shall be made pursuant to this subsection (B)(4)(d)
if on the applicable 4(d) Redemption Date, such redemption is prohibited by the
terms of any senior bank debt to which the corporation is a party, without
giving effect to any waiver (or amendment in the nature of a waiver) of such
bank debt agreements for the non-compliance as of the applicable 4(d) Redemption
Date with any of the following provisions of such bank debt agreements: (a)
financial covenants or financial ratios; (b) payment defaults to any such bank
or (c) requirements for delivery of audited financial statements not subject to
a "going concern" qualification. If a redemption does not occur as of the
applicable 4(d) Redemption Date, no redemption shall be made with respect to
that 4(d) Redemption Date if subsequently a redemption could be made. Failure to
effect a redemption on a 4(d) Redemption Date shall not affect the rights and
obligations with respect to any subsequent 4(d) Redemption Date.

              (e) Liquidity Event. Upon the closing of a Liquidity Event, each
share of Class C Common Stock shall, at the option of the holders of Class C
Common Stock either: (i) be converted into Class B Common Stock or, if
applicable into the securities into which the Class B Common Stock is converted
pursuant to Section (A)4 herein or otherwise (and, with respect to the
Additional Shares, at the then applicable Class C Conversion Factor); or (ii) be
redeemed in accordance with the terms and conditions set forth in Section 4(a)
hereof, whether or not within five (5) years of the Class C Initial Issuance
Date. "Liquidity Event" shall mean a sale of all or substantially all of the
assets of the Corporation or a merger of the Corporation that, in the case of
such merger, results in the Corporation's stockholders immediately prior to such
transaction holding less than fifty percent (50%) of the voting power of the
surviving, continuing or purchasing entity. The right of holders of Class C
Common Stock to receive payments pursuant to clause (ii) of this Section
(B)(4)(e) shall be subordinate to the rights of the holders of Preferred Shares.

              (f) Class C Redemption Amount. During the first year after a share
of Class C Common Stock is issued, the Class C Redemption Amount of one such
share of Class C Common Stock shall equal $125 per share, less the Class C
Redemption Amount per such share, if any, that the Corporation redeemed during
such year. After such first year, the Class C Redemption Amount of one share of
Class C Common Stock at the end of any calendar quarter (the "Current Calendar
Quarter") after such first year shall equal the Class C Redemption Amount of
such share at the end of the calendar quarter immediately prior to the Current
Calendar Quarter for which the calculation is being made (or, in the case of the
first such calculation, the end of such first year) (such amount being the
"Prior Class C Redemption Amount"), plus an additional amount equal to 5.7371%
of such Prior Class C Redemption Amount (it being understood that if it is
necessary to calculate the Class C Redemption Amount at any time other than the
end of a calendar quarter, such additional amount shall be pro rated on a per
diem basis over such calendar quarter), less the Class C Redemption Amount per
share, if any, that the Corporation redeemed during the Current Calendar
Quarter.

                                      -11-

              (g) Additional Shares Redemption Amount. The "Additional Shares
Redemption Amount" for each share of Class C Common Stock shall equal the
Appraisal Fair Market Value per share times the number of Additional Shares
(calculated pursuant to Section (B)5(a) hereof). "Appraisal Fair Market Value"
shall be determined by a disinterested independent qualified appraiser (the
"Appraiser") selected by the holder and the Corporation. If the holder and the
Corporation are able to agree upon an Appraiser, such Appraiser shall be
instructed to prepare a written valuation or appraisal (the "Appraisal") within
thirty (30) days after its selection, with the expenses of the first valuation
in any given 12 month period to be borne by the Corporation and, thereafter, to
be borne equally by the Corporation and the holder. If the holder and the
Corporation are not able to agree upon the selection of an Appraiser within a
five (5) day period after the occurrence of the event giving rise to the
valuation, each of the holder and the Corporation will, within five (5) days
after the end of such five (5) day period, select an Appraiser to determine the
Appraisal Fair Market Value. If either the holder or the Corporation fails to
select an Appraiser within such five (5) days, the Appraiser selected by the
other party shall determine the Appraisal Fair Market Value. Each of the
Appraisers so selected will be instructed to furnish both the holder and the
Corporation with a written appraisal within thirty (30) days of its selection,
with the expense of each appraisal to be borne by the party selecting the
Appraiser. If the higher of the appraisals is not more than 110% of the lower
appraisal, then the Appraised Fair Market Value will be the arithmetic average
of the appraisals. If the higher of the appraisals is greater than 110% of the
lower appraisal, the Appraisers shall, within ten days after the issuance of
their respective reports, select a third Appraiser to determine the Appraised
Market Value. The third Appraiser shall furnish a written appraisal within
thirty (30) days of its selection, with the expense thereof to be borne equally
by the holder and the Corporation. The third appraisal shall be arithmetically
averaged with the previous appraisals, and the appraisal furthest from the
average of the three appraisals will be disregarded. The arithmetic average of
the remaining two appraisals will be the Appraisal Fair Market Value. Each
Appraiser engaged to provide an appraisal hereunder will be instructed to (i)
include therein a statement of the criteria applied and assumptions made to
determine the Appraisal Fair Market Value; (ii) arrive at a single calculation
of such fair market value rather than alternative calculations or a range of
calculations; and (iii) not attribute a premium or discount based on the fact
that (1) the shares being valued constitute a majority or less than a majority
of the total issued and outstanding shares of capital stock of the Corporation,
(2) there is no liquid market for the sale and purchase of the shares and (3)
the shares are non-voting. Any appraisal not complying with the foregoing shall
not constitute an appraisal for the purpose hereof. The failure of an Appraiser
to complete an appraisal within thirty (30) days as instructed shall not affect
the validity of such Appraiser's appraisal.

           5. Conversion. The holders of the Class C Common Stock shall have
conversion rights as follows (the "Class C Conversion Rights"):

              (a) Right to Convert. The Class C Common Stock shall be
convertible, at the option of the holder thereof, in whole or in part, at any
time after the date beginning five years after the Class C Initial Issuance
Date, or immediately prior to the consummation of a Liquidity Event, or
immediately prior to a Change of Control of the Corporation at the office of the
Corporation or any transfer agent for such stock, into Class B Common Stock as
provided herein. The number of shares of Class B Common Stock that such holder
shall receive upon conversion

                                      -12-

of one share of Class C Common Stock shall equal the sum of (i) the number of
shares of Class B Common Stock (the "Additional Shares") equal to the product of
the Class C Conversion Factor (as defined below) multiplied by 2.77 1/3 plus
(ii) the Class C Redemption Amount as of the time of conversion of one share of
Class C Common Stock divided by the Conversion Fair Market Value of one share of
the Class B Common Stock. The initial conversion factor (the "Class C Conversion
Factor") shall be one. The Class C Conversion Factor shall be subject to
adjustment from time to time as provided in this Section 5(a). References herein
to conversion of the Class C Common Stock into Class B Common Stock shall
include, if no shares of Class B Common Stock are then outstanding, conversion
into such other securities and/or property into which the Class B Common Stock
has been converted. "Conversion Fair Market Value" of a share of stock means:
(i) in connection with a conversion related to a Qualified IPO, the initial
offering per share price to the public of the equity security sold in the
Qualified IPO; (ii) in connection with a conversion related to a Liquidity
Event, the per share consideration paid to stockholders of the Corporation in
the Liquidity Event (provided that if such per share consideration includes
non-cash consideration, the per share value of such non-cash consideration shall
be calculated (A) for non-cash consideration consisting of shares of publicly
traded securities, based upon the closing price per share of such securities on
the date of the closing of the Liquidity Event or (B) for other non-cash
consideration, in the same manner that the Appraisal Fair Market Value of a
share of stock is calculated; and (iii) in connection with a conversion other
than pursuant to (i) or (ii) above, the Appraisal Fair Market Value of a share
of stock.

                  (i) Except for the Outstanding Rights (as defined below), if
the Corporation issues or sells, or in accordance with Section (B)5(a)(ii) or
(iii) is deemed to have issued or sold after the Class C Initial Issuance Date,
any shares of Common Stock for a consideration per share less than the
Anti-Dilution Fair Market Value (as defined below) of the Class B Common Stock
immediately prior to such time, then immediately upon such issue or sale, the
Class C Conversion Factor shall be adjusted to equal the product obtained by
multiplying the Class C Conversion Factor in effect immediately prior to such
adjustment by a fraction, the numerator of which is the product obtained by
multiplying (A) the Anti-Dilution Fair Market Value of a share of Class B Common
Stock determined on the date of such issue or sale, times (B) the number of
Fully Diluted Shares (as defined below) immediately after such issue or sale and
the denominator of which is the sum obtained by adding (1) the gross
consideration, if any, received by the Corporation upon such issue or sale and
(2) the product obtained by multiplying the Anti-Dilution Fair Market Value of
the Common Stock determined on the date of such issue or sale times the number
of shares of Fully Diluted Shares immediately prior to such issue or sale. For
purposes of this Section (B), "Anti-Dilution Fair Market Value per Share" of
securities shall mean (i) if such securities are traded on a securities
exchange, the average of the closing prices of the securities on such exchange
during the ten (10) trading day period ending three (3) trading days prior to
the applicable date; (ii) if such securities are traded over-the-counter, the
average of the closing sale prices of the securities during the ten (10) trading
day period ending (3) trading days prior to the applicable date; and (iii) if
there is no public market for such securities, the fair market value thereof as
determined in good faith by the Board of Directors of the Company. For purposes
of this Section (B), "Outstanding Rights" shall mean all rights, including
warrants to purchase up to 1,040,000 shares of Common Stock that may be issued
in connection with the Guaranty Agreements (as defined in the Revolving Credit

                                      -13-

and Security Agreement) entered into in connection with the Revolving Credit and
Security Agreement dated December 26, 2000 by and among the Corporation, Bentley
Software, Inc., Atlantech Solutions, Inc. and PNC Bank, National Association
(the "Revolving Credit and Security Agreement") and warrants to purchase up to
988,290 shares of Class B Common Stock issued to the lenders pursuant to the
Revolving Credit and Security Agreement and options to issue or acquire shares
of the Common Stock outstanding on December 21, 2000, (including without
limitation the rights of holders of Preferred Stock whether or not the
applicable shares of Preferred Stock have been released from escrow under the
Escrow Agreement between the Company and Bachow Investment Partners III, L.P.
dated September 18, 2000) and options granted in the future at exercise prices
of not less than Fair Market Value pursuant to the Corporation's employee stock
option plans in effect from time to time and the issuance and sale of the Common
Stock upon exercise of such rights and options. "Fully Diluted Shares" means all
issued and outstanding shares of the Corporation's Class A and Class B Common
Stock and all shares of Class A and Class B Common Stock issuable upon exercise
or conversion of options, warrants, rights, convertible securities (including
the Preferred Stock and Class C Common Stock) and similar rights to subscribe
for or to purchase such shares.

                  (ii) Except for the Outstanding Rights, if the Corporation in
any manner grants any rights or options to subscribe for or to purchase Common
Stock or any stock or other securities convertible into or exchangeable for
Common Stock (for purposes of this Section (B), such rights or portions being
herein called "Rights" and such convertible or exchangeable stock or securities
being herein called "Convertible Securities") after the Class C Initial Issuance
Date and the price per share for which Common Stock is issuable upon the
exercise of such Rights or upon conversion or exchange of such Convertible
Securities is less than the Fair Market Value of the Common Stock in effect
immediately prior to the time of the granting of such Rights, then, for purposes
of this Section 5(a), the total maximum number of shares of Common Stock
issuable upon the exercise of such Rights or upon conversion or exchange of the
total maximum amount of such Convertible Securities issuable upon the exercise
of such Rights shall be deemed to be outstanding and to have been issued and
sold by the Corporation for such price per share. For purposes of this
paragraph, the "price per share for which Common Stock is issuable upon the
exercise for such Rights or upon conversion or exchange of such Convertible
Securities" is determined by dividing (A) the total amount, if any, received or
receivable by the Corporation as consideration for the granting of such Rights,
plus the minimum aggregate amount of additional consideration payable to the
Corporation upon the exercise of all such Rights, plus in the case of such
Rights which relate to Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the issuance
or sale of such Convertible Securities and the conversion or exchange thereof by
(b) the total maximum number of shares of Common Stock issuable upon exercise of
such Rights or upon the conversion or exchange or all such Convertible
Securities issuable upon the exercise of such Rights. No adjustment of the Class
C Conversion Factor shall be made upon the actual issuance of such Common Stock
or of such Convertible Securities upon the exercise of such Rights or upon the
actual issuance of such Common Stock upon conversion or exchange of such
Convertible Securities.

                  (iii) If the Corporation in any manner issues or sells any
Convertible Securities after the Class C Initial Issuance Date and the price per
share for which Common

                                      -14-

Stock is issuable upon such conversion or exchange is less than the Fair Market
Value of the Class B Common Stock in effect immediately prior to the time of
such issue or sale, then, for purposes of this Section 5(a), the maximum number
of shares of Common Stock issuable upon conversion or exchange if such
Convertible Securities shall be deemed to be outstanding and to have been issued
and sold by the Corporation for such price per share. For the purposes of this
paragraph, the "price per share for which Common Stock is issuable upon the
conversion or exchange" is determined by dividing (A) the total amount received
or receivable by the Corporation as consideration for the issue or sale of such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion or
exchange thereof by (B) the total maximum number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities. No
adjustment of the Class C Conversion Factor shall be made upon the actual issue
of such Common Stock or upon conversion or exchange of such Convertible
Securities, and if any such issue or sale of such Convertible Securities is made
upon exercise of any Rights for which adjustment of the Class C Conversion
Factor had been or are to be made pursuant to this Section 5(a), no further
adjustment of the Class C Conversion Factor shall be made by reason of such
issue or sale.

                  (iv) It any Common Stock, Rights or Convertible Securities are
issued or sold or deemed to have been issued or sold for cash, the consideration
received therefor shall be deemed to be the gross amount received by the
Corporation therefor. In case any Common Stock, Rights or Convertible Securities
are issued or sold for a consideration other than cash, the amount of
consideration other than cash received by the Corporation shall be the fair
value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the
Corporation shall be the Fair Market Value thereof as the date of receipt.

                  (v) In case any Right is issued in connection with the issue
or sale of other securities of the Corporation, together comprising one
integrated transaction in which no specific consideration is allocated to such
Rights by the parties thereto, the Rights shall be deemed to have been issued
without consideration.

                  (vi) The number of shares of Common Stock outstanding at any
given time does not include shares owned or held by or for the account of the
Corporation or any subsidiary of the Corporation, and the disposition of any
shares so owned or held shall be considered an issue or sale of Common Stock.

                  (vii) If the Corporation determines a record date of the
holders of Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common Stock, Rights or in Convertible
Securities or (B) to subscribe for or purchase Common Stock, Rights or in
Convertible Securities, then, for purposes of this Section 5(a), such record
date shall be deemed to be the date of the issue or sale of the shares of Common
Stock deemed to have been issued or sold upon the declaration of such dividend
or the making of such other distribution or the date of the granting of such
right of subscription or purchase, as the case may be.

                                      -15-

                  (viii) If the Corporation at any time subdivides (by a stock
split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the Class C
Conversion Factor in effect immediately prior to such subdivision shall be
proportionately increased. If the Corporation at any time combines (by reverse
stock split or otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number of shares, the Class C Conversion Factor in
effect immediately prior to such combination shall be proportionately decreased.

                  (ix) Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the Corporation's
assets to another person or entity or other transaction which is effected in
such a way that holders of Common Stock are entitled to receive (either directly
or upon subsequent liquidation) stock, securities or assets with respect to or
in exchange for Common Stock is referred to herein as "Fundamental Change."
Prior to the consummation of any Fundamental Change, the Corporation shall make
appropriate provision to insure that all holders of Class C Common Stock shall
thereafter have the right to acquire and receive in lieu of or addition to (as
the case may be) the shares of Common Stock immediately theretofore acquirable
and receivable upon the exercise of the conversion right granted hereunder, such
shares of stock, securities or assets as may be issued or payable with respect
to or in exchange for the number of shares of Common Stock immediately
theretofore acquirable and receivable upon exercise of the conversion right
granted hereunder had such Fundamental Change not taken place. In any such case,
the Corporation shall make appropriate provision with respect to the rights and
interests of all holders of Class C Common Stock to insure that the provisions
of this Section 5 shall thereafter be applicable to the Class C Common Stock
including, in the case of any such consolidation, merger or sale in which the
successor entity or purchasing entity is other than the Corporation, an
immediate adjustment of the Class C Conversion Factor taking into account the
value of the Common Stock reflected by the terms of such consolidation, merger
or sale, if the value per share so reflected is less than the Fair Market Value
of the Class B Common Stock in effect immediately prior to such consideration,
merger or sale. The Corporation shall not effect any such consolidation, merger
or sale, unless prior to the consummation thereof, the successor entity (if
other than the Corporation) resulting from consolidation or merger or the entity
purchasing such assets assumes by written instrument, the obligation to deliver
to holders of Class C Common Stock such shares of stock, securities or assets
as, in accordance with the foregoing provisions, such holders may be entitled to
acquire.

                  (x) If all of the Common Stock deliverable upon the exercise
of Rights or Convertible Securities have not been issued when such Rights or
Convertible Securities are no longer outstanding, then the Class C Conversion
Factor promptly shall be readjusted to the Class C Conversion Factor that would
then be in effect had the adjustment upon the issuance of such Rights or
Convertible Securities been made on the basis of the actual number of shares of
Common Stock or Convertible Securities issued upon exercise of such Rights or
the conversion of the Convertible Securities.

                  (xi) If any event occurs of the type contemplated by the
provisions of this Section 5(a) but not expressly provided for by such
provisions, including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features, then the
Board of Directors shall make an appropriate adjustment in the Class C

                                      -16-

Conversion Factor so as to protect the rights of the holders of Class C Common
Stock, provided that no such adjustment shall decrease the Class C Conversion
Factor. However, notwithstanding this Section 5(a)(xi), no adjustment to the
Class C Conversion Factor shall be made upon the granting of stock appreciation
rights, phantom stock rights or other rights with equity features (the
"Quasi-Equity Plans") to employees of or consultants to the Corporation that
effectively give the recipients the benefit only of the appreciation in the
Share Equivalent in excess of the Fair Market Value of the Class B Common Stock
at the date of grant. For the purposes of this Section (B), a "Share Equivalent"
shall mean a right or other arrangement granted under a Quasi-Equity Plan
substantially equivalent to the right to acquire one share of Common Stock or
the right to the appreciation in such share over a specified period of time.

              (b) Automatic Conversion. Each share of Class C Common Stock shall
automatically be converted into Class B Common Stock or, if applicable, into the
securities into which the Class B Common Stock is converted pursuant to Section
(A)4 above or otherwise (at the then applicable Class C Conversion Factor with
respect to the Additional Shares) upon the closing of a Qualified IPO. The
Corporation shall provide each holder of Class C Common Stock with notice of any
event that can result in the conversion of the Class C Common Stock under this
Section 5(b) pursuant to the provisions of Section 10 hereof. "Qualified IPO"
means the Corporation's initial public offering pursuant to an effective
registration statement filed by the Corporation under the Securities Act
covering the offer and sale to the public for the account of the Corporation of
any class or series of common stock or other equity security of the Corporation
resulting in aggregate gross proceeds to the Corporation of not less than $15
million at a "pre-money" valuation of at least $225 million; provided, however,
that a Qualified IPO will be deemed to have occurred as of the end of two
consecutive calendar quarters following a public offering that does not meet the
requirements set forth above if the average daily market capitalization of the
Corporation during such quarters (as measured based upon the price per share of
the securities sold by the Corporation in such public offering) is equal to or
greater than $225 million.

              (c) Mechanics of Conversion. Before any holder of the Class C
Common Stock shall be entitled to convert the same into shares of Class B Common
Stock, he shall surrender the certificate or certificates therefor, duty
endorsed, at the office of the Corporation or of any transfer agent for the
Class C Common Stock, and shall give written notice to the Corporation at its
principal corporate office, of the election to convert the same and shall state
therein the name or names in which the certificate or certificates for shares of
Class B Common Stock are to be issued. The Corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such holder of Class
C Common Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Class B Common Stock to which such
holder shall be entitled as aforesaid. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of such
surrender of the shares of the Class C Common Stock to be converted, and the
person or persons entitled to receive the shares of Class B Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such shares of Class B Common Stock as of such date. If the
conversion is in connection with a Qualified IPO, the conversion may, at the
option of any holder tendering Class C Common Stock for conversion, be
conditioned upon the closing with the underwriters of the sale of securities
pursuant to such offering, in which event the person(s)

                                      -17-

entitled to receive Class B Common Stock upon conversion of such Class C Common
Stock shall not be deemed to have converted such Class C Common Stock until
immediately prior to the closing of such sale of securities.

              (d) No Impairment. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 5 and in the taking of all such action as may
be necessary or appropriate in order to protect the Class C Conversion Rights of
the holders of the Class C Common Stock against impairment.

              (e) No Fractional Shares. No fractional shares shall be issued
upon the conversion of any share or shares of the Class C Common Stock, and the
number of shares of Class B Common Stock to be issued shall be rounded to the
nearest whole share. Whether or not fractional shares are issuable upon such
conversion shall be determined on the basis of the total number of shares of
Class C Common Stock the holder is at the time converting into Class B Common
Stock and the number of shares of Class B Common Stock issuable upon such
aggregate conversion.

              (f) Special Notices. In case at any time:

                  (i) the Corporation shall declare any dividend upon its Common
Stock payable in cash or stock or make any other distribution to the holders of
its Common Stock;

                  (ii) the Corporation shall offer for subscription pro rata to
the holders of its Common Stock any additional shares of stock of any class of
other rights;

                  (iii) there shall be any capital reorganization or
reclassification of the capital stock of the Corporation, or a consolidation or
merger of the Corporation with or into another entity or entities, or a sale,
lease, abandonment, transfer or other disposition of all or substantially all of
the assets of the Corporation; or

                  (iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by delivery
in person, certified or registered mail, return receipt requested, telecopier or
telex, addressed to each holder of any shares of Class C Common Stock at the
address of such holder as shown on the books of the Corporation: (a) at least
twenty (20) days prior written notice of the date on which the books of the
Corporation shall close or a record shall be taken for such dividend,
distribution or subscription rights or for determining rights to vote in respect
of any such reorganization, reclassification, consolidation, merger,
disposition, dissolution, liquidation or winding up, or (b) if a record date
shall not be established for any of the foregoing, at least twenty (20) days
prior written notice of the date when the same shall take place. Such notice, in
the case of any such dividend, distribution or subscription rights, shall
specify the applicable terms and the date on

                                      -18-

which the holders of Common Stock shall be entitled thereto and such notice in
accordance with the foregoing clause (b) shall also specify the applicable terms
and the date on which the holders of Common Stock shall be entitled to exchange
their Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding up, as the case may be.

              (g) Other Notices. Any other notice required by the provisions of
this Section 5 to be given to the holders of shares of the Class C Common Stock
shall be deemed given if deposited in the U.S. mail, postage prepaid, and
addressed to each holder of record at his address appearing on the books of the
Corporation.

           6. Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times use its best efforts to reserve and keep available out of its
authorized but unissued shares of Class B Common Stock, solely for the purpose
of effecting the conversion of the shares of the Class C Common Stock, such
number of its shares of Class B Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of the Class C
Common Stock; and if at any time the number of authorized but unissued shares of
Class B Common Stock shall not be sufficient to effect the conversion of all
then outstanding shares of the Class C Common Stock, in addition to such other
remedies as shall be available to the holder of such Class C Common Stock, the
Corporation shall take action to increase its authorized but unissued shares of
Class B Common Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation engaging in best efforts to obtain the
requisite shareholder approval of any necessary amendment to this Certificate of
Incorporation.

           7. Board of Directors.

              (a) After the Class C Initial Issuance Date, and prior to (i) the
Corporation selling 150,000 shares of Class C Common Stock pursuant to the
Securities Purchase Agreement dated December 26, 2000 (the "Securities Purchase
Agreement") or (ii) the Class C Redemption Amount of the Class C Common Stock
issued on the Class C Initial Issuance Date reaching $10 million, as long as
there is Class C Common Stock outstanding, the Corporation shall permit a
representative of the holders of the Class C Common Stock (which representative
shall be selected by the vote of the holders of a majority of the shares of the
Class C Common Stock, which holders shall, for the purposes of such vote, not
include the Insiders or holders controlled by the Insiders) (the "Observer") to
attend each meeting of the Board of Directors of the Corporation and each
meeting of any committee of the Board of Directors of the Corporation as a
non-voting observer; provided, however, that the Corporation reserves the right
to exclude the Observer from access to any material or meeting or portion
thereof if the Corporation believes that such exclusion is reasonably necessary
to preserve the attorney-client privilege and, provided, further, that the
Observer agrees to keep all materials and other information received by him or
her confidential. The Corporation shall give the Observer the same notice of
meeting and other materials that are given to the directors, including copies of
minutes of each meeting.

              (b) Beginning on the date that (i) the Corporation has sold
150,000 shares of Class C Common Stock pursuant to the Securities Purchase
Agreement or (ii) the Class C Redemption Amount of the Class C Common Stock
issued on the Class C Initial Issuance Date has reached $10 million, as long as
there is Class C Common Stock outstanding, the holders of

                                      -19-

the Class C Common Stock shall be entitled, but not obligated, to elect one (1)
director (which director shall be selected by the vote of the holders of a
majority of the shares of the Class C Common Stock, which holders shall, for the
purposes of such vote, not include the Insiders or holders controlled by the
Insiders) (the "Class C Common Stock Director") to serve on the Corporation's
Board of Directors. The Class C Common Stock Director shall be entitled to serve
on all Board Committees. At any meeting (or in a written consent in lieu
thereof) held for the purpose of electing directors, the presence in person or
by proxy (or the written consent) of the holders of a majority of shares of
Class C Common Stock other than the Insiders or holders controlled by the
Insiders shall constitute a quorum of the Class C Common Stock for the election
of the Class C Common Stock Director; but shall not otherwise affect the quorum
requirements for the meeting generally. In no event shall the Class C Common
Stock Director be a Bentley. A vacancy in the directorship held by the Class C
Common Stock Director shall be filled only by vote or written consent of the
holders of a majority of the shares of the Class C Common Stock, which holders
shall, for the purposes of such vote, not include the Insiders or holders
controlled by the Insiders.

           8. Status of Converted Stock. In the event any shares of Class C
Common Stock shall be converted pursuant to Section (B)5 hereof, the shares so
converted shall be canceled and shall not be issuable by the Corporation. The
Certificate of Incorporation of the Corporation shall be appropriately amended
to effect the corresponding reduction in the Corporation's authorized capital
stock.

           9. Notices. (a) All notices and other communications from the
Corporation to holders of the Class C Common Stock shall be mailed by
first-class certified mail, postage prepaid, to the address furnished to the
Corporation in writing by the last holder of the Class C Common Stock who shall
have furnished an address to the Corporation in writing.

              (b) In the event:

           (1) the Corporation shall authorize issuance to all holders of Common
Stock of rights or warrants to subscribe for or purchase capital stock of the
Corporation or of any other subscription rights or warrants;

           (2) the Corporation shall authorize any dividend or other
distribution payable in evidences of its indebtedness, cash or assets;

           (3) of any Liquidity Event or consolidation or merger or change of
control to which the Corporation is a party, or of the conveyance or transfer of
the properties and assets of the Corporation substantially as an entirety, or of
any capital reorganization or reclassification or change of the Common Stock;

           (4) of the voluntary or involuntary dissolution, liquidation or
winding up to the Corporation;

           (5) of the consummation of a Qualified IPO; and

                                      -20-

           (6) the Corporation proposes to take any other action which would
require an adjustment of the Class C Conversion Factor;

make any distribution upon any class or series of stock of the Corporation
(other than the Preferred Stock, the Class C Common Stock or the Class D Common
Stock); provided, however, that the Board of Directors may authorize the
Corporation to repurchase equity securities of the Corporation from former
employees of the Corporation, other than the Bentleys, from time to time, so
long as each such repurchase from a former employee, when combined with other
repurchases for former employees does not exceed $250,000 per year.

           (C) Preferred Stock. The Preferred Stock shall have the rights,
preferences, privileges and restrictions as set forth below.

           1. Dividend Provisions. From September 18, 1998, the holders of
shares of the Preferred Stock shall be entitled to receive dividends, out of any
assets legally available therefor, prior and in preference to any declaration or
payment of any dividend (payable other than in Common Stock or other securities
and rights convertible into or entitling the holder thereof to receive, directly
or indirectly, additional shares of Common Stock of the Corporation) on the
Common Stock of the Corporation, at the rate of One Dollar and Ninety-Five and
22/100 Cents ($1.9522) per annum, pro rated for partial years, on each
outstanding share of the Preferred Stock (appropriately adjusted for stock
splits, reverse stock splits, stock dividends, merger and recapitalizations),
payable quarterly when, as and if declared by the Board of Directors. Such
dividends shall be cumulative and unpaid dividends shall compound annually at
the rate of Twenty and Two Hundred and One Thousandths percent (20.201%) per
annum. The amount of cumulative accrued and unpaid dividends at any date, after
giving effect to such compounding, is hereinafter referred to as the "Accrued
Dividends." Except for the redemptions of Class C Common Stock required or
permitted under Section (B)4(d) hereof, the Corporation shall not declare or pay
any dividend or set aside a sum sufficient for such payment, or make any
distribution, in respect of the shares of the Common Stock while any share of
the Preferred Stock is outstanding without first obtaining the approval (by vote
or written consent, as provided by law) of the holders of at least a majority of
the then outstanding shares of the Preferred Stock, voting together as a class
(the "Required Holders"). In the event of any such dividend, set aside or
distribution, the holders of shares of the Preferred Stock shall participate
with holders of shares of Common Stock on a pro rata basis, based on the number
of shares of Common Stock held by each (assuming conversion of all such shares
of the Preferred Stock into Class B Common Stock or, if no shares of Class B
Common Stock are then outstanding, such class of Common Stock into which the
Class B Common Stock has been converted, on the terms set forth herein), in the
receipt of such dividends when, as and if declared by the Board of Directors
(other than a dividend payable in Common Stock or other equity securities or
rights convertible into or entitling the holder thereof to receive, directly or
indirectly, additional shares of Common Stock), which dividends shall be in
addition to and not in lieu of the Accrued Dividends. As used in this Section 1,
the term "distribution" shall not include the repurchase of shares of Common
Stock except on a pro rata basis from all holders of Common Stock.

           2. Liquidation Preference.

                                      -21-

              (a) In the event of any liquidation, dissolution or winding up of
the Corporation, either voluntary or involuntary, the holders of the Preferred
Stock shall be entitled to (i) convert their respective shares of Preferred
Stock into Class B Common Stock in accordance with Section 4 below, or (ii) have
the Preferred Stock redeemed in accordance with Section 3 hereof, whether or not
within four and one-half (4-1/2) years of the Initial Issuance Date (as deemed
below). Such payment shall be prior and in preference to any distribution of any
of the assets of the Corporation to the holders of the Common Stock by reason of
their ownership thereof.

              (b) Upon the completion of the distributions required by Section
(C)2(a) above, the remaining assets of the Corporation available for
distribution to shareholders shall be distributed among the holders of Common
Stock pro rata based on the number of shares of Common Stock held by each.

              (c) For purposes of this Section 2, a liquidation, dissolution or
winding up of the Corporation shall be deemed to be occasioned by, or to include
(without limitation), (i) the acquisition of the Corporation by another entity
by means of any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation, but excluding
any merger effected exclusively for the purpose of changing the domicile of the
Corporation or any merger of the Corporation with or into a wholly-owned
subsidiary of the Corporation that does not affect the ownership of the
Corporation) or (ii) a sale of a majority of the assets of the Corporation.

              (d) The Corporation shall give each holder of record of the
Preferred Stock written notice of a transaction referred to in Section (C)2(c)
not later than twenty (20) days prior to the shareholders' meeting called to
approve such transaction, or twenty (20) days prior to the closing of such
transaction, whichever is earlier, and shall also notify such holders in writing
of the final approval of such transaction. The first of such notices shall
describe the material terms and conditions of the impending transaction and the
provisions of this Section 2, and the Corporation shall thereafter give such
holders prompt notice of any material changes. The transaction shall in no event
take place sooner than twenty (20) days after the Corporation has given the
first notice provided for herein or sooner than ten (10) days after the
Corporation has given notice of any material changes provided for herein;
provided, however, that such periods may be shortened upon the written consent
of the Required Holders.

              (e) In the event the requirements of Section (C)2(d) are not
complied with, the Corporation shall forthwith either:

                  (i) cause the closing of such transaction to be postponed
until such time as the requirements of this Section 2 have been complied with;
or

                  (ii) cancel such transaction, in which event the rights,
preferences and privileges of the holders of the Preferred Stock shall revert to
and be the same as such rights, preferences and privileges existing immediately
prior to the date of the first notice referred to in Section (C)2(d).

           3. Redemption.

                                      -22-

              (a) At the Option of Holders of the Preferred Stock. The Preferred
Stock is redeemable by any one or more holders of Preferred Stock in whole or in
part from time to time (the "Stockholder Redemption Right") at any time on or
after four and one-half (4-1/2) years after the date that the Preferred Stock is
first issued (the "Initial Issuance Date") on written notice (the "Stockholder
Redemption Notice") at the option of any such holder of the Preferred Stock for
Nine Dollars Sixty Six and 21/100 Cents ($9.6621) per share (the "Face Amount")
plus Accrued Dividends to the date that the redemption payment is made
(collectively, the "Redemption Amount"). Notwithstanding the foregoing, the
Stockholder Redemption Right and the Corporation Redemption Right (as defined
below) shall terminate upon the earlier of the closing of (i) a Sale of the
Corporation (as defined below); or (ii) an IPO.

              (b) At the Option of the Corporation. The Corporation (on thirty
(30) days (the "Notice Period") prior written notice (such notice from the
Corporation referred to herein as the "Corporation Redemption Notice")) shall
have the right to redeem all, but not less than all of the Preferred Stock (the
"Corporation Redemption Right") for the Redemption Amount on or after six and
one-half (6 1/2) years after the Initial Issuance Date.

              (c) Payment of the Redemption Amount. If any holder of the
Preferred Stock exercises the Stockholder Redemption Right, the Corporation
shall pay the Redemption Amount in cash within one hundred twenty (120) days of
receiving the Stockholder Redemption Notice. If the Corporation exercises the
Corporation Redemption Right, the Corporation shall pay the Redemption Amount in
cash within thirty (30) days following the earlier of (i) expiration of the
Notice Period, or (ii) notification from the holders of the Preferred Stock that
they will not convert their Preferred Stock (each such time period referred to
hereafter as a "Prescribed Period"). If the Corporation fails to pay the
Redemption Amount within the applicable Prescribed Period, the Corporation shall
instead pay the exercising holder an amount equal to $36,203,574 multiplied by a
fraction, the numerator of which equals the number of shares of the Preferred
Stock held by the exercising holder immediately prior to redemption and the
denominator of which equals 1,552,450 (the "Delinquent Redemption Amount"). The
Preferred Stock shall continue to accrue dividends as provided in Section (C)1
herein. The Delinquent Redemption Amount shall accrue interest at the annual
rate of 4% (or, if less, the maximum rate permitted by applicable law) from the
date of the Stockholder Exercise Notice or the Corporation Exercise Notice
(whichever is applicable) to the earlier of the date of payment or the
Prescribed Period Deadline, as defined below. If the Corporation is required but
fails to pay the Delinquent Redemption Amount plus accrued interest within
ninety (90) days following the expiration of the applicable Prescribed Period
(the "Prescribed Period Deadline"), the Corporation shall instead pay the
exercising holder an amount equal to any interest accrued pursuant to this
Section 3(c) plus an amount equal to $37,108,663, multiplied by a fraction. the
numerator of which equals the number of shares of the Preferred Stock held by
the exercising holder immediately prior to redemption and the denominator of
which equals 1,552,450 (the "Second Delinquent Redemption Amount"). The
Preferred Stock shall continue to accrue dividends as provided in Section (C)1
herein. The Second Delinquent Redemption Amount shall accrue interest at the
annual rate of 4% (or, if less, the maximum rate permitted by applicable law)
from the Prescribed Period Deadline to the date of payment. If the funds of the
Corporation legally available for redemption of shares of Preferred Stock are
insufficient to redeem the total number of shares of Preferred Stock to be
redeemed, then (x) the holders of such shares shall share ratably in any

                                      -23-

funds legally available for redemption of such shares according to the
respective amounts which would be payable to them if the full number of shares
to be redeemed were actually redeemed; and (y) the Corporation shall only be
required to pay the Redemption Amount out of funds legally available therefor
and not the Delinquent Redemption Amount nor the Second Delinquent Redemption
Amount; however, once the funds of the Corporation legally available for
redemption of shares of the Preferred Stock are sufficient to redeem any
unredeemed shares of Preferred Stock to be redeemed pursuant to this Section
3(c) then if the Corporation fails to pay the Redemption Amount within thirty
(30) days from such time, the Corporation shall pay the exercising holder the
Delinquent Redemption Amount (less the product of the portion of the Redemption
Amount already paid multiplied by 105%) which amount shall accrue interest at
the annual rate of 4% (or, if less, the maximum rate permitted under applicable
law) to the earlier of the date of payment or ninety (90) days following the
time that the funds of the Corporation became legally available for redemption
of the shares of the Preferred Stock and, if the Corporation fails to pay the
Delinquent Redemption Amount within such ninety (90) day period the Corporation
shall pay the exercising holder the Second Delinquent Redemption Amount (less
the product of the Delinquent Redemption Amount already paid multiplied by
102.5%), which amount shall accrue interest at the annual rate of 4% (or, if
less, the maximum rate permitted under applicable law) until the date of
payment. The shares of Preferred Stock required to be redeemed but not so
redeemed shall remain outstanding and entitled to all rights and preferences
provided herein. At any time thereafter when additional funds of the Corporation
are legally available for the redemption of such shares of Preferred Stock, such
funds shall be used, at the end of the next succeeding calendar quarter, to
redeem the balance of such shares, or such portion thereof for which funds are
then legally available, on the basis set forth above. Any shares of Preferred
Stock redeemed pursuant to this Section 3 or otherwise acquired by the
Corporation in any manner whatsoever shall be canceled and shall not under any
circumstances be reissued and the Corporation may from time to time take such
appropriate corporate action as may be necessary to reduce accordingly the
number of authorized shares of Preferred Stock.

              (d) Sale of the Corporation.

                  (i) In the event there is a Sale of the Corporation during the
one (1) year period following exercise of the Stockholder Redemption Right or
the Corporation Redemption Right, the Corporation shall pay the redeeming
holders of the Preferred Stock (the "Redeeming Stockholders"), in addition to
the Redemption Amount, an amount equal to the amount, if any, by which the
Redemption Amount is less than the amount that the Redeeming Stockholders would
have received (with any non-cash consideration valued at its Fair Market Value
(as defined below)) had they remained stockholders of the Corporation (assuming
the Redeeming Stockholders would have converted their shares of the Preferred
Stock to Class B Common Stock prior to the sale) (the "Lookback Amount"). A
"Sale of the Corporation" shall mean the entering into of any legally binding
oral or written agreement (provided that closing occurs pursuant to such
agreement regardless of whether such closing occurs prior or subsequent to one
(1) year after the exercise of the Stockholder Redemption Right or the
Corporation Redemption Right and, provided further, that in the case of a
legally binding oral agreement, within 16 months after such exercise, such oral
agreement is reduced to a written agreement or the closing occurs) or the
closing of a transaction, pursuant to which (1) the Corporation's stockholders
receive directly or indirectly cash and/or other consideration (including
without

                                      -24-

limitation securities) and (ii) (A) a majority of the Corporation's consolidated
assets are to be sold; or (B) a majority of the Corporation's fully diluted
common equity is to become beneficially owned (as a result of a stock sale,
merger or otherwise) by an individual or entity or group (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended) that does not own a
majority of the fully diluted common equity as of the Initial Issuance Date.
Notwithstanding the foregoing, the Corporation shall only be obligated to pay
the Lookback Amount to Redeeming Stockholders provided the Sale of the
Corporation is to a purchaser with whom the Corporation had discussions (or with
whose representatives the Corporation had discussions) regarding a potential
Sale of the Corporation during the period commencing six (6) months prior to the
exercise of the Redemption Right and ending on the date of exercise of the
Redemption Right.

                  (ii) Upon the closing of a sale of the Corporation in a
transaction in which the holders of Common Stock receive (i) publicly traded
securities of the acquiring entity in the transaction, or (ii) cash, or any
combination of (i) and (ii), each share of Preferred Stock shall, at the option
of the holders of Preferred Stock either: (x) be converted into Class B Common
Stock or, if applicable into the securities into which the Class B Common Stock
is converted pursuant to Section (A)4 herein or otherwise (at the then
applicable Conversion Ratio); or (y) be redeemed in accordance with the terms
and conditions set forth in Section 3 hereof, whether or not within four (4)
years of the Initial Issuance Date.

           4. Conversions. The holders of the Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):

              (a) Right to Convert. The Preferred Stock shall be convertible, at
the option of the holder thereof, at any time after the date of issuance of such
Preferred Stock, at the office of the Corporation or any transfer agent for such
stock, into Class B Common Stock as provided herein. The initial conversion
ratio (the "Conversion Ratio") (i.e., the number of shares of Class B Common
Stock issuable upon conversion of each share of Preferred Stock) shall be one to
one. The Conversion Ratio shall be subject to adjustment from time to time as
provided in this Section 4(a); provided, however, that the Conversion Ratio
shall not be adjusted in connection with the issuance of Class C Common Stock
prior to April 1, 2001 or any conversion of such Class C Common Stock.
References herein to conversion of the Preferred Stock into Class B Common Stock
shall include, if no shares of Class B Common Stock are then outstanding,
conversion into such other securities and/or property into which the Class B
Common Stock has been converted.

                  (i) Except for the Outstanding Rights (as defined below), if
the Corporation issues or sells, or in accordance with Section (C)4(a)(ii) or
(iii) is deemed to have issued or sold after September 18, 1998, any shares of
Common Stock for a consideration per share less than the Fair Market Value (as
defined below) of the Common Stock immediately prior to such time; then
immediately upon such issue or sale, the Conversion Ratio shall be adjusted to
equal the product obtained by multiplying the Conversion Ratio in effect
immediately prior to such adjustment by a fraction, the numerator of which is
the product obtained by multiplying (A) the Fair Market Value of the Common
Stock determined on the date of such issue or sale, times (B) the number of
Fully Diluted Shares as defined below) immediately after such issue or sale and
the denominator of which is the sum obtained by adding (1) the gross

                                      -25-

consideration, if any, received by the Corporation upon such issue or sale and
(2) the product obtained by multiplying the Fair Market Value of the Common
Stock determined on the date of such issue or sale times the number of shares of
Fully Diluted Shares immediately prior to such issue or sale. For purposes of
this Section (C), "Fair Market Value" shall mean: (i) if traded on a securities
exchange or The Nasdaq National Market, the average of the closing prices of the
securities on such exchange during the twenty (20) trading day period ending
three (3) days prior to the date of issue or sale; (ii) if traded
over-the-counter, the average of the last bid or sales prices (whichever is
applicable) during the twenty (20) trading day period ending three (3) trading
days prior to the date of issue or sale; and (iii) if there is no public market,
the fair market value thereof. Each holder of Preferred Stock shall have the
right but not the obligation to utilize as the Fair Market Value for this
Section (C), the amount determined as Appraisal Fair Market Value for purposes
of Section (B) as of the relevant time. For purposes of this Section (C),
"Outstanding Rights" shall mean all rights and options to issue or acquire the
Common Stock outstanding on September 18, 1998, and options granted in the
future at exercise prices of not less than Fair Market Value pursuant to the
Corporation's employee stock option plans in effect from time to time and the
issuance and sale of the Common Stock upon exercise of such rights and options.
Notwithstanding any other provision of this Section (B)4, no adjustment of the
Conversion Ratio shall be made upon the issuance of Class C Common Stock or the
warrants issued in connection therewith (the "Class C Warrants") or upon any
anti-dilution adjustment to the Class C Common Stock or the Class C Warrants
(collectively, the "Class C Securities") or upon the issue of Common Stock upon
conversion or exercise of the Class C Securities and no adjustment of the
Conversion Ratio shall be made upon the issuance of Class D Common Stock or upon
any anti-dilution adjustment to the Class D Common Stock or upon the issue of
Common Stock upon conversion or exercise of the Class D Common Stock.

                  (ii) Except for the Outstanding Rights, if the Corporation in
any manner grants any rights or options to subscribe for or to purchase Common
Stock or any stock or other securities convertible into or exchangeable for
Common Stock (for purposes of this Section (C) such rights or portions being
herein called "Rights" and such convertible or exchangeable stock or securities
being herein called "Convertible Securities") after September 18, 1998 and the
price per share for which Common Stock is issuable upon the exercise of such
Rights or upon conversion or exchange of such Convertible Stock is less than the
Fair Market Value of the Common Stock in effect immediately prior to the time of
the granting of such Rights, then, for purposes of this Section 4(a), the total
maximum number of shares of Common Stock issuable upon the exercise of such
Rights or upon conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Rights shall be deemed
to be outstanding and to have been issued and sold by the Corporation for such
price per share. For purposes of this paragraph, the "price per share for which
Common Stock is issuable upon the exercise for such Rights or upon conversion or
exchange of such Convertible Securities" is determined by dividing (A) the total
amount, if any, received or receivable by the Corporation as consideration for
the granting of such Rights, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon the exercise of all such Rights,
plus in the case of such Rights which relate to Convertible Securities, the
minimum aggregate amount of additional consideration, if any, payable to the
Corporation upon the issuance or sale of such Convertible Securities and the
conversion or exchange thereof by (b) the total maximum number of shares of
Common Stock issuable upon exercise of such

                                      -26-

Rights or upon the conversion or exchange or all such Convertible Securities
issuable upon the exercise of such Rights. No adjustment of the Conversion Ratio
shall be made upon the actual issuance of such Common Stock or of such
Convertible Securities upon the exercise of such Rights or upon the actual
issuance of such Common Stock upon conversion or exchange of such Convertible
Securities.

                  (iii) If the Corporation in any manner issues or sells any
Convertible Securities after September 18, 1998 and the price per share for
which Common Stock is issuable upon such conversion or exchange is less than the
Fair Market Value of the Common Stock in effect immediately prior to the time of
such issue or sale, then, for purposes of this Section 4(a), the maximum number
of shares of Common Stock issuable upon conversion or exchange if such
Convertible Securities shall be deemed to be outstanding and to have been issued
and sold by the Corporation for such price per share. For the purposes of this
paragraph, the "price per share for which Common Stock is issuable upon the
conversion or exchange" is determined by dividing (A) the total amount received
or receivable by the Corporation as consideration for the issue or sale of such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion or
exchange thereof by (B) the total maximum number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities. No
adjustment of the Conversion Ratio shall be made upon the actual issue of such
Common Stock or upon conversion or exchange of such Convertible Securities, and
if any such issue or sale of such Convertible Securities is made upon exercise
of any Rights for which adjustment of the Conversion Ratio had been or are to be
made pursuant to this Section 4(a), no further adjustment of the Conversion
Ratio shall be made by reason of such issue or sale.

                  (iv) If any Common Stock, Rights or Convertible Securities are
issued or sold or deemed to have been issued or sold for cash, the consideration
received therefor shall be deemed to be the gross amount received by the
Corporation therefor. In case any Common Stock, Rights or Convertible Securities
are issued or sold for a consideration other than cash, the amount of
consideration other than cash received by the Corporation shall be the fair
value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the
Corporation shall be the Fair Market Value thereof as the date of receipt.

                  (v) In case any Right is issued in connection with the issue
or sale of other securities of the Corporation, together comprising one
integrated transaction in which no specific consideration is allocated to such
Rights by the parties thereto, the Rights shall be deemed to have been issued
without consideration.

                  (vi) The number of shares of Common Stock outstanding at any
given time does not include shares owned or held by or for the account of the
Corporation or any subsidiary of the Corporation, and the disposition of any
shares so owned or held shall be considered an issue or sale of Common Stock.

                  (vii) If the Corporation determines a record date of the
holders of Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common Stock, Rights or in Convertible
Securities or (B) to subscribe for or purchase

                                      -27-

Common Stock, Rights or in Convertible Securities, then, for purposes of this
Section 4(a), such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.

                  (viii) If the Corporation at any time subdivides (by a stock
split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the
Conversion Ratio in effect immediately prior to such subdivision shall be
proportionately increased. If the Corporation at any time combines (by reverse
stock split or otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number of shares, the Conversion Ratio in effect
immediately prior to such combination shall be proportionately decreased.

                  (ix) Prior to the consummation of any Fundamental Change, the
Corporation shall make appropriate provision to insure that all holders of
Preferred Stock shall thereafter have the right to acquire and receive in lieu
of or addition to (as the case may be) the shares of Common Stock immediately
theretofore acquirable and receivable upon the exercise of the conversion right
granted hereunder, such shares of stock, securities or assets as may be issued
or payable with respect to or in exchange for the number of shares of Common
Stock immediately theretofore acquirable and receivable upon exercise of the
conversion right granted hereunder had such Fundamental Change not taken place.
In any such case, the Corporation shall make appropriate provision with respect
to the rights and interests of all holders of Preferred Stock to insure that the
provisions of this Section 4 shall thereafter be applicable to the Preferred
Stock including, in the case of any such consolidation, merger or sale in which
the successor entity or purchasing entity is other than the Corporation, an
immediate adjustment of the Conversion Ratio taking into account the value of
the Common Stock reflected by the terms of such consolidation, merger or sale,
if the value per share so reflected is less than the Fair Market Value of the
Common Stock in effect immediately prior to such consideration, merger or sale.
The Corporation shall not effect any such consolidation, merger or sale, unless
prior to the consummation thereof, the successor entity (if other than the
Corporation) resulting from consolidation or merger or the entity purchasing
such assets assumes by written instrument, the obligation to deliver to holders
of Preferred Stock such shares of stock, securities or assets as, in accordance
with the foregoing provisions, such holders may be entitled to acquire.

                  (x) If all of the Common Stock deliverable upon the exercise
of Rights or Convertible Securities have not been issued when such Rights or
Convertible Securities are no longer outstanding, then the Conversion Ratio
promptly shall be readjusted to the Conversion Ratio that would then be in
effect had the adjustment upon the issuance of such Rights or Convertible
Securities been made on the basis of the actual number of shares of Common Stock
or Convertible Securities issued upon exercise of such Rights or the conversion
of the Convertible Securities.

                  (xi) If any event occurs of the type contemplated by the
provisions of this Section 4(a) but not expressly provided for by such
provisions, including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features, then the
Board of Directors shall make an appropriate adjustment in the Conversion

                                      -28-

Ratio so as to protect the rights of the holders of Preferred Stock, provided
that no such adjustment shall decrease the Conversion Ratio. However,
notwithstanding this Section 4(a)(xi), no adjustment to the Conversion Ratio
shall be made upon the granting of rights with equity features under
Quasi-Equity Plans to employees of or consultants to the Corporation that
effectively give the recipients the benefit only of the appreciation in the
Share Equivalent in excess of the Fair Market Value of the Common Stock at the
date of grant. For the purposes of this Section (C), a "Share Equivalent" shall
mean a right or other arrangement granted under a Quasi-Equity Plan
substantially equivalent to the right to acquire one share of Common Stock or
the right to the appreciation in such share over a specified period of time.

              (b) Automatic Conversion. Each share of Preferred Stock shall
automatically be converted into Class B Common Stock or, if applicable, into the
securities into which the Class B Common Stock is converted pursuant to Section
(A)4 above or otherwise (at the then applicable Conversion Ratio) upon the
closing of an IPO.

              (c) Mechanics of Conversion. Before any holder of the Preferred
Stock shall be entitled to convert the same into shares of Class B Common Stock,
he shall surrender the certificate or certificates therefor, duly endorsed, at
the office of the Corporation or of any transfer agent for the Preferred Stock,
and shall give written notice to the Corporation at its principal corporate
office, of the election to convert the same and shall state therein the name or
names in which the certificate or certificates for shares of Class B Common
Stock are to be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Preferred Stock,
or to the nominee or nominees of such holder, a certificate or certificates for
the number of shares of Class B Common Stock to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of the Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Class B Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Class B Common Stock as of such date. If the conversion is in
connection with an IPO, the conversion may, at the option of any holder
tendering Preferred Stock for conversion, be conditioned upon the closing with
the underwriters of the sale of securities pursuant to such offering, in which
event the person(s) entitled to receive Class B Common Stock upon conversion of
such Preferred Stock shall not be deemed to have converted such Preferred Stock
until immediately prior to the closing of such sale of securities.

              (d) No Impairment. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 4 and in the taking of all such action as may
be necessary or appropriate in order to protect the Conversion Rights of the
holders of the Preferred Stock against impairment.

              (e) No Fractional Shares. No fractional shares shall be issued
upon the conversion of any share or shares of the Preferred Stock, and the
number of shares of Class B Common Stock to be issued shall be rounded to the
nearest whole share. Whether or not

                                      -29-

fractional shares are issuable upon such conversion shall be determined on the
basis of the total number of shares of Preferred Stock the holder is at the time
converting into Class B Common Stock and the number of shares of Class B Common
Stock issuable upon such aggregate conversion.

              (f) Special Notices. In case at any time:

                  (i) the Corporation shall declare any dividend upon its Common
Stock payable in cash or stock or make any other distribution to the holders of
its Common Stock;

                  (ii) the Corporation shall offer for subscription pro rata to
the holders of its Common Stock any additional shares of stock of any class or
other rights;

                  (iii) there shall be any capital reorganization or
reclassification of the capital stock of the Corporation, or a consolidation or
merger of the Corporation with or into another entity or entities, or a sale,
lease, abandonment, transfer or other disposition of all or substantially all of
the assets of the Corporation; or

                  (iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by delivery
in person, certified or registered mail, return receipt requested, telecopier or
telex, addressed to each holder of any shares of Preferred Stock at the address
of such holder as shown on the books of the Corporation: (a) at least twenty
(20) days prior written notice of the date on which the books of the Corporation
shall close or a record shall be taken for such dividend, distribution or
subscription rights or for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding up, or (b) if a record date shall not be
established for any of the foregoing, at least twenty (20) days prior written
notice of the date when the same shall take place. Such notice, in the case of
any such dividend, distribution or subscription rights, shall specify the
applicable terms and the date on which the holders of Common Stock shall be
entitled thereto and such notice in accordance with the foregoing clause (b)
shall also specify the applicable terms and the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding up, as
the case may be.

              (g) Other Notices. Any other notice required by the provisions of
this Section 4 to be given to the holders of shares of the Preferred Stock shall
be deemed given if deposited in the U.S. mail, postage prepaid, and addressed to
each holder of record at his address appearing on the books of the Corporation.

              (h) Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Class B Common Stock, solely for the purpose of effecting the
conversion of the shares of the Preferred Stock, such number of its shares of
Class B Common Stock as shall from time to time be sufficient to

                                      -30-

effect the conversion of all outstanding shares of the Preferred Stock, and if
at any time the number of authorized but unissued shares of Class B Common Stock
shall not be sufficient to effect the conversion of all then outstanding shares
of the Preferred Stock, in addition to such other remedies as shall be available
to the holder of such Preferred Stock, the Corporation will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Class B Common Stock to such number of shares
as shall be sufficient for such purposes, including, without limitation engaging
in best efforts to obtain the requisite shareholder approval of any necessary
amendment to this Certificate of Incorporation.

           5. Voting Rights. Except as otherwise provided herein or as required
by applicable law, holders of the Preferred Stock shall not have any voting
rights.

           6. Board of Directors. So long as any shares of the Preferred Stock
are outstanding, the holders of the Preferred Stock shall be entitled, but not
obligated, to elect one (1) director (the "Preferred Stock Director") to serve
on the Corporation's Board of Directors. The Preferred Stock Director shall be
entitled to serve on all Board Committees. If at any time the Corporation's
Board shall increase to eight (8) or more members, including the Preferred Stock
Director, the holders of the Preferred Stock shall be entitled, but not
obligated, to elect an additional director (the "Supplemental Preferred Stock
Director"). The Supplemental Preferred Stock Director shall have the same rights
and privileges as the Preferred Stock Director other than the entitlement to
serve on Board Committees. At any meeting (or in a written consent in lieu
thereof) held for the purpose of electing directors, the presence in person or
by proxy (or the written consent) of the holders of a majority of the shares of
Preferred Stock then outstanding shall constitute a quorum of the Preferred
Stock for the election of the Preferred Stock Director (and the Supplemental
Preferred Stock Director when applicable); but shall not otherwise affect the
quorum requirements for the meeting generally. A vacancy in the directorship
held by the Preferred Stock Director (and the Supplemental Preferred Stock
Director where applicable) shall be filled only by vote or written consent of
the holders of the Preferred Stock.

           7. Status of Converted Stock. In the event any shares of Preferred
Stock shall be converted pursuant to Section (C)4 hereof, the shares so
converted shall be canceled and shall not be issuable by the Corporation. The
Certificate of Incorporation of the Corporation shall be appropriately amended
to effect the corresponding reduction in the Corporation's authorized capital
stock.

           FIFTH: The name and mailing address of the incorporator is as
follows:

                   Name                Mailing Address
                   ----                ---------------

              David G. Nation          1100 Philadelphia National Bank Building
                                       Broad & Chestnut Streets
                                       Philadelphia, PA  19107

           SIXTH: In furtherance and not in limitation of the general powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized to make, alter or repeal the By-Laws of the Corporation,
except as specifically stated therein.

                                      -31-

           SEVENTH: A director of the Corporation shall have no personal
liability to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director except to the extent that Section 102(b)(7) (or
any successor provision) of the Delaware General Corporation Law, as amended
from time to time, expressly provides that the liability of a director may not
be eliminated or limited.

           EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said Court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the Court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.

           NINTH: The term of existence of the Corporation shall be perpetual.

           TENTH: Any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares entitled to
vote at an election of directors.

           ELEVENTH: The election of directors shall be conducted in the manner
prescribed in the By-Laws of the Corporation and need not be by ballot.

           IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinabove named, does hereby execute this Certificate of Incorporation this
5th day of March, 1987.

                                                 /s/ David G. Nation
                                            -------------------------------
                                            David G. Nation, Incorporator

                                      -32-

                                                                     Exhibit 3.3

                                     BY-LAWS

                                       of

                          BENTLEY SYSTEMS, INCORPORATED

                            (A Delaware Corporation)

                      Article 1. MEETINGS OF STOCKHOLDERS

                  Section 1.01. Place, Date and Time of Meeting. Meetings of the
stockholders of the Corporation shall be held at such place, date and time as
may be fixed by the Board of Directors. If no place is so fixed, they shall be
held at the office of the Corporation in Wilmington, New Castle County,
Delaware.

                  Section 1.02. Annual Meeting. The annual meeting of
stockholders, for the election of directors and the transaction of any other
business which may be brought before the meeting, shall, unless the Board of
Directors shall determine otherwise, be held, at 1:00 P.M. on the first Tuesday
in June each year, if not a legal holiday under the laws of Delaware and, if a
legal holiday, then on the next secular day following.

                  Section 1.03. Special Meetings. Special Meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be called by the President
and shall be called by the President or Secretary at the request in writing of a
majority of the Board of Directors, or at the request in writing of the holders
of a majority of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Any such request shall state the purpose or
purposes of the proposed meeting.

                  Section 1.04. Organization. At every meeting of the
stockholders, the President, or in his absence, a Vice President, or in the
absence of the President and all the Vice Presidents, a chairman chosen by the
stockholders, shall act as chairman; and the Secretary, or in his absence, a
person appointed by the chairman, shall act as Secretary.

                  Section 1.05. Quorum; Voting. Except as otherwise specified
herein or in the Certificate of Incorporation or provided by law, (a) a quorum
shall consist of the holders of a majority of the stock issued and outstanding
and entitled to vote, and (b) when a quorum is present, all matters shall be
decided by the vote of the holders of a majority of the stock having voting
power present in person or by proxy.

                In each election of directors, the candidates receiving the
highest number of votes, up to the number of directors to be elected in such
election, shall be elected.

                              Article 2. DIRECTORS

                  Section 2.01. Number and Term of Office. The number of
directors of the Corporation shall be five. Each director shall be elected for
the term of one year and

shall serve until his successor is elected and qualified. So long as the
Stockholders' Agreement dated June 11, 1987 between the Corporation and its
stockholders (such agreement, as amended from time to time, the "Stockholders'
Agreement") is in effect, two of such directors shall be designated as
Management Directors and two as Intergraph Directors in accordance with the
terms of the Stockholders' Agreement. The terms "Intergraph Directors,"
"Management Stockholders" and Management Directors" as used in these By-laws
shall have the meanings ascribed to them in the Stockholders' Agreement.

                  Section 2.02. Resignations. Any director may resign at any
time by giving written notice to the Board of Directors, to the President, or to
the Secretary. Such resignation shall take effect at the time of the receipt of
such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

                  Any vacancy in the Board of Directors, resulting from death,
resignation, increase in the authorized number of directors or otherwise, may,
so long as the Stockholders' Agreement (as defined in Section 2.01) is in
effect, be filled in accordance with the terms of said Stockholders' Agreement
and, if the Stockholders' Agreement is no longer in effect, may be filled for
the unexpired term by a majority vote of the remaining directors in office,
though less than a quorum.

                  Section 2.03. Annual Meeting. Immediately after each annual
election of directors, the Board of Directors shall meet for the purpose of
organization, election of officers, and the transaction of other business, at
the place where such election of directors was held. Notice of such meeting need
not be given. In the absence of a quorum at said meeting, the same may be held
at any other time and place which shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors.

                  Section 2.04. Regular Meetings. Regular meetings of the Board
of Directors may be held without notice at such time and place as shall from
time to time be determined by the Board.

                  Section 2.05. Special Meetings. Special meetings of the Board
of Directors may be, called by the President, by a Vice President, or by two or
more of the directors, and shall be held at such time and place as shall be
designated in the call for the meeting.

                  Notice of each special meeting shall be given by mail,
telegram, telephone, or orally, by or at the direction of the person or persons
authorized to call such meeting, to each director, at least one day prior to the
day named for the meeting.

                  Section 2.06. Organization. Every meeting of the Board of
Directors shall be presided over by the Chairman of the Board, if one has been
selected and is present, and, if not, the President, or in the absence of the
Chairman of the Board and the President, a Vice President, or in the absence of
the Chairman of the Board, the President and all the Vice Presidents, a chairman
chosen by a majority of the directors present. The Secretary, or in his absence,
a person appointed by the Chairman, shall act as Secretary.

                                       2

                  Section 2.07. Quorum; Voting. A majority of the directors
shall constitute a quorum for the transaction of business and the vote of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation or as
hereafter provided. So long as the Stockholders' Agreement (as defined in
Section 2.01) is in effect, (A) with respect to actions or inactions by or on
behalf of the Corporation under the Software License Agreement for Microstation
and the IGDS License Agreement, each dated April 17, 1987 between this
Corporation and Intergraph (and any successor agreements thereto) and any other
agreement entered into from time to time between this Corporation and Intergraph
Corporation (or any affiliate of Intergraph Corporation) and any action by the
Corporation under Section 7(b) of the Stockholders' Agreement, one half of the
directors in office shall constitute a quorum for the transaction of business
and the Intergraph Directors shall not be entitled to vote, and (B) with respect
to actions or inactions by or on behalf of the Corporation under any employment
contract between the Corporation and a Management Stockholder, one half of the
directors in office shall constitute a quorum for the transaction of business
and the Management Directors shall not be entitled to vote. If a quorum shall
not be present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

                  Section 2.08. Required Vote.

                           (1) So long as any shares of the Corporation's Series
A Convertible Preferred Stock (the "Preferred Stock") remain issued and
outstanding, the Corporation shall not take the following actions without the
written consent of the Preferred Stock Director, if any, or the Supplemental
Preferred Stock Director, if any:

                                    (a) entry into any related party
transactions valued in excess of $25,000 per transaction or $100,000 per year in
the aggregate, all of which will be on third-party, arms length terms, or
otherwise material to the Corporation (other than (i) compensation arrangements
(including benefits) in place on August 26, 1998, (ii) the Corporation's
business relationships with Intergraph Corporation, which relationships shall be
on third-party, arms-length terms); or (iii) quarterly redemption payments
(mandatory and discretionary) in accordance with the terms of Section (B)4.(d)
of the Corporation's Certificate of Incorporation;

                                    (b) effectuation of a voluntary liquidation,
dissolution, recapitalization or reorganization of the Corporation or any filing
under state or federal law for the protection of debtors;

                                    (c) repurchase or redemption of any equity
securities of the Corporation, or pay dividends or other distributions on equity
securities of the Corporation (other than a stock split or stock dividend or the
quarterly redemption payments (mandatory and discretionary) in accordance with
the terms of Section (B)4.(d) of the Corporation's Certificate of Incorporation;

                                       3

                                    (d) change to the Corporation's current line
of business, such that more than 25% of the Corporation's resources (excluding
administrative personnel) are no longer devoted to selling, supporting,
developing or providing engineering software and services to the engineering
industries currently served by the Corporation as of August, 1998;

                                    (e) issuance of any stock that is pari passu
or senior to the Corporation's Preferred Stock in terms of liquidation and
dividend preferences;

                                    (f) amendment, repeal or establishment of
any provision of the Corporation's Certificate of Incorporation or these By-laws
that could have an adverse effect upon the holders of the Preferred Stock as a
class which is different from the effect on all stockholders without regard to
class; and

                                    (g) amend or repeal Section 2.2 (as it
relates to the rights of the holder of Preferred Stock to elect a representative
of representatives, as the case may be, to the Board), Section 2.8 or Article 4
(as it relates to indemnification of the Preferred Stock representative or
representatives, as the case may be, on the Board) of these By-laws, or take any
other action requiring the approval of the Board pursuant to the resolutions of
the Corporation's Board dated August 26, 1998 (a copy of which is attached as
Exhibit A hereto), without approval of the Corporation's Board.

                           (2) So long as any shares of the Corporation's Class
C Common Stock are outstanding, the following actions shall require the consent
of the Class C Common Stock Director, or if there is not a Class C Common Stock
Director, the Required Holders:

                                    (a) entry into any related party
transactions valued in excess of $100,000 per year in the aggregate, or which
are not on third-party, arms length terms, or which are otherwise material to
the Corporation (other than (i) compensation arrangements (including benefits)
in place on the initial Class C Initial Issuance Date or (ii) the Corporation's
business relationships with Intergraph Corporation (but all of the future
relations with Intergraph Corporation will be on no worse than third-party,
arms-length terms));

                                    (b) effectuation of a voluntary liquidation,
dissolution, recapitalization or reorganization of the Corporation or any filing
under state or federal law for the protection of debtors;

                                    (c) repurchase or redemption of any equity
securities that are junior or pari passu to the Class C Common Stock (other than
repurchases of equity securities of the Corporation from former employees of the
Corporation, other than the Bentleys, from time to time, so long as each such
repurchase from a former employee, when combined with other repurchases for such
former employee, does not exceed $250,000 per year), or payment of dividends or
other distributions on equity securities (other than a stock split or stock
dividend or pursuant to the terms of the Senior Preferred or the terms of the
Class C Common Stock);

                                    (d) change to the Corporation's current line
of business, such that more than 50% of the Corporation's resources (excluding
administrative personnel) are no

                                       4

longer devoted to selling, supporting, developing or providing engineering
software and services to the engineering industries currently served by the
Corporation;

                                    (e) issuance of any stock (other than the
Class B Common Stock in escrow under an Escrow Agreement dated September 18,
1998, among the Corporation, the holder of such stock and Wilmington Trust
Company, as escrow agent, whether or not such stock has been released from
escrow) that is pari passu or senior to the Class C Common Stock; and

                                    (f) amendment, repeal or establishment of
any provision of the Corporation's Certificate of Incorporation or these By-laws
that could have an adverse effect upon the holders of the Class C Common Stock
as a class which is different from the effect on all Corporation shareholders
without regard to class.

                           (3) Capitalized terms used in this Section 2.8, to
the extent not otherwise defined in these By-laws, shall have the meanings
ascribed thereto in the Corporation's Certificate of Incorporation.

                  Section 2.09. Compensation of Directors. Each director shall
be entitled to receive such compensation, if any, as may from time to time be
fixed, for each meeting of the Board or any committee thereof, regular or
special, attended by him. Directors may also be reimbursed by the Corporation
for all reasonable expenses incurred in traveling to and from the place of each
meeting of the Board or any such committee.

                              Article 3. OFFICERS

                  Section 3.01. Number. The officers of the Corporation shall be
a President, a Secretary, a Treasurer, and may include a Chairman of the Board,
one or more Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, one or more Division Vice Presidents, and such other
officers as the Board of Directors may from time to time determine."

                  Section 3.02. Election and Term of Office. The officers of the
Corporation shall be elected by the Board of Directors at its annual meeting,
but the Board may elect officers or fill vacancies among the officers at any
other meeting. So long as the Stockholders' Agreement (as defined in Section
2.01) is in effect, the officers of the Corporation shall be elected from time
to time by the Management Directors subject to the reasonable approval of the
Intergraph Directors. Subject to earlier termination of office, each officer
shall hold office for one year and until his successor shall have been elected
and qualified.

                  Section 3.03. Resignations. Any officer may resign at any time
by giving written notice to the Board of Directors, or to the President, or to
the Secretary of the Corporation. Any such resignation shall take effect at the
time of the receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

                  Section 3.04. Removal. Any officer elected by the Board of
Directors may be removed at any time by the vote of a majority of the Board of
Directors.

                                       5

                  Section 3.05. Chairman of the Board. If there is a Chairman of
the Board, he shall preside at the meetings of the Board. Such Chairman shall
also perform such other duties as may be specified by the Board from time to
time and as do not conflict with the duties of the President.

                  Section 3.06. The President. The President shall be the chief
executive officer of the Corporation and shall have general supervision over the
business and operations of the Corporation, subject, however, to the control of
the Board of Directors. He shall sign, execute, and acknowledge, in the name of
the Corporation, deeds, mortgages, bonds, contracts, and other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be delegated by the Board, to some other officer or agent of the
Corporation; and, in general, he shall perform all duties incident to the office
of President, and such other duties as from time to time may be assigned to him
by the Board.

                  Section 3.07. The Vice Presidents. In the absence or
disability of the President or when so directed by the President, any Vice
President designated by the Board of Directors may perform all the duties of the
President, and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the President; provided, however, that no Vice
President shall act as a member of or as chairman of any special committee of
which the President is a member or chairman by designation or ex-officio, except
when designated by the Board. The Vice Presidents shall perform such other
duties as from time to time may be assigned to them respectively by the Board or
the President.

                  Section 3.08. The Secretary. The Secretary shall record all
the votes of the stockholders and of the directors and the minutes of the
meetings of the stockholders and of the Board of Directors in a book or books to
be kept for that purpose; he shall see that notices of meetings of the
stockholders and the Board are given and that all records and reports are
properly kept and filed by the Corporation as required by law; he shall be the
custodian of the seal of the Corporation and shall see that it is affixed to all
documents to be executed on behalf of the Corporation under its seal; and, in
general, he shall perform all duties incident to the office of Secretary, and
such other duties as may from time to time be assigned to him by the Board or
the President.

                  Section 3.09. Assistant Secretaries. In the absence or
disability of the Secretary or when so directed by the Secretary, any Assistant
Secretary may perform all the duties of the Secretary, and, when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
Secretary. The Assistant Secretaries shall perform such other duties as from
time to time may be assigned to them respectively by the Board of Directors, the
President, or the Secretary.

                  Section 3.10. The Treasurer. The Treasurer shall have charge
of all receipts and disbursements of the Corporation and shall have or provide
for the custody of its funds and securities; he shall have full authority to
receive and give receipts for all money due and payable to the Corporation, and
to endorse checks, drafts, and warrants in its name and on its behalf and to
give full discharge for the same; he shall deposit all funds of the Corporation,
except such as may be required for current use, in such banks or other places of
deposit as the Board of

                                       6

Directors may from time to time designate; and, in general, he shall perform all
duties incident to the office of Treasurer and such other duties as may from
time to time be assigned to him by the Board or the President.

                  Section 3.11. Assistant Treasurers. In the absence or
disability of the Treasurer or when so directed by the Treasurer, any Assistant
Treasurer may perform all the duties of the Treasurer, and, when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
Treasurer. The Assistant Treasurers shall perform such other duties as from time
to time may be assigned to them respectively by the Board of Directors, the
President or the Treasurer.

                  Section 3.12. Division Vice Presidents. The Division Vice
Presidents shall perform such duties as from time to time may be assigned to
them respectively by the Board of Directors, the President, or other Corporate
officer to whom the Division Vice President reports. Notwithstanding anything in
these By-Laws to the contrary, the Division Vice Presidents shall have none of
the powers and authority generally given to Vice Presidents or other officers of
the Corporation, except for powers and authority delegated by the Board of
Directors, the President, or other Corporate officer to whom the Division Vice
President reports."

                  Section 3.13. Compensation of Officers and Others. The
compensation of all officers shall be fixed from time to time by the Board of
Directors, or any committee or officer authorized by the Board so to do. No
officer shall be precluded from receiving such compensation by reason of the
fact he is also a director of the Corporation.

              Article 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 4.01. Indemnification. Any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving while a director or officer of
the Corporation at the request of the Corporation as a director, officer,
employee, agent, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
shall be indemnified by the Corporation against expenses (including attorneys'
fees), judgments, fines, excise taxes and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding to the full extent permissible under Delaware law.

                  Section 4.02. Advances. Any person claiming indemnification
within the scope of Section 4.01 shall be entitled to advances from the
Corporation for payment of the expenses of defending actions against such person
in the manner and to the full extent permissible under Delaware law.

                  Section 4.03. Procedure. On the request of any person
requesting indemnification under Section 4.01, the Board of Directors or a
Committee thereof shall determine whether such indemnification is permissible or
such determination shall be made by independent legal counsel

                                       7

if the Board or Committee so directs or if the Board or Committee is not
empowered by statute to make such determination.

                  Section 4.04. Other Rights. The indemnification and
advancement of expenses provided by this Article 4 shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses maybe entitled under any insurance or other agreement, vote of
shareholders or disinterested directors or otherwise, both as to actions in
their official capacity and as to actions in another capacity while holding an
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such person.

                  Section 4.05. Insurance. The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of these By Laws.

                  Section 4.06. Modification. The duties of the Corporation to
indemnify and to advance expenses to a director or officer provided in this
Article shall be in the nature of a contract between the Corporation and each
such director or officer, and no amendment or repeal of any provision of this
Article shall alter, to the detriment of such director or officer, the right of
such person to the advancement of expenses or indemnification related to a claim
based on an act or failure to act which took place prior to such amendment,
repeal or termination.

                    Article 5. STOCK CERTIFICATES; TRANSFERS

                  Section 5.01. Stock Certificates. Stock Certificates shall be
issued upon the request of any stockholder and shall be signed by the President
or a Vice President and by the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer of the Corporation, but, to the extent
permitted by law, such signatures may be facsimiles, engraved or printed.

                  Section 5.02. Transfer of Stocks. Transfers of stock shall be
made only on the books of the Corporation by the owner thereof or by his
attorney thereunto authorized.

                  Section 5.03. Closing of Transfer Books. The Board of
Directors may close the stock transfer books of the Corporation for a period not
exceeding fifty days preceding the date of any meeting of stockholders or the
date for payment of any dividend or other distribution or the date for any
allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period not exceeding fifty days in
connection with obtaining the consent of stockholders for any purpose. In lieu
of closing the stock transfer books as aforesaid, the Board of Directors may fix
in advance a date, which shall not be more than sixty or less than ten days
before the date of any meeting of stockholders, nor more than sixty days prior
to any other action, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of any dividend or other distribution,
or any allotment of rights, or to exercise the rights

                                       8

in respect of any change or conversion or exchange of capital stock, or to give
any consent of stockholders for any purpose, and in such case such stockholders
and only such stockholders as shall be stockholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend or other
distribution, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

                  Section 5.04. Registered Stockholders. The Corporation shall
be entitled to recognize the exclusive right of a person registered on its books
as the owner of stock to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as the
owner of stock, and shall not be bound to recognize any equitable or other claim
to or interest in such stock on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by the
laws of Delaware.

                  Section 5.05. Transfer Agent and Registrar; Regulations. The
Corporation may, if and whenever the Board of Directors so determines, maintain,
in the State of Delaware, or any other state of the United States, one or more
transfer offices or agencies, each in charge of a Transfer Agent designated by
the Board, where the stock of the Corporation shall be transferable. If the
Corporation maintains one or more such transfer offices or agencies, it also
may, if and whenever the Board of Directors so determines, maintain one or more
registry offices each in charge of a Registrar designated by the Board, where
such stock shall be registered. No certificates for stock of the Corporation in
respect of which a Transfer Agent shall have been designated shall be valid
unless countersigned by such Transfer Agent, and no certificates for stock of
the Corporation in respect of which both a Transfer Agent and a Registrar shall
have been designated shall be valid unless countersigned by such Transfer Agent
and registered by such Registrar. The Board may also make such additional rules
and regulations as it may deem expedient concerning the issue, transfer and
registration of stock certificates.

                  Section 5.06. Lost, Destroyed and Mutilated Certificates. The
Board of Directors, by standing resolution or by resolutions with respect to
particular cases, may authorize the issue of new stock certificates in lieu of
stock certificates lost, destroyed or mutilated, upon such terms and conditions
as the Board may direct.

                             Article 6. AMENDMENTS

                  Section 6.01. By Stockholders or Directors. These By-laws may
be amended or repealed at any regular meeting of the stockholders or directors,
or at any special meeting thereof if notice of such amendment or repeal be
contained in the notice of such special meeting. These By-laws shall be amended
only pursuant to the vote of eighty percent of the outstanding shares of stock
entitled to vote or by a majority vote of the directors, which majority, so long
as the Stockholders' Agreement is in effect, shall include at least one vote of
an Intergraph Director and one vote of a Management Director.

                                       9

                                                                    EXHIBIT 10.1

                                REVOLVING CREDIT

                                       AND

                               SECURITY AGREEMENT

                         PNC BANK, NATIONAL ASSOCIATION
                                   (AS AGENT)

                                      WITH

                         BENTLEY SYSTEMS, INCORPORATED,
                             BENTLEY SOFTWARE, INC.
                                       AND
                            ATLANTECH SOLUTIONS, INC.
                                   (BORROWERS)

                                December 26, 2000

                                TABLE OF CONTENTS

                                                                                                        
I.         DEFINITIONS                                                                                      1
           1.1.          Accounting Terms...............................................................    1
           1.2.          General Terms..................................................................    1
           1.3.          Uniform Commercial Code Terms..................................................   17
           1.4.          Certain Matters of Construction................................................   17

II.        ADVANCES, PAYMENTS                                                                              18
           2.1.          Revolving Advances.............................................................   18
           2.2.          Procedure for Borrowing Advances...............................................   18
           2.3.          Disbursement of Advance Proceeds...............................................   20
           2.4.          INTENTIONALLY OMITTED..........................................................   20
           2.5.          Maximum Advances...............................................................   21
           2.6.          Repayment of Advances..........................................................   21
           2.7.          Repayment of Excess Advances...................................................   21
           2.8.          Statement of Account...........................................................   21
           2.9.          Letters of Credit..............................................................   22
           2.10.         Issuance of Letters of Credit..................................................   22
           2.11.         Requirements For Issuance of Letters of Credit.................................   22
           2.12.         Additional Payments............................................................   23
           2.13.         Manner of Borrowing and Payment................................................   24
           2.14.         Use of Proceeds................................................................   25
           2.15.         Defaulting Lender..............................................................   25

III.       INTEREST AND FEES                                                                               26
           3.1.          Interest.......................................................................   26
           3.2.          Letter of Credit  Fees.........................................................   26
           3.3.          Fees...........................................................................   27
           3.4.          Computation of Interest and Fees ..............................................   28
           3.5.          Maximum Charges................................................................   28
           3.6.          Increased Costs................................................................   28
           3.7.          Basis For Determining Interest Rate Inadequate or Unfair.......................   29
           3.8.          Capital Adequacy...............................................................   29

IV.        COLLATERAL: GENERAL TERMS                                                                       30
           4.1.          Security Interest in the Collateral............................................   30
           4.2.          Perfection of Security Interest................................................   30
           4.3.          Disposition of Collateral......................................................   30
           4.4.          Preservation of Collateral.....................................................   30
           4.5.          Ownership of Collateral........................................................   31
           4.6.          Defense of Agent's and Lenders' Interests......................................   31
           4.7.          Books and Records..............................................................   31
           4.8.          Financial Disclosure...........................................................   32
           4.9.          Compliance with Laws...........................................................   32
           4.10.         Inspection of Premises.........................................................   32
           4.11.         Insurance......................................................................   32
           4.12.         Failure to Pay Insurance.......................................................   33

                                      -i-

                                                                                                        
           4.13.         Payment of Taxes...............................................................   33
           4.14.         Payment of Leasehold Obligations...............................................   34
           4.15.         Receivables....................................................................   34
           4.16.         Inventory......................................................................   36
           4.17.         Maintenance of Equipment.......................................................   36
           4.18.         Exculpation of Liability.......................................................   36
           4.19.         Environmental Matters..........................................................   37
           4.20.         Financing Statements...........................................................   39

V.         REPRESENTATIONS AND WARRANTIES                                                                  39
           5.1.          Authority......................................................................   39
           5.2.          Formation and Qualification....................................................   39
           5.3.          Survival of Representations and Warranties.....................................   39
           5.4.          Tax Returns....................................................................   40
           5.5.          Financial Statements...........................................................   40
           5.6.          Corporate Name.................................................................   41
           5.7.          O.S.H.A. and Environmental Compliance..........................................   41
           5.8.          Solvency; No Litigation, Violation, Indebtedness or Default....................   41
           5.9.          Patents, Trademarks, Copyrights and Licenses...................................   42
           5.10.         Licenses and Permits...........................................................   43
           5.11.         Default of Indebtedness........................................................   43
           5.12.         No Default.....................................................................   43
           5.13.         No Burdensome Restrictions.....................................................   43
           5.14.         No Labor Disputes..............................................................   43
           5.15.         Margin Regulations.............................................................   43
           5.16.         Investment Company Act.........................................................   43
           5.17.         Disclosure.....................................................................   43
           5.18.         Delivery of Acquisition Agreement..............................................   43
           5.19.         Swaps..........................................................................   44
           5.20.         Conflicting Agreements.........................................................   44
           5.21.         Application of Certain Laws and Regulations....................................   44
           5.22.         Business and Property of Borrowers.............................................   44
           5.23.         Section 20 Subsidiaries........................................................   44
           5.24.         Foreign Subsidiary Income......................................................   44

VI.        AFFIRMATIVE COVENANTS                                                                           44
           6.1.          Payment of Fees................................................................   45
           6.2.          Conduct of Business and Maintenance of Existence and Assets....................   45
           6.3.          Violations.....................................................................   45
           6.4.          Government Receivables.........................................................   45
           6.5.          Fixed Charge Coverage Ratio....................................................   45
           6.6.          Execution of Supplemental Instruments..........................................   45
           6.7.          Payment of Indebtedness........................................................   45
           6.8.          Standards of Financial Statements..............................................   46
           6.9.          Exercise of Rights.............................................................   46
           6.10.         Future Acquired Companies......................................................   46
           6.11.         Guarantors Net Worth...........................................................   46
           6.12.                                                                                           46

VII.       NEGATIVE COVENANTS                                                                              46
           7.1.          Merger, Consolidation, Acquisition and Sale of Assets..........................   46
           7.2.          Creation of Liens..............................................................   47

                                      -ii-

                                                                                                        
           7.3.          Guarantees.....................................................................   47
           7.4.          Investments....................................................................   47
           7.5.          Loans..........................................................................   47
           7.6.          Capital Expenditures...........................................................   48
           7.7.          Dividends......................................................................   48
           7.8.          Indebtedness...................................................................   48
           7.9.          Nature of Business.............................................................   48
           7.10.         Transactions with Affiliates...................................................   48
           7.11.         Subsidiaries...................................................................   48
           7.12.         Fiscal Year and Accounting Changes.............................................   49
           7.13.         Pledge of Credit...............................................................   49
           7.14.         Amendment of Organizational Documents..........................................   49
           7.15.         Compliance with ERISA..........................................................   49
           7.16.         Prepayment of Indebtedness.....................................................   49
           7.17.         Seller Note....................................................................   49
           7.18.         Other Agreements...............................................................   49
           7.19.         Executive Bonuses..............................................................   50

VIII.      CONDITIONS PRECEDENT                                                                            50
           8.1.          Conditions to Initial Advances.................................................   50

IX.        INFORMATION AS TO BORROWER AND GUARANTORS                                                       54
           9.1.          Disclosure of Material Matters.................................................   54
           9.2.          Schedules......................................................................   54
           9.3.          Environmental Reports..........................................................   54
           9.4.          Litigation.....................................................................   55
           9.5.          Material Occurrences...........................................................   55
           9.6.          Annual Financial Statements....................................................   55
           9.7.          Quarterly Financial Statements.................................................   55
           9.8.          Monthly Financial Statements...................................................   56
           9.9.          Other Reports..................................................................   56
           9.10.         Additional Information.........................................................   56
           9.11.         Projected Operating Budget.....................................................   56
           9.12.         Variances From Operating Budget................................................   57
           9.13.         Notice of Suits, Adverse Events................................................   57
           9.14.         ERISA Notices and Requests.....................................................   57
           9.15.         Guarantor Information..........................................................   57
           9.16.         Additional Documents...........................................................   57

X.         EVENTS OF DEFAULT                                                                               57

XI.        LENDERS' RIGHTS AND REMEDIES AFTER DEFAULT                                                      60
           11.1.         Rights and Remedies............................................................   60
           11.2.         Agent's Discretion.............................................................   60
           11.3.         Setoff.........................................................................   61
           11.4.         Rights and Remedies not Exclusive..............................................   61

XII.       WAIVERS AND JUDICIAL PROCEEDINGS                                                                61
           12.1.         Waiver of Notice...............................................................   61
           12.2.         Delay..........................................................................   61

                                     -iii-

                                                                                                        
           12.3.         Jury Waiver....................................................................   61

XIII.      EFFECTIVE DATE AND TERMINATION                                                                  62
           13.1.         Term...........................................................................   62
           13.2.         Termination....................................................................   62

XIV.       REGARDING AGENT                                                                                 62
           14.1.         Appointment....................................................................   62
           14.2.         Nature of Duties...............................................................   63
           14.3.         Lack of Reliance on Agent and Resignation......................................   63
           14.4.         Certain Rights of Agent........................................................   64
           14.5.         Reliance.......................................................................   64
           14.6.         Notice of Default..............................................................   64
           14.7.         Indemnification................................................................   64
           14.8.         Agent in its Individual Capacity...............................................   65
           14.9.         Delivery of Documents..........................................................   65
           14.10.        Borrowers' Undertaking to Agent................................................   65
           14.11.        Miscellaneous..................................................................   65

XV.        BORROWING AGENCY                                                                                66
           15.1.         Borrowing Agency Provisions....................................................   66
           15.2.         Waiver of Subrogation..........................................................   67

XVI.       MISCELLANEOUS                                                                                   67
           16.1.         Governing Law..................................................................   67
           16.2.         Entire Understanding...........................................................   68
           16.3.         Successors and Assigns; Participations; New Lenders............................   69
           16.4.         Application of Payments........................................................   71
           16.5.         Indemnity......................................................................   71
           16.6.         Notice.........................................................................   71
           16.7.         Survival.......................................................................   72
           16.8.         Severability...................................................................   73
           16.9.         Expenses.......................................................................   73
           16.10.        Injunctive Relief..............................................................   73
           16.11.        Consequential Damages..........................................................   73
           16.12.        Captions.......................................................................   73
           16.13.        Counterparts; Telecopied Signatures............................................   73
           16.14.        Construction...................................................................   73
           16.15.        Confidentiality; Sharing Information...........................................   73
           16.16.        Publicity......................................................................   74

                                      -iv-

                     REVOLVING CREDIT AND SECURITY AGREEMENT

      This Revolving Credit and Security Agreement dated December 26, 2000 among
Bentley Systems, Incorporated, a Delaware corporation ("Bentley"), Bentley
Software, Inc., a Delaware corporation ("Bentley Software"), and Atlantech
Solutions, Inc., a Delaware corporation ("Atlantech") (each a "Borrower" and
collectively "Borrowers"), the financial institutions which are now or which
hereafter become a party hereto (collectively, the "Lenders" and individually a
"Lender") and PNC Bank, National Association ("PNC"), as agent for Lenders (PNC,
in such capacity, the "Agent").

      IN CONSIDERATION of the mutual covenants and undertakings herein
contained, Borrowers, Lenders and Agent hereby agree as follows:

I.    DEFINITIONS.

      1.1. Accounting Terms. As used in this Agreement, the Notes, or any
certificate, report or other document made or delivered pursuant to this
Agreement, accounting terms not defined in Section 1.2 or elsewhere in this
Agreement and accounting terms partly defined in Section 1.2 to the extent not
defined, shall have the respective meanings given to them under GAAP; provided,
however, whenever such accounting terms are used for the purposes of determining
compliance with financial covenants in this Agreement, such accounting terms
shall be defined in accordance with GAAP as applied in preparation of the
audited financial statements of Borrowers for the fiscal year ended December 31,
1999.

      1.2. General Terms. For purposes of this Agreement the following terms
shall have the following meanings:

            "Accountants" shall have the meaning set forth in Section 9.6
hereof.

            "Acquisition" shall mean Bentley's purchase of certain assets of
Intergraph related to the Product Lines pursuant to the terms and conditions of
the Acquisition Agreement.

            "Acquisition Agreement" shall mean collectively, the Asset Purchase
Agreement and all documents, instruments and agreements executed in connection
therewith (including all exhibits and schedules thereto) dated as of December
22, 2000 among Intergraph, the other selling entities specified therein, Bentley
Systems Europe BV and Bentley.

            "Acquisition Conditions" shall mean the conditions set forth on
Exhibit A attached hereto.

            "Advances" shall mean and include the Revolving Advances and Letters
of Credit.

            "Affiliate" of any Person shall mean (a) any Person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with such Person, or (b) any Person who is a director or officer (i) of such
Person, (ii) of any Subsidiary of such Person or (iii) of any Person described
in clause (a) above. For purposes of this definition, control of a Person shall
mean the power, direct or indirect, (x) to vote 50% or more of the securities
having ordinary voting power for the election of directors of such Person, or
(y) to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise.

                                       1

            "Agent" shall have the meaning set forth in the preamble to this
Agreement and shall include its successors and assigns.

            "Alternate Base Rate" shall mean, for any day, a rate per annum
equal to the higher of (i) the Base Rate in effect on such day and (ii) the
Federal Funds Rate in effect on such day plus fifty (50) basis points.

            "Authority" shall have the meaning set forth in Section 4.19(d).

            "Base Rate" shall mean the base commercial lending rate of PNC as
publicly announced to be in effect from time to time, such rate to be adjusted
automatically, without notice, on the effective date of any change in such rate.
This rate of interest is determined from time to time by PNC as a means of
pricing some loans to its customers and is neither tied to any external rate of
interest or index nor does it necessarily reflect the lowest rate of interest
actually charged by PNC to any particular class or category of customers of PNC.

            "Bentley Pledged Stock" shall mean 100% of the issued and
outstanding shares of stock owned directly or indirectly by Bentley of US
Companies and 66% of the issued and outstanding shares of stock owed directly or
indirectly by Bentley of Foreign Companies.

            "Blocked Accounts" shall have the meaning set forth in Section
4.15(h).

            "Borrower" or "Borrowers" shall have the meaning set forth in the
preamble to this Agreement and shall extend to all permitted successors and
assigns of such Persons.

            "Borrowing Base Certificate" shall mean a certificate duly executed
by an officer of Borrowing Agent appropriately completed and in substantially
the form of Exhibit A hereto.

            "Borrowers on a consolidated basis" shall mean Bentley and its
Subsidiaries.

            "Borrowers' Account" shall have the meaning set forth in Section
2.8.

            "Borrowing Agent" shall mean Bentley.

            "BSI Australia" shall mean BSI Holdings Pty. Ltd., with its chief
executive office located at 68 Dorcas Street, Southbank VIC 3006, Australia.

            "BSI Australia Pledged Stock" shall mean 66% of the issued and
outstanding shares of stock owned directly or indirectly by BSI Australia of
Bentley System Pty. Ltd.

            "BSI Netherlands" shall mean BSI Holdings, B.V., a Netherlands
besloten vennotschap with its chief executive office located at Wegalaan 2, 2132
JC Hoofddorp, The Netherlands.

            "BSI Netherlands Pledged Stock" shall mean 66% of the issued and
outstanding shares of stock owned directly or indirectly by BSI Netherlands of
Bentley Systems Europe, B.V.

            "Business Day" shall mean any day other than Saturday or Sunday or a
legal holiday

                                       2

on which commercial banks are authorized or required by law to be closed for
business in New York City, New York, or Philadelphia, Pennsylvania and, if the
applicable Business Day relates to any Eurodollar Rate Loans, such day must also
be a day on which dealings are carried on in the London interbank market.

            "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601 et
seq.

            "Change of Control" shall mean the occurrence of any event (whether
in one or more transactions) which results in a transfer of control of Bentley
to a Person who is not an Original Owner. For purposes of this definition,
"control of Bentley" shall mean the power, direct or indirect (x) to vote 50% or
more of the securities having ordinary voting power for the election of
directors of Bentley or (y) to direct or cause the direction of the management
and policies of Bentley by contract or otherwise.

            "Charges" shall mean all taxes, charges, fees, imposts, levies or
other assessments, including, without limitation, all net income, gross income,
gross receipts, sales, use, ad valorem, value added, transfer, franchise,
profits, inventory, capital stock, license, withholding, payroll, employment,
social security, unemployment, excise, severance, stamp, occupation and property
taxes, custom duties, fees, assessments, liens, claims and charges of any kind
whatsoever, together with any interest and any penalties, additions to tax or
additional amounts, imposed by any taxing or other authority, domestic or
foreign (including, without limitation, the Pension Benefit Guaranty Corporation
or any environmental agency or superfund), upon the Collateral, any Borrower or
any of its Affiliates.

            "Chattel Paper" shall mean "chattel paper" as defined in the UCC.

            "Citicorp" shall mean Citicorp USA, Inc.

            "Claims Act" shall have the meaning set forth in subclause (i) of
the definition of "Eligible Receivables."

            "Closing Date" shall mean the date of this Agreement or such other
date as may be agreed to by the parties hereto.

            "Closing Fee" shall have the meaning set forth in Section 3.3(c).

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time and the regulations promulgated thereunder.

            "Collateral" shall mean and include all of each Borrower's:

                  (a)   Receivables;

                  (b)   Equipment;

                  (c)   General Intangibles;

                  (d)   Inventory;

                                       3

                  (e)   Investment Property;

                  (f)   Chattel Paper;

                  (g)   Instruments;

                  (h)   Documents;

                  (i)   Deposit Accounts;

                  (j)   Real Property;

                  (k)   Pledged Stock,

                  (l) Right, title and interest in and to (i) its respective
goods and other property including, but not limited to, all merchandise returned
or rejected by Customers, relating to or securing any of the Receivables; (ii)
all of each Borrower's rights as a consignor, a consignee, an unpaid vendor,
mechanic, artisan, or other lien or, including stoppage in transit, setoff,
detinue, replevin, reclamation and repurchase; (iii) all additional amounts due
to any Borrower from any Customer relating to the Receivables; (iv) other
property, including warranty claims, relating to any goods securing this
Agreement; (v) all of each Borrower's contract rights, rights of payment which
have been earned under a contract right, instruments, documents, chattel paper,
warehouse receipts, deposit accounts and money; (vi) if and when obtained by any
Borrower, all real and personal property of third parties in which such Borrower
has been granted a lien or security interest as security for the payment or
enforcement of Receivables; and (vii) any other goods, personal property or real
property now owned or hereafter acquired in which any Borrower has expressly
granted a security interest or may in the future grant a security interest to
Agent hereunder, or in any amendment or supplement hereto or thereto, or under
any other agreement between Agent and any Borrower;

                  (m) all of each Borrower's ledger sheets, ledger cards, files,
correspondence, records, books of account, business papers, computers, computer
software (owned by any Borrower or in which it has an interest), computer
programs, tapes, disks and documents relating to subclause (a) through (l) of
this definition; and

                  (n) all proceeds and products of subclause (a) through (m) of
this definition in whatever form, including, but not limited to: cash, deposit
accounts (whether or not comprised solely of proceeds), certificates of deposit,
insurance proceeds (including hazard, flood and credit insurance), negotiable
instruments and other instruments for the payment of money, chattel paper,
security agreements, documents, eminent domain proceeds, condemnation proceeds
and tort claim proceeds.

            "Commitment Percentage" of any Lender shall mean the percentage set
forth below such Lender's name on the signature page hereof as same may be
adjusted upon any assignment by a Lender pursuant to Section 16.3(b) hereof.

            "Consents" shall mean all filings and all licenses, permits,
consents, approvals, authorizations, qualifications and orders of governmental
authorities and other third parties,

                                       4

domestic or foreign, necessary to carry on any Borrower's business, including,
without limitation, any Consents required under all applicable federal, state or
other applicable law.

            "Controlled Group" shall mean all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with any Borrower, are treated as a single
employer under Section 414 of the Internal Revenue Code.

            "Customer" shall mean and include the account debtor with respect to
any Receivable and/or the prospective purchaser of goods, services or both with
respect to any contract or contract right, and/or any party who enters into or
proposes to enter into any contract or other arrangement with any Borrower,
pursuant to which such Borrower is to deliver any personal property or perform
any services.

            "Default" shall mean an event which, with the giving of notice or
passage of time or both, would constitute an Event of Default.

            "Default Rate" shall have the meaning set forth in Section 3.1
hereof.

            "Defaulting Lender" shall have the meaning set forth in Section
2.15(a) hereof.

            "Deposit Account" shall mean "deposit account" as defined in the
UCC.

            "Depository Accounts" shall have the meaning set forth in Section
4.15(h) hereof.

            "Documents" shall mean "documents" as defined in the UCC.

            "Dollar" and the sign "$" shall mean lawful money of the United
States of America.

            "Domestic Non-Product Receivable" shall mean a Receivable generated
by a Borrower's rendition of maintenance services, and owing from a Customer
located in the United States.

            "Domestic Product Receivable" shall mean a Receivable generated by a
Borrower's sale or license of software or services (other than maintenance
services) or rendition of consulting or training services, and owing from a
Customer located in the United States.

            "Domestic Rate Loan" shall mean any Advance that bears interest
based upon the Alternate Base Rate.

            "Early Termination Date" shall have the meaning set forth in Section
13.1 hereof.

            "EBIT" shall mean for any period the sum of (i) net income (or loss)
of Borrowers on a consolidated basis for such period (excluding extraordinary
gains and losses), plus (ii) all interest expense of Borrowers on a consolidated
basis for such period, plus (iii) all charges against income of Borrowers on a
consolidated basis for such period for accrued federal, state and local taxes.

            "EBITDA" shall mean for any period the sum of (i) EBIT for such
period plus (ii) depreciation expenses for such period, plus (iii) amortization
expenses for such period.

                                       5

            "Eligible Receivables" shall mean and include with respect to each
Borrower (or in the case of Foreign Product Receivables, a Subsidiary of a
Borrower), each Domestic Product Receivable, Domestic Non-Product Receivable, or
Foreign Product Receivable of such Borrower or Subsidiary, as applicable,
arising in the ordinary course of such Borrower's business and which Agent, in
its sole but reasonable credit judgment in good faith, shall deem to be an
Eligible Receivable, based on such considerations as Agent may from time to time
deem appropriate. A Receivable shall not be deemed eligible unless such
Receivable is subject to Agent's first priority perfected security interest
(except with respect to Foreign Product Receivables) and no other Lien (other
than Permitted Encumbrances), and is evidenced by an invoice or other
documentary evidence satisfactory to Agent. In addition, no Receivable shall be
an Eligible Receivable if:

            (a) it arises out of a sale made by any Borrower to an Affiliate of
any Borrower (except if such Person has executed a no offset agreement
acceptable to Agent) or to a Person controlled by an Affiliate of any Borrower;

            (b) if a Domestic Product Receivable, it is due or unpaid more than
120 days past the original invoice date or 90 days past the due date; if a
Domestic Non-Product Receivable, it is due or unpaid more than 90 days past the
original invoice date or 60 days past the due date; if a Foreign Product
Receivable, it is due or unpaid more than the later of 90 days past the original
invoice date or 180 days past the shipment date;

            (c) 50% or more of the Receivables from such Customer are not deemed
Eligible Receivables hereunder;

            (d) any covenant, representation or warranty contained in this
Agreement with respect to such Receivable has been breached;

            (e) the Customer shall (i) apply for, suffer, or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its property or call
a meeting of its creditors, (ii) admit in writing its inability, or be generally
unable, to pay its debts as they become due or cease operations of its present
business, (iii) make a general assignment for the benefit of creditors, (iv)
commence a voluntary case under any state or federal bankruptcy laws (as now or
hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a
petition seeking to take advantage of any other law providing for the relief of
debtors, (vii) acquiesce to, or fail to have dismissed, any petition which is
filed against it in any involuntary case under such bankruptcy laws, or (viii)
take any action for the purpose of effecting any of the foregoing;

            (f) with respect to Domestic Product Receivables, the sale is to a
Customer that does not have a substantive presence or assets within the
continental United States of America, unless the sale is on letter of credit,
guaranty or acceptance terms, in each case acceptable to Agent in its sole but
reasonable discretion;

            (g) the sale to the Customer is on a bill-and-hold, guaranteed sale,
sale-and-return, sale on approval, consignment or any other repurchase or return
basis or is evidenced by chattel paper;

            (h) Agent believes, in its sole but reasonable judgment, that
collection of such

                                       6

Receivable is insecure or that such Receivable may not be paid by reason of the
Customer's financial inability to pay;

            (i) the Customer is the United States of America, any state or any
department, agency or instrumentality of any of them, unless either (a) the
Receivable owing from such Customer is less than $10,000 (or such lesser amount
as determined by Agent in its sole discretion), or (b) the applicable Borrower
assigns its right to payment of such Receivable to Agent pursuant to the
Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq.
and 41 U.S.C. Sub-Section 15 et seq.) ("Claims Act") or has otherwise complied
with other applicable statutes or ordinances;

            (j) the goods giving rise to such Receivable have not been shipped
to the Customer or, except with respect to Domestic Non-Product Receivables, the
services giving rise to such Receivable have not been performed by the
applicable Borrower or the Receivable otherwise does not represent a final sale;

            (k) the Receivables of the Customer exceed a credit limit determined
by Agent, in its sole but reasonable discretion, to the extent such Receivable
exceeds such limit;

            (l) the Receivable is subject to any offset, credit or deduction
outside of the ordinary course of business to the extent of such offset, credit
or deduction; or subject to a defense, dispute, or counterclaim; or the Customer
is also a creditor or supplier of a Borrower (unless such Customer has executed
a no offset agreement in form reasonably acceptable to Agent), to the extent of
the contra; or the Receivable is contingent in any respect or for any reason;

            (m) the applicable Borrower has made any agreement with the Customer
owing the Receivable for any deduction therefrom, except for discounts or
allowances made in the ordinary course of business for prompt payment, all of
which discounts or allowances are reflected in the calculation of the face value
of each respective invoice related thereto;

            (n) any return, rejection or repossession of the merchandise has
occurred or the rendition of services has been disputed; or

            (o) such Receivable is not otherwise satisfactory to Agent as
determined in good faith by Agent in the exercise of its discretion in a
reasonable manner.

            "Environmental Complaint" shall have the meaning set forth in
Section 4.19(d) hereof.

            "Environmental Laws" shall mean all federal, state and local
environmental, land use, zoning, health, chemical use, safety and sanitation
laws, statutes, ordinances, regulations and codes relating to the protection of
the environment and/or governing the use, storage, treatment, generation,
transportation, processing, handling, production or disposal of Hazardous
Substances and the rules, regulations, policies, guidelines, interpretations,
decisions, orders and directives of federal, state and local governmental
agencies and authorities with respect thereto.

            "Equipment" shall mean and include as to each Borrower all of such
Borrower's goods (other than Inventory) whether now owned or hereafter acquired
and wherever located including, without limitation, all equipment, machinery,
apparatus, motor vehicles, fittings, furniture,

                                       7

furnishings, fixtures, parts, accessories and all replacements and substitutions
therefor or accessions thereto.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time and the rules and regulations promulgated
thereunder.

            "Eurodollar Applicable Margin" shall mean three hundred (300) basis
points.

            "Eurodollar Rate" shall mean for any Eurodollar Rate Loan for the
then current Interest Period relating thereto the interest rate per annum
determined by PNC by dividing (the resulting quotient rounded upwards, if
necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest
determined by PNC in accordance with its usual procedures (which determination
shall be conclusive absent manifest error) to be the average of the London
interbank offered rates for U.S. Dollars quoted by the British Bankers'
Association as set forth on Dow Jones Markets Service (formerly known as
Telerate) (or appropriate successor or, if British Banker's Association or its
successor ceases to provide such quotes, a comparable replacement determined by
PNC) display page 3750 (or such other display page on the Dow Jones Markets
Service system as may replace display page 3750) two (2) Business Days prior to
the first day of such Interest Period for an amount comparable to such
Eurodollar Rate Loan and having a borrowing date and a maturity comparable to
such Interest Period by (ii) a number equal to 1.00 minus the Reserve
Percentage. The Eurodollar Rate may also be expressed by the following formula:

             Average of London interbank offered rates quoted by BBA as shown on
       Eurodollar Rate = Dow Jones Markets Service display page 3750
                                     or appropriate successor
                         -------------------------------------------
                                    1.00 - Reserve Percentage

            "Eurodollar Rate Loan" shall mean an Advance at any time that bears
interest based on the Eurodollar Rate.

            "Event of Default" shall mean the occurrence of any of the events
set forth in Article X hereof.

            "Exiting Lender" shall mean Wilmington Trust Company.

            "Federal Funds Rate" shall mean, for any day, the weighted average
of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or if such rate is not so published for any
day which is a Business Day, the average of quotations for such day on such
transactions received by PNC from three Federal funds brokers of recognized
standing selected by PNC.

            "Fixed Charge Coverage Ratio" shall mean and include, with respect
to any fiscal period, the ratio of (a) EBITDA, minus unfunded capitalized
expenditures and cash investments in unconsolidated Persons made during such
period (excluding any VIECON internet initiative expenses, capitalized or
operating, to the extent funded with cash equity during such period, from the
Closing Date though and including March 31, 2001), minus distributions or
dividends paid to any shareholder of Bentley during such period minus taxes paid
in cash during such period to (b) all Senior Debt Payments plus all Intergraph
Debt Payments during such period plus capitalized lease

                                       8

payments made during such period, measured quarterly on a rolling four (4)
quarter basis.

            "Foreign Blocked Account" shall mean those certain Blocked Accounts
maintained in Hoofdorp, Netherlands and Melbourne, Australia.

            "Foreign Companies" shall mean collectively Bentley Canada, Inc.,
Bentley Systems de Mexico SA de CV, 9090-0952 Quebec Inc., Bentley Systems
Brasil Ltda., GEOPAK TMS-UK, Bentley Systems UK IHC Ltd., and BSI Holdings Pty.
Ltd.

            "Foreign Currency" shall mean the lawful currency of any country or
governmental authority other than the United States of America.

            "Foreign Exchange Contract" shall mean a spot or forward foreign
currency exchange contract entered into by Borrowers with PNC, Agent or a
Lender.

            "Foreign Product Receivable" shall mean a Receivable generated by a
Borrower's or a Subsidiary's sale or license of software or services (other than
maintenance services) or rendition of consulting or training services, and owing
from a Customer located outside of the United States and the sale is on letter
of credit, guaranty or acceptance terms, in each case acceptable to Agent in its
sole but reasonable discretion.

            "Formula Amount" shall have the meaning set forth in Section 2.1(a).

            "Future Acquired Company" shall mean a Person hereafter acquired by
any Borrower as permitted under Section 7.1(a) hereof or a Person formed as
permitted under Section 7.11 hereof.

            "Future Acquired Company Loan Documents" shall mean collectively, a
Joinder to Loan Agreement, UCC-1 financing statements, an Allonges to the
Revolving Credit Note, financial statements, amended and/or additional Stock
Pledge Documents and all other documents, agreements and instruments required by
Agent to be executed and delivered to Agent by a Borrower and/or Future Acquired
Company (as determined in Agent's sole and absolute discretion) and an opinion
letter from Borrowers' counsel addressed to Agent (all documents in form and
substance satisfactory to Agent and Agent's counsel).

            "GAAP" shall mean generally accepted accounting principles in the
United States of America in effect from time to time.

            "General Intangibles" shall mean and include as to each Borrower all
of such Borrower's general intangibles, whether now owned or hereafter acquired
including, without limitation, all choses in action, causes of action, corporate
or other business records, inventions, designs, patents, patent applications,
equipment formulations, manufacturing procedures, quality control procedures,
trademarks, service marks, trade secrets, goodwill, copyrights, design rights,
registrations, licenses, franchises, customer lists, tax refunds, tax refund
claims, insurance refunds, insurance policy claims, computer programs, all
claims under guaranties, security interests, letters of credit or other security
held by or granted to such Borrower to secure payment of any of the Receivables
by a Customer all rights of indemnification and all other intangible property of
every kind and nature (other than Receivables).

                                       9

            "GEOPAK" shall mean GEOPAK Corporation.

            "Governmental Body" shall mean any nation or government, any state
or other political subdivision thereof or any entity exercising the legislative,
judicial, regulatory or administrative functions of or pertaining to a
government.

            "Guarantors" shall mean collectively and jointly and severally,
Gregory S. Bentley and Caroline M. Bentley, as husband and wife, Barry J.
Bentley and Therese Bentley, as husband and wife, Keith A. Bentley and Corrine
Bentley, as husband and wife, and each shall be referred to individually herein
as a "Guarantor."

            "Guaranty Agreements" shall mean those certain Guaranty and
Suretyship Agreements from Guarantors to Agent.

            "Hazardous Discharge" shall have the meaning set forth in Section
4.19(d) hereof.

            "Hazardous Substance" shall mean, without limitation, any flammable
explosives, radon, radioactive materials, asbestos, urea formaldehyde foam
insulation, polychlorinated biphenyls, petroleum and petroleum products,
methane, hazardous materials, Hazardous Wastes, hazardous or Toxic Substances or
related materials as defined in CERCLA, the Hazardous Materials Transportation
Act, as amended (49 U.S.C. Sections 1801, et seq.), RCRA, or any other
applicable Environmental Law and in the regulations adopted pursuant thereto.

            "Hazardous Wastes" shall mean all waste materials subject to
regulation under CERCLA, RCRA or applicable state law, and any other applicable
Federal and state laws now in force or hereafter enacted relating to hazardous
waste disposal.

            "Indebtedness" of a Person at a particular date shall mean all
obligations of such Person which in accordance with GAAP would be classified
upon a balance sheet as liabilities (except capital stock and surplus earned or
otherwise) and in any event, without limitation by reason of enumeration, shall
include all indebtedness, debt and other similar monetary obligations of such
Person whether direct or guaranteed, and all premiums, if any, due at the
required prepayment dates of such indebtedness, and all indebtedness secured by
a Lien on assets owned by such Person, whether or not such indebtedness actually
shall have been created, assumed or incurred by such Person. Any indebtedness of
such Person resulting from the acquisition by such Person of any assets subject
to any Lien shall be deemed, for the purposes hereof, to be the equivalent of
the creation, assumption and incurring of the indebtedness secured thereby,
whether or not actually so created, assumed or incurred.

            "Ineligible Security" shall mean any security which may not be
underwritten or dealt in by member banks of the Federal Reserve System under
Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as
amended.

            "Instrument" shall mean "instrument" as defined in the UCC.

            "Intellectual Property Documents" shall mean collectively, that
certain Trademark Security Agreement from Bentley to Agent, that certain
Trademark Security Agreement from Bentley Software to Agent, that certain Patent
Security Agreement from Bentley to Agent, and that certain Copyright Security
Agreement from Bentley to Agent, each dated as of the Closing Date and

                                       10

each in form and substance satisfactory to Agent.

            "Interest Period" shall mean the period provided for any Eurodollar
Rate Loan pursuant to Section 2.2(b).

            "Intergraph" shall mean Intergraph Corporation, a Delaware
corporation with a chief executive office located at One Madison Industrial
Park, Huntsville, Alabama 35894.

            "Intergraph Debt" shall mean any and all Indebtedness owing to
Intergraph pursuant to the Intergraph Note.

            "Intergraph Debt Payments" shall mean and include all cash actually
expended to make payments of principal and interest on the Intergraph Note.

            "Intergraph Note" shall mean that certain Secured Note dated as of
December 1, 2000 from Bentley to Intergraph, in the original principal amount of
$11,087,112.

            "Inventory" shall mean and include as to each Borrower all of such
Borrower's now owned or hereafter acquired goods, merchandise and other personal
property, wherever located, to be furnished under any contract of service or
held for sale or lease, all raw materials, work in process, finished goods and
materials and supplies of any kind, nature or description which are or might be
used or consumed in such Borrower's business or used in selling or furnishing
such goods, merchandise and other personal property, and all documents of title
or other documents representing them.

            "Investment Property" shall mean and include as to each Borrower,
all of such Borrower's now owned or hereafter acquired securities (whether
certificated or uncertificated), securities entitlements, securities accounts,
commodities contracts and commodities accounts.

            "Issuer" shall mean any Person who issues a Letter of Credit and/or
accepts a draft pursuant to the terms hereof.

            "Lender" and "Lenders" shall have the meaning ascribed to such term
in the preamble to this Agreement and shall include each Person which becomes a
transferee, successor or assign of any Lender.

            "Lender Default" shall have the meaning set forth in Section 2.16(a)
hereof.

            "Letter of Credit Fees" shall have the meaning set forth in Section
3.2.

            "Letters of Credit" shall have the meaning set forth in Section 2.9.

            "Lien" shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, security interest, lien (whether statutory or
otherwise), Charge, claim or encumbrance, or preference, priority or other
security agreement or preferential arrangement held or asserted in respect of
any asset of any kind or nature whatsoever including, without limitation, any
conditional sale or other title retention agreement, any lease having
substantially the same economic effect as any of the foregoing, and the filing
of, or agreement to give, any financing statement under the Uniform Commercial
Code or comparable law of any jurisdiction.

                                       11

            "Maintenance Receivables" shall mean any and all maintenance,
license and other agreements and arrangements now or hereafter entered into by
Bentley with customers of Bentley located in the United States for which
revenues were included by Intergraph in the Schedule of Transferred Maintenance
from time to time (as such term is used in the Acquisition Agreement) whereby
Bentley agrees to, does or may grant license(s), provide maintenance, support,
upgrades or similar services, rights or property, in each case only to the
extent relating to any of the software products sold to Bentley by Intergraph
and designated by Intergraph as Civil, Raster or Plotting and any derivatives,
upgrades, supplements, variations, redesignations or modifications of any of
them made by Bentley, together with all royalties, accounts, chattel paper,
instruments, general intangibles and rights to payment and performance evidenced
thereby, arising therefrom or related to any or all of the foregoing and any and
all cash and non-cash proceeds (including, without limitation, insurance
proceeds), products of and additions to and substitutions and replacements for,
the foregoing, whether now or hereafter existing, arising or acquired.

            "Material Adverse Effect" shall mean a material adverse effect on
(a) the condition, operations, assets, business or prospects of the applicable
Person or Persons, (b) Borrowers' ability to pay the Obligations in accordance
with the terms thereof, (c) the value of the Collateral, or Agent's Liens on the
Collateral or the priority of any such Lien or (d) the practical realization of
the benefits of Agent's and each Lender's rights and remedies under this
Agreement and the Other Documents.

            "Maximum Loan Amount" shall mean $32,000,000.

            "Monthly Advances" shall have the meaning set forth in Section 3.1
hereof.

            "Mortgages" shall mean collectively, the mortgages on the owned Real
Property securing the Obligations together with all extensions, renewals,
amendments, supplements, modifications, substitutions and replacements thereto
and thereof.

            "Mortgage Documents" shall mean the Mortgages, the Environmental
Indemnification Agreement with respect to each owned Real Property and the
Assignment of Rents and Leases with respect to each owned Real Property.

            "Multiemployer Plan" shall mean a "multiemployer plan" as defined in
Sections 3(37) and 4001(a)(3) of ERISA.

            "Net Worth" at a particular date, shall mean all amounts which would
be included under shareholders' equity on a balance sheet of the Borrowers on a
consolidated basis determined in accordance with GAAP as at such date.

            "Non-Defaulting Lender" shall have the meaning set forth in Section
2.15(b) hereof.

            "Notes" shall have the meaning set forth in Section 2.1(a).

            "Obligations" shall mean and include any and all loans, advances,
debts, liabilities, obligations, covenants and duties owing by Borrowers to
Lenders or Agent or to any other direct or indirect subsidiary or affiliate of
Agent or any Lender of any kind or nature, present or future (including, without
limitation, any interest accruing thereon after maturity, or after the filing of
any

                                       12

petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding relating to any Borrower, whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding), whether or not
evidenced by any note, guaranty or other instrument, whether arising under any
agreement, instrument or document, (including, without limitation, this
Agreement and the Other Documents) whether or not for the payment of money,
whether arising by reason of an extension of credit, opening of a letter of
credit, loan, equipment lease or guarantee, under any interest or currency swap,
future, option or other similar agreement (including, without limitation,
pursuant to a Foreign Exchange Contract), or in any other manner, whether
arising out of overdrafts or deposit or other accounts or electronic funds
transfers (whether through automated clearing houses or otherwise) or out of the
Agent's or any Lenders non-receipt of or inability to collect funds or otherwise
not being made whole in connection with depository transfer check or other
similar arrangements, whether direct or indirect (including those acquired by
assignment or participation), absolute or contingent, joint or several, due or
to become due, now existing or hereafter arising, contractual or tortious,
liquidated or unliquidated, regardless of how such indebtedness or liabilities
arise or by what agreement or instrument they may be evidenced or whether
evidenced by any agreement or instrument, including, but not limited to, any and
all of any Borrower's Indebtedness and/or liabilities under this Agreement, the
Other Documents or under any other agreement between Agent or Lenders and any
Borrower and any amendments, extensions, renewals or increases and all costs and
expenses of Agent and any Lender incurred in the documentation, negotiation,
modification, enforcement, collection or otherwise in connection with any of the
foregoing, including but not limited to reasonable attorneys' fees and expenses
and all obligations of any Borrower to Agent or Lenders to perform acts or
refrain from taking any action.

            "Original Owners" shall mean the Persons listed on Schedule A
attached hereto.

            "Other Documents" shall mean the Mortgage Documents, the Guaranty
Agreements, the Notes, the Questionnaire, the Intellectual Property Documents,
the Warrants, the Stock Pledge Documents, any document, instrument or agreement
entered into in connection with a Foreign Exchange Contact, and any and all
other agreements, instruments and documents, including, without limitation,
guaranties, pledges, powers of attorney, consents, and all other writings
heretofore, now or hereafter executed by any Borrower or any Guarantor and/or
delivered to Agent or any Lender in respect of the transactions contemplated by
this Agreement.

            "Overadvance Amount" shall mean $7,500,000 as of the Closing Date,
and such amount to decrease on a quarterly basis in an amount equal to
$1,250,000, commencing on March 31, 2001 and continuing on the last day of each
fiscal quarter thereafter, and the Overadvance shall equal $0 on or after June
30, 2002.

            "Parent" of any Person shall mean a corporation or other entity
owning, directly or indirectly at least 50% of the shares of stock or other
ownership interests having ordinary voting power to elect a majority of the
directors of the Person, or other Persons performing similar functions for any
such Person.

            "Participant" shall mean each Person who shall be granted the right
by any Lender to participate in any of the Advances and who shall have entered
into a participation agreement in form and substance satisfactory to such
Lender.

            "Payment Office" shall mean initially Two Tower Center Boulevard,
East Brunswick, New Jersey 08816; thereafter, such other office of Agent, if
any, which it may designate

                                       13

by notice to Borrowing Agent and to each Lender to be the Payment Office.

            "Permitted Encumbrances" shall mean (a) Liens in favor of Agent for
the benefit of Agent and Lenders; (b) Liens for taxes, assessments or other
governmental charges not delinquent or being contested in good faith and by
appropriate proceedings and with respect to which proper reserves have been
taken by Borrowers or a Borrower's Subsidiary; provided, that, the Lien shall
have no effect on the priority of the Liens in favor of Agent or the value of
the assets in which Agent has such a Lien and a stay of enforcement of any such
Lien shall be in effect; (c) Liens disclosed in the financial statements
referred to in Section 5.5, the existence of which Agent has consented to in
writing; (d) deposits or pledges to secure obligations under worker's
compensation, social security or similar laws, or under unemployment insurance;
(e) deposits or pledges to secure bids, tenders, contracts (other than contracts
for the payment of money), leases, statutory obligations, surety and appeal
bonds and other obligations of like nature arising in the ordinary course of any
Borrower's business; (f) judgment Liens that have been stayed or bonded and
mechanics', easements, carriers', workers', landlords', warehousemans',
materialmen's or other like Liens arising in the ordinary course of any
Borrower's or a Borrower's Subsidiary, business with respect to obligations
which are not due or which are being contested in good faith by the applicable
Borrower or a Borrower's Subsidiary; (g) Liens placed upon fixed assets
hereafter acquired to secure a portion of the purchase price thereof, provided
that (x) any such lien shall not encumber any other property of the Borrowers or
a Borrower's Subsidiary and (y) the aggregate amount of Indebtedness secured by
such Liens incurred as a result of such purchases during any fiscal year shall
not exceed the amount provided for in Section 7.6; and (h) Liens disclosed on
Schedule 1.2; and (i) liens in favor of Intergraph on the Maintenance
Receivables.

            "Person" shall mean any foreign or domestic individual, sole
proprietorship, partnership, corporation, business trust, joint stock company,
trust, unincorporated organization, association, limited liability company,
institution, public benefit corporation, joint venture, entity or government
(whether federal, state, county, city, municipal or otherwise, including any
instrumentality, division, agency, body or department thereof).

            "Plan" shall mean any employee benefit plan within the meaning of
Section 3(3) of ERISA, maintained for employees of Borrowers or any member of
the Controlled Group or any such Plan to which any Borrower or any member of the
Controlled Group is required to contribute on behalf of any of its employees.

            "Pledged Stock" shall mean collectively, the Bentley Pledged Stock,
BSI Netherlands Pledged Stock and BSI Australia Pledged Stock.

            "PNC" shall mean PNC Bank, National Association.

            "Pro Forma Balance Sheet" shall have the meaning set forth in
Section 5.5(a) hereof.

            "Pro Forma Financial Statements" shall have the meaning set forth in
Section 5.5(b) hereof.

            "Product Lines" shall mean the Civil, Raster and Plotting product
lines.

            "Projections" shall have the meaning set forth in Section 5.5(b)
hereof.

                                       14

            "Purchasing Lender" shall have the meaning set forth in Section
16.3(c) hereof.

            "Qualified Acquisition" shall mean an acquisition under Section
7.1(a) hereof by any Borrower or Subsidiary which satisfies all of the following
requirements: (a) no Default or Event of Default exists hereunder or would exist
after giving effect to such acquisition after the consolidation of the most
recent financial statements for the prior twelve (12) month period of Bentley
for the purpose of measuring financial covenant compliance under this Agreement;
(b) each Future Acquired Company organized in the United States becomes a
Borrower and executes and delivers to Agent all Future Acquired Company Loan
Documents and Agent shall have a first priority Lien on all of existing or
future property of such Future Acquired Company; (c) all lien searches
(performed at Borrowers' cost), corporate resolutions, corporate documents and
opinions reasonably required by Agent are delivered to Agent; (d) revised or
supplemented Schedules to this Agreement reflecting the additional new
Borrower(s) are delivered to Agent; (e) all property of the Future Acquired
Company is free and clear of any Liens other than the Lien of Agent and any
Permitted Encumbrances; (f) any and all Seller Debt incurred in such acquisition
is subordinated debt upon terms and conditions and subject to documentation
acceptable to Agent; (g) the cash portion of each acquisition purchase price
does not exceed $2,000,000 and in the aggregate cash and Seller Debt portion of
the acquisition purchase price for all such acquisitions during any fiscal year
does not exceed $5,000,000 (less any amounts spent by Borrowers during such year
for investments under section 7.4(g); (h) the acquisition conditions (including
the conditions set forth on Exhibit B attached hereto) have been fully satisfied
(as determined by Agent in its sole and absolute and commercially reasonable
discretion); (i) Borrowers shall have given Agent and Lenders thirty (30) days
written notice prior to the consummation of such acquisition; and (j) Borrowers
have an Undrawn Availability of at least $4,000,000 after giving effect to such
acquisition.

            "Questionnaire" shall mean the Perfection Certificate provided by
Borrowers and delivered to Agent.

            "RCRA" shall mean the Resource Conservation and Recovery Act, 42
U.S.C. Sections 6901 et seq., as same may be amended from time to time.

            "Real Property" shall mean all of each Borrower's right, title and
interest in and to the owned and leased premises identified on Schedule 4.19
hereto.

            "Receivables" shall mean and include, as to each Borrower and
Subsidiary of a Borrower (as applicable), all of such Person's accounts,
contract rights, instruments (including those evidencing indebtedness owed to
such Person by their Affiliates and including the Maintenance Receivables),
documents, chattel paper, general intangibles relating to accounts, drafts and
acceptances, and all other forms of obligations owing to such Person arising out
of or in connection with the sale or lease of Inventory or the rendition of
services, all guarantees and other security therefor, whether secured or
unsecured, now existing or hereafter created, and whether or not specifically
sold or assigned to Agent hereunder.

            "Receivables Advance Rate" shall have the meaning set forth in
Section 2.1(a) hereof.

            "Release" shall have the meaning set forth in Section 5.7(c)(i)
hereof.

            "Required Lenders" shall mean Lenders holding at least 66.6% of the
commitments

                                       15

hereunder.

            "Reserve Percentage" shall mean the maximum effective percentage in
effect on any day as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the reserve requirements (including,
without limitation, supplemental, marginal and emergency reserve requirements)
with respect to eurocurrency funding.

            "Revolving Advances" shall mean Advances made other than Letters of
Credit.

            "Revolving Credit Note" shall mean collectively, the promissory
note(s) referred to in Section 2.1(a) hereof.

            "Revolving Interest Rate" shall mean an interest rate per annum
equal to (a) the Alternate Base Rate with respect to Domestic Rate Loans, and
(b) the sum of the Eurodollar Rate plus the Eurodollar Applicable Margin with
respect to Eurodollar Rate Loans; provided, however, at any time that the
Overadvance Amount is greater than $0, the Revolving Interest Rate for an
outstanding amount of Revolving Advances equal to the then existing Overadvance
Amount shall be the per annum rate equal to the sum of the Alternate Base Rate
plus one hundred fifty (150) basis points.

            "Section 20 Subsidiary" shall mean the Subsidiary of the bank
holding company controlling PNC, which Subsidiary has been granted authority by
the Federal Reserve Board to underwrite and deal in certain Ineligible
Securities.

            "Seller Debt" shall mean indebtedness (including, without
limitation, all earnouts, consulting payments owed under consulting agreement to
any future owner of a Future Acquired Company and other contingent Indebtedness)
of a Borrower to a seller of a Future Acquired Company arising out of an
acquisition.

            "Senior Debt Payments" shall mean and include all cash actually
expended by Borrowers to make (a) interest payments on any Advances hereunder,
plus, (b) payments for all fees, commissions, expenses and charges set forth
herein and with respect to any Advances, plus (c) capitalized lease payments,
plus (d) principal and interest payments with respect to any other Indebtedness
for borrowed money, in each case excluding Seller Debt and Intergraph Debt
Payments.

            "Settlement Date" shall mean the Closing Date and thereafter
Wednesday of each week unless such day is not a Business Day in which case it
shall be the next succeeding Business Day.

            "Standstill Agreement" shall mean that certain Standstill Agreement
from Integraph to Agent (in form and substance satisfactory to Agent).

            "Stock Pledge Documents" shall mean that certain Collateral Pledge
Agreement from Bentley to Agent for the Bentley Pledged Stock, that certain
Collateral Pledge Agreement from BSI Netherlands to Agent for the BSI
Netherlands Pledged Stock, and that certain Collateral Pledge Agreement from BSI
Australia to Agent for the BSI Australia Pledged Stock, each dated as of the
Closing Date and in form and substance satisfactory to Agent.

                                       16

            "Subsidiary" shall mean a corporation or other entity of whose
shares of stock or other ownership interests having ordinary voting power (other
than stock or other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the directors of such
corporation, or other Persons performing similar functions for such entity, are
owned, directly or indirectly, by such Person.

            "Term" shall mean the Initial Term and each successive Renewal Term,
if any.

            "Toxic Substance" shall mean and include any material present on the
Real Property or the Leasehold Interests which has been shown to have
significant adverse effect on human health or which is subject to regulation
under the Toxic Substances Control Act (TSCA), 15 U.S.C. Sections 2601 et seq.,
applicable state law, or any other applicable Federal or state laws now in force
or hereafter enacted relating to toxic substances. "Toxic Substance" includes
but is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based
paints.

            "Transactions" shall have the meaning set forth in Section 5.5(a)
hereof.

            "Transferee" shall have the meaning set forth in Section 16.3(b)
hereof.

            "US Companies" shall mean collectively, Bentley Software, Atlantech
and GEOPAK.

            "UCC" shall mean the Uniform Commercial Code, as adopted in the
Commonwealth of Pennsylvania.

            "Undrawn Availability" at a particular date shall mean an amount
equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Loan
Amount minus (b) the sum of (i) the outstanding amount of Advances plus (ii) all
amounts due and owing to Borrowers' trade creditors which are outstanding beyond
normal trade terms, plus (iii) fees and expenses under this Agreement for which
Borrowers are liable but which have not been paid or charged to Borrowers'
Account.

            "Warrants" shall mean those certain Common Stock Purchase Warrants
dated as of the Closing Date issued by Bentley to (a) PNC, as a Lender, having
640,844 shares of Bentley's common stock issuable thereunder and (b) Citicorp,
as a Lender, having 347,446 of Bentley's common stock issuable thereunder, and
certain Warrant Purchase Agreements between Bentley and PNC and between Bentley
and Citicorp.

            "Week" shall mean the time period commencing with the opening of
business on a Wednesday and ending on the end of business the following Tuesday.

      1.3. Uniform Commercial Code Terms. All terms used herein and defined in
the UCC shall have the meaning given therein unless otherwise defined herein.

      1.4. Certain Matters of Construction. The terms "herein", "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular section, paragraph or subdivision. Any pronoun used
shall be deemed to cover all genders. Wherever appropriate in the context, terms
used herein in the singular also include the plural and vice versa. All
references to statutes and related regulations shall include any amendments of
same and any successor statutes and regulations. Unless otherwise provided, all
references to any instruments or

                                       17

agreements to which Agent is a party, including, without limitation, references
to any of the Other Documents, shall include any and all modifications or
amendments thereto and any and all extensions or renewals thereof.

II.   ADVANCES, PAYMENTS.

      2.1. Revolving Advances.

            Subject to the terms and conditions set forth in this Agreement each
Lender, severally and not jointly, will make Revolving Advances to Borrowers in
aggregate amounts outstanding at any time equal to such Lender's Commitment
Percentage of the lesser of (x) the Maximum Loan Amount less the aggregate
amount of outstanding Letters of Credit or (y) an amount equal to the sum of:

                  (a) up to 85% of Eligible Receivables ("Receivables Advance
Rate"), plus

                  (b) the Overadvance Amount, minus;

                  (c) the aggregate amount of outstanding Letters of Credit;
minus

                  (d) such reserves as Agent may reasonably deem proper and
necessary from time to time based upon Agent's determination (in its sole but
reasonable discretion) that there has been an adverse change in Borrowers'
credit or in the Collateral.

The amount derived from the sum of (x) Sections 2.1(a) plus (y) Section 2.1(b)
minus (z) Section 2.1(c) at any time and from time to time shall be referred to
as the "Formula Amount". Borrowers' obligation to repay the Revolving Advances
shall be evidenced by the Revolving Credit Notes, substantially in the form
attached hereto as Exhibit 2.1(a) ("Notes").

      2.2. Procedure for Borrowing Advances.

            (a) Borrowing Agent on behalf of any Borrower may notify Agent prior
to 11:00 a.m. on a Business Day of a Borrower's request to incur, on that day, a
Revolving Advance hereunder. Unless requested pursuant to Section 2.2(b) below,
all Advances shall be Domestic Rate Loans. Should any amount required to be paid
as interest hereunder, or as fees or other charges under this Agreement or any
other related agreement with Agent or Lenders, or with respect to any other
Obligation, become due, same shall be deemed a request for a Revolving Advance
as of the date such payment is due, in the amount required to pay in full such
interest, fee, charge or Obligation under this Agreement or any other agreement
with Agent or Lenders, and such request shall be irrevocable. Notwithstanding
anything to the contrary contained herein, Revolving Advances deemed to be
requested pursuant to this Section 2.2(a) shall be made regardless of (i) the
existence or continuance of any Default or Event of Default; (ii) the fact that
the aggregate amount outstanding of all Revolving Advances after giving effect
to such deemed request shall exceed the Maximum Loan Amount or the Formula
Amount, or (iii) any other restrictions on the making of Revolving Advances
contained herein.

            (b) Notwithstanding the provisions of (a) above, in the event any
Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give
Agent at least three (3)

                                       18

Business Days' prior written notice, specifying (i) the date of the proposed
borrowing (which shall be a Business Day), (ii) the type of borrowing and the
amount on the date of such Advance to be borrowed, which amount shall be in a
minimum amount of $1,000,000 and in integral multiples of $500,000 thereafter,
and (iii) the duration of the first Interest Period therefor. Interest Periods
for Eurodollar Rate Loans shall be for one, two, or three months; provided, if
an Interest Period would end on a day that is not a Business Day, it shall end
on the next succeeding Business Day unless such day falls in the next succeeding
calendar month in which case the Interest Period shall end on the next preceding
Business Day. No Eurodollar Rate Loan shall be made available to Borrowers
during the continuance of a Default or an Event of Default.

            (c) Each Interest Period of a Eurodollar Rate Loan shall commence on
the date such Eurodollar Rate Loan is made and shall end on such date as
Borrowing Agent may elect as set forth in subsection (b)(iii) above provided
that the exact length of each Interest Period shall be determined in accordance
with the practice of the interbank market for offshore Dollar deposits and no
Interest Period shall end after the last day of the Term. Borrowing Agent shall
elect the initial Interest Period applicable to a Eurodollar Rate Loan by its
notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice
of conversion given to Agent pursuant to Section 2.2(d), as the case may be.
Borrowing Agent shall elect the duration of each succeeding Interest Period by
giving irrevocable written notice to Agent of such duration not less than three
(3) Business Days prior to the last day of the then current Interest Period
applicable to such Eurodollar Rate Loan. If Agent does not receive timely notice
of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to
have elected to convert to a Domestic Rate Loan subject to Section 2.2(d)
hereinbelow.

            (d) Provided that no Event of Default shall have occurred and be
continuing, any Borrower may, on the last Business Day of the then current
Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any
Business Day with respect to Domestic Rate Loans, convert any such loan into a
loan of another type in the same aggregate principal amount provided that any
conversion of a Eurodollar Rate Loan shall be made only on the last Business Day
of the then current Interest Period applicable to such Eurodollar Rate Loan. If
a Borrower desires to convert a loan, Borrowing Agent shall give Agent not less
than three (3) Business Days' prior written notice to convert from a Domestic
Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written
notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan,
specifying the date of such conversion, the loans to be converted and if the
conversion is from a Domestic Rate Loan to any other type of loan, the duration
of the first Interest Period therefor. After giving effect to each such
conversion, there shall not be outstanding more than five (5) Eurodollar Rate
Loans, in the aggregate.

            (e) At its option and upon three (3) Business Days' prior written
notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time
or in part from time to time, without premium or penalty, but with accrued
interest on the principal being prepaid to the date of such repayment. Such
Borrower shall specify the date of prepayment of Advances which are Eurodollar
Rate Loans and the amount of such prepayment. In the event that any prepayment
of a Eurodollar Rate Loan is required or permitted on a date other than the last
Business Day of the then current Interest Period with respect thereto, such
Borrower shall indemnify Agent and Lenders therefor in accordance with Section
2.2(f) hereof.

            (f) Each Borrower shall indemnify Agent and Lenders and hold Agent
and Lenders harmless from and against any and all losses or expenses that Agent
and Lenders may

                                       19

sustain or incur as a consequence of any voluntary prepayment, any mandatory
prepayment of any Eurodollar Rate Loans resulting from Revolving Advances
exceeding the Formula Amount, voluntary conversion of or any default by any
Borrower in the payment of the principal of or interest on any Eurodollar Rate
Loan or failure by any Borrower to complete a borrowing of, a prepayment of or
conversion of or to a Eurodollar Rate Loan after notice thereof has been given,
including, but not limited to, any interest payable by Agent or Lenders to
lenders of funds obtained by it in order to make or maintain its Eurodollar Rate
Loans hereunder. A certificate as to any additional amounts payable pursuant to
the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall
be conclusive absent manifest error. Such certificate shall be delivered to
Borrowing Agent within sixty (60) days of any such loss.

            (g) Notwithstanding any other provision hereof, if any applicable
law, treaty, regulation or directive, or any change therein or in the
interpretation or application thereof, shall make it unlawful for any Lender
(for purposes of this subsection (g), the term "Lender" shall include any Lender
and the office or branch where any Lender or any corporation or bank controlling
such Lender makes or maintains any Eurodollar Rate Loans to make or maintain its
Eurodollar Rate Loans), the obligation of Lenders to make Eurodollar Rate Loans
hereunder, as the case may be, shall forthwith be cancelled and Borrowers shall,
if any affected Eurodollar Rate Loans are then outstanding, promptly upon
request from Agent, either pay all such affected Eurodollar Rate Loans or
convert such affected Eurodollar Rate Loans into loans of another type. If any
such payment or conversion of any Eurodollar Rate Loan is made on a day that is
not the last day of the Interest Period applicable to such Eurodollar Rate Loan,
Borrowers shall pay Agent, upon Agent's request, such amount or amounts as may
be necessary to compensate Lenders for any loss or expense sustained or incurred
by Lenders in respect of such Eurodollar Rate Loan as a result of such payment
or conversion, including (but not limited to) any interest or other amounts
payable by Lenders to lenders of funds obtained by Lenders in order to make or
maintain such Eurodollar Rate Loan. A certificate as to any additional amounts
payable pursuant to the foregoing sentence submitted by Lenders to Borrowing
Agent shall be conclusive absent manifest error. Such certificate shall be
delivered to Borrowing Agent within sixty (60) days of any such loss.

      2.3. Disbursement of Advance Proceeds. All Advances shall be disbursed
from whichever office or other place Agent may designate from time to time and,
together with any and all other Obligations of Borrowers to Agent or Lenders,
shall be charged to Borrowers' Account on Agent's books. During the Term,
Borrowers may use the Revolving Advances by borrowing, prepaying and
reborrowing, all in accordance with the terms and conditions hereof. The
proceeds of each Revolving Advance requested by Borrowers or deemed to have been
requested by Borrowers under Section 2.2(a) hereof shall, with respect to
requested Revolving Advances to the extent Lenders make such Revolving Advances,
be made available to the applicable Borrower on the day so requested by way of
credit to such Borrower's operating account at PNC, or such other bank as
Borrowing Agent may designate following notification to Agent, in immediately
available federal funds or other immediately available funds or, with respect to
Revolving Advances deemed to have been requested by any Borrower pursuant to the
second sentence of Section 2.2, be disbursed to Agent to be applied to the
outstanding Obligations giving rise to such deemed request.

      2.4. INTENTIONALLY OMITTED.

      2.5. Maximum Advances. The aggregate balance of Advances outstanding at
any time shall not exceed the lesser of (a) Maximum Loan Amount or (b) the
Formula Amount.

                                       20

      2.6. Repayment of Advances.

            (a) The Revolving Advances and (except to the extent otherwise
required hereunder to be paid sooner) all other Obligations shall be due and
payable in full on the last day of the Term subject to earlier prepayment as
herein provided.

            (b) Each Borrower recognizes that the amounts evidenced by checks,
notes, drafts or any other items of payment relating to and/or proceeds of
Collateral may not be collectible by Agent on the date received. In
consideration of Agent's agreement to conditionally credit Borrowers' Account as
of the Business Day on which Agent receives those items of payment, each
Borrower agrees that, in computing the charges under this Agreement, all items
of payment shall be deemed applied by Agent on account of the Obligations one
(1) Business Day after the Business Day Agent receives such payments via wire
transfer or electronic depository check. Agent is not, however, required to
credit Borrowers' Account for the amount of any item of payment which is
unsatisfactory to Agent and Agent may charge Borrowers' Account for the amount
of any item of payment which is credited and thereafter returned to Agent
unpaid.

            (c) All payments of principal, interest and other amounts payable
hereunder, or under any of the Other Documents shall be made to Agent at the
Payment Office not later than 1:00 P.M. (New York Time) on the due date therefor
in lawful money of the United States of America in federal funds or other funds
immediately available to Agent. Agent shall have the right to effectuate payment
on any and all Obligations due and owing hereunder by charging Borrowers'
Account or by making Advances as provided in Section 2.2 hereof.

            (d) Borrowers shall pay principal, interest, and all other amounts
payable hereunder, or under any related agreement, without any deduction
whatsoever, including, but not limited to, any deduction for any setoff or
counterclaim.

      2.7. Repayment of Excess Advances. The aggregate balance of Advances
outstanding at any time in excess of the maximum amount of Advances permitted
hereunder shall be immediately due and payable without the necessity of any
demand, at the Payment Office, whether or not a Default or Event of Default has
occurred.

      2.8. Statement of Account. Agent shall maintain, in accordance with its
customary procedures, a loan account ("Borrowers' Account") in the name of
Borrowers in which shall be recorded the date and amount of each Advance made by
Agent and the date and amount of each payment in respect thereof; provided,
however, the failure by Agent to record the date and amount of any Advance shall
not adversely affect Agent or any Lender. Each month, Agent shall send to
Borrowing Agent a statement showing the accounting for the Advances made,
payments made or credited in respect thereof, and other transactions between
Agent and Borrowers, during such month. The monthly statements shall be deemed
correct and binding upon Borrowers in the absence of manifest error and shall
constitute an account stated between Lenders and Borrowers unless Agent receives
a written statement of Borrowers' specific exceptions thereto within thirty (30)
days after such statement is received by Borrowing Agent. The records of Agent
with respect to the loan account shall be conclusive evidence absent manifest
error of the amounts of Advances and other charges thereto and of payments
applicable thereto.

      2.9. Letters of Credit. Subject to the terms and conditions hereof, Agent
shall issue or cause the issuance of Letters of Credit ("Letters of Credit") on
behalf of any Borrower; provided,

                                       21

however, that Agent will not be required to issue or cause to be issued any
Letters of Credit to the extent that the face amount of such Letters of Credit
would then cause the sum of (i) the outstanding Revolving Advances plus (ii)
outstanding Letters of Credit to exceed the lesser of (x) the Maximum Loan
Amount or (y) the Formula Amount. The maximum amount of outstanding Letters of
Credit shall not exceed $4,000,000 in the aggregate at any time. All
disbursements or payments related to Letters of Credit shall be deemed to be
Domestic Rate Loans consisting of Revolving Advances and shall bear interest at
the Revolving Interest Rate for Domestic Rate Loans; Letters of Credit that have
not been drawn upon shall not bear interest.

      2.10. Issuance of Letters of Credit.

            (a) Borrowing Agent, on behalf of any Borrower or Subsidiary, may
request Agent to issue or cause the issuance of a Letter of Credit by delivering
to Agent at the Payment Office, Agent's form of Letter of Credit Application
(the "Letter of Credit Application") completed to the satisfaction of Agent;
and, such other certificates, documents and other papers and information as
Agent may reasonably request. Borrowing Agent, on behalf of any Borrower or
Subsidiary, also has the right to give instructions and make agreements with
respect to any application, any applicable letter of credit and security
agreement, any applicable letter of credit reimbursement agreement and/or any
other applicable agreement, any letter of credit and the disposition of
documents, disposition of any unutilized funds, and to agree with Agent upon any
amendment, extension or renewal of any Letter of Credit.

            (b) Each Letter of Credit shall, among other things, (i) provide for
the payment of sight drafts or acceptances of usance drafts when presented for
honor thereunder in accordance with the terms thereof and when accompanied by
the documents described therein and (ii) have an expiry date not later than one
(1) year after such Letter of Credit's date of issuance and in no event later
than the last day of the Term. Each Letter of Credit shall be subject to the
Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500, and any amendments or
revision thereof adhered to by the Issuer and, to the extent not inconsistent
therewith, the laws of the Commonwealth of Pennsylvania .

            (c) Agent shall use its reasonable efforts to notify Lenders of the
request by Borrowing Agent for a Letter of Credit hereunder.

      2.11. Requirements For Issuance of Letters of Credit.

            (a) In connection with the issuance of any Letter of Credit,
Borrowers shall indemnify, save and hold Agent, each Lender and each Issuer
harmless from any loss, cost, expense or liability arising from a third party
claim, including, without limitation, payments made by Agent, any Lender or any
Issuer and expenses and reasonable attorneys' fees incurred by Agent, any Lender
or Issuer arising out of, or in connection with, any Letter of Credit to be
issued or created for any Borrower or Subsidiary. Borrowers shall be bound by
Agent's or any Issuer's regulations and good faith interpretations of any Letter
of Credit issued or created for Borrowers' Account, although this interpretation
may be different from its own; and, neither Agent, nor any Lender, nor any
Issuer nor any of their correspondents shall be liable for any error,
negligence, or mistakes, whether of omission or commission, in following
Borrowing Agent's or any Borrower's instructions or those contained in any
Letter of Credit, or of any modifications, amendments or supplements thereto or
in issuing or paying any Letter of Credit, except for Agent's, any Lender's, any
Issuer's or such correspondents' gross negligence or willful misconduct.

                                       22

            (b) Borrowing Agent shall authorize and direct any Issuer to name
the applicable Borrower or Subsidiary as the "Applicant" or "Account Party" of
each Letter of Credit. If Agent is not the Issuer of any Letter of Credit,
Borrowing Agent shall authorize and direct the Issuer to deliver to Agent all
instruments, documents, and other writings and property received by the Issuer
pursuant to the Letter of Credit and to accept and rely upon Agent's
instructions and agreements with respect to all matters arising in connection
with the Letter of Credit.

            (c) In connection with all Letters of Credit issued or caused to be
issued by Agent under this Agreement, each Borrower hereby appoints Agent, or
its designee, as its attorney, with full power and authority to, after and
during the continuance of an Event of Default (i) sign and/or endorse such
Borrower's name upon any warehouse or other receipts, letter of credit
applications and acceptances; (ii) sign such Borrower's name on bills of lading;
(iii) clear Inventory through the United States of America Customs Department
("Customs") in the name of such Borrower or Agent or Agent's designee, and to
sign and deliver to Customs officials powers of attorney in the name of such
Borrower for such purpose; and (iv) complete in such Borrower's name or Agent's,
or in the name of Agent's designee, any order, sale or transaction, obtain the
necessary documents in connection therewith, and collect the proceeds thereof.
Neither Agent nor its attorneys will be liable for any acts or omissions nor for
any error of judgment or mistakes of fact or law, except for Agent's or its
attorney's gross negligence or willful misconduct. This power, being coupled
with an interest, is irrevocable as long as any Letters of Credit remain
outstanding.

            (d) Each Lender shall to the extent of the percentage amount equal
to the product of such Lender's Commitment Percentage times the aggregate amount
of all unreimbursed reimbursement obligations arising from disbursements made or
obligations incurred with respect to the Letters of Credit be deemed to have
irrevocably purchased an undivided participation in each such unreimbursed
reimbursement obligation. In the event that at the time a disbursement is made
the unpaid balance of Revolving Advances exceeds or would exceed, with the
making of such disbursement, the lesser of the Maximum Loan Amount or the
Formula Amount, and such disbursement is not reimbursed by Borrowers within two
(2) Business Days, Agent shall promptly notify each Lender and upon Agent's
demand each Lender shall pay to Agent such Lender's proportionate share of such
unreimbursed disbursement together with such Lender's proportionate share of
Agent's unreimbursed costs and expenses relating to such unreimbursed
disbursement. Upon receipt by Agent of a repayment from any Borrower of any
amount disbursed by Agent for which Agent had already been reimbursed by
Lenders, Agent shall deliver to each Lender that Lender's pro rata share of such
repayment. Each Lender's participation commitment shall continue until the last
to occur of any of the following events: (A) Agent ceases to be obligated to
issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit
issued hereunder remains outstanding and uncancelled or (C) all Persons (other
than the applicable Borrower) have been fully reimbursed for all payments made
under or relating to Letters of Credit.

      2.12. Additional Payments. Any sums expended by Agent or any Lender due to
any Borrower's failure to perform or comply with its obligations under this
Agreement or any Other Document including, without limitation, any Borrower's
obligations under Sections 4.2, 4.4, 4.12, 4.13, 4.14 and 6.1 hereof, may be
charged to Borrowers' Account as a Revolving Advance and added to the
Obligations.

      2.13. Manner of Borrowing and Payment.

                                       23

            (a) Each borrowing of Revolving Advances shall be advanced according
to the applicable Commitment Percentages of Lenders.

            (b) Each payment (including each prepayment) by Borrowers on account
of the principal of and interest on the Revolving Advances, shall be applied to
the Revolving Advances pro rata according to the applicable Commitment
Percentages of Lenders. Except as expressly provided herein, all payments
(including prepayments) to be made by any Borrower on account of principal,
interest and fees shall be made without set off or counterclaim and shall be
made to Agent on behalf of the Lenders to the Payment Office, in each case on or
prior to 1:00 P.M., New York time, in Dollars and in immediately available
funds.

            (c) (i) Notwithstanding anything to the contrary contained in
Sections 2.13(a) and (b) hereof, commencing with the first Business Day
following the Closing Date, each borrowing of Revolving Advances shall be
advanced by Agent and each payment by any Borrower on account of Revolving
Advances shall be applied first to those Revolving Advances advanced by Agent.
On or before 1:00 P.M., New York time, on each Settlement Date commencing with
the first Settlement Date following the Closing Date, Agent and Lenders shall
make certain payments as follows: (I) if the aggregate amount of new Revolving
Advances made by Agent during the preceding Week (if any) exceeds the aggregate
amount of repayments applied to outstanding Revolving Advances during such
preceding Week, then each Lender shall provide Agent with funds in an amount
equal to its applicable Commitment Percentage of the difference between (w) such
Revolving Advances and (x) such repayments and (II) if the aggregate amount of
repayments applied to outstanding Revolving Advances during such Week exceeds
the aggregate amount of new Revolving Advances made during such Week, then Agent
shall provide each Lender with funds in an amount equal to its applicable
Commitment Percentage of the difference between (y) such repayments and (z) such
Revolving Advances.

                  (ii) Each Lender shall be entitled to earn interest at the
applicable Revolving Interest Rate on outstanding Advances which it has funded.

                  (iii) Promptly following each Settlement Date, Agent shall
submit to each Lender a certificate with respect to payments received and
Advances made during the Week immediately preceding such Settlement Date. Such
certificate of Agent shall be conclusive in the absence of manifest error.

            (d) If any Lender or Participant (a "benefited Lender") shall at any
time receive any payment of all or part of its Advances, or interest thereon, or
receive any Collateral in respect thereof (whether voluntarily or involuntarily
or by set-off) in a greater proportion than any such payment to and Collateral
received by any other Lender, if any, in respect of such other Lender's
Advances, or interest thereon, and such greater proportionate payment or receipt
of Collateral is not expressly permitted hereunder, such benefited Lender shall
purchase for cash from the other Lenders a participation in such portion of each
such other Lender's Advances, or shall provide such other Lender with the
benefits of any such Collateral, or the proceeds thereof, as shall be necessary
to cause such benefited Lender to share the excess payment or benefits of such
Collateral or proceeds ratably with each of the other Lenders; provided,
however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. Each Lender so purchasing a portion of another
Lender's Advances may exercise all rights of payment (including, without
limitation, rights of set-off) with respect to such portion as

                                       24

fully as if such Lender were the direct holder of such portion.

            (e) Unless Agent shall have been notified by telephone, confirmed in
writing, by any Lender that such Lender will not make the amount which would
constitute its applicable Commitment Percentage of the Advances available to
Agent, Agent may (but shall not be obligated to) assume that such Lender shall
make such amount available to Agent on the next Settlement Date and, in reliance
upon such assumption, make available to Borrowers a corresponding amount. Agent
will promptly notify Borrowers of its receipt of any such notice from a Lender.
If such amount is made available to Agent on a date after such next Settlement
Date, such Lender shall pay to Agent on demand an amount equal to the product of
(i) the daily average Federal Funds Rate (computed on the basis of a year of 360
days) during such period as quoted by Agent, times (ii) such amount, times (iii)
the number of days from and including such Settlement Date to the date on which
such amount becomes immediately available to Agent. A certificate of Agent
submitted to any Lender with respect to any amounts owing under this paragraph
(e) shall be conclusive, in the absence of manifest error. If such amount is not
in fact made available to Agent by such Lender within three (3) Business Days
after such Settlement Date, Agent shall be entitled to recover such an amount,
with interest thereon at the rate per annum then applicable to such Revolving
Advances hereunder, on demand from Borrowers; provided, however, that Agent's
right to such recovery shall not prejudice or otherwise adversely affect
Borrowers' rights (if any) against such Lender.

      2.14. Use of Proceeds. Borrowers shall apply the proceeds of Advances to
(i) repay existing indebtedness owed to Exiting Lender, (ii) to consummate the
Acquisition, (iii) pay fees and expenses relating to this transaction, and (iv)
to provide for their working capital needs.

      2.15. Defaulting Lender.

            (a) Notwithstanding anything to the contrary contained herein, in
the event any Lender (x) has refused (which refusal constitutes a breach by such
Lender of its obligations under this Agreement) to make available its portion of
any Advance or (y) notifies either Agent or Borrowing Agent that it does not
intend to make available its portion of any Advance (if the actual refusal would
constitute a breach by such Lender of its obligations under this Agreement)
(each, a "Lender Default"), all rights and obligations hereunder of such Lender
(a "Defaulting Lender") as to which a Lender Default is in effect and of the
other parties hereto shall be modified to the extent of the express provisions
of this Section 2.15 while such Lender Default remains in effect.

            (b) Advances shall be incurred pro rata from Lenders
("Non-Defaulting Lenders") which are not Defaulting Lenders based on their
respective Commitment Percentages, and no Commitment Percentage of any Lender or
any pro rata share of any Advances required to be advanced by any Lender shall
be increased as a result of such Lender Default. Amounts received in respect of
principal of any type of Advances shall be applied to reduce the applicable
Advances of each Lender pro rata based on the aggregate of the outstanding
Advances of that type of all Lenders at the time of such application; provided,
that, such amount shall not be applied to any Advances of a Defaulting Lender at
any time when, and to the extent that, the aggregate amount of Advances of any
Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage
of all Advances then outstanding.

            (c) A Defaulting Lender shall not be entitled to give instructions
to Agent or to approve, disapprove, consent to or vote on any matters relating
to this Agreement and the Other Documents. All amendments, waivers and other
modifications of this Agreement and the Other

                                       25

Documents may be made without regard to a Defaulting Lender and, for purposes of
the definition of "Required Lenders", a Defaulting Lender shall be deemed not to
be a Lender and not to have Advances outstanding.

            (d) Other than as expressly set forth in this Section 2.15, the
rights and obligations of a Defaulting Lender (including the obligation to
indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in
this Section 2.15 shall be deemed to release any Defaulting Lender from its
obligations under this Agreement and the Other Documents, shall alter such
obligations, shall operate as a waiver of any default by such Defaulting Lender
hereunder, or shall prejudice any rights which any Borrower, Agent or any Lender
may have against any Defaulting Lender as a result of any default by such
Defaulting Lender hereunder.

            (e) In the event a Defaulting Lender retroactively cures to the
satisfaction of Agent the breach which caused a Lender to become a Defaulting
Lender, such Defaulting Lender shall no longer be a Defaulting Lender and shall
be treated as a Lender under this Agreement.

III. INTEREST AND FEES.

      3.1. Interest. Interest on Advances shall be payable in arrears on the
first day of each month with respect to Domestic Rate Loans and, with respect to
Eurodollar Rate Loans, at the end of each Interest Period. Interest charges
shall be computed on the actual principal amount of Advances (other than
outstanding Letters of Credit) outstanding during the month (the "Monthly
Advances") at a rate per annum equal to the applicable Revolving Interest Rate.
Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is
increased or decreased, the applicable Revolving Interest Rate for Domestic Rate
Loans shall be similarly changed without notice or demand of any kind by an
amount equal to the amount of such change in the Alternate Base Rate during the
time such change or changes remain in effect. The Eurodollar Rate shall be
adjusted with respect to Eurodollar Rate Loans without notice or demand of any
kind on the effective date and to the extent of any change in the Reserve
Percentage as of such effective date. Upon and after the occurrence of an Event
of Default and during the continuation thereof, the Obligations shall bear
interest at the Revolving Interest Rate plus two hundred (200) basis points per
annum, as applicable ("Default Rate").

      3.2. Letter of Credit Fees.

            (a) Borrowers shall pay (x) to Agent, for the benefit of Lenders,
fees for each Letter of Credit for the period from and excluding the date of
issuance of same to and including the date of expiration or termination, equal
to the average daily face amount of each outstanding Letter of Credit multiplied
by the Eurodollar Applicable Margin per annum, such fees to be calculated on the
basis of a 360-day year for the actual number of days elapsed and to be payable
monthly in arrears on the first day of each month and on the last day of the
Term and (y) to the Issuer, any and all fees and expenses as agreed upon by the
Issuer and the Borrowing Agent in connection with any Letter of Credit,
including, without limitation, in connection with the opening, amendment or
renewal of any such Letter of Credit and any acceptances created thereunder and
shall reimburse Agent for any and all fees and expenses, if any, paid by Agent
to the Issuer (all of the foregoing fees, the "Letter of Credit Fees"). All such
charges shall be deemed earned in full on the date when the same are due and
payable hereunder and shall not be subject to rebate or proration upon the
termination of this Agreement for any reason. Any such charge in effect at the
time of a particular transaction shall be the charge for that transaction,
notwithstanding any subsequent change in the

                                       26

Issuer's prevailing charges for that type of transaction. All Letter of Credit
Fees payable hereunder shall be deemed earned in full on the date when the same
are due and payable hereunder and shall not be subject to rebate or proration
upon the termination of this Agreement for any reason.

            (b) Upon the occurrence and during the continuance of an Event of
Default or upon the termination of this Agreement, upon demand, Borrowers will
cause cash to be deposited and maintained in an account with Agent, as cash
collateral, in an amount equal to 105% of the outstanding Letters of Credit, and
each Borrower hereby irrevocably authorizes Agent, in its discretion, on such
Borrower's behalf and in such Borrower's name, to open such an account and to
make and maintain deposits therein, or in an account opened by such Borrower, in
the amounts required to be made by such Borrower, out of the proceeds of
Receivables or other Collateral or out of any other funds of such Borrower
coming into any Lender's possession at any time. Agent will invest such cash
collateral (less applicable reserves) in such short-term money-market items as
to which Agent and such Borrower mutually agree and the net return on such
investments shall be credited to such account and constitute additional cash
collateral. No Borrower may withdraw amounts credited to any such account except
upon payment and performance in full of all Obligations and termination of this
Agreement.

      3.3. Fees.

            (a) Facility Fee. If, for any month during the Term, the average
daily unpaid balance of the Revolving Advances and the average daily outstanding
balance Letters of Credit for each day of such month does not equal the Maximum
Loan Amount, then Borrowers shall pay to Agent, for the ratable benefit of
Lenders, a fee at a rate equal to 0.375% per annum on the amount by which the
Maximum Loan Amount exceeds such average daily unpaid balance. Such fee shall be
payable to Agent in arrears on the last Business Day of each month.

            (b) Collateral Evaluation Fee. Borrowers shall pay Agent a
collateral evaluation fee equal to $3,500 per month commencing on the first day
of the month following the Closing Date and on the first day of each month
thereafter during the Term. The collateral evaluation fee shall be deemed earned
in full on the date when same is due and payable hereunder and shall not be
subject to rebate or proration upon termination of this Agreement for any
reason.

            (c) Closing Fee. Borrowers shall pay to Agent a $500,000
non-refundable closing fee on the Closing Date ("Closing Fee"), less amounts
previously paid by Borrowers to Agent.

            (d) Collateral Monitoring Fee. Borrowers shall pay to Agent on the
first day of each month following any month in which Agent performs any
collateral monitoring, a collateral monitoring fee in an amount equal to $750
per day for each person performing such examination or analysis, plus all costs
and disbursements actually incurred by Agent in the performance of such
examination or analysis.

      3.4. Computation of Interest and Fees. Interest and fees hereunder shall
be computed on the basis of a year of 360 days and for the actual number of days
elapsed. If any payment to be made hereunder becomes due and payable on a day
other than a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and interest thereon shall be payable at the applicable
Revolving Interest Rate during such extension.

                                       27

      3.5. Maximum Charges. In no event whatsoever shall interest and other
charges charged hereunder exceed the highest rate permissible under law. In the
event interest and other charges as computed hereunder would otherwise exceed
the highest rate permitted under law, such excess amount shall be first applied
to any unpaid principal balance owed by Borrowers, and if the then remaining
excess amount is greater than the previously unpaid principal balance, Lenders
shall promptly refund such excess amount to Borrowers and the provisions hereof
shall be deemed amended to provide for such permissible rate.

      3.6. Increased Costs. In the event that any applicable law, treaty or
governmental regulation, or any change therein or in the interpretation or
application thereof, or compliance by any Lender (for purposes of this Section
3.6, the term "Lender" shall include Agent or any Lender and any corporation or
bank controlling Agent or any Lender) and the office or branch where Agent or
any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any
request or directive (whether or not having the force of law) from any central
bank or other financial, monetary or other authority, shall:

            (a) subject Agent or any Lender to any tax of any kind whatsoever
with respect to this Agreement or any Other Document or change the basis of
taxation of payments to Agent or any Lender of principal, fees, interest or any
other amount payable hereunder or under any Other Documents (except for changes
in the rate of tax on the overall net income of Agent or any Lender);

            (b) impose, modify or hold applicable any reserve, special deposit,
assessment or similar requirement against assets held by, or deposits in or for
the account of, advances or loans by, or other credit extended by, any office of
Agent or any Lender, including (without limitation) pursuant to Regulation D of
the Board of Governors of the Federal Reserve System; or

            (c) impose on Agent or any Lender or the London interbank Eurodollar
market any other condition with respect to this Agreement or any Other Document;

and the result of any of the foregoing is to increase the cost to Agent or any
Lender of making, renewing or maintaining its Advances hereunder by an amount
that Agent or such Lender deems to be material or to reduce the amount of any
payment (whether of principal, interest or otherwise) in respect of any of the
Advances by an amount that Agent or such Lender deems to be material, then, in
any case Borrowers shall promptly pay Agent or such Lender, upon its demand,
such additional amount as will compensate Agent or such Lender for such
additional cost or such reduction, as the case may be, provided that the
foregoing shall not apply to increased costs which are reflected in the
Eurodollar Rate, as the case may be. Agent or such Lender shall certify the
amount of such additional cost or reduced amount to Borrowers, and such
certification shall be conclusive absent manifest error.

      3.7. Basis For Determining Eurodollar Interest Rate Inadequate or Unfair.
In the event that Agent or any Lender shall have determined that reasonable
means do not exist for ascertaining the Eurodollar Rate applicable pursuant to
Section 2.2 hereof for any Interest Period; then Agent shall give Borrowing
Agent prompt written, telephonic or telegraphic notice of such determination. If
such notice is given, (i) any such requested Eurodollar Rate Loan shall be made
as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than
10:00 a.m. (New York City time) two (2) Business Days prior to the date of such
proposed borrowing, that its request for such borrowing shall be cancelled or
made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan
or Eurodollar Rate Loan which was to have been converted to an affected type

                                       28

of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate
Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New
York City time) two (2) Business Days prior to the proposed conversion, shall be
maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any
outstanding affected Eurodollar Rate Loans shall be converted into a Domestic
Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m.
(New York City time) two (2) Business Days prior to the last Business Day of the
then current Interest Period applicable to such affected Eurodollar Rate Loan,
shall be converted into an unaffected type of Eurodollar Rate Loan, on the last
Business Day of the then current Interest Period for such affected Eurodollar
Rate Loans. Until such notice has been withdrawn, Lenders shall have no
obligation to make an affected type of Eurodollar Rate Loan or maintain
outstanding affected Eurodollar Rate Loans and no Borrower shall have the right
to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan
into an affected type of Eurodollar Rate Loan.

      3.8 Capital Adequacy.

            (a) In the event that Agent or any Lender shall have determined that
any applicable law, rule, regulation or guideline regarding capital adequacy, or
any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by Agent or any
Lender (for purposes of this Section 3.8, the term "Lender" shall include Agent
or any Lender and any corporation or bank controlling Agent or any Lender) and
the office or branch where Agent or any Lender makes or maintains any Eurodollar
Rate Loans with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on Agent's
or any Lender's capital as a consequence of its obligations hereunder to a level
below that which Agent or such Lender could have achieved but for such adoption,
change or compliance (taking into consideration Agent's and each Lender's
policies with respect to capital adequacy) by an amount deemed by Agent or any
Lender to be material, then, from time to time, Borrowers shall pay upon demand
to Agent or such Lender such additional amount or amounts as will compensate
Agent or such Lender for such reduction. In determining such amount or amounts,
Agent or such Lender may use any reasonable averaging or attribution methods.
The protection of this Section 3.8 shall be available to Agent and each Lender
regardless of any possible contention of invalidity or inapplicability with
respect to the applicable law, regulation or condition.

            (b) A certificate of Agent or such Lender setting forth such amount
or amounts as shall be necessary to compensate Agent or such Lender with respect
to Section 3.8(a) hereof when delivered to Borrowers shall be conclusive absent
manifest error. Such certificate shall be delivered to Borrowing Agent within
sixty (60) days of Agent or any Lender determining any such amount or amounts.

IV. COLLATERAL: GENERAL TERMS

      4.1. Security Interest in the Collateral. To secure the prompt payment and
performance to Agent and each Lender of the Obligations, each Borrower hereby
assigns, pledges and grants to Agent for its benefit and for the ratable benefit
of each Lender a continuing security interest in and to all of its Collateral,
whether now owned or existing or hereafter acquired or arising and wheresoever
located. Each Borrower shall mark its books and records as may be necessary or
appropriate to evidence, protect and perfect Agent's security interest and shall
cause its financial statements to reflect such security interest.

                                       29

      4.2. Perfection of Security Interest. Each Borrower shall take all action
that may be necessary or desirable, or that Agent may request, so as at all
times to maintain the validity, perfection, enforceability and priority of
Agent's security interest in the Collateral or to enable Agent to protect,
exercise or enforce its rights hereunder and in the Collateral, including, but
not limited to, (i) immediately discharging all Liens other than Permitted
Encumbrances, (ii) at Agent's request and using reasonable best efforts to
obtain, landlords' or mortgagees' lien waivers, (iii) upon Agent's request,
delivering to Agent, endorsed or accompanied by such instruments of assignment
as Agent may specify, and stamping or marking, in such manner as Agent may
specify, any and all chattel paper, instruments, letters of credits and advices
thereof and documents evidencing or forming a part of the Collateral, (iv)
entering into warehousing, lockbox and other custodial arrangements satisfactory
to Agent, and (v) executing and delivering financing statements, instruments of
pledge, mortgages, notices and assignments, in each case in form and substance
satisfactory to Agent, relating to the creation, validity, perfection,
maintenance or continuation of Agent's security interest under the Uniform
Commercial Code or other applicable law. Agent is hereby authorized to file
financing statements signed by Agent instead of Borrower in accordance with
Section 9-402(2) of the UCC . All charges, expenses and fees Agent may incur in
doing any of the foregoing, and any local taxes relating thereto, shall be
charged to Borrowers' Account as a Revolving Advance of a Domestic Rate Loan and
added to the Obligations, or, at Agent's option, shall be paid to Agent for the
ratable benefit of Lenders immediately upon demand.

      4.3. Disposition of Collateral and Other Assets. Each Borrower will
safeguard and protect all Collateral for Agent's general account and make no
disposition thereof whether by sale, lease or otherwise except as permitted
pursuant to Section 7.1 and the disposition or transfer of obsolete and worn-out
Equipment in the ordinary course of such Borrower's business.

      4.4. Preservation of Collateral. Following the occurrence of a Default or
Event of Default, in addition to the rights and remedies set forth in Section
11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary
to protect Agent's interest in and to preserve the Collateral, including the
hiring of such security guards or the placing of other security protection
measures as Agent may deem appropriate; (b) may employ and maintain at any of
any Borrower's premises a custodian who shall have full authority to do all acts
necessary to protect Agent's interests in the Collateral; (c) may lease
warehouse facilities to which Agent may move all or part of the Collateral; (d)
may use any Borrower's owned or leased lifts, hoists, trucks and other
facilities or equipment for handling or removing the Collateral; and (e) shall
have, and is hereby granted, a right of ingress and egress to the places where
the Collateral is located, and may proceed over and through any of Borrower's
owned or leased property. Each Borrower shall cooperate fully with all of
Agent's efforts to preserve the Collateral and will take such actions to
preserve the Collateral as Agent may direct. All of Agent's expenses of
preserving the Collateral, including any expenses relating to the bonding of a
custodian, shall be charged to Borrowers' Account as a Revolving Advance of a
Domestic Rate Loan and added to the Obligations.

      4.5. Ownership of Collateral. With respect to the Collateral, at the time
the Collateral becomes subject to Agent's security interest: (a) each Borrower
shall be the sole owner of and fully authorized and able to sell, transfer,
pledge and/or grant a first priority security interest in each and every item of
the its respective Collateral to Agent; and, except for Permitted Encumbrances
the Collateral shall be free and clear of all Liens and encumbrances whatsoever;
(b) each document and agreement executed by each Borrower or delivered to Agent
or any Lender in connection with this Agreement shall be true and correct in all
respects; (c) all signatures and endorsements of each

                                       30

Borrower that appear on such documents and agreements shall be genuine and each
Borrower shall have full capacity to execute same; and (d) each Borrower's
Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall
not be removed from such location(s) without the prior written consent of Agent
except with respect to the sale of Inventory in the ordinary course of business,
Equipment to the extent permitted in Section 4.3 hereof and goods considered to
be mobile goods under the UCC.

      4.6. Defense of Agent's and Lenders' Interests. Until (a) payment and
performance in full of all of the Obligations and (b) termination of this
Agreement, Agent's interests in the Collateral shall continue in full force and
effect. During such period no Borrower shall, without Agent's prior written
consent, pledge, sell (except Inventory in the ordinary course of business and
Equipment to the extent permitted in Section 4.3 hereof), assign, transfer,
create or suffer to exist a Lien upon or encumber or allow or suffer to be
encumbered in any way except for Permitted Encumbrances, any part of the
Collateral. Each Borrower shall defend Agent's interests in the Collateral
against any and all Persons whatsoever. At any time following the occurrence and
during the continuance of an Event of Default and demand by Agent for payment of
all Obligations, Agent shall have the right to take possession of the indicia of
the Collateral and the Collateral in whatever physical form contained, including
without limitation: labels, stationery, documents, instruments and advertising
materials. If Agent exercises this right to take possession of the Collateral,
Borrowers shall, upon demand, assemble it in the best manner possible and make
it available to Agent at a place reasonably convenient to Agent. In addition,
with respect to all Collateral, Agent and Lenders shall be entitled to all of
the rights and remedies set forth herein and further provided by the Uniform
Commercial Code or other applicable law. Each Borrower shall, and Agent may, at
its option, instruct all suppliers, carriers, forwarders, warehousers or others
receiving or holding cash, checks, Inventory, documents or instruments in which
Agent holds a security interest to deliver same to Agent and/or subject to
Agent's order and if they shall come into any Borrower's possession, they, and
each of them, shall be held by such Borrower in trust as Agent's trustee, and
such Borrower will immediately deliver them to Agent in their original form
together with any necessary endorsement.

      4.7. Books and Records. Each Borrower shall (a) keep proper books of
record and account in which full, true and correct entries will be made of all
dealings or transactions of or in relation to its business and affairs; (b) set
up on its books accruals with respect to all taxes, assessments, charges, levies
and claims; and (c) on a reasonably current basis set up on its books, from its
earnings, allowances against doubtful Receivables, advances and investments and
all other proper accruals (including without limitation by reason of
enumeration, accruals for premiums, if any, due on required payments and
accruals for depreciation, obsolescence, or amortization of properties), which
should be set aside from such earnings in connection with its business. All
determinations pursuant to this subsection shall be made in accordance with, or
as required by, GAAP consistently applied in the opinion of such independent
public accountant as shall then be regularly engaged by Borrowers.

      4.8. Financial Disclosure. Each Borrower hereby irrevocably authorizes and
directs all accountants and auditors employed by such Borrower at any time
during the Term to exhibit and deliver to Agent and each Lender copies of any of
any Borrower's financial statements, trial balances or other accounting records
of any sort in the accountant's or auditor's possession, and to disclose to
Agent and each Lender any information such accountants may have concerning such
Borrower's financial status and business operations. Each Borrower hereby
authorizes all federal, state and municipal authorities to furnish to Agent and
each Lender copies of reports or examinations relating

                                       31

to such Borrower, whether made by such Borrower or otherwise; however, Agent and
each Lender will attempt to obtain such information or materials directly from
such Borrower prior to obtaining such information or materials from such
accountants or such authorities. Prior to the occurrence of an Event of Default
or Default, Agent shall give Borrowers prior notice of its intention to seek
information under this Section 4.8.

      4.9. Compliance with Laws. Each Borrower shall comply with all acts,
rules, regulations and orders of any legislative, administrative or judicial
body or official applicable to its respective Collateral or any part thereof or
to the operation of such Borrower's business the non-compliance with which could
reasonably be expected to have a Material Adverse Effect on such Borrower. The
Collateral at all times shall be maintained in accordance with the requirements
of all insurance carriers which provide insurance with respect to the Collateral
so that such insurance shall remain in full force and effect.

      4.10. Inspection of Premises. At all reasonable times (and prior to the
occurrence of an Event of Default, with reasonable prior notice to Borrowing
Agent) Agent and each Lender shall have full access to and the right to audit,
check, inspect and make abstracts and copies from each Borrower's books,
records, audits, correspondence and all other papers relating to the Collateral
and the operation of each Borrower's business. Agent, any Lender and their
agents may enter upon any of each Borrower's premises at any time during
business hours and at any other reasonable time, and from time to time, for the
purpose of inspecting the Collateral and any and all records pertaining thereto
and the operation of such Borrower's business.

      4.11. Insurance. Each Borrower shall bear the full risk of any loss of any
nature whatsoever with respect to the Collateral. At each Borrower's own cost
and expense in amounts and with carriers acceptable to Agent, each Borrower
shall (a) keep all its insurable properties and properties in which each
Borrower has an interest insured against the hazards of fire, flood, sprinkler
leakage, those hazards covered by extended coverage insurance and such other
hazards, and for such amounts, as is customary in the case of companies engaged
in businesses similar to such Borrower's including, without limitation, business
interruption insurance; (b) maintain a bond in such amounts as is customary in
the case of companies engaged in businesses similar to such Borrower insuring
against larceny, embezzlement or other criminal misappropriation of insured's
officers and employees who may either singly or jointly with others at any time
have access to the assets or funds of such Borrower either directly or through
authority to draw upon such funds or to direct generally the disposition of such
assets; (c) maintain public and product liability insurance against claims for
personal injury, death or property damage suffered by others; (d) maintain all
such worker's compensation or similar insurance as may be required under the
laws of any state or jurisdiction in which such Borrower is engaged in business;
(e) maintain foreign credit insurance with an annual limit of not less than
$15,000,000 (on terms and with an insurance company acceptable to Agent in its
sole but reasonable discretion); and (f) furnish Agent with (i) copies of all
policies and evidence of the maintenance of such policies by the renewal thereof
at least thirty (30) days before any expiration date, and (ii) appropriate loss
payable endorsements in form and substance satisfactory to Agent, naming Agent
as a co-insured, additional insured and lender's loss payee as its interests may
appear with respect to all insurance coverage referred to in clauses (a) and (c)
above, and providing (A) that all proceeds thereunder shall be payable to Agent,
(B) no such insurance shall be affected by any act or neglect of the insured or
owner of the property described in such policy, and (C) that such policies and
co-insured, additional insured and lender's loss payee clauses may not be
cancelled, amended or terminated unless at least thirty (30) days' prior written
notice is given to Agent. In the event of any loss thereunder, the carriers
named therein hereby are directed by Agent and the

                                       32

applicable Borrower to make payment for such loss to Agent and not to such
Borrower and Agent jointly. If any insurance losses are paid by check, draft or
other instrument payable to any Borrower and Agent jointly, Agent may endorse
such Borrower's name thereon and do such other things as Agent may deem
advisable to reduce the same to cash. Agent is hereby authorized to adjust and
compromise claims under insurance coverage referred to in clauses (a), (b) and
(e) above. All loss recoveries received by Agent upon any such insurance may be
applied to the Obligations, in such order as Agent in its sole discretion shall
determine. Any surplus shall be paid by Agent to Borrowers or applied as may be
otherwise required by law. Any deficiency thereon shall be paid by Borrowers to
Agent, on demand.

      4.12. Failure to Pay Insurance. If any Borrower fails to obtain insurance
as hereinabove provided, or to keep the same in force, Agent, if Agent so
elects, may obtain such insurance and pay the premium therefor on behalf of such
Borrower, and charge Borrowers' Account therefor as a Revolving Advance of a
Domestic Rate Loan and such expenses so paid shall be part of the Obligations.

      4.13. Payment of Taxes. Each Borrower will pay, when due, all taxes,
assessments and other Charges lawfully levied or assessed upon such Borrower or
any of the Collateral including, without limitation, real and personal property
taxes, assessments and charges and all franchise, income, employment, social
security benefits, withholding, and sales taxes. If any tax by any governmental
authority is or may be imposed on or as a result of any transaction between any
Borrower and Agent or any Lender which Agent or any Lender may be required to
withhold or pay or if any taxes, assessments, or other Charges remain unpaid
after the date fixed for their payment, or if any claim shall be made which, in
Agent's or any Lender's opinion, may possibly create a valid Lien on the
Collateral, Agent may with five (5) days prior notice to Borrowers pay the
taxes, assessments or other Charges and each Borrower hereby indemnifies and
holds Agent and each Lender harmless in respect thereof. Agent will not pay any
taxes, assessments or Charges to the extent that any Borrower has contested or
disputed those taxes, assessments or Charges in good faith, by expeditious
protest, administrative or judicial appeal or similar proceeding provided that
any related tax lien is stayed and sufficient reserves are established to the
satisfaction of Agent to protect Agent's security interest in or Lien on the
Collateral. The amount of any payment by Agent under this Section 4.13 shall be
charged to Borrowers' Account as a Revolving Advance of a Domestic Rate Loan and
added to the Obligations and, until Borrowers shall furnish Agent with an
indemnity therefor (or supply Agent with evidence satisfactory to Agent that due
provision for the payment thereof has been made), Agent may hold without
interest any balance standing to Borrowers' credit and Agent shall retain its
security interest in any and all Collateral held by Agent.

      4.14. Payment of Leasehold Obligations. Each Borrower shall at all times
pay, when and as due, its rental obligations under all leases under which it is
a tenant, and shall otherwise comply, in all material respects, with all other
terms of such leases and keep them in full force and effect and, at Agent's
request will provide evidence of having done so.

      4.15. Receivables.

            (a) Nature of Receivables. Each of the Receivables shall be a bona
fide and valid account representing a bona fide indebtedness incurred by the
Customer therein named, for a fixed sum as set forth in the invoice relating
thereto (provided immaterial or unintentional invoice errors shall not be deemed
to be a breach hereof) with respect to an absolute sale or lease and delivery of
goods upon stated terms of a Borrower, or work, labor or services theretofore
rendered

                                       33

(except with respect to Domestic Non-Product Receivables) by a Borrower as of
the date each Receivable is created. Same shall be due and owing in accordance
with the applicable Borrower's standard terms of sale without dispute, setoff or
counterclaim except as may be stated on the accounts receivable schedules
delivered by Borrowers to Agent. At Agent's direction following either the
occurrence and continuance of an Event of Default hereunder or upon Agent's
receipt of a notice from Intergraph pursuant to the Standstill Agreement, all
invoices for any Maintenance Receivables shall be solely for Maintenance
Receivables and no other Receivables not constituting Maintenance Receivables
shall be included within such invoice.

            (b) Solvency of Customers. Each Customer, to the best of each
Borrower's knowledge, as of the date each Receivable is created, is and will be
solvent and able to pay all Receivables on which the Customer is obligated in
full when due or with respect to such Customers of any Borrower who are not
solvent such Borrower has set up on its books and in its financial records bad
debt reserves adequate to cover such Receivables.

            (c) Locations of Borrowers. Each Borrower's chief executive office
is located at the addresses set forth on Schedule 4.15(c) hereto. Until written
notice is given to Agent by Borrowing Agent of any other office at which any
Borrower keeps its records pertaining to Receivables, all such records shall be
kept at such executive office.

            (d) Collection of Receivables. Until any Borrower's or any
Subsidiary's authority to do so is terminated by Agent (which notice Agent may
give at any time following the occurrence of an Event of Default or a Default or
when Agent in its sole discretion deems it to be in Lenders' best interest to do
so), each Borrower will, or will cause a Subsidiary, at such Borrower's sole
cost and expense, but on Agent's behalf and for Agent's account, collect as
Agent's property and in trust for Agent all amounts received on Receivables, and
shall not commingle such collections with any Borrower's or Subsidiary's funds
(except with respect to a Subsidiary, at the direction of Agent)) or use the
same except to pay Obligations. Each Borrower shall, upon request, deliver, or
cause a Subsidiary to deliver, to Agent, or deposit in the Blocked Account, in
original form and on the date of receipt thereof, all checks, drafts, notes,
money orders, acceptances, cash and other evidences of Indebtedness.

            (e) Notification of Assignment of Receivables. At any time following
the occurrence of an Event of Default or Default, Agent shall have the right to
send notice of the assignment of, and Agent's security interest in, the
Receivables to any and all Customers or any third party holding or otherwise
concerned with any of the Collateral. Thereafter, Agent shall have the sole
right to collect the Receivables, take possession of the Collateral, or both.
Agent's actual collection expenses, including, but not limited to, stationery
and postage, telephone and telegraph, secretarial and clerical expenses and the
salaries of any collection personnel used for collection, may be charged to
Borrowers' Account and added to the Obligations.

            (f) Power of Agent to Act on Borrowers' Behalf. Agent shall have the
right (but no duty or obligation) to receive, endorse, assign and/or deliver in
the name of Agent or any Borrower, or any Subsidiary, any and all checks, drafts
and other instruments for the payment of money relating to the Receivables, and
each Borrower hereby waives notice of presentment, protest and non-payment of
any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent's
designee as such Borrower's attorney and agent with power (i) to endorse such
Borrower's name upon any notes, acceptances, checks, drafts, money orders or
other evidences of payment or Collateral; (ii) following the occurrence and
during the continuance of an Event of Default, to sign

                                       34

such Borrower's name on any invoice or bill of lading relating to any of the
Receivables, drafts against Customers, assignments and verifications of
Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to
sign such Borrower's name on all financing statements or any other documents or
instruments deemed necessary or appropriate by Agent to preserve, protect, or
perfect Agent's interest in the Collateral and to file same; (v) following the
occurrence and during the continuance of an Event of Default to demand payment
of the Receivables; (vi) following the occurrence and during the continuance of
an Event of Default to enforce payment of the Receivables by legal proceedings
or otherwise; (vii) following the occurrence and during the continuance of an
Event of Default to exercise all of Borrowers' rights and remedies with respect
to the collection of the Receivables and any other Collateral; (viii) following
the occurrence and during the continuance of an Event of Default to settle,
adjust, compromise, extend or renew the Receivables; (ix) following the
occurrence and during the continuance of an Event of Default to settle, adjust
or compromise any legal proceedings brought to collect Receivables; (x)
following the occurrence and during the continuance of an Event of Default to
prepare, file and sign such Borrower's name on a proof of claim in bankruptcy or
similar document against any Customer; (xi) following the occurrence and during
the continuance of an Event of Default to prepare, file and sign such Borrower's
name on any notice of Lien, assignment or satisfaction of Lien or similar
document in connection with the Receivables; and (xii) following the occurrence
of an Event of Default or Default, to do all other acts and things necessary to
carry out this Agreement. All acts of said attorney and agent or designee are
hereby ratified and approved, and said attorney and agent or designee shall not
be liable for any acts of omission or commission nor for any error of judgment
or mistake of fact or of law, unless done maliciously or with gross (not mere)
negligence; this power being coupled with an interest is irrevocable while any
of the Obligations remain unpaid. Agent shall have the right at any time to
change the address for delivery of mail addressed to any Borrower to such
address as Agent may designate and to receive, open and dispose of all mail
addressed to any Borrower.

            (g) No Liability. Neither Agent nor any Lender shall, under any
circumstances or in any event whatsoever, have any liability for any error or
omission or delay of any kind occurring in the settlement, collection or payment
of any of the Receivables or any instrument received in payment thereof, or for
any damage resulting therefrom. Agent may, without notice or consent from any
Borrower following the occurrence and during the continuance of an Event of
Default or Default, sue upon or otherwise collect, extend the time of payment
of, compromise or settle for cash, credit or upon any terms any of the
Receivables or any other securities, instruments or insurance applicable thereto
and/or release any obligor thereof. Agent is authorized and empowered to accept
the return of the goods represented by any of the Receivables, without notice to
or consent by any Borrower, all without discharging or in any way affecting any
Borrower's liability hereunder.

            (h) Establishment of a Lockbox Account, Dominion Account. All
proceeds of Collateral shall, at the direction of Agent, be deposited by
Borrowers into a lockbox account, dominion account or such other "blocked
account" ("Blocked Accounts") as Agent may require pursuant to an arrangement
with such bank as may be selected by Borrowers and be acceptable to Agent. In
addition, all proceeds of Receivables generated by a Subsidiary of a Borrower
shall, at the direction of Agent, be deposited into a Blocked Account. All
proceeds of Receivables generated by a Subsidiary organized outside of the
United States shall be deposited in the Foreign Blocked Accounts. Amounts in the
excess of $25,000 and Subsidiaries' scheduled working capital requirements (as
delivered to Agent) in the Foreign Blocked Accounts shall be transferred weekly
(or more frequently if required by Agent) into any one or more accounts
designated by Agent.

                                       35

Borrowers shall, or cause Subsidiaries of a Borrower to, issue to any such bank,
an irrevocable letter of instruction directing said bank to transfer such funds
so deposited to Agent, either to any account maintained by Agent at said bank or
by wire transfer to appropriate account(s) of Agent. All funds deposited in such
Blocked Account shall immediately become the property of Agent and Borrowers
shall, or cause Subsidiaries of a Borrower to, obtain the agreement by such bank
to waive any offset rights against the funds so deposited. Neither Agent nor any
Lender assumes any responsibility for such blocked account arrangement,
including without limitation, any claim of accord and satisfaction or release
with respect to deposits accepted by any bank thereunder. Alternatively, Agent
may establish depository accounts ("Depository Accounts") in the name of Agent
at a bank or banks for the deposit of such funds and Borrowers shall deposit all
proceeds of Collateral, or cause Subsidiaries of a Borrower to deposit all
proceeds of Receivables, or cause same to be deposited, in kind, in such
Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

            (i) Adjustments. No Borrower will, without Agent's consent,
compromise or adjust any Receivables (or extend the time for payment thereof) or
accept any returns of merchandise or grant any additional discounts, allowances
or credits thereon except for those compromises, adjustments, returns,
discounts, credits and allowances as have been heretofore customary in the
business of such Borrower.

      4.16. Inventory. To the extent Inventory held for sale or lease has been
produced by any Borrower, it has been and will be produced by such Borrower, to
the extent applicable, in accordance with the Federal Fair Labor Standards Act
of 1938, as amended, and all rules, regulations and orders thereunder.

      4.17. Maintenance of Equipment. The Equipment shall be maintained in good
operating condition and repair (reasonable wear and tear excepted) and all
necessary replacements of and repairs thereto shall be made so that the value
and operating efficiency of the Equipment shall be maintained and preserved. No
Borrower shall use or operate the Equipment in violation of any law, statute,
ordinance, code, rule or regulation.

      4.18. Exculpation of Liability. Nothing herein contained shall be
construed to constitute Agent or any Lender as any Borrower's agent for any
purpose whatsoever (except to the extent necessary, and subject to the terms of
the preamble of this Article IV, for granting and the exercise of any powers of
attorney contained herein), nor shall Agent or any Lender be responsible or
liable for any shortage, discrepancy, damage, loss or destruction of any part of
the Collateral wherever the same may be located and regardless of the cause
thereof. Neither Agent nor any Lender, whether by anything herein or in any
assignment or otherwise, assume any of any Borrower's obligations under any
contract or agreement assigned to Agent or such Lender, and neither Agent nor
any Lender shall be responsible in any way for the performance by any Borrower
of any of the terms and conditions thereof.

      4.19. Environmental Matters.

            (a) Borrowers shall ensure that the Real Property remains in
material compliance with all Environmental Laws and they shall not place or
permit to be placed any Hazardous Substances on any Real Property except as
permitted by applicable law or appropriate governmental authorities.

            (b) Borrowers shall establish and maintain a system to assure and
monitor

                                       36

continued compliance with all applicable Environmental Laws which system shall
include periodic reviews of such compliance.

            (c) Borrowers shall (i) employ in connection with the use of the
Real Property appropriate technology necessary to maintain compliance with any
applicable Environmental Laws and (ii) dispose of any and all Hazardous Waste
generated at the Real Property only at facilities and with carriers that
maintain valid permits under RCRA and any other applicable Environmental Laws.
Borrowers shall use commercially reasonable efforts to obtain certificates of
disposal, such as hazardous waste manifest receipts, from all treatment,
transport, storage or disposal facilities or operators employed by Borrowers in
connection with the transport or disposal of any Hazardous Waste generated at
the Real Property.

            (d) In the event any Borrower obtains, gives or receives notice of
any Release or threat of Release of a reportable quantity of any Hazardous
Substances at the Real Property (any such event being hereinafter referred to as
a "Hazardous Discharge") or receives any notice of violation, request for
information or notification that it is potentially responsible for investigation
or cleanup of environmental conditions at the Real Property, demand letter or
complaint, order, citation, or other written notice with regard to any Hazardous
Discharge or violation of Environmental Laws affecting the Real Property or any
Borrower's interest therein (any of the foregoing is referred to herein as an
"Environmental Complaint") from any Person, including any state agency
responsible in whole or in part for environmental matters in the state in which
the Real Property is located or the United States Environmental Protection
Agency (any such person or entity hereinafter the "Authority"), then Borrowing
Agent shall, within five (5) Business Days, give written notice of same to Agent
detailing facts and circumstances of which any Borrower is aware giving rise to
the Hazardous Discharge or Environmental Complaint. Such information is to be
provided to allow Agent to protect its security interest in the Real Property
and the Collateral and is not intended to create nor shall it create any
obligation upon Agent or any Lender with respect thereto.

            (e) Borrowers shall promptly forward to Agent copies of any request
for information, notification of potential liability, demand letter relating to
potential responsibility with respect to the investigation or cleanup of
Hazardous Substances at any other site owned, operated or used by any Borrower
to dispose of Hazardous Substances and shall continue to forward copies of
correspondence between any Borrower and the Authority regarding such claims to
Agent until the claim is settled. Borrowers shall promptly forward to Agent
copies of all documents and reports concerning a Hazardous Discharge at the Real
Property that any Borrower is required to file under any Environmental Laws.
Such information is to be provided solely to allow Agent to protect Agent's
security interest in the Real Property and the Collateral.

            (f) Borrowers shall respond promptly to any Hazardous Discharge or
Environmental Complaint and take all necessary action in order to safeguard the
health of any Person and to avoid subjecting the Collateral or Real Property to
any Lien. If any Borrower shall fail to respond promptly to any Hazardous
Discharge or Environmental Complaint or any Borrower shall fail to comply with
any of the requirements of any Environmental Laws, Agent on behalf of Lenders
may, but without the obligation to do so, for the sole purpose of protecting
Agent's interest in Collateral: (A) give such notices or (B) enter onto the Real
Property (or authorize third parties to enter onto the Real Property) and take
such actions as Agent (or such third parties as directed by Agent) deem
reasonably necessary or advisable, to clean up, remove, mitigate or otherwise
deal with any such Hazardous Discharge or Environmental Complaint. All
reasonable costs and expenses

                                       37

incurred by Agent and Lenders (or such third parties) in the exercise of any
such rights, including any sums paid in connection with any judicial or
administrative investigation or proceedings, fines and penalties, together with
interest thereon from the date expended at the Default Rate for Domestic Rate
Loans constituting Revolving Advances shall be paid upon demand by Borrowers,
and until paid shall be added to and become a part of the Obligations secured by
the Liens created by the terms of this Agreement or any other agreement between
Agent, any Lender and any Borrower.

            (g) Promptly upon the written request of Agent from time to time,
Borrowers shall provide Agent, at Borrowers' expense, with an environmental site
assessment or environmental audit report prepared by an environmental
engineering firm acceptable in the reasonable opinion of Agent, to assess with a
reasonable degree of certainty the existence of a Hazardous Discharge and the
potential costs in connection with abatement, cleanup and removal of any
Hazardous Substances found on, under, at or within the Real Property. Any report
or investigation of such Hazardous Discharge proposed and acceptable to an
appropriate Authority that is charged to oversee the clean-up of such Hazardous
Discharge shall be acceptable to Agent. If such estimates, individually or in
the aggregate, exceed $100,000, Agent shall have the right to require Borrowers
to post a bond, letter of credit or other security reasonably satisfactory to
Agent to secure payment of these costs and expenses.

            (h) Borrowers shall defend and indemnify Agent and Lenders and hold
Agent, Lenders and their respective employees, agents, directors and officers
harmless from and against all loss, liability, damage and expense, claims,
costs, fines and penalties, including attorney's fees, suffered or incurred by
Agent or Lenders under or on account of any Environmental Laws and arising out
of or relating to Borrowers or any of the Real Property, including, without
limitation, the assertion of any Lien thereunder, with respect to any Hazardous
Discharge, the presence of any Hazardous Substances affecting the Real Property,
whether or not the same originates or emerges from the Real Property or any
contiguous real estate, including any loss of value of the Real Property as a
result of the foregoing except to the extent such loss, liability, damage and
expense is attributable to any Hazardous Discharge resulting from actions on the
part of Agent or any Lender. Borrowers' obligations under this Section 4.19
shall arise upon the discovery of the presence of any Hazardous Substances at
the Real Property, whether or not any federal, state, or local environmental
agency has taken or threatened any action in connection with the presence of any
Hazardous Substances. Borrowers' obligation and the indemnifications hereunder
shall survive the termination of this Agreement.

            (i) For purposes of Section 4.19 and 5.7, all references to Real
Property shall be deemed to include all of Borrowers' right, title and interest
in and to its owned and leased premises.

      4.20. Financing Statements. Except for the financing statements filed by
Agent and the financing statements described on Schedule 1.2, no financing
statement covering any of the Collateral or any proceeds thereof is on file in
any public office.

V. REPRESENTATIONS AND WARRANTIES.

      Each Borrower represents and warrants as follows:

      5.1. Authority. Each Borrower has full power, authority and legal right to
enter into this Agreement and the Other Documents and to perform all its
respective Obligations hereunder and

                                       38

thereunder. This Agreement and the Other Documents constitute the legal, valid
and binding obligation of such Borrower enforceable in accordance with their
terms, except as such enforceability may be limited by any applicable
bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights
generally. The execution, delivery and performance of this Agreement and of the
Other Documents (a) are within such Borrower's corporate or organizational
powers, have been duly authorized, are not in contravention of law or the terms
of such Borrower's by-laws, operating agreement, certificate of formation or
other applicable documents relating to such Borrower's formation or to the
conduct of such Borrower's business or of any material agreement or undertaking
to which such Borrower is a party or by which such Borrower is bound, and (b)
will not conflict with nor result in any breach in any of the provisions of or
constitute a default under or result in the creation of any Lien except
Permitted Encumbrances upon any asset of such Borrower under the provisions of
any agreement, charter document, instrument, by-law, or other instrument to
which such Borrower is a party or by which it or its property may be bound.

      5.2. Formation and Qualification.

            (a) Each Borrower is duly incorporated and in good standing under
the laws of the state listed on Schedule 5.2(a) and is qualified to do business
and is in good standing in the states listed on Schedule 5.2(a) which constitute
all states in which qualification and good standing are necessary for such
Borrower to conduct its business and own its property and where the failure to
so qualify could reasonably be expected to have a Material Adverse Effect on
such Borrower. Each Borrower has delivered to Agent true and complete copies of
its certificate of incorporation and by-laws and will promptly notify Agent of
any amendment or changes thereto.

            (b) The only Subsidiaries of each Borrower and the capital structure
of the Subsidiaries whose ownership interest is being pledged to Agent hereunder
are listed on Schedule 5.2(b).

      5.3. Survival of Representations and Warranties. All representations and
warranties of such Borrower contained in this Agreement and the Other Documents
to which it is a party shall be true at the time of such Borrower's execution of
this Agreement and the Other Documents, and shall survive the execution,
delivery and acceptance thereof by the parties thereto and the closing of the
transactions described therein or related thereto.

      5.4. Tax Returns. Each Borrower's federal tax identification number is set
forth on Schedule 5.4. Each Borrower has filed all federal, state and local tax
returns and other reports each is required by law to file and has paid all
taxes, assessments, fees and other governmental charges that are due and
payable. Federal, state and local income tax returns of each Borrower have been
examined and reported upon by the appropriate taxing authority or closed by
applicable statute and satisfied for all fiscal years prior to and including the
fiscal year ending December 31, 1998. The provision for taxes on the books of
each Borrower are adequate for all years not closed by applicable statutes, and
for its current fiscal year, and no Borrower has any knowledge of any deficiency
or additional assessment in connection therewith not provided for on its books.

      5.5. Financial Statements.

            (a) The pro forma balance sheet of Bentley on a consolidated basis
("Pro Forma Balance Sheet") furnished to Agent on the Closing Date reflects the
consummation of the transactions contemplated by the Acquisition Agreement and
under this Agreement

                                       39

("Transactions") and fairly presents the financial condition of Borrowers on a
consolidated basis as of October 31, 2000 after giving effect to the
Transactions, and has been prepared in accordance with GAAP, consistently
applied. The Pro Forma Balance Sheet has been certified as fairly presented in
all material respects by the President and Chief Financial Officer of Bentley.
All financial statements referred to in this subsection 5.5(a), including the
related schedules and notes thereto, have been prepared, in accordance with
GAAP, except as may be disclosed in such financial statements.

            (b) The twelve-month cash flow projections of Borrowers on a
consolidated basis and their projected balance sheets as of the Closing Date
provided to Agent ("Projections") were prepared by the Chief Financial Officer
of Bentley, are based on underlying assumptions which provide a reasonable basis
for the projections contained therein and reflect Borrowers' judgment based on
present circumstances of the most likely set of conditions and course of action
for the projected period. The cash flow Projections together with the Pro Forma
Balance Sheet, are referred to as the "Pro Forma Financial Statements".

            (c) The consolidated and consolidating balance sheets of Bentley and
its Subsidiaries and such other Persons described therein (including the
accounts of all Subsidiaries for the respective periods during which a
subsidiary relationship existed) as of October 31, 2000, and the related
statements of income, changes in stockholder's equity, and changes in cash flow
for the period ended on such date, copies of which have been delivered to Agent,
have been prepared in accordance with GAAP, consistently applied (except for
changes in application in which such accountants concur) and present fairly the
financial position of the Borrowers and their Subsidiaries at such date and the
results of their operations for such period. Since October 31, 2000 there has
been no change in the condition, financial or otherwise, of Borrowers or their
Subsidiaries as shown on the consolidated balance sheet as of such date and no
change in the aggregate value of machinery, equipment and Real Property owned by
Borrowers and their respective Subsidiaries, except changes in the ordinary
course of business, none of which individually or in the aggregate has been
materially adverse.

      5.6. Corporate Name. No Borrower has been known by any other corporate
name in the past five years and does not sell Inventory under any other name
except as set forth on Schedule 5.6, nor has any Borrower been the surviving
corporation of a merger or consolidation or acquired all or substantially all of
the assets of any Person during the preceding five (5) years.

      5.7. O.S.H.A. and Environmental Compliance.

            (a) Each Borrower has duly complied with, and its facilities,
business, assets, property, leaseholds and Equipment are in compliance in all
material respects with, the provisions of the Federal Occupational Safety and
Health Act, the Environmental Protection Act, RCRA and all other Environmental
Laws; there have been no outstanding citations, notices or orders of
non-compliance issued to any Borrower or relating to its business, assets,
property, leaseholds or Equipment under any such laws, rules or regulations.

            (b) Each Borrower has been issued all required federal, state and
local licenses, certificates or permits relating to all applicable Environmental
Laws.

            (c) (i) There are no visible signs of releases, spills, discharges,
leaks or disposal (collectively referred to as "Releases") of Hazardous
Substances at, upon, under or within any Real

                                       40

Property or any premises leased by any Borrower; (ii) to the best of Borrowers'
knowledge there are no underground storage tanks or polychlorinated biphenyls on
the Real Property or any premises leased by any Borrower; (iii) to the best of
Borrowers' knowledge neither the Real Property nor any premises leased by any
Borrower has ever been used as a treatment, storage or disposal facility of
Hazardous Waste; and (iv) no Hazardous Substances are present on the Real
Property or any premises leased by any Borrower, excepting such quantities as
are handled in accordance with all applicable manufacturer's instructions and
governmental regulations and in proper storage containers and as are necessary
for the operation of the commercial business of any Borrower or of its tenants.

      5.8. Solvency; No Litigation, Violation, Indebtedness or Default.

            (a) Both prior to and after giving effect to the Transactions
(including the making of the initial Advances), Borrowers are and will be
solvent, able to pay their debts as they mature, have capital sufficient to
carry on their business and all businesses in which they are about to engage,
and (i) as of the Closing Date, the fair present saleable value of their assets,
calculated on a going concern basis, is in excess of the amount of their
liabilities and (ii) subsequent to the Closing Date, the fair saleable value of
their assets (calculated on a going concern basis) will be in excess of the
amount of their liabilities.

            (b) Except as disclosed in Schedule 5.8(b), no Borrower has (i) any
pending or threatened litigation, arbitration, actions or proceedings which
involve the possibility of having a Material Adverse Effect on such Borrower,
and (ii) any liabilities or indebtedness for borrowed money other than the
Obligations.

            (c) No Borrower is in violation of any applicable statute,
regulation or ordinance in any respect which could reasonably be expected to
have a Material Adverse Effect on such Borrower, nor is any Borrower in
violation of any order of any court, governmental authority or arbitration board
or tribunal.

            (d) No Borrower nor any member of the Controlled Group maintains or
contributes to any Plan other than those listed on Schedule 5.8(d) hereto. No
Borrower nor any member of the Controlled Group maintains or has ever maintained
a Plan which is subject to the minimum funding requirements of Part 3 of
Subtitle B of Title I of ERISA or subject to Section 412 of the Code. No
Borrower nor any member of the Controlled Group contributes to or is obligated
to contribute to, or has ever contributed to or been obligated to contribute to,
a Multiemployer Plan. Except as set forth in Schedule 5.8(d), (i) each Plan
which is intended to be a qualified plan under Section 401(a) of the Code as
currently in effect has been determined by the Internal Revenue Service to be
qualified under Section 401(a) of the Code (or is within the remedial amendment
period for making any required changes to comply with Section 401(a) of the
Code) and the trust related thereto is exempt from federal income tax under
Section 501(a) of the Code, (ii) no Plan has been terminated by the plan
administrator thereof, (iii) no Plan has been terminated by the plan
administrator thereof; (iv) no Borrower nor any member of the Controlled Group
has breached any of the responsibilities, obligations or duties imposed on it by
ERISA with respect to any Plan so as to result in any Material Adverse Effect,
(v) no Borrower nor any member of a Controlled Group has incurred any liability
for any excise tax arising under Section 4972 or 4980B of the Code, and no fact
exists which could give rise to any such liability, (vi) no Borrower nor any
member of the Controlled Group nor any fiduciary of, nor any trustee to, any
Plan, has engaged in a "prohibited transaction" described in Section 406 of the
ERISA or Section 4975 of the Code for which a

                                       41

statutory, administrative, or regulatory exemption is not available, (vii) each
Borrower and each member of the Controlled Group has made all contributions due
and payable with respect to each Plan, and (viii) no Borrower nor any member of
the Controlled Group has any fiduciary responsibility for investments with
respect to any plan existing for the benefit of persons other than employees or
former employees of any Borrower and any member of the Controlled Group.

      5.9. Patents, Trademarks, Copyrights and Licenses. All patents, patent
applications, trademarks, trademark applications, service marks, service mark
applications, copyrights, copyright applications, design rights, tradenames,
assumed names, trade secrets and licenses owned or utilized by any Borrower are
set forth on Schedule 5.9, are valid and have been duly registered or filed with
all appropriate governmental authorities if such registration or filing is
required for the operation of Borrowers' business or to protect Borrowers'
interest in such property, and constitute all of the intellectual property
rights which are necessary for the operation of its business; to the best of
Borrowers' knowledge there is no objection to or pending challenge to the
validity of any such patent, trademark, copyright, design right, tradename,
trade secret or license and no Borrower is aware of any grounds for any
challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent
application, patent license, trademark, trademark application, trademark
license, service mark, service mark application, service mark license, design
right, copyright, copyright application and copyright license owned or held by
any Borrower and all trade secrets used by any Borrower consist of original
material or property developed by such Borrower or was lawfully acquired by such
Borrower from the proper and lawful owner thereof. Each of such items has been
maintained so as to preserve the value thereof from the date of creation or
acquisition thereof. Borrower is in possession of all source and object codes
related to each piece of software or is the beneficiary of a source code escrow
agreement listed on Schedule 5.9 hereto.

      5.10. Licenses and Permits. Except as set forth in Schedule 5.10, each
Borrower (a) is in compliance with and (b) has procured and is now in possession
of, all material licenses or permits required by any applicable federal, state,
provincial or local law or regulation for the operation of its business in each
jurisdiction wherein it is now conducting or proposes to conduct business and
where the failure to procure such licenses or permits could have a Material
Adverse Effect on such Borrower.

      5.11. Default of Indebtedness. No Borrower is in default in the payment of
the principal of or interest on any Indebtedness for borrowed money or under any
instrument or agreement under or subject to which any such Indebtedness has been
issued and no event has occurred under the provisions of any such instrument or
agreement which with or without the lapse of time or the giving of notice, or
both, constitutes or would constitute an event of default thereunder.

      5.12. No Default. No Borrower is in default in the payment or performance
of any of its contractual obligations, the result of which would result in a
Material Adverse Effect.

      5.13. No Burdensome Restrictions. No Borrower is party to any contract or
agreement the performance of which could have a Material Adverse Effect on such
Borrower. No Borrower has agreed or consented to cause or permit in the future
(upon the happening of a contingency or otherwise) any of its property, whether
now owned or hereafter acquired, to be subject to a Lien which is not a
Permitted Encumbrance.

      5.14. No Labor Disputes. No Borrower is involved in any labor dispute;
there are no strikes or walkouts or union organization of any Borrower's
employees threatened or in existence

                                       42

and no labor contract is scheduled to expire during the Term other than as set
forth on Schedule 5.14 hereto.

      5.15. Margin Regulations. No Borrower is engaged, nor will it engage,
principally or as one of its important activities, in the business of extending
credit for the purpose of "purchasing" or "carrying" any "margin stock" within
the respective meanings of each of the quoted terms under Regulation U or
Regulation G of the Board of Governors of the Federal Reserve System as now and
from time to time hereafter in effect. No part of the proceeds of any Advance
will be used for "purchasing" or "carrying" "margin stock" as defined in
Regulation U of such Board of Governors.

      5.16. Investment Company Act. No Borrower is an "investment company"
registered or required to be registered under the Investment Company Act of
1940, as amended, nor is it controlled by such a company.

      5.17. Disclosure. No representation or warranty made by any Borrower in
this Agreement or in the Acquisition Agreement, or in any financial statement,
report, certificate or any other document furnished in connection herewith or
therewith contains any untrue statement of a material fact or omits to state any
material fact necessary to make the statements herein or therein not misleading.

      5.18. Delivery of Acquisition Agreement. Agent has received complete
copies of the Acquisition Agreement (including all exhibits, schedules and
disclosure letters referred to therein or delivered pursuant thereto, if any)
and all amendments thereto, waivers relating thereto and other side letters or
agreements affecting the terms thereof. None of such documents and agreements
has been amended or supplemented, nor have any of the provisions thereof been
waived, except pursuant to a written agreement or instrument which has
heretofore been delivered to Agent.

      5.19. Swaps. No Borrower is a party to, nor will it be a party to, any
swap agreement whereby such Borrower has agreed or will agree to swap interest
rates or currencies unless same provides that damages upon termination following
an event of default thereunder are payable on an unlimited "two-way basis"
without regard to fault on the part of either party.

      5.20. Conflicting Agreements. No provision of any mortgage, indenture,
contract, agreement, judgment, decree or order binding on any Borrower or
affecting the Collateral conflicts with, or requires any Consent which has not
already been obtained to, or would in any way prevent the execution, delivery or
performance of, the terms of this Agreement or the Other Documents.

      5.21. Application of Certain Laws and Regulations. No Borrower nor any
Affiliate of any Borrower is subject to any statute, rule or regulation which
regulates the incurrence of any Indebtedness, including without limitation,
statutes or regulations relative to common or interstate carriers or to the sale
of electricity, gas, steam, water, telephone, telegraph or other public utility
services.

      5.22. Business and Property of Borrowers. Upon and after the Closing Date,
Borrowers do not propose to engage in any business other than as conducted as of
the Closing Date and activities necessary to conduct the foregoing. On the
Closing Date, each Borrower will own all the property and possess all of the
rights and Consents necessary for the conduct of the business of such Borrower
as conducted on the Closing Date.

                                       43

      5.23. Section 20 Subsidiaries. Borrowers do not intend to use and shall
not use any portion of the proceeds of the Advances, directly or indirectly, to
purchase during the underwriting period, or for 30 days thereafter, Ineligible
Securities being underwritten by a Section 20 Subsidiary.

      5.24. Foreign Subsidiary Income. All EBITDA (other than amounts necessary
to maintain minimum working capital requirements) generated by each Subsidiary
of a Borrower organized outside of the United States included within the
consolidated financial statements for Bentley has been properly repatriated to
Bentley and to the best of Borrowers' knowledge, does not result in adverse tax
consequences of implied dividends to Borrowers and there are no restrictions
under the laws of any country that could limit the ability of such Subsidiary to
deliver such amount to Bentley. To the best of Borrowers' knowledge, should any
adverse tax consequences result from such repatriation, such tax consequences
will be mitigated by related foreign tax credits.

VI. AFFIRMATIVE COVENANTS.

      Each Borrower shall, until payment in full of the Obligations and
termination of this Agreement:

      6.1. Payment of Fees. Pay to Agent on demand all usual and customary fees
and expenses which Agent incurs in connection with (a) the forwarding of Advance
proceeds and (b) the establishment and maintenance of any Blocked Accounts or
Depository Accounts as provided for in Section 4.15(h). Agent may, without
making demand, charge Borrowers' Account for all such fees and expenses.

      6.2. Conduct of Business and Maintenance of Existence and Assets. (a)
Conduct continuously and operate actively its business according to good
business practices and maintain all of its properties useful or necessary in its
business in good working order and condition (reasonable wear and tear excepted
and except as may be disposed of in accordance with the terms of this
Agreement), including, without limitation, all licenses, patents, copyrights,
design rights, tradenames, trade secrets and trademarks and take all actions
necessary to enforce and protect the validity of any intellectual property right
or other right included in the Collateral; (b) keep in full force and effect its
existence and comply in all material respects with the laws and regulations
governing the conduct of its business where the failure to do so could
reasonably be expected to have a Material Adverse Effect on such Borrower; and
(c) make all such reports and pay all such franchise and other taxes and license
fees and do all such other acts and things as may be lawfully required to
maintain its rights, licenses, leases, powers and franchises under the laws of
the United States or any political subdivision thereof.

      6.3. Violations. Promptly notify Agent in writing of any violation of any
law, statute, regulation or ordinance of any Governmental Body, or of any agency
thereof, applicable to any Borrower which could reasonably be expected to have a
Material Adverse Effect on any Borrower.

      6.4. Government Receivables. Upon Agent's request at any time and from
time to time, take all steps necessary to protect Agent's interest in the
Collateral under the Federal Assignment of Claims Act or other applicable state
or local statutes or ordinances and deliver to Agent appropriately endorsed, any
instrument or chattel paper connected with any Receivable arising out of
contracts between any Borrower and the United States, any state or any
department, agency or instrumentality of any of them; provided, however,
Borrowers shall assign all of their rights in and to Receivables in excess of
$50,000 due from a Customer that is the United States, any state or any

                                       44

department, agency or instrumentality of any of them.

      6.5. Fixed Charge Coverage Ratio. Maintain at all times a Fixed Charge
Coverage Ratio of not less than 1.20 to 1.

      6.6. Execution of Supplemental Instruments. Execute and deliver to Agent
from time to time, upon Agent's reasonable request, such supplemental
agreements, statements, assignments and transfers, or instructions or documents
relating to the Collateral, and such other instruments as Agent may request, in
order that the full intent of this Agreement may be carried into effect.

      6.7. Payment of Indebtedness. Pay, discharge or otherwise satisfy at or
before maturity (subject, where applicable, to specified grace periods and, in
the case of the trade payables, to normal payment practices) all its obligations
and liabilities of whatever nature, except when the failure to do so could not
reasonably be expected to have a Material Adverse Effect or when the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and each Borrower shall have provided for such reserves as Agent may
reasonably deem proper and necessary, subject at all times to any applicable
subordination arrangement in favor of Lenders.

      6.8. Standards of Financial Statements. Cause all financial statements
referred to in Sections 9.6, 9.7, 9.8, 9.9, 9.10, 9.11 and 9.12 as to which GAAP
is applicable to fairly present in all material respects (subject, in the case
of interim financial statements, to normal year-end audit adjustments) and to be
prepared in reasonable detail and in accordance with GAAP applied consistently
throughout the periods reflected therein (except as concurred in by such
reporting accountants or officer, as the case may be, and disclosed therein).

      6.9. Exercise of Rights. Enforce all of the payment obligations and the
offset provisions contained in the Acquisition Agreement, and pursue all
remedies available to it with diligence and in good faith in connection with the
enforcement of any such rights, and after the occurrence and during the
continuance of an Event of Default, at Agent's direction.

      6.10. Future Acquired Companies. Borrowers shall cause all Future Acquired
Companies organized in the United States to become a Borrower under this
Agreement (including, without limitation, pursuant to Section 7.1(a)), pledge or
shall cause to be pledged all capital stock or other equity interests in such
Future Acquired Company owned by such Borrower to Agent pursuant to a Stock
Pledge Agreement, shall cause such Future Acquired Company to grant to Agent a
first priority (subject to certain Permitted Encumbrances) perfected security
interest in all of such Future Acquired Company's property, and shall cause each
Future Acquired Company to execute and deliver to Agent the Future Acquired
Company Loan Documents.

      6.11. Guarantors' Net Worth. Borrowers shall cause Guarantors to maintain,
in the aggregate, a net worth of at least $15,000,000, exclusive of Guarantors'
ownership interest in Borrowers or any of their Subsidiaries.

      6.12. Performance Bonds. Borrowers shall promptly provide notice to Agent
of : (a) their intention to obtain any performance bond in excess of $1,000,000;
and (b) their intention of having outstanding performance bonds in excess of
$5,000,000 in the aggregate at any one time.

VII. NEGATIVE COVENANTS.

                                       45

      No Borrower shall, until satisfaction in full of the Obligations and
termination of this Agreement:

      7.1. Merger, Consolidation, Acquisition and Sale of Assets.

            (a) Enter into any merger, consolidation or other reorganization
with or into any other Person or acquire all or a substantial portion of the
assets or stock of any Person or permit any other Person to consolidate with or
merge with it. Notwithstanding the foregoing, a Borrower may make Qualified
Acquisitions and so long as Borrowers have Undrawn Availability in excess of
$4,000,000 after giving effect to such acquisition, acquire the remaining
capital stock of GEOPAK so long as GEOPAK becomes a Borrower hereunder pursuant
to Section 7.11. Notwithstanding the foregoing, no Receivables of a Future
Acquired Company shall be included within the calculation of the Formula Amount
until such time as Agent has conducted its collateral audit and examination with
respect to such Person and Agent is satisfied with the results of such audit and
examination (as determined in Agent's sole and absolute discretion).

            (b) Sell, lease, transfer or otherwise dispose of any of its
properties or assets, except as provided in Section 4.3 or to another Borrower.

      7.2. Creation of Liens. Create or suffer to exist any Lien or transfer
upon or against any of its property or assets or its Subsidiaries' (direct or
indirect) property or assets now owned or hereafter acquired, except Permitted
Encumbrances.

      7.3. Guarantees. Be or become liable upon the obligations of any Person by
assumption, endorsement or guaranty thereof or otherwise (other than to Lenders)
except (a) as disclosed on Schedule 7.3, (b) the endorsement of checks in the
ordinary course of business, (c) guarantees with respect to performance bonds
made in the ordinary course of business, up to an aggregate amount of $4,000,000
for any one performance bond or $7,000,000 at any one time outstanding for all
performance bonds, (d) guarantees made in the ordinary course of business, up to
an aggregate amount of $1,000,000 at any one time outstanding; and (e)
guarantees of Indebtedness of another Borrower or Subsidiary permitted
hereunder.

      7.4. Investments. Purchase or acquire obligations or stock of, or any
other interest in any Person or enter into a joint venture, partnership
agreement or other similar arrangement, except (a) obligations issued or
guaranteed by the United States of America or any agency thereof, (b) commercial
paper with maturities of not more than 180 days and a published rating of not
less than A-1 or P-1 (or the equivalent rating), (c) certificates of time
deposit and bankers' acceptances having maturities of not more than 180 days and
repurchase agreements backed by United States government securities of a
commercial bank if (i) such bank has a combined capital and surplus of at least
$500,000,000, or (ii) its debt obligations, or those of a holding company of
which it is a Subsidiary, are rated not less than A (or the equivalent rating)
by a nationally recognized investment rating agency, (d) U.S. money market funds
that invest solely in obligations issued or guaranteed by the United States of
America or an agency thereof, (e) as permitted under Section 7.1, (f)
investments existing as of the Closing shown on Schedule 7.4 attached hereto,
and (g) so long as no Default or Event of Default has occurred and is continuing
or would result after giving effect to such investment and so long as Borrowers
have Undrawn Availability in excess of $4,000,000 after giving effect to such
investment, investments in Persons in the ordinary course of Borrowers' business
in an amount not in excess of $2,000,000 in any one or more related transactions
and in excess of $5,000,000 in the aggregate for all such investments during any
one (1) fiscal year (less the

                                       46

cash portion of all Qualified Acquisition during such fiscal year).

      7.5. Loans. Make or have outstanding advances, loans or extensions of
credit to any Person, including without limitation, any Parent, Subsidiary or
Affiliate except with respect to (a) loans to its employees in the ordinary
course of business not to exceed the aggregate amount of $100,000 at any time
outstanding, or in the case of loans to employees for tax obligations related
solely to Bentley stock options, not to exceed the aggregate amount of
$1,000,000 at any time outstanding, (b) advances, loans, or extensions of credit
by a Borrower to any Subsidiary or any Affiliate not to exceed the aggregate
amount to all such Persons of $500,000 at any time outstanding, (c) loans and
advances existing as of the Closing Date or contemplated to be made for tax
obligations with respect to the warrants issued to certain Guarantors, and in
each case shown on Schedule 7.5 attached hereto, and (d) loans or advances by a
Borrower to another Borrower.

      7.6. Capital Expenditures. Contract for, purchase or make any expenditure
or commitments for fixed or capital assets (including capitalized leases) except
for (a) such expenditures in any fiscal year in an aggregate amount for all
Borrowers not exceeding $3,000,000; and (b) those expenditures related to their
VIECON internet initiative to the extent funded from contributions of cash
equity received by Borrowers from the Closing Date through and including March
31, 2001.

      7.7. Dividends. Declare, pay or make any dividend or distribution on any
shares of the common stock or preferred stock of or membership interest in any
Borrower (other than dividends or distributions payable in its stock, or
split-ups or reclassifications of its stock) or apply any of its funds, property
or assets to the purchase, redemption or other retirement of any common or
preferred stock of or membership interest in, or any options to purchase or
acquire any such shares of common or preferred stock or membership interest in
of any Borrower except with respect to (a) so long as no Default or Event of
Default has occurred and is continuing or would result after giving effect to
such redemption and so long as Borrowers have Undrawn Availability in excess of
$4,000,000 after giving effect to such redemption, payment of any redemption
amount of any preferred stock and series C common stock in accordance with the
terms of such stock and (b) the purchase of stock from employees who are no
longer employed by Borrowers.

      7.8. Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness for borrowed money with respect to a Borrower or cause or permit to
exist any Indebtedness for borrowed money with respect to any Subsidiary of a
Borrower, except in respect of (i) Indebtedness to Lenders; (ii) Indebtedness
incurred for capital expenditures permitted under Section 7.6 hereof, (iii)
Seller Debt in connection with Qualified Acquisitions, (iv) Intergraph Debt and
(v) Indebtedness existing as of the Closing Date and shown on Schedule 5.8(b).

      7.9. Nature of Business. Substantially change, or permit a Subsidiary to
substantially change, the nature of the business in which it is presently
engaged.

      7.10. Transactions with Affiliates. Directly or indirectly, purchase,
acquire or lease any property from, or sell, transfer or lease any property to,
or otherwise deal or have outstanding with, any Affiliate (other to another
Borrower), except transactions in the ordinary course of business, on an
arm's-length basis on terms no less favorable than terms which would have been
obtainable from a Person other than an Affiliate.

      7.11 Subsidiaries. Form any Subsidiary unless (i) such Subsidiary, if it
is organized within

                                       47

the United States, expressly joins in this Agreement as a Borrower and becomes
jointly and severally liable for the obligations of Borrowers hereunder, under
the Notes, and under any other agreement between any Borrower and Lenders, (ii)
Agent shall have received all documents, including legal opinions, it may
reasonably require to establish compliance with each of the foregoing
conditions, and (iii) if a direct Subsidiary of a Borrower, Agent receives a
pledge of such Borrower's ownership interests, in amount equal to 100% if such
subsidiary is organized within the United States and 66% if such Subsidiary is
organized outside of the United States.

      7.12 Fiscal Year and Accounting Changes. Without Agent's prior written
consent (which consent shall not be unreasonably withheld), change its fiscal
year from December 31st or make any change (i) in accounting treatment and
reporting practices except as permitted by GAAP or (ii) in tax reporting
treatment except as permitted by law.

      7.13 Pledge of Credit. Now or hereafter pledge Agent's or any Lender's
credit on any purchases or for any purpose whatsoever or use any portion of any
Advance in or for any business other than such Borrower's business as conducted
on the date of this Agreement.

      7.14 Amendment of Organizational Documents. Amend, modify or waive any
material term or material provision of its Articles of Incorporation,
Certificate of Formation, Operating Agreement, By-Laws or other organizational
document unless required by law, if such amendment could have an adverse effect
on such Borrower.

      7.15 Compliance with ERISA. (i) (x) Maintain, or permit any member of the
Controlled Group to maintain, or (y) become obligated to contribute, or permit
any member of the Controlled Group to become obligated to contribute, to any
Plan which is subject to the minimum funding requirements of Part 3 of Subtitle
B of Title I of ERISA or subject to Section 412 of the Code, (ii) engage, or
permit any member of the Controlled Group to engage, in any non-exempt
"prohibited transaction", as that term is defined in section 406 of ERISA and
Section 4975 of the Code, (iii) assume, or permit any member of the Controlled
Group to assume, any obligation to contribute to any Multiemployer Plan and (iv)
fail to comply, or permit a member of the Controlled Group to fail to comply,
with the requirements of ERISA or the Code or other applicable laws in respect
of any Plan so as to result in any Material Adverse Effect.

      7.16 Prepayment of Indebtedness. At any time, directly or indirectly,
prepay any Indebtedness for borrowed money (other than to Lenders), or
repurchase, redeem, retire or otherwise acquire any such Indebtedness of any
Borrower.

      7.17 Intergraph Note. At any time, directly or indirectly, pay, prepay,
repurchase, redeem, retire or otherwise acquire, or make any payment on account
of any principal of, interest on or premium payable in connection with the
repayment or redemption of the Intergraph Note, except as expressly permitted by
the terms of the Intergraph Note as in effect on the Closing Date. Borrowers
shall make no payments under the Intergraph Note (a) upon the occurrence and
continuance of an Event of Default or Default or (b) if immediately after giving
such effect to such payment, Borrowers' Undrawn Availability is less than
$2,000,000.

      7.18 Other Agreements. Enter into any material amendment, waiver or
modification of the Acquisition Agreement or any related agreements.

      7.19 Executive Bonuses. Make any payment for bonuses under the 20% special
bonus

                                       48

pool if (a) an Event of Default or Default has occurred and is continuing or
would result after giving effect to such payment or (b) Borrowers' Undrawn
Availability immediately after giving effect to such payment is less than
$2,000,000.

VIII. CONDITIONS PRECEDENT.

      8.1. Conditions to Initial Advances. The agreement of Lenders to make the
initial Advances requested to be made on the Closing Date is subject to the
satisfaction, or waiver by Lenders, immediately prior to or concurrently with
the making of such Advances, of the following conditions precedent (each
satisfactory to Agent in its sole and absolute discretion):

            (a) Agreement and Note. Agent shall have received this Agreement,
the Notes, each duly executed and delivered by an authorized officer of each
Borrower;

            (b) Collateral Documents, Filings, Registrations and Recordings.
Upon filing each document (including, without limitation, any Uniform Commercial
Code financing statement) required by this Agreement, any related agreement or
under law or reasonably requested by the Agent to be filed, registered or
recorded, Agent shall have, on behalf of Lenders, a perfected first priority
security interest in and lien upon the Collateral (subject to certain Permitted
Encumbrances);

            (c) Corporate Proceedings of Borrowers. Agent shall have received a
copy of the resolutions in form and substance reasonably satisfactory to Agent,
of the Board of Directors or Managing Members (as applicable) of each Borrower
authorizing (i) the execution, delivery and performance of this Agreement, the
Notes, the Mortgage, the Warrant, the Intellectual Property Documents, any
related agreements, and the Acquisition Agreement (collectively, the
"Documents") and (ii) the granting by each Borrower of the security interests in
and liens upon the Collateral in each case certified by the Secretary or an
Assistant Secretary (or other appropriate officer) of each Borrower as of the
Closing Date; and, such certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded as of the date
of such certificate;

            (d) Incumbency Certificates of Borrowers. Agent shall have received
a certificate of the Secretary or an Assistant Secretary (or other appropriate
officer) of each Borrower, dated the Closing Date, as to the incumbency and
signature of the officers of each Borrower executing this Agreement, any
certificate or other documents to be delivered by it pursuant hereto, together
with evidence of the incumbency of such Secretary or Assistant Secretary (or
other appropriate officer);

            (e) Corporate Proceedings of BSI Netherlands and BSI Australia.
Agent shall have received a copy of the resolutions in form and substance
reasonably satisfactory to Agent, of the Board of Directors of each of BSI
Netherlands and BSI Australia authorizing the execution, delivery and
performance of the such Person's Stock Pledge Document certified by the
Secretary or an Assistant Secretary (or other appropriate officer) of such
Person as of the Closing Date; and, such certificate shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded as of the date of such certificate;

            (f) Incumbency Certificates of BSI Netherlands and BSI Australia.
Agent shall have received a certificate of the Secretary or an Assistant
Secretary (or other appropriate officer) of each of BSI Australia and BSI
Netherlands, dated the Closing Date, as to the incumbency and signature of the
officers of such Person executing such Person's respective Stock Pledge
Document,

                                       49

any certificate or other documents to be delivered by it pursuant hereto,
together with evidence of the incumbency of such Secretary or Assistant
Secretary (or other appropriate officer);

            (g) Organizational Documents. Agent shall have received a copy of
the Articles or Certificate of Incorporation or Certificate of Formation of each
Borrower and each of BSI Netherlands and BSI Australia, and all amendments
thereto, certified by the Secretary of State or other appropriate official of
its jurisdiction of incorporation together with copies of the By-Laws or
Operating Agreement of each Borrower and each Guarantor and all agreements of
each Borrower's and each Guarantor's shareholders certified as accurate and
complete by the Secretary of each Borrower and such Guarantor;

            (h) Good Standing Certificates. Agent shall have received good
standing certificates for each Borrower dated not more than thirty (30) days
prior to the Closing Date, issued by the Secretary of State or other appropriate
official of each Borrower's jurisdiction of incorporation or formation and each
jurisdiction where the conduct of each Borrower's business activities or the
ownership of its properties necessitates qualification;

            (i) Legal Opinion. Agent shall have received the executed legal
opinions of Drinker Biddle & Reath LLP which shall cover such matters incident
to the transactions contemplated by this Agreement, the Notes, the Warrant, the
Acquisition Agreement (relying with approval, upon any opinion received from
Intergraph's legal counsel) and related agreements as Agent may reasonably
require;

            (j) No Litigation. (i) No litigation, investigation or proceeding
before or by any arbitrator or Governmental Body shall be continuing or
threatened against any Borrower or against the officers or directors of any
Borrower (A) in connection with the Other Documents or any of the transactions
contemplated thereby and which, in the reasonable opinion of Agent, is deemed
material or (B) which could, in the reasonable opinion of Agent, have a Material
Adverse Effect; and (ii) no injunction, writ, restraining order or other order
of any nature materially adverse to any Borrower or the conduct of its business
or inconsistent with the due consummation of the Transactions shall have been
issued by any Governmental Body;

            (k) Collateral Examination. Agent shall have completed Collateral
examinations, asset based field audits and received appraisals, the results of
which shall be satisfactory in form and substance to Agent and Lenders, of the
Receivables, Inventory, General Intangibles, Real Property and Equipment of each
Borrower and all books and records in connection therewith;

            (l) Fees. Agent shall have received all fees payable to Agent and
Lenders on or prior to the Closing Date pursuant to Article III hereof
(including the Closing Fee);

            (m) Pro Forma Financial Statements. Agent shall have received a copy
of the Pro Forma Financial Statements which shall be satisfactory in all
respects to Lenders;

            (n) Acquisition Documents. Agent shall have received final executed
copies of the Acquisition Agreement and all related agreements, documents and
instruments as in effect on the Closing Date and the transactions contemplated
by such documentation shall be consummated prior to the making of the initial
Advance;

            (o) Insurance. Agent shall have received in form and substance
satisfactory to

                                       50

Agent: (i) certified copies of Borrowers' casualty insurance policies, together
with loss payable endorsements on Agent's standard form of lender's loss payee
endorsement naming Agent as lender's loss payee, and certified copies of
Borrowers' liability insurance policies, together with endorsements naming Agent
as an additional insured and (ii) certified copies of Borrowers' foreign credit
insurance policies, together with an assignment of the proceeds of such
insurance;

            (p) Payment Instructions. Agent shall have received written
instructions from Borrowers directing the application of proceeds of the initial
Advances made pursuant to this Agreement;

            (q) Blocked Accounts. Agent shall have received duly executed
agreements establishing the Blocked Accounts or Depository Accounts with
financial institutions acceptable to Agent for the collection or servicing of
the Receivables and proceeds of the Collateral;

            (r) Consents. Agent shall have received any and all Consents
necessary to permit the effectuation of the transactions contemplated by this
Agreement and the Other Documents; and, Agent shall have received such Consents
and waivers of such third parties as might assert claims with respect to the
Collateral, as Agent and its counsel shall deem necessary;

            (s) No Adverse Material Change. (i) since December 31, 1999, there
shall not have occurred any event, condition or state of facts which could
reasonably be expected to have a Material Adverse Effect and (ii) no
representations made or information supplied to Agent shall have been proven to
be inaccurate or misleading in any material respect;

            (t) Mortgage Documents. Agent shall have received in form and
substance satisfactory to Agent the executed Mortgage Documents;

            (u) Intergraph Note Documentation. Agent shall have received final
executed copies of the Intergraph Note and all related documents, instrument,
and agreements which shall contain such terms and provisions satisfactory to
Agent;

            (v) Security Agreements and Other Documents. Agent shall have
received (i) the executed Other Documents, (ii) the executed Warrant, (iii) the
executed Stock Pledge Documents along with the all original Bentley Pledged
Stock and stock powers for the Bentley Pledged Stock duly endorsed in blank, and
(iv) the executed Intellectual Property Documents, all in form and substance
satisfactory to Agent;

            (w) Intergraph Agent shall have received the executed Standstill
Agreement and a no offset agreement from Intergraph, each in form and substance
satisfactory to Agent.

            (x) Contract Review. Agent shall have reviewed all material
contracts of Borrowers including, without limitation, leases, union contracts,
labor contracts, vendor supply contracts, license agreements and distributorship
agreements and such contracts and agreements shall be satisfactory in all
respects to Agent;

            (y) Closing Certificate. Agent shall have received a closing
certificate signed by the Chief Financial Officer of each Borrower dated as of
the date hereof, stating that (i) all representations and warranties set forth
in this Agreement and the Other Documents are true and correct on and as of such
date, (ii) Borrowers are on such date in compliance with all the terms and

                                       51

provisions set forth in this Agreement and the Other Documents, (iii) on such
date no Default or Event of Default has occurred or is continuing, and (iv) all
of the conditions set forth in this Article VIII have been satisfied;

            (z) Borrowing Base. Agent shall have received evidence from
Borrowers that the aggregate amount of Eligible Receivables is sufficient in
value and amount to support Advances in the amount requested by Borrowers on the
Closing Date;

            (aa) Undrawn Availability. After giving effect to the initial
Advances hereunder (including for this purpose all costs, fees and expenses
incurred in connection with this transaction and Acquisition), Borrowers shall
have Undrawn Availability of at least $4,000,000;

            (bb) Equity Investment. Agent shall have received evidence
(satisfactory to Agent in its sole but reasonable discretion) that Bentley
received either (i) an additional $7,500,000 contribution of cash equity or (ii)
$7,500,000 in mezzanine financing (upon terms and conditions acceptable to Agent
in its sole but reasonable discretion);

            (cc) Guaranty Agreements. Agent shall have received the Guaranty
Agreements executed by each Guarantor and an Irrevocable Standby Letter of
Credit issued in favor of Agent, for the ratable benefit of Lender (in form and
substance satisfactory to Agent), from a financial institution acceptable to
Agent (in its sole discretion).

            (dd) Personal Financial Statements. Agent shall have received and
reviewed (to its satisfaction) Guarantor's personal financial statements (in
form and substance satisfactory to Agent); and

            (ee) Other. All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the Transactions shall be
satisfactory in form and substance to Agent and its counsel.

            8.2. Conditions to Each Advance. The agreement of Lenders to make
any Advance requested to be made on any date (including, without limitation, the
initial Advance), is subject to the satisfaction of the following conditions
precedent as of the date such Advance is made:

            (a) Representations and Warranties. Each of the representations and
warranties made by any Borrower in or pursuant to this Agreement and any related
agreements to which it is a party, and each of the representations and
warranties contained in any certificate, document or financial or other
statement furnished at any time under or in connection with this Agreement or
any related agreement shall be true and correct in all material respects on and
as of such date as if made on and as of such date;

            (b) No Default. No Event of Default or Default shall have occurred
and be continuing on such date, or would exist after giving effect to the
Advances requested to be made, on such date and, in the case of the initial
Advance, after giving effect to the consummation of the transactions
contemplated by the Acquisition Agreement; provided, however that Lenders, in
their sole discretion, may continue to make Advances notwithstanding the
existence of an Event of Default or Default and that any Advances so made shall
not be deemed a waiver of any such Event of Default or Default; and

                                       52

            (c) Maximum Advances. In the case of any Advances requested to be
made, after giving effect thereto, the aggregate Advances shall not exceed the
maximum amount of Advances permitted under Section 2.1 hereof.

Each request for an Advance by any Borrower hereunder shall constitute a
representation and warranty by each Borrower as of the date of such Advance that
the conditions contained in this subsection shall have been satisfied.

IX. INFORMATION AS TO BORROWER AND GUARANTORS.

      Each Borrower shall, until satisfaction in full of the Obligations and the
termination of this Agreement:

      9.1. Disclosure of Material Matters. Immediately upon learning thereof,
report to Agent all matters materially affecting Borrowers or a Subsidiary of a
Borrower, or the value, enforceability or collectibility of any portion of the
Collateral including, without limitation, any Borrower's reclamation or
repossession of, or the return to any Borrower of, a material amount of goods or
claims or disputes asserted by any Customer or other obligor.

      9.2. Schedules. Deliver to Agent on or before the fifteenth (15th) day of
each month as and for the prior month (a) accounts receivable agings, and (b)
accounts payable schedules. Borrowers shall deliver to Agent on not less than a
monthly basis, a Borrowing Base Certificate (which shall be calculated as of the
last day of each calendar month and which shall not be binding upon Agent or
restrictive of Agent's rights under this Agreement). In addition, each Borrower
will deliver to Agent at such intervals as Agent may require: (i) confirmatory
assignment schedules, (ii) copies of Customer's invoices, (iii) evidence of
shipment or delivery, and (iv) such further schedules, documents and/or
information regarding the Collateral as Agent may require including, without
limitation, trial balances and test verifications. Agent shall have the right to
confirm and verify all Receivables by any manner and through any medium it
considers advisable and do whatever it may deem reasonably necessary to protect
its interests hereunder and prior to the occurrence of an Event of Default or
Default, Borrowing Agent shall have the right to have a representative present
during such verification. The items to be provided under this Section are to be
in form satisfactory to Agent and executed by each Borrower and delivered to
Agent from time to time solely for Agent's convenience in maintaining records of
the Collateral, and any Borrower's failure to deliver any of such items to Agent
shall not affect, terminate, modify or otherwise limit Agent's Lien with respect
to the Collateral.

      9.3. Environmental Reports. Furnish Agent, concurrently with the delivery
of the financial statements referred to in Sections 9.6 and 9.7, with a
certificate signed by the President or Managing Member (as applicable) of each
Borrower stating, to the best of his knowledge, that each Borrower is in
compliance in all material respects with all federal, state and local laws
relating to environmental protection and control and occupational safety and
health. To the extent any Borrower is not in compliance with the foregoing laws,
the certificate shall set forth with specificity all areas of non-compliance and
the proposed action such Borrower will implement in order to achieve full
compliance.

      9.4. Litigation. Promptly notify Agent in writing of any litigation, suit
or administrative proceeding affecting any Borrower, whether or not the claim is
covered by insurance, and of any suit or administrative proceeding, which in any
such case could reasonably be expected to have a

                                       53

Material Adverse Effect on any Borrower.

      9.5. Material Occurrences. Promptly notify Agent in writing upon the
occurrence of (a) any Event of Default or Default; (b) any event, development or
circumstance whereby any financial statements or other reports furnished to
Agent fail in any material respect to present fairly, in accordance with GAAP
consistently applied, the financial condition or operating results of any
Borrowers on a consolidated basis as of the date of such statements; (c) each
and every default by any Borrower which might result in the acceleration of the
maturity of any funded Indebtedness, in excess of $250,000 including the names
and addresses of the holders of such Indebtedness with respect to which there is
a default existing or with respect to which the maturity has been or could be
accelerated, and the amount of such Indebtedness; and (d) any other development
in the business or affairs of any Borrower which could reasonably be expected to
have a Material Adverse Effect; in each case describing the nature thereof and
the action Borrowers propose to take with respect thereto.

      9.6. Annual Financial Statements. Furnish Agent within one hundred twenty
(120) days after the end of each fiscal year of Borrowers, financial statements
of Borrowers on a consolidating and consolidated basis including, but not
limited to, statements of income and stockholders' equity and cash flow from the
beginning of the current fiscal year to the end of such fiscal year and the
balance sheet as at the end of such fiscal year, all prepared in accordance with
GAAP applied on a basis consistent with prior practices, and in reasonable
detail and reported upon without qualification by an independent certified
public accounting firm selected by Borrowers and satisfactory to Agent
("Accountants"). The report of the Accountants shall be accompanied by a
statement of the Accountants certifying that (i) they have caused the Loan
Agreement to be reviewed, (ii) in making the examination upon which such report
was based either no information came to their attention which to their knowledge
constituted an Event of Default or a Default under this Agreement or any related
agreement or, if such information came to their attention, specifying any such
Default or Event of Default, its nature, when it occurred and whether it is
continuing, and such report shall contain or have appended thereto calculations
which set forth Borrowers' compliance with the requirements or restrictions
imposed by Sections 6.5 and 7.6 hereof. In addition, the reports shall be
accompanied by a certificate of Borrowers' Chief Financial Officer which shall
state that, based on an examination sufficient to permit him to make an informed
statement, no Default or Event of Default exists, or, if such is not the case,
specifying such Default or Event of Default, its nature, when it occurred,
whether it is continuing and the steps being taken by such Borrower with respect
to such event, and such certificate shall have appended thereto calculations
which set forth Borrowers' compliance with the requirements or restrictions
imposed by Sections 6.5 and 7.6 hereof.

      9.7. Quarterly Financial Statements. Furnish Agent within forty-five (45)
days after the end of each fiscal quarter, an unaudited balance sheet of
Borrowers on a consolidated (including each direct and indirect Subsidiary) and
consolidating basis and unaudited statements of income and stockholders' equity
and cash flow of Borrowers on a consolidated and consolidating basis reflecting
results of operations from the beginning of the fiscal year to the end of such
quarter and for such quarter, prepared on a basis consistent with prior
practices and complete and correct in all material respects, subject to normal
and recurring year end adjustments that individually and in the aggregate are
not material to the business of Borrowers. The reports shall be accompanied by a
certificate signed by the Chief Financial Officer of Borrowers, which shall
state that, based on an examination sufficient to permit him to make an informed
statement, no Default or Event of Default exists, or, if such is not the case,
specifying such Default or Event of Default, its nature, when it occurred,

                                       54

whether it is continuing and the steps being taken by Borrowers with respect to
such default and, such certificate shall have appended thereto calculations
which set forth Borrowers' compliance with the requirements or restrictions
imposed by Sections 6.5 and 7.6 hereof.

      9.8. Monthly Financial Statements. Furnish Agent within thirty (30) days
after the end of each month, an unaudited balance sheet of Borrowers on a
consolidated and consolidating basis and unaudited statements of income and
stockholders' equity and cash flow of Borrowers on a consolidated and
consolidating basis reflecting results of operations from the beginning of the
fiscal year to the end of such month and for such month, prepared on a basis
consistent with prior practices and complete and correct in all material
respects, subject to normal and recurring year end adjustments that individually
and in the aggregate are not material to the business of Borrowers. The reports
shall be accompanied by a certificate of Borrowers' Chief Financial Officer,
which shall state that, based on an examination sufficient to permit him to make
an informed statement, no Default or Event of Default exists, or, if such is not
the case, specifying such Default or Event of Default, its nature, when it
occurred, whether it is continuing and the steps being taken by Borrowers with
respect to such event.

      9.9. Other Reports. Furnish Agent as soon as available, but in any event
within ten (10) days after the issuance thereof, with copies of such financial
statements, reports and returns as each Borrower shall send to its stockholders.

      9.10. Additional Information. Furnish Agent with such additional
information as Agent shall reasonably request in order to enable Agent to
determine whether the terms, covenants, provisions and conditions of this
Agreement and the Notes have been complied with by Borrowers including, without
limitation and without the necessity of any request by Agent, (a) copies of all
environmental audits and reviews, (b) at least thirty (30) days prior thereto,
notice of any Borrower's opening of any new office or place of business or any
Borrower's closing of any existing office or place of business, and (c) promptly
upon any Borrower's learning thereof, notice of any labor dispute to which any
Borrower may become a party, any strikes or walkouts relating to any of its
plants or other facilities, and the expiration of any labor contract to which
any Borrower is a party or by which any Borrower is bound.

      9.11. Projected Operating Budget. Furnish Agent, no later than sixty (60)
days prior to the beginning of each Borrower's fiscal years commencing with
fiscal year 2002, a month by month projected operating budget and cash flow of
Borrowers on a consolidated and consolidating basis for such fiscal year
(including an income statement for each month and a balance sheet as at the end
of the last month in each fiscal quarter) ("Projections"), such projections to
be accompanied by a certificate signed by the President or Chief Financial
Officer of each Borrower to the effect that such projections have been prepared
on the basis of sound financial planning practice consistent with past budgets
and financial statements and that such officer has no reason to question the
reasonableness of any material assumptions on which such projections were
prepared. In addition, Borrowers shall furnish Agent, no later than February 28,
2001, such Projections for fiscal year 2001.

      9.12. Variances From Operating Budget. Furnish Agent, concurrently with
the delivery of the financial statements referred to in Section 9.6 and each
monthly report, a written report summarizing all material variances from budgets
submitted by Borrowers pursuant to Section 9.11 and a discussion and analysis by
management with respect to such variances.

      9.13. Notice of Suits, Adverse Events. Furnish Agent with prompt notice of
(i) any lapse

                                       55

or other termination of any Consent issued to any Borrower by any Governmental
Body or any other Person that is material to the operation of any Borrower's
business, (ii) any refusal by any Governmental Body or any other Person to renew
or extend any such Consent; and (iii) copies of any periodic or special reports
filed by any Borrower with any Governmental Body or Person, if such reports
indicate any material change in the business, operations, affairs or condition
of any Borrower, or if copies thereof are requested by Lender, and (iv) copies
of any material notices and other communications from any Governmental Body or
Person which specifically relate to any Borrower.

      9.14. ERISA Notices and Requests. Furnish Agent with immediate written
notice in the event that (i) any Borrower or any member of the Controlled Group
knows or has reason to know that a prohibited transaction (as defined in
Sections 406 of ERISA and 4975 of the Code) has occurred together with a written
statement describing such transaction and the action which such Borrower or any
member of the Controlled Group has taken, is taking or proposes to take with
respect thereto, (ii) the establishment of any new Plan or the commencement of
contributions to any Plan (in both cases, which is subject to the minimum
funding requirements of Part 3 of Subtitle B of Title I of ERISA or subject to
Section 412 of the Code) to which any Borrower or any member of the Controlled
Group was not previously contributing shall occur, and (iii) any Borrower or any
member of the Controlled Group shall receive any favorable or unfavorable
determination letter from the Internal Revenue Service regarding the
qualification of a Plan under Section 401(a) of the Code, together with copies
of each such letter.

      9.15. Guarantor Information. Cause each Guarantor to deliver to Agent on
or before April 15 of each calendar year, such Guarantor's state and federal tax
returns and personal financial statement (in form acceptable to Agent).

      9.16. Additional Documents. Execute and deliver to Agent, upon request,
such documents and agreements as Agent may, from time to time, reasonably
request to carry out the purposes, terms or conditions of this Agreement
(including, without limitation, daily cash and sales reports).

X. EVENTS OF DEFAULT.

      The occurrence of any one or more of the following events shall constitute
an "Event of Default":

      10.1. failure by any Borrower to pay any principal or interest on the
Notes when due, whether at maturity or by reason of acceleration pursuant to the
terms of this Agreement or by notice of intention to prepay, or by required
prepayment; or failure to pay any other Obligations or liabilities or make any
other payment, fee or charge provided for herein or in any Other Document within
five (5) days of when due;

      10.2. any representation or warranty made by any Borrower in this
Agreement or any related agreement or in any certificate, document or financial
or other statement furnished at any time in connection herewith or therewith
shall prove to have been misleading in any material respect on the date when
made;

      10.3. failure by any Borrower to (i) furnish financial information when
due or if no specific due date is provided herein for the delivery of such
financial information, within five (5) days after

                                       56

such request, or (ii) permit the inspection of its books or records;

      10.4. issuance of a notice of Lien, levy, assessment, injunction or
attachment against a material portion of any Borrower's property unless it
contested in good faith, stayed or bonded;

      10.5. except as otherwise provided for in Sections 10.1 and 10.3, failure
or neglect of any Borrower to perform, keep or observe any term, provision,
condition, covenant herein contained, or contained in any Other Document;
provided Borrowers shall have fifteen (15) Business Days from the earlier of
notice or knowledge of any such failure to cure Borrowers' non-compliance with
Sections 6.2, 6.3, 6.4, 6.6, 6.8, and 6.9;

      10.6. any judgment or judgments are rendered or judgment liens filed
against any Borrower or any Subsidiary of a Borrower, or any Guarantor, for an
aggregate amount in excess of $250,000 which within forty-five (45) days of such
rendering or filing is not either satisfied, stayed or discharged of record;

      10.7. any Borrower shall (i) apply for, or consent to the appointment of,
or the taking of possession by, a receiver, custodian, trustee, liquidator or
similar fiduciary of itself or of all or a substantial part of its property,
(ii) make a general assignment for the benefit of creditors, (iii) commence a
voluntary case under any state or federal bankruptcy laws (as now or hereafter
in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
seeking to take advantage of any other law providing for the relief of debtors,
(vi) acquiesce to, or fail to have dismissed, within sixty (60) days, any
petition filed against it in any involuntary case under such bankruptcy laws,
(vii) suffer the appointment of, or the taking of possession by, a receiver,
custodian, trustee, liquidator or similar fiduciary of itself or of all or a
substantial part of its property, and such action shall not have been dismissed
within sixty (60) days, or (viii) take any action for the purpose of effecting
any of the foregoing;

      10.8. any Borrower shall admit in writing its inability, or be generally
unable, to pay its debts as they become due or cease operations of its present
business;

      10.9. (a) any Guarantor, shall (i) apply for or consent to the appointment
of, or the taking of possession by, a receiver, custodian, trustee, liquidator
or similar fiduciary of itself or of all or a substantial part of its property,
(ii) admit in writing its inability, or be generally unable, to pay its debts as
they become due or cease operations of its present business, (iii) make a
general assignment for the benefit of creditors, (iv) commence a voluntary case
under any state or federal bankruptcy laws (as now or hereafter in effect), (v)
be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take
advantage of any other law providing for the relief of debtors, (vii) acquiesce
to, or fail to have dismissed, within sixty (60) days, any petition filed
against it in any involuntary case under such bankruptcy laws, (viii) suffer the
appointment of, or the taking of possession by, a receiver, custodian, trustee,
liquidator or similar fiduciary of itself or of all or a substantial part of its
property, and such action shall not have been dismissed within sixty (60) days,
or (ix) take any action for the purpose of effecting any of the foregoing and
(b) after the occurrence of an event described in subclause (a) above,
Guarantors have not provided cash collateral to Agent in an amount equal to the
then existing Liability Limit (as defined in the Guaranty Agreements) within
three (3) days of Agent's request therefor.

      10.10. any change in any Borrower's condition or affairs (financial or
otherwise) which results in a Material Adverse Effect;

                                       57

      10.11. any Lien created hereunder or provided for hereby or under any
related agreement for any reason ceases to be or is not a valid and perfected
Lien having a first priority interest (subject to the terms hereof);

      10.12. a default of the obligations of any Borrower, any Subsidiary of a
Borrower or any Guarantor under any other agreement to which it is a party shall
occur which results in a Material Adverse Effect;

      10.13. any Change of Control shall occur;

      10.14. any material provision of this Agreement shall, for any reason,
cease to be valid and binding on any Borrower, or any Borrower shall so claim in
writing to Agent;

      10.15. (i) any Governmental Body shall (A) revoke, terminate, suspend or
adversely modify any license, permit, patent trademark or tradename of any
Borrower, the continuation of which is material to the continuation of
Borrowers' business taken as a whole, or (B) the staff of a Governmental Body
issues a report recommending the termination, revocation, suspension or
material, adverse modification of a patent necessary for the continuation of
Borrowers' business as a whole; (ii) any agreement which is necessary or
material to the operation of any Borrower's business shall be revoked or
terminated and not replaced by a substitute acceptable to Agent within thirty
(30) days after the date of such revocation or termination, and such revocation
or termination and non-replacement would reasonably be expected to have a
Material Adverse Effect on Borrowers, as a whole;

      10.16. any portion of the Collateral shall be seized or taken by a
Governmental Body, or any Borrower or the title and rights of any Borrower or
any Original Owner which is the owner of any material portion of the Collateral
shall have become the subject matter of litigation which might, in the opinion
of Agent, upon final determination, result in impairment or loss of the security
provided by this Agreement or the Other Documents;

      10.17. an event or condition specified in Sections 7.15 or 9.14 hereof
shall occur or exist with respect to any Plan and, as a result of such event or
condition, together with all other such events or conditions, any Borrower or
any member of the Controlled Group shall incur, or in the opinion of Agent be
reasonably likely to incur, a liability to a Plan which, in the reasonable
judgment of Agent, would have a Material Adverse Effect on Borrowers, as a
whole; or

      10.18 an Event of Default (as described in the Guaranty Agreement) occurs
under a Guaranty Agreement resulting from Guarantors failure to make a payment
thereunder.

      10.19 an event of default occurs, and all cure and grace periods have
expired, under any other agreement and arrangement, now or hereafter entered
into between any Borrower and Agent or any Lender.

XI. LENDERS' RIGHTS AND REMEDIES AFTER DEFAULT.

      11.1. Rights and Remedies. Upon the occurrence of (i) an Event of Default
pursuant to Section 10.7 all Obligations shall be immediately due and payable
and this Agreement and the obligation of Lenders to make Advances shall be
deemed terminated; and, (ii) any of the other

                                       58

Events of Default and at any time thereafter (such default not having previously
been cured), Agent shall have the right to decrease the Receivables Advance Rate
and at the option of Required Lenders all Obligations shall be immediately due
and payable and Lenders shall have the right to terminate this Agreement and to
terminate the obligation of Lenders to make Advances and (iii) a filing of a
petition against any Borrower in any involuntary case under any state or federal
bankruptcy laws, the obligation of Lenders to make Advances hereunder shall be
terminated other than as may be required by an appropriate order of the
bankruptcy court having jurisdiction over any Borrower. Upon the occurrence of
any Event of Default, Agent shall have the right to exercise any and all other
rights and remedies provided for herein, under the Uniform Commercial Code and
at law or equity generally, including, without limitation, the right to
foreclose the security interests granted herein and to realize upon any
Collateral by any available judicial procedure and/or to take possession of and
sell any or all of the Collateral with or without judicial process. Agent may
enter any of any Borrower's premises or other premises without legal process and
without incurring liability to any Borrower therefor, and Agent may thereupon,
or at any time thereafter, in its discretion without notice or demand, take the
Collateral and remove the same to such place as Agent may deem advisable and
Agent may require Borrowers to make the Collateral available to Agent at a
convenient place. With or without having the Collateral at the time or place of
sale, Agent may sell the Collateral, or any part thereof, at public or private
sale, at any time or place, in one or more sales, at such price or prices, and
upon such terms, either for cash, credit or future delivery, as Agent may elect.
Except as to that part of the Collateral which is perishable or threatens to
decline speedily in value or is of a type customarily sold on a recognized
market, Agent shall give Borrowers reasonable notification of such sale or
sales, it being agreed that in all events written notice mailed to Borrowers at
least seven (7) days prior to such sale or sales is reasonable notification. At
any public sale Agent or any Lender may bid for and become the purchaser, and
Agent, any Lender or any other purchaser at any such sale thereafter shall hold
the Collateral sold absolutely free from any claim or right of whatsoever kind,
including any equity of redemption and such right and equity are hereby
expressly waived and released by each Borrower. In connection with the exercise
of the foregoing remedies, Agent is granted permission to use all of each
Borrower's trademarks, trade styles, trade names, patents, patent applications,
licenses, franchises and other proprietary rights which are used in connection
with (a) Inventory for the purpose of disposing of such Inventory and (b)
Equipment for the purpose of completing the manufacture of unfinished goods. The
proceeds realized from the sale of any Collateral shall be applied as follows:
first, to the reasonable costs, expenses and attorneys' fees and expenses
incurred by Agent for collection and for acquisition, completion, protection,
removal, storage, sale and delivery of the Collateral; second, to interest due
upon any of the Obligations and any fees payable under this Agreement; and,
third, to the principal of the Obligations. If any deficiency shall arise,
Borrowers shall remain liable to Agent and Lenders therefor.

      11.2. Agent's Discretion. Agent shall have the right in its sole
discretion to determine which rights, Liens, security interests or remedies
Agent may at any time pursue, relinquish, subordinate, or modify or to take any
other action with respect thereto and such determination will not in any way
modify or affect any of Agent's or Lenders' rights hereunder. Nothing contained
in this Agreement or the Other Documents shall be deemed to compel Agent to
accept a cure of any Event of Default.

      11.3. Setoff. In addition to any other rights which Agent or any Lender
may have under applicable law, upon the occurrence of an Event of Default
hereunder, Agent and such Lender shall have a right to apply any Borrower's
property held by Agent and such Lender to reduce the Obligations.

                                       59

      11.4. Rights and Remedies not Exclusive. The enumeration of the foregoing
rights and remedies is not intended to be exhaustive and the exercise of any
right or remedy shall not preclude the exercise of any other right or remedies
provided for herein or otherwise provided by law, all of which shall be
cumulative and not alternative.

XII. WAIVERS AND JUDICIAL PROCEEDINGS.

      12.1. Waiver of Notice. Each Borrower hereby waives notice of non-payment
of any of the Receivables, demand, presentment, protest and notice thereof with
respect to any and all instruments, notice of acceptance hereof, notice of loans
or advances made, credit extended, Collateral received or delivered, or any
other action taken in reliance hereon, and all other demands and notices of any
description, except such as are expressly provided for herein.

      12.2. Delay. No delay or omission on Agent's or any Lender's part in
exercising any right, remedy or option shall operate as a waiver of such or any
other right, remedy or option or of any default.

      12.3. JURY WAIVER. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A)
ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO
OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

XIII. EFFECTIVE DATE AND TERMINATION.

      13.1. Term. This Agreement, which shall inure to the benefit of and shall
be binding upon the respective successors and permitted assigns of each
Borrower, Agent and each Lender, shall become effective on the date hereof and
shall continue in full force and effect until December 31, 2003 (the "Initial
Term") or sooner terminated as herein provided. Agent and Lenders may, at their
sole and absolute option, elect to renew and extend this Agreement for
additional one (1) year periods (each a "Renewal Term") upon such terms and
conditions acceptable to Agent, Lenders and Borrowers. Agent and Lenders shall
endeavor to provide notice to Borrowing Agent prior to December 31, 2002 (and at
each time in the future at which time there are two (2) years remaining under
the Terms of this Agreement, if any), of its intention to either renew or not
renew this Agreement beyond the Initial Term or then applicable Renewal Term (if
any), but failure to provide such notice shall not result in any liability on
the part of Agent and/or any Lender or result in any extension of this
Agreement. Borrowers may terminate this Agreement at any time upon ninety (90)

                                       60

days' prior written notice upon payment in full of the Obligations. In the event
the Obligations are prepaid and refinanced with another financial institution in
full prior to the last day of the Term (the date of such prepayment hereinafter
referred to as the "Early Termination Date"), Borrowers shall pay to Agent for
the benefit of Lenders an early termination fee in an amount equal to (x) 2.0%
of the Maximum Loan Amount if the Early Termination Date occurs on or after the
Closing Date to and including the date immediately preceding the first
anniversary of the Closing Date, (y) 1.0% of the Maximum Loan Amount if the
Early Termination Date occurs on or after the first anniversary of the Closing
Date to and including the date immediately preceding the second anniversary of
the Closing Date, and (z) 0.5% of the Maximum Loan Amount if the Early
Termination Date occurs on or after the second anniversary of the Closing Date
to and including the date immediately preceding the last day of the Term.

      13.2. Termination. The termination of the Agreement shall not affect any
Borrower's, Agent's or any Lender's rights, or any of the Obligations having
their inception prior to the effective date of such termination, and the
provisions hereof shall continue to be fully operative until all transactions
entered into, rights or interests created or Obligations have been fully
disposed of, concluded or liquidated. The security interests, Liens and rights
granted to Agent and Lenders hereunder and the financing statements filed
hereunder shall continue in full force and effect, notwithstanding the
termination of this Agreement or the fact that Borrowers' Account may from time
to time be temporarily in a zero or credit position, until all of the
Obligations (other than indemnity obligations hereunder that survive the
termination of this Agreement) of each Borrower have been paid or performed in
full after the termination of this Agreement or each Borrower has furnished
Agent and Lenders with an indemnification satisfactory to Agent and Lenders with
respect thereto. Accordingly, each Borrower waives any rights which it may have
under Section 9-404(1) of the Uniform Commercial Code to demand the filing of
termination statements with respect to the Collateral, and Agent shall not be
required to send such termination statements to each Borrower, or to file them
with any filing office, unless and until this Agreement shall have been
terminated in accordance with its terms and all Obligations paid in full in
immediately available funds. All representations, warranties, covenants, waivers
and agreements contained herein shall survive termination hereof until all
Obligations are paid or performed in full.

XIV. REGARDING AGENT.

      14.1. Appointment. Each Lender hereby designates PNC to act as Agent for
such Lender under this Agreement and the Other Documents. Each Lender hereby
irrevocably authorizes Agent to take such action on its behalf under the
provisions of this Agreement and the Other Documents and to exercise such powers
and to perform such duties hereunder and thereunder as are specifically
delegated to or required of Agent by the terms hereof and thereof and such other
powers as are reasonably incidental thereto and Agent shall hold all Collateral,
payments of principal and interest, fees charges and collections (without giving
effect to any collection days) received pursuant to this Agreement, for the
ratable benefit of Lenders. Agent may perform any of its duties hereunder by or
through its agents or employees. As to any matters not expressly provided for by
this Agreement (including without limitation, collection of the Note) Agent
shall not be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Required Lenders,
and such instructions shall be binding; provided, however, that Agent shall not
be required to take any action which exposes Agent to liability or which is
contrary to this Agreement or the Other Documents or applicable law unless Agent
is furnished with an indemnification reasonably satisfactory to Agent with
respect thereto.

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      14.2. Nature of Duties. Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement and the Other Documents.
Neither Agent nor any of its officers, directors, employees or agents shall be
(i) liable for any action taken or omitted by them as such hereunder or in
connection herewith, unless caused by their gross (not mere) negligence or
willful misconduct, or (ii) responsible in any manner for any recitals,
statements, representations or warranties made by any Borrower or any officer
thereof contained in this Agreement, or in any of the Other Documents or in any
certificate, report, statement or other document referred to or provided for in,
or received by Agent under or in connection with, this Agreement or any of the
Other Documents or for the value, validity, effectiveness, genuineness, due
execution, enforceability or sufficiency of this Agreement, or any of the Other
Documents or for any failure of any Borrower to perform its obligations
hereunder. Agent shall not be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any of the Other Documents, or
to inspect the properties, books or records of any Borrower. The duties of Agent
as respects the Advances to Borrowers shall be mechanical and administrative in
nature; Agent shall not have by reason of this Agreement a fiduciary
relationship in respect of any Lender; and nothing in this Agreement, expressed
or implied, is intended to or shall be so construed as to impose upon Agent any
obligations in respect of this Agreement except as expressly set forth herein.

      14.3. Lack of Reliance on Agent and Resignation. Independently and without
reliance upon Agent or any other Lender, each Lender has made and shall continue
to make (i) its own independent investigation of the financial condition and
affairs of each Borrower in connection with the making and the continuance of
the Advances hereunder and the taking or not taking of any action in connection
herewith, and (ii) its own appraisal of the creditworthiness of each Borrower.
Agent shall have no duty or responsibility, either initially or on a continuing
basis, to provide any Lender with any credit or other information with respect
thereto, whether coming into its possession before making of the Advances or at
any time or times thereafter except as shall be provided by any Borrower
pursuant to the terms hereof. Agent shall not be responsible to any Lender for
any recitals, statements, information, representations or warranties herein or
in any agreement, document, certificate or a statement delivered in connection
with or for the execution, effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency of this Agreement or any Other Document, or of the
financial condition of any Borrower, or be required to make any inquiry
concerning either the performance or observance of any of the terms, provisions
or conditions of this Agreement, the Note, the Other Documents or the financial
condition of any Borrower, or the existence of any Event of Default or any
Default.

      Agent may resign on sixty (60) days' written notice to each of Lenders and
Borrowing Agent and upon such resignation, the Required Lenders (and prior to
the occurrence and continuance of an Event of Default, with Borrowers' consent,
which consent will not be unreasonably withheld, delayed or conditioned), will
promptly designate a successor Agent reasonably satisfactory to Borrowers.

      Any such successor Agent shall succeed to the rights, powers and duties of
Agent, and the term "Agent" shall mean such successor agent effective upon its
appointment, and the former Agent's rights, powers and duties as Agent shall be
terminated, without any other or further act or deed on the part of such former
Agent. After any Agent's resignation as Agent, the provisions of this Article
XIV shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Agent under this Agreement.

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      14.4. Certain Rights of Agent. If Agent shall request instructions from
Lenders with respect to any act or action (including failure to act) in
connection with this Agreement or any Other Document, Agent shall be entitled to
refrain from such act or taking such action unless and until Agent shall have
received instructions from the Required Lenders; and Agent shall not incur
liability to any Person by reason of so refraining. Without limiting the
foregoing, Lenders shall not have any right of action whatsoever against Agent
as a result of its acting or refraining from acting hereunder in accordance with
the instructions of the Required Lenders.

      14.5. Reliance. Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, statement,
certificate, telex, teletype or telecopier message, cablegram, order or other
document or telephone message believed by it to be genuine and correct and to
have been signed, sent or made by the proper person or entity, and, with respect
to all legal matters pertaining to this Agreement and the Other Documents and
its duties hereunder, upon advice of counsel selected by it. Agent may employ
agents and attorneys-in-fact and shall not be liable for the default or
misconduct of any such agents or attorneys-in-fact selected by Agent with
reasonable care.

      14.6. Notice of Default. Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder or under
the Other Documents, unless Agent has received notice from a Lender or a
Borrower referring to this Agreement or the Other Documents, describing such
Default or Event of Default and stating that such notice is a "notice of
default". In the event that Agent receives such a notice, Agent shall give
notice thereof to Lenders. Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required
Lenders; provided, that, unless and until Agent shall have received such
directions, Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of Lenders.

      14.7. Indemnification. To the extent Agent is not reimbursed and
indemnified by Borrowers, each Lender will reimburse and indemnify Agent in
proportion to its respective portion of the Advances (or, if no Advances are
outstanding, according to its Commitment Percentage), from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against Agent in performing its
duties hereunder, or in any way relating to or arising out of this Agreement or
any Other Document; provided that, Lenders shall not be liable for any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from Agent's gross
(not mere) negligence or willful misconduct.

      14.8. Agent in its Individual Capacity. With respect to the obligation of
Agent to lend under this Agreement, the Advances made by it shall have the same
rights and powers hereunder as any other Lender and as if it were not performing
the duties as Agent specified herein; and the term "Lender" or any similar term
shall, unless the context clearly otherwise indicates, include Agent in its
individual capacity as a Lender. Agent may engage in business with any Borrower
as if it were not performing the duties specified herein, and may accept fees
and other consideration from any Borrower for services in connection with this
Agreement or otherwise without having to account for the same to Lenders.

      14.9. Delivery of Documents. To the extent Agent receives financial
statements required

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under Sections 9.6, 9.7, and 9.8 from any Borrower pursuant to the terms of this
Agreement, Agent will promptly furnish such documents and information to
Lenders.

      14.10. Borrowers' Undertaking to Agent. Without prejudice to their
respective obligations to Lenders under the other provisions of this Agreement,
each Borrower hereby undertakes with Agent to pay to Agent from time to time on
demand all amounts from time to time due and payable by it for the account of
Agent or Lenders or any of them pursuant to this Agreement to the extent not
already paid. Any payment made pursuant to any such demand shall pro tanto
satisfy the relevant Borrower's obligations to make payments for the account of
Lenders or the relevant one or more of them pursuant to this Agreement.

      14.11. Miscellaneous.

            (a) Agent shall administer this Agreement and the Other Documents
and service the Obligations with the same degree of care as Agent would use in
servicing a loan of similar size and type held for its own account.

            (b) Agent and Lenders have agreed that Agent shall administer the
Advances and maintain records in connection with Advances in accordance with
this Agreement and that the relationship between Agent and Lenders with respect
to Advances shall be only as provided in this Agreement.

            (c) Agent shall hold in its possession, at its offices at, or at
such other location as Agent shall designate in writing, the originals of this
Agreement and the Other Documents (except for the Notes), for the benefit of
itself and Lenders. Agent shall keep and maintain complete and accurate files
and records of all matters pertaining to the Advances. Upon reasonable prior
notice to Agent, the files and records shall be made available to any Lender and
its representatives and agents for inspection and copying during normal business
hours.

            (d) Except as otherwise expressly provided for in this Agreement,
Agent shall have the right, in its sole discretion, in each instance: (i)
receive, review and process all documents, certificates, opinions, insurance
policies, reports, requisitions and other materials of every nature and
description submitted by, or on behalf of, Borrowers or any other party, and
distribute same for review by Lenders; (ii) fund the Advances in accordance with
the provisions of this Agreement and the Other Documents; (iii) receive all
payments of principal, interest, fees and other charges paid by, or on behalf
of, Borrowers and distribute such funds to Lenders as specifically required in
this Agreement; (iv) enforce all of the rights, remedies and privileges afforded
or available to Lenders under the terms of this Agreement and the Other
Documents, any opinion, certificates, warranties, representations or insurance
policies furnished by or on behalf of Borrowers or any other party (but only
after election to declare an Event of Default or Default and/or to accelerate
the Obligations as provided in this Agreement); and (v) do or refrain from doing
all such other acts as may be reasonably necessary or incident to the
implementation, administration or servicing of the Advances and the enforcement
of the rights and remedies of Lenders.

            (e) In no event shall Agent be required to take any action which
exposes the directors, officers, agents or employees of Agent to personal
liability or which is contrary to this Agreement or the Other Documents or
applicable law. In acting hereunder as Agent (including, without limitation, the
taking and holding of the Collateral), Agent shall be acting for the account of
and as agent for all Lenders, to the extent of their respective pro rata shares
in the Advances.

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            (f) In the event that all or any portion of the Collateral is
acquired by Agent as the result of a foreclosure or the acceptance of a deed or
assignment in lieu of foreclosure, or is retained in satisfaction of all or any
part of Borrowers' Obligations, title to any such Collateral or any portion
thereof shall be held in the name of Agent or a nominee or subsidiary of Agent
(which in any case is authorized to do business in the state in which such
Collateral is located), in any case as agent, for the ratable benefit of Agent
and Lenders. Agent shall manage, operate, repair, administer, complete,
construct, restore or otherwise deal with the Collateral acquired and administer
all transactions relating thereto in its reasonable business judgment,
including, without limitation, if Agent so determines, employing a management
agent and other agents, contractors and employees, including agents for the same
of such Collateral, and the collecting of rents and other sums from such
Collateral and paying the expense of such Collateral. Upon demand therefor by
Agent from time to time, each Lender will contribute its pro rata share of all
costs and expenses incurred by Agent in connection with the construction,
operation, management, maintenance, leasing and sale of such Collateral. In
addition, Agent shall render or cause to be rendered by Agent, to each Lender,
monthly, an income and expense statement for such Collateral, and each Lender
shall promptly contribute its pro rata share of any operating loss for such
Collateral, and such other expenses and operating reserves as Agent shall deem
reasonably necessary. Lenders acknowledge that if title to any Collateral is
obtained by Agent or its nominee, such Collateral will not be held as a
permanent investment but will be liquidated as soon as practicable. Agent shall
undertake to sell such Collateral, at such price and upon such terms and
conditions as the Required Lenders shall reasonably determine to be most
advantageous.

XV. BORROWING AGENCY.

      15.1. Borrowing Agency Provisions.

            (a) Each Borrower hereby irrevocably designates Borrowing Agent to
be its attorney and agent and in such capacity to borrow, sign and endorse
notes, and execute and deliver all instruments, documents, writings and further
assurances now or hereafter required hereunder, on behalf of such Borrower or
Borrowers, and hereby authorizes Agent to pay over or credit all loan proceeds
hereunder in accordance with the request of Borrowing Agent.

            (b) The handling of this credit facility as a co-borrowing facility
with a borrowing agent in the manner set forth in this Agreement is solely as an
accommodation to Borrowers and at their request. Neither Agent nor any Lender
shall incur liability to Borrowers as a result thereof. To induce Agent and
Lenders to do so and in consideration thereof, each Borrower hereby indemnifies
Agent and each Lender and holds Agent and each Lender harmless from and against
any and all liabilities, expenses, losses, damages and claims of damage or
injury asserted against Agent or any Lender by any Person arising from or
incurred by reason of the handling of the financing arrangements of Borrowers as
provided herein, reliance by Agent or any Lender on any request or instruction
from Borrowing Agent or any other action taken by Agent or any Lender with
respect to this Section 15.1 except due to willful misconduct or gross (not
mere) negligence by the indemnified party.

            (c) All Obligations of Borrowers shall be joint and several, and
each Borrower shall make payment upon the maturity of the Obligations by
acceleration or otherwise, and such obligation and liability on the part of each
Borrower shall in no way be affected by any extensions, renewals and forbearance
granted to Agent or any Lender to any Borrower, failure of Agent or any

                                       65

Lender to give any Borrower notice of borrowing or any other notice, any failure
of Agent or any Lender to pursue or preserve its rights against any Borrower,
the release by Agent or any Lender of any Collateral now or thereafter acquired
from any Borrower, and such agreement by each Borrower to pay upon any notice
issued pursuant thereto is unconditional and unaffected by prior recourse by
Agent or any Lender to the other Borrowers or any Collateral for such Borrower's
Obligations or the lack thereof.

      15.2. Waiver of Subrogation. Each Borrower expressly waives any and all
rights of subrogation, reimbursement, indemnity, exoneration, contribution of
any other claim which such Borrower may now or hereafter have against the other
Borrowers or other Person directly or contingently liable for the Obligations
hereunder, or against or with respect to the other Borrowers' property
(including, without limitation, any property which is Collateral for the
Obligations), arising from the existence or performance of this Agreement, until
termination of this Agreement and repayment in full of the Obligations.

XVI. MISCELLANEOUS.

      16.1. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania. Any judicial
proceeding brought by or against any Borrower with respect to any of the
Obligations, this Agreement or any related agreement may be brought in any court
of competent jurisdiction in the Commonwealth of Pennsylvania, United States of
America, and, by execution and delivery of this Agreement, each Borrower accepts
for itself and in connection with its properties, generally and unconditionally,
the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees
to be bound by any judgment rendered thereby in connection with this Agreement.
Each Borrower hereby waives personal service of any and all process upon it and
consents that all such service of process may be made by registered mail (return
receipt requested) directed to Borrowing Agent at its address set forth in
Section 16.6 and service so made shall be deemed completed five (5) days after
the same shall have been so deposited in the mails of the United States of
America, or, at the Agent's and/or any Lender's option, by service upon
Borrowing Agent which each Borrower irrevocably appoints as such Borrower's
Agent for the purpose of accepting service within the Commonwealth of
Pennsylvania. Nothing herein shall affect the right to serve process in any
manner permitted by law or shall limit the right of Agent or any Lender to bring
proceedings against any Borrower in the courts of any other jurisdiction. Each
Borrower waives any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. Any judicial proceeding by any
Borrower against Agent or any Lender involving, directly or indirectly, any
matter or claim in any way arising out of, related to or connected with this
Agreement or any related agreement, shall be brought only in a federal or state
court located in the County of Philadelphia, Commonwealth of Pennsylvania .

      16.2. Entire Understanding. (a) This Agreement and the documents executed
concurrently herewith contain the entire understanding between each Borrower,
Agent and each Lender and supersedes all prior agreements and understandings, if
any, relating to the subject matter hereof. Any promises, representations,
warranties or guarantees not herein contained and hereinafter made shall have no
force and effect unless in writing, signed by each Borrower's, Agent's and each
Lender's respective officers. Neither this Agreement nor any portion or
provisions hereof may be changed, modified, amended, waived, supplemented,
discharged, cancelled or terminated orally or by any course of dealing, or in
any manner other than by an agreement in writing, signed by the party to be
charged. Each Borrower acknowledges that it has been advised by counsel in

                                       66

connection with the execution of this Agreement and Other Documents and is not
relying upon oral representations or statements inconsistent with the terms and
provisions of this Agreement.

            (b) The Required Lenders, Agent with the consent in writing of the
Required Lenders, and Borrowers may, subject to the provisions of this Section
16.2 (b), from time to time enter into written supplemental agreements to this
Agreement or the Other Documents executed by Borrowers, for the purpose of
adding or deleting any provisions or otherwise changing, varying or waiving in
any manner the rights of Lenders, Agent or Borrowers thereunder or the
conditions, provisions or terms thereof of waiving any Event of Default
thereunder, but only to the extent specified in such written agreements;
provided, however, that no such supplemental agreement shall, without the
consent of all Lenders:

                  (i) increase the Commitment Percentage or maximum dollar
commitment of any Lender.

                  (ii) extend the maturity of any Note or the due date for any
amount payable hereunder, or decrease the rate of interest or reduce any fee
payable by Borrowers to Lenders pursuant to this Agreement.

                  (iii) alter the definition of the term Required Lenders or
alter, amend or modify this Section 16.2(b).

                  (iv) release any Collateral during any calendar year (other
than in accordance with the provisions of this Agreement) having an aggregate
value in excess of $1,000,000.

                  (v) change the rights and duties of Agent.

                  (vi) permit any Revolving Advance to be made if after giving
effect thereto the total of Revolving Advances outstanding hereunder would
exceed the Formula Amount for more than thirty (30) consecutive Business Days or
exceed 105% of the Formula Amount.

                  (vii) increase the Advance Rates above the Advance Rates in
effect on the Closing Date.

Any such supplemental agreement shall apply equally to each Lender and shall be
binding upon Borrowers, Lenders and Agent and all future holders of the
Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be
restored to their former positions and rights, and any Event of Default waived
shall be deemed to be cured and not continuing, but no waiver of a specific
Event of Default shall extend to any subsequent Event of Default (whether or not
the subsequent Event of Default is the same as the Event of Default which was
waived), or impair any right consequent thereon.

      In the event that Agent requests the consent of a Lender pursuant to this
Section 16.2 and such Lender shall not respond or reply to Agent in writing
within ten (10) Business Days of delivery of such request, such Lender shall be
deemed to have consented to matter that was the subject of the request. In the
event that Agent requests the consent of a Lender pursuant to this Section 16.2
and such consent is denied, then PNC may, at its option, require such Lender to
assign its interest in the Advances to PNC or to another Lender or to any other
Person designated by the Agent (the

                                       67

"Designated Lender"), for a price equal to the then outstanding principal amount
thereof plus accrued and unpaid interest and fees due such Lender, which
interest and fees shall be paid when collected from Borrowers. In the event PNC
elects to require any Lender to assign its interest to PNC or to the Designated
Lender, PNC will so notify such Lender in writing within forty five (45) days
following such Lender's denial, and such Lender will assign its interest to PNC
or the Designated Lender no later than five (5) days following receipt of such
notice pursuant to a Commitment Transfer Supplement executed by such Lender, PNC
or the Designated Lender, as appropriate, and Agent.

      Notwithstanding the foregoing, Agent may at its discretion and without the
consent of the Required Lenders, voluntarily permit the outstanding Revolving
Advances at any time to exceed the Formula Amount by up to the lesser of 105% of
the Formula Amount or $1,000,000 for up to thirty (30) consecutive Business
Days. For purposes of the preceding sentence, the discretion granted to Agent
hereunder shall not preclude involuntary overadvances that may result from time
to time due to the fact that the Formula Amount was unintentionally exceeded for
any reason, including, but not limited to, Collateral previously deemed to be
"Eligible Receivables" becomes ineligible, collections of Receivables applied to
reduce outstanding Revolving Advances are thereafter returned for insufficient
funds or overadvances are made to protect or preserve the Collateral. In the
event Agent involuntarily permits the outstanding Revolving Advances to exceed
the Formula Amount by more than 10%, Agent shall decrease such excess in as
expeditious a manner as is practicable under the circumstances and not
inconsistent with the reason for such excess. Revolving Advances made after
Agent has determined the existence of involuntary overadvances shall be deemed
to be involuntary overadvances and shall be decreased in accordance with the
preceding sentence. Nothing herein shall be deemed to restrict the ability of
Revolving Advances to be deemed to be made pursuant to the second sentence of
Section 2.2.

      16.3. Successors and Assigns; Participations; New Lenders.

            (a) This Agreement shall be binding upon and inure to the benefit of
Borrowers, Agent, each Lender, all future holders of the Obligations and their
respective successors and assigns, except that no Borrower may assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of Agent and each Lender.

            (b) Each Borrower acknowledges that in the regular course of
commercial banking business one or more Lenders may at any time and from time to
time sell participating interests in the Advances to other financial
institutions (each such transferee or purchaser of a participating interest, a
"Transferee"); provided however (i) all amounts payable by Borrowers to each
Lender shall be determined as if such Lender had not granted such participation
and (ii) any agreement pursuant to which any Lender may grant a participation:
(A) shall provide that such Lender shall retain the sole right and
responsibility to enforce the obligations of Borrowers hereunder including
without the right to approve to any modification, amendment or waiver of any
provisions of this Agreement and (B) such participation may provide that such
Lender will not agree to any amendment, modification or waiver of this Agreement
without the consent of the Transferee if such amendment, modification or waiver
would reduce the principal of or rate of interest on the Obligations, increase
the amount of the Maximum Loan Amount, postpone the date fixed for any scheduled
payment of principal of or interest on the Obligations, or release any
Collateral hereunder. Each Transferee may exercise all rights of payment
(including without limitation rights of set-off) with respect to the portion of
such Advances held by it or other Obligations payable hereunder as fully as if
such Transferee were the direct holder thereof provided that Borrowers shall not
be

                                       68

required to pay to any Transferee more than the amount which it would have been
required to pay to Lender which granted an interest in its Advances or other
Obligations payable hereunder to such Transferee had such Lender retained such
interest in the Advances hereunder or other Obligations payable hereunder and in
no event shall Borrowers be required to pay any such amount arising from the
same circumstances and with respect to the same Advances or other Obligations
payable hereunder to both such Lender and such Transferee. Each Borrower hereby
grants to any Transferee a continuing security interest in any deposits, moneys
or other property actually or constructively held by such Transferee as security
for the Transferee's interest in the Advances.

            (c) Any Lender may with the consent of Agent (and prior to the
occurrence of an Event of Default or Default, Borrowing Agent) which shall not
be unreasonably withheld or delayed sell, assign or transfer all or any part of
its rights under this Agreement and the Other Documents to one or more
additional banks or financial institutions and one or more additional banks or
financial institutions may commit to make Advances hereunder (each a "Purchasing
Lender"), in minimum amounts of not less than $5,000,000, pursuant to a
commitment transfer supplement, executed by a Purchasing Lender, the transferor
Lender, and Agent and delivered to Agent for recording. Upon such execution,
delivery, acceptance and recording, from and after the transfer effective date
determined pursuant to such commitment transfer supplement, (i) Purchasing
Lender thereunder shall be a party hereto and, to the extent provided in such
commitment transfer supplement, have the rights and obligations of a Lender
thereunder with a Commitment Percentage as set forth therein, and (ii) the
transferor Lender thereunder shall, to the extent provided in such commitment
transfer supplement, be released from its obligations under this Agreement, the
commitment transfer supplement creating a novation for that purpose. Such
commitment transfer supplement shall be deemed to amend this Agreement to the
extent, and only to the extent, necessary to reflect the addition of such
Purchasing Lender and the resulting adjustment of the Commitment Percentages
arising from the purchase by such Purchasing Lender of all or a portion of the
rights and obligations of such transferor Lender under this Agreement and the
Other Documents. Borrowers hereby consent to the addition of such Purchasing
Lender and the resulting adjustment of the Commitment Percentages arising from
the purchase by such Purchasing Lender of all or a portion of the rights and
obligations of such transferor Lender under this Agreement and the Other
Documents. Borrowers shall execute and deliver such further documents and do
such further acts and things in order to effectuate the foregoing.

            (d) Agent shall maintain at its address a copy of each commitment
transfer supplement delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Advances owing to each Lender from
time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and Borrowers, Agent and Lenders may treat each Person whose
name is recorded in the Register as the owner of the Advance recorded therein
for the purposes of this Agreement. The Register shall be available for
inspection by Borrowers or any Lender at any reasonable time and from time to
time upon reasonable prior notice. Agent shall receive a fee in the amount of
$3,500 payable by the applicable Purchasing Lender upon the effective date of
each transfer or assignment to such Purchasing Lender.

            (e) Each Borrower authorizes each Lender to disclose to any
Transferee or Purchasing Lender and any prospective Transferee or Purchasing
Lender any and all financial information in such Lender's possession concerning
such Borrower which has been delivered to such Lender by or on behalf of such
Borrower pursuant to this Agreement or in connection with such Lender's credit
evaluation of such Borrower, subject to a confidentiality arrangement between
such Lender and prospective Transferee.

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      16.4. Application of Payments. Agent shall have the continuing and
exclusive right to apply or reverse and re-apply any payment and any and all
proceeds of Collateral to any portion of the Obligations. To the extent that any
Borrower makes a payment or Agent or any Lender receives any payment or proceeds
of the Collateral for any Borrower's benefit, which are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee, debtor in possession, receiver, custodian or any other
party under any bankruptcy law, common law or equitable cause, then, to such
extent, the Obligations or part thereof intended to be satisfied shall be
revived and continue as if such payment or proceeds had not been received by
Agent or such Lender.

      16.5. Indemnity. Each Borrower shall indemnify Agent, each Lender and each
of their respective officers, directors, Affiliates, employees and agents from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses and disbursements of any kind or
nature whatsoever (including, without limitation, fees and disbursements of
counsel) which may be imposed on, incurred by, or asserted against Agent or any
Lender in any litigation, proceeding or investigation instituted or conducted by
any governmental agency or instrumentality or any other Person with respect to
any aspect of, or any transaction contemplated by, or referred to in, or any
matter related to, this Agreement or the Other Documents, whether or not Agent
or any Lender is a party thereto, except to the extent that any of the foregoing
arises out of the willful misconduct of the party being indemnified.

      16.6. Notice. Any notice or request hereunder may be given to any Borrower
or to Agent or any Lender at their respective addresses set forth below or at
such other address as may hereafter be specified in a notice designated as a
notice of change of address under this Section. Any notice or request hereunder
shall be given by (a) hand delivery, (b) overnight courier, (c) registered or
certified mail, return receipt requested, or (d) telecopy to the number set out
below (or such other number as may hereafter be specified in a notice designated
as a notice of change of address) with electronic confirmation of its receipt.
Any notice or other communication required or permitted pursuant to this
Agreement shall be deemed given (a) when personally delivered to any officer of
the party to whom it is addressed, (b) on the earlier of actual receipt thereof
or three (3) days following posting thereof by certified or registered mail,
postage prepaid, or (c) upon actual receipt thereof when sent by a recognized
overnight delivery service or (d) upon actual receipt thereof when sent by
telecopier to the number set forth below with electronic confirmation of its
receipt, in each case addressed to each party at its address set forth below or
at such other address as has been furnished in writing by a party to the other
by like notice:

      (A)   If to Agent or           PNC Bank, National Association
            PNC at:                  1600 Market Street
                                     Philadelphia, PA 19103
                                     Attention:  Craig T. Sheetz, Vice President
                                     Telephone:  215-585-5231
                                     Telecopier: 215-585-4771

            with a copy to:          Blank Rome Comisky & McCauley LLP
                                     One Logan Square
                                     Philadelphia, PA 19103
                                     Attention: Lawrence F. Flick, II, Esquire
                                     Telephone: (215) 569-5556

                                       70

                                 Telecopier: (215) 569-5522

      (B)   If to a Lender other than Agent, as specified on the signature pages
            hereof

      (C)   If to Borrowing Agent
            or any Borrower, at:     Bentley Systems, Incorporated
                                     685 Stockton Drive
                                     Exton, PA 19341
                                     Attention:  Chief Financial Officer
                                     Telephone:  (610) 458-5000
                                     Telecopier: (610) 458-1060

            with a copy to:          Bentley Systems, Incorporated
                                     685 Stockton Drive
                                     Exton, PA 19341
                                     Attention:  General Counsel
                                     Telephone:  (610) 458-5000
                                     Telecopier: (610) 458-1060

            with a copy to:          Drinker Biddle & Reath, LLP
                                     One Logan Square
                                     Philadelphia, PA 19103
                                     Attention:  Samuel Mason, Esquire
                                     Telephone:  (215) 988-2642
                                     Telecopier: (215) 988-2757

      16.7. Survival. The obligations of Borrowers under Sections 3.9, 4.19(h),
14.7 and 16.5 shall survive termination of this Agreement and the Other
Documents and payment in full of the Obligations.

      16.8. Severability. If any part of this Agreement is contrary to,
prohibited by, or deemed invalid under applicable laws or regulations, such
provision shall be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given effect so far as possible.

      16.9. Expenses. All costs and expenses including, without limitation,
reasonable attorneys' fees (including the allocated costs of in-house counsel)
and disbursements incurred by Agent and Agent on behalf of Lenders and Lenders,
(a) in all efforts made to enforce payment of any Obligation or effect
collection of any Collateral, or (b) in connection with the entering into,
modification, amendment, administration and enforcement of this Agreement or any
consents or waivers hereunder and all related agreements, documents and
instruments, or (c) in instituting, maintaining, preserving, enforcing and
foreclosing on Agent's security interest in or Lien on any of the Collateral,
whether through judicial proceedings or otherwise, or (d) in defending or
prosecuting any actions or proceedings arising out of or relating to Agent's or
any Lender's transactions with any Borrower, or (e) in connection with any
advice given to Agent or any Lender with respect to its rights and obligations
under this Agreement and all related agreements, may be charged to Borrowers'
Account and shall be part of the Obligations.

         16.10. Injunctive Relief. Each Borrower recognizes that, in the event
any Borrower fails to

                                       71

perform, observe or discharge any of its obligations or liabilities under this
Agreement, any remedy at law may prove to be inadequate relief to Lenders;
therefore, Agent, if Agent so requests, shall be entitled to temporary and
permanent injunctive relief in any such case without the necessity of proving
that actual damages are not an adequate remedy.

      16.11. Consequential Damages. Neither Agent nor any Lender, nor any agent
or attorney for any of them, shall be liable to any Borrower for consequential
damages arising from any breach of contract, tort or other wrong relating to the
establishment, administration or collection of the Obligations.

      16.12. Captions. The captions at various places in this Agreement are
intended for convenience only and do not constitute and shall not be interpreted
as part of this Agreement.

      16.13. Counterparts; Telecopied Signatures. This Agreement may be executed
in any number of and by different parties hereto on separate counterparts, all
of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute one and the same agreement. Any signature
delivered by a party by facsimile transmission shall be deemed to be an original
signature hereto.

      16.14. Construction. The parties acknowledge that each party and its
counsel have reviewed this Agreement and that the normal rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or any amendments,
schedules or exhibits thereto.

      16.15. Confidentiality; Sharing Information. (a) Agent, each Lender and
each Transferee shall hold all non-public information obtained by Agent, such
Lender or such Transferee pursuant to the requirements of this Agreement in
accordance with Agent's, such Lender's and such Transferee's customary and
reasonable procedures for handling confidential information who need to know
such information in connection with this Agreement of this nature; provided,
however, Agent, each Lender and each Transferee may disclose such confidential
information (a) to its examiners, affiliates, outside auditors, counsel and
other professional advisors, (b) to Agent, any Lender or to any prospective
Transferees and Purchasing Lenders, and (c) as required or requested by any
Governmental Body or representative thereof or pursuant to legal process;
provided, further that (i) unless specifically prohibited by applicable law or
court order, Agent, each Lender and each Transferee shall use its best efforts
prior to disclosure thereof, to notify the applicable Borrower of the applicable
request for disclosure of such non-public information (A) by a Governmental Body
or representative thereof (other than any such request in connection with an
examination of the financial condition of a Lender or a Transferee by such
Governmental Body) or (B) pursuant to legal process and (ii) in no event shall
Agent, any Lender or any Transferee be obligated to return any materials
furnished by any Borrower other than those documents and instruments in
possession of Agent or any Lender in order to perfect its Lien on the Collateral
once the Obligations have been paid in full and this Agreement has been
terminated.

            (b) Each Borrower acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to
such Borrower or one or more of its Affiliates (in connection with this
Agreement or otherwise) by any Lender or by one or more Subsidiaries or
Affiliates of such Lender and each Borrower hereby authorizes each Lender to
share any information delivered to such Lender by such Borrower and its
Subsidiaries pursuant to this Agreement, or in connection with the decision of
such Lender to enter into this Agreement, to any

                                       72

such Subsidiary or Affiliate of such Lender, it being understood that any such
Subsidiary or Affiliate of any Lender receiving such information shall be bound
by the provision of Section 16.15 as if it were a Lender hereunder. Such
authorization shall survive the repayment of the other Obligations and the
termination of the Loan Agreement.

      16.16. Publicity. Each Borrower and each Lender hereby authorizes Agent to
make appropriate announcements of the financial arrangement entered into among
Borrowers, Agent and Lenders, including, without limitation, announcements which
are commonly known as tombstones, in such publications and to such selected
parties as Agent shall in its sole and absolute discretion deem appropriate.

                          SIGNATURES ON FOLLOWING PAGE

                                       73

      IN WITNESS WHEREOF, each of the parties has signed this Agreement as of
the day and year first above written.

BORROWERS:                                      BENTLEY SYSTEMS, INCORPORATED

                                                By:    /s/ David Nation
                                                       -------------------------
                                                Name:  David Nation
                                                       -------------------------
                                                Title: Senior Vice President
                                                       -------------------------

                                                BENTLEY SOFTWARE, INC.

                                                By:    /s/ David Nation
                                                       -------------------------
                                                Name:  David Nation
                                                       -------------------------
                                                Title: Vice President
                                                       -------------------------

                                                ATLANTECH SOLUTIONS, INC.

                                                By:    /s/ David Nation
                                                       -------------------------
                                                Name:  David Nation
                                                       -------------------------
                                                Title: Vice President
                                                       -------------------------

AGENT:                                          PNC BANK, NATIONAL ASSOCIATION

                                                By:    /s/  Thomas A. Gutman
                                                       -------------------------
                                                Name:  Thomas A. Gutman
                                                       -------------------------
                                                Title: Vice President
                                                       -------------------------

                     SIGNATURES CONTINUE ON FOLLOWING PAGE

                                       74

LENDERS:                        PNC BANK, NATIONAL ASSOCIATION

                                By:    /s/ Thomas A. Gutman
                                       -----------------------------------------
                                Name:  Thomas A. Gutman
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------

                                Address:   PNC Bank, National Association
                                           1600 Market Street
                                           Philadelphia, PA 19103
                                Attn:      Craig T. Scheetz, Vice President
                                Facsimile: 215-585-4771

                                Commitment Percentage 53.125%

                                CITICORP USA, INC.

                                By:    /s/ Juan Carlos Lorenzo
                                       -----------------------------------------
                                Name:  Juan Carlos Lorenzo
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------

                                Address:   153 East 53rd Street
                                           25th Floor, Zone 5
                                           New York, NY 10043
                                Attn:      Juan Carlos Lorenzo, Vice President
                                Facsimile: 212-527-9106

                                Commitment Percentage 46.875%

                                       75

                         List of Exhibits and Schedules

                  
                                    Exhibits

Exhibit 2.1(a)       Revolving Credit Note
Exhibit A            Borrowing Base Certificate
Exhibit B            Acquisition Conditions

                                    Schedules

Schedule A           Original Owners
Schedule 1.2         Permitted Encumbrances
Schedule 4.5         Equipment and Inventory Locations
Schedule 4.15(c)     Location of Executive Offices
Schedule 4.19        Real Property
Schedule 5.2(a)      States of Qualification and Good Standing
Schedule 5.2(b)      Subsidiaries
Schedule 5.4         Federal Tax Identification Number
Schedule 5.6         Prior Names
Schedule 5.8(b)      Litigation & Indebtedness
Schedule 5.8(d)      Plans
Schedule 5.9         Intellectual Property, Source Code Escrow Agreements
Schedule 5.10        Licenses and Permits
Schedule 5.14        Labor Disputes
Schedule 7.3         Guarantees
Schedule 7.4         Investments
Schedule 7.5         Loans to Third Persons

                                       76

                                    EXHIBIT B

                     REVOLVING CREDIT AND SECURITY AGREEMENT

                             Acquisition Conditions

      1. Borrowers must provide to Agent the following at least five (5) days
prior to an acquisition (all documents to be in form and substance satisfactory
to Agent):

            (a)   A certificate from the chief financial officer of Bentley
                  stating that the acquisition will not result in an Event of
                  Default or a Default;

            (b)   Evidence satisfactory to Lender in Lender's sole and absolute
                  discretion that the Future Acquired Company is free of any
                  environmental concerns that would result in a material adverse
                  effect upon such Future Acquired Company's business,
                  operations or financial condition, and an indemnification of
                  Agent and Lenders for any liabilities caused by any
                  environmental liability; and

            (c)   The financial statements of the Future Acquired Company either
                  (i) for the past three (3) fiscal years audited or reviewed by
                  an independent, certified public accountant acceptable to
                  Agent or (ii) accompanied by Borrowers' due diligence report
                  with respect thereto in form and substance satisfactory to
                  Agent.

      2. Borrowers hereby agree to provide to Agent the following within ten
(10) days after completion of an acquisition (all documents to be in form and
substance satisfactory to Agent): a fully executed copy of the acquisition
agreement and other acquisition documents certified to be true and correct by an
authorized officer.

                                       77

                                                                    EXHIBIT 10.2

                               FIRST AMENDMENT TO
                     REVOLVING CREDIT AND SECURITY AGREEMENT

      This First Amendment to Revolving Credit and Security Agreement
("Amendment") is made as of the 4th day of October, 2001 by and among Bentley
Systems, Incorporated, a Delaware corporation ("Bentley"), Bentley Software,
Inc., a Delaware corporation ("Bentley Software"), and Atlantech Solutions,
Inc., a Delaware corporation ("Atlantech") (each an "Borrower" and collectively
"Borrowers"), the financial institutions which are now or which hereafter become
a party hereto (collectively, the "Lenders" and individually a "Lender") and PNC
Bank, National Association ("PNC"), as agent for Lenders (PNC, in such capacity,
the "Agent").

                                   BACKGROUND

      A. Borrowers, Agent and Lenders are parties to a certain Revolving Credit
and Security Agreement dated December 26, 2000 (as modified and amended from
time to time, the "Loan Agreement") pursuant to which Borrowers established
certain financing arrangements with Agent and Lenders. The Loan Agreement and
all instruments, documents and agreements executed in connection therewith or
related thereto are referred to herein collectively as the "Existing Loan
Documents". All capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Loan Agreement.

      B. Borrowers have requested and Lenders have agreed to amend the Agreement
subject to the terms and conditions of this Amendment.

      NOW, THEREFORE, with the foregoing Background incorporated by reference
and made a part hereof and intending to be legally bound, the parties agree as
follows:

      1. Amendment. The Loan Agreement is hereby amended and modified in the
following manner:

            (a) Foreign Non-Product Receivable. The following new definition is
added to Section 1.1 of the Loan Agreement:

            "Foreign Non-Product Receivable" shall mean a Receivable generated
            by a Borrower's rendition of maintenance services, and owing from a
            Customer located outside of the United States and the sale is on
            letter of credit, guaranty, credit insurance or acceptance terms, in
            each case acceptable to Agent in its sole but reasonable discretion.

            (b) Eligible Receivables. The definition of "Eligible Receivables"
contained in Section 1.1 of the Loan Agreement is hereby amended and restated in
its entirety as follows:

            "Eligible Receivables" shall mean and include with respect to each
            Borrower (or in the case of Foreign Product Receivables and Foreign
            Non-Product Receivables, a Subsidiary of a Borrower), each Domestic

                                       1

            Product Receivable, Domestic Non-Product Receivable, Foreign Product
            Receivable, or Foreign Non-Product Receivable of such Borrower or
            Subsidiary, as applicable, arising in the ordinary course of such
            Borrower's business and which Agent, in its sole but reasonable
            credit judgment in good faith, shall deem to be an Eligible
            Receivable, based on such considerations as Agent may from time to
            time deem appropriate. A Receivable shall not be deemed eligible
            unless such Receivable is subject to Agent's first priority
            perfected security interest (except with respect to Foreign Product
            Receivables and Foreign Non-Product Receivables) and no other Lien
            (other than Permitted Encumbrances), and is evidenced by an invoice
            or other documentary evidence satisfactory to Agent. In addition, no
            Receivable shall be an Eligible Receivable if:

                  (a) it arises out of a sale made by any Borrower to an
            Affiliate of any Borrower (except if such Person has executed a no
            offset agreement acceptable to Agent) or to a Person controlled by
            an Affiliate of any Borrower;

                  (b) if a Domestic Product Receivable, it is due or unpaid more
            than 120 days past the original invoice date or 90 days past the due
            date; if a Domestic Non-Product Receivable, it is due or unpaid more
            than 90 days past the original invoice date or 60 days past the due
            date; if a Foreign Product Receivable, it is due or unpaid more than
            the later of 90 days past the original invoice date or 180 days past
            the shipment date; if a Foreign Non-Product Receivable, is due or
            unpaid more than the later of 90 days past the original invoice date
            or 60 days past the due date;

                  (c) 50% or more of the Receivables from such Customer are not
            deemed Eligible Receivables hereunder;

                  (d) any covenant, representation or warranty contained in this
            Agreement with respect to such Receivable has been breached;

                  (e) the Customer shall (i) apply for, suffer, or consent to
            the appointment of, or the taking of possession by, a receiver,
            custodian, trustee or liquidator of itself or of all or a
            substantial part of its property or call a meeting of its creditors,
            (ii) admit in writing its inability, or be generally unable, to pay
            its debts as they become due or cease operations of its present
            business, (iii) make a general assignment for the benefit of
            creditors, (iv) commence a voluntary case under any state or federal
            bankruptcy laws (as now or hereafter in effect), (v) be adjudicated
            a bankrupt or insolvent, (vi) file a petition seeking to take
            advantage of any other law providing for the relief of debtors,
            (vii)

                                       2

            acquiesce to, or fail to have dismissed, any petition which is filed
            against it in any involuntary case under such bankruptcy laws, or
            (viii) take any action for the purpose of effecting any of the
            foregoing;

                  (f) with respect to Domestic Product Receivables, the sale is
            to a Customer that does not have a substantive presence or assets
            within the continental United States of America, unless the sale is
            on letter of credit, guaranty or acceptance terms, in each case
            acceptable to Agent in its sole but reasonable discretion;

                  (g) the sale to the Customer is on a bill-and-hold, guaranteed
            sale, sale-and-return, sale on approval, consignment or any other
            repurchase or return basis or is evidenced by chattel paper;

                  (h) Agent believes, in its sole but reasonable judgment, that
            collection of such Receivable is insecure or that such Receivable
            may not be paid by reason of the Customer's financial inability to
            pay;

                  (i) the Customer is the United States of America, any state or
            any department, agency or instrumentality of any of them, unless
            either (a) the Receivable owing from such Customer is less than
            $10,000 (or such lesser amount as determined by Agent in its sole
            discretion), or (b) the applicable Borrower assigns its right to
            payment of such Receivable to Agent pursuant to the Assignment of
            Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq.
            and 41 U.S.C. Sub-Section 15 et seq.) ("Claims Act") or has
            otherwise complied with other applicable statutes or ordinances;

                  (j) the goods giving rise to such Receivable have not been
            shipped to the Customer or, except with respect to Domestic
            Non-Product Receivables and Foreign Non-Product Receivables, the
            services giving rise to such Receivable have not been performed by
            the applicable Borrower or the Receivable otherwise does not
            represent a final sale;

                  (k) the Receivables of the Customer exceed a credit limit
            determined by Agent, in its sole but reasonable discretion, to the
            extent such Receivable exceeds such limit;

                  (l) the Receivable is subject to any offset, credit or
            deduction outside of the ordinary course of business to the extent
            of such offset, credit or deduction; or subject to a defense,
            dispute, or counterclaim; or the Customer is also a creditor or
            supplier of a Borrower (unless such Customer has executed a no
            offset agreement in form reasonably acceptable to Agent), to the
            extent of the contra; or

                                       3

            the Receivable is contingent in any respect or for any reason;

                  (m) the applicable Borrower has made any agreement with the
            Customer owing the Receivable for any deduction therefrom, except
            for discounts or allowances made in the ordinary course of business
            for prompt payment, all of which discounts or allowances are
            reflected in the calculation of the face value of each respective
            invoice related thereto;

                  (n) any return, rejection or repossession of the merchandise
            has occurred or the rendition of services has been disputed; or

                  (o) such Receivable is not otherwise satisfactory to Agent as
            determined in good faith by Agent in the exercise of its discretion
            in a reasonable manner.

      (c) Foreign Product Receivables. The definition of "Foreign Product
Receivable" contained in Section 1.1 of the Loan Agreement is hereby amended and
restated in its entirety as follows:

            "Foreign Product Receivable" shall mean a Receivable generated by a
            Borrower's or a Subsidiary's sale or license of software or services
            (other than maintenance services) or rendition of consulting or
            training services, and owing from a Customer located outside of the
            United States and the sale is on letter of credit, guaranty, credit
            insurance or acceptance terms, in each case acceptable to Agent in
            its sole but reasonable discretion.

      2. Effectiveness Conditions. This Amendment shall be effective upon the
satisfaction of the following conditions precedent (as determined in Agent's
sole discretion and all documents to be in form and substance satisfactory to
Agent and Agent's counsel):

            (a) Execution by Borrowers and Lenders and delivery to Agent of this
Amendment;

            (b) No Default or Event of Default shall have occurred under the
Existing Loan Documents; and

            (c) Such other documents, instruments and agreements which Agent
requests (in its sole and absolute discretion).

      3. Representations and Warranties. Each Borrower jointly and severally
represents and warrants to Agent and Lenders that:

            (a) All warranties and representations made to Agent and Lenders
under the Existing Loan Documents are true and correct as of the date hereof as
though made on the date

                                       4

hereof.

            (b) The execution and delivery by each Borrower of this Amendment
and the performance by each of them of the transactions herein contemplated (i)
are and will be within each Borrower's powers, (ii) have been authorized by all
necessary action and (iii) are not and will not be in contravention of any law,
any order of any court or other agency of government, or any other indenture,
agreement or undertaking to which any Borrower is a party or by which the
property of any Borrower is bound, or be in conflict with, result in a breach
of, or constitute (with due notice and/or lapse of time) a default under any
such indenture, agreement or undertaking or result in the imposition of any
lien, charge or encumbrance of any nature on any of the properties of any
Borrower.

            (c) This Amendment and any assignment, instrument, document, or
agreement executed and delivered in connection herewith, are the valid and
binding obligations of Borrowers and are enforceable against Borrowers in
accordance with their respective terms.

            (d) No Default or Event of Default has occurred under the Existing
Loan Documents.

      4. Collateral. As security for the timely payment of the Obligations and
satisfaction by Borrowers of all covenants and undertakings contained in the
Existing Loan Documents, each Borrower reconfirms the prior security interest
and a continuing first lien on and upon and to, its Collateral, whether now
owned or hereafter acquired, created or arising and wherever located. Borrowers
each hereby confirm and agree that all security interests and Liens granted to
Agent, for the benefit of Lenders, continue in full force and effect and shall
continue to secure the Obligations. All Collateral remains free and clear of any
Liens other than Permitted Encumbrances. Nothing herein contained is intended to
in any manner impair or limit the validity, priority and extent of Agent's
existing security interest in and Liens upon the Collateral.

      5. Ratification of Existing Loan Documents. Except as expressly set forth
herein, all of the terms and conditions of the Existing Loan Documents are
hereby ratified and confirmed and continue unchanged and in full force and
effect. All references to the Loan Agreement shall mean the Loan Agreement as
modified by this Amendment.

      6. Governing Law. This Amendment shall be governed by, construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania.

      7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and such counterparts together shall constitute one and the same respective
agreement. Signature by facsimile shall bind the parties hereto.

      8. WAIVER OF JURY TRIAL. EACH BORROWERS, AGENT AND LENDERS WAIVE THE RIGHT
TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND
ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS DESCRIBED
HEREIN.

                                       5

      IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.

BORROWERS:                               BENTLEY SYSTEMS, INCORPORATED

                                         By:    /s/ David Nation
                                                --------------------------------
                                         Name:  David Nation
                                                --------------------------------
                                         Title: Senior Vice President
                                                --------------------------------

                                         BENTLEY SOFTWARE, INC.

                                         By:    /s/ David Nation
                                                --------------------------------
                                         Name:  David Nation
                                                --------------------------------
                                         Title: Vice President
                                                --------------------------------

                                         ATLANTECH SOLUTIONS, INC.

                                         By:    /s/ David Nation
                                                --------------------------------
                                         Name:  David Nation
                                                --------------------------------
                                         Title: Vice President
                                                --------------------------------

AGENT:                                   PNC BANK, NATIONAL ASSOCIATION

                                         By:    /s/ Craig T. Sheetz
                                                --------------------------------
                                         Name:  Craig T. Sheetz
                                                --------------------------------
                                         Title: Vice President
                                                --------------------------------

LENDERS:                                 PNC BANK, NATIONAL ASSOCIATION

                                         By:    /s/ Craig T. Sheetz
                                                --------------------------------
                                         Name:  Craig T. Sheetz
                                                --------------------------------
                                         Title: Vice President
                                                --------------------------------

                                         CITICORP USA, INC.

                                         By:    /s/ Andrew J. Preston
                                                --------------------------------
                                         Name:  Andrew J. Preston
                                                --------------------------------
                                         Title: Vice - President
                                                --------------------------------

                                       6

                                                                    Exhibit 10.3

                         SECOND AMENDMENT AND JOINDER TO
                     REVOLVING CREDIT AND SECURITY AGREEMENT

         This Second Amendment and Joinder to Revolving Credit and Security
Agreement ("Amendment") is made as of the 4th day of February, 2002 by and among
Bentley Systems, Incorporated, a Delaware corporation ("Bentley"), Bentley
Software, Inc., a Delaware corporation ("Bentley Software"), and Atlantech
Solutions, Inc., a Delaware corporation ("Atlantech") (each an "Existing
Borrower" and collectively "Existing Borrowers"), GEOPAK Corporation, a Delaware
corporation formerly known as G-P Acquisition Sub, Inc. ("Joining Borrower" and
together with Existing Borrowers, the "Borrowers"), the financial institutions
which are now or which hereafter become a party hereto (collectively, the
"Lenders" and individually a "Lender") and PNC Bank, National Association
("PNC"), as agent for Lenders (PNC, in such capacity, the "Agent").

                                   BACKGROUND

         A. Existing Borrowers, Agent and Lenders are parties to a certain
Revolving Credit and Security Agreement dated December 26, 2000 (as has been and
may hereafter be modified and amended from time to time, the "Loan Agreement")
pursuant to which Existing Borrowers established certain financing arrangements
with Agent and Lenders. The Loan Agreement and all instruments, documents and
agreements executed in connection therewith or related thereto are referred to
herein collectively as the "Existing Loan Documents". All capitalized terms not
otherwise defined herein shall have the meaning ascribed thereto in the Loan
Agreement.

         B. Pursuant to the terms of the Agreement and Plan of Merger dated
September 18, 2001 among Bentley, Joining Borrower, Geopak Corporation, a
Florida corporation ("Old Geopak"), the stockholders of Old Geopak named therein
(the "Acquisition Agreement"), Bentley, the owner of all of the outstanding
capital stock of Joining Borrower, acquired Old Geopak by the merger of Old
Geopak with and into Joining Borrower.

         C. In recognition of the benefits and privileges thereunder, Joining
Borrower and Existing Borrowers have requested that Joining Borrower join into
the Existing Loan Documents as if an original signatory thereto.

         D. Lenders has consented to Joining Borrower joining into the Existing
Loan Documents subject to the terms and conditions of this Amendment.

         NOW, THEREFORE, with the foregoing Background incorporated by reference
and made a part hereof and intending to be legally bound, the parties agree as
follows:

         1. Joinder.

                  (a) Upon the effectiveness of this Amendment, Joining Borrower
joins in as, assumes the obligations and liabilities of, adopts the obligations,
liabilities and role of, and becomes a Borrower under the Existing Loan
Documents. All references to Borrower or Borrowers contained in the Existing
Loan Documents are hereby deemed for all purposes to also refer to and include
Joining

Borrower as a Borrower and Joining Borrower, hereby agrees to comply with all of
the terms and conditions of the Existing Loan Documents as if Joining Borrower
were original signatories thereto.

                  (b) Without limiting the generality of the provisions of
subparagraph (a) above, Joining Borrower is hereby liable, on a joint and
several basis, along with all other Borrowers, for all Obligations, including,
without limitation, all existing and future Advances and all other debts,
liabilities and obligations incurred at any time by any one or more Borrowers
under the Existing Loan Documents, as amended hereby or as may be hereafter
amended, modified, supplemented or replaced.

         2. Effectiveness Conditions. This Amendment shall be effective upon the
satisfaction of the following conditions precedent (as determined in Agent's
sole discretion and all documents to be in form and substance satisfactory to
Agent and Agent's counsel):

                  (a) Execution by Borrowers, Lenders and delivery to Agent of
this Amendment;

                  (b) Execution by Borrowers and delivery to Agent of amended
and restated Revolving Credit Notes in favor of each Lender (collectively, the
"Notes");

                  (c) Delivery of updated Schedules to the Loan Agreement
("Updated Schedules");

                  (d) Delivery of UCC-1 financing statements naming Joining
Borrower as debtor and filed in all jurisdictions which Agent may deem
appropriate;

                  (f) Delivery of certified copies of (i) resolutions of Joining
Borrower's board of directors authorizing the execution of this Amendment, the
Notes and all of the instruments, documents and agreements related hereto, and
(ii) Joining Borrower's bylaws and certificate of organization;

                  (g) Delivery of incumbency certificates for Joining Borrower
identifying all authorized officers and specimen signatures;

                  (h) Delivery of the executed legal opinions of Drinker Biddle
& Reath LLP which shall cover such matters incident to the transactions
contemplated by this Amendment, the Notes, the Acquisition Agreement and related
agreements as Agent may reasonably require;

                  (i) Delivery of good standing certificates for Joining
Borrower dated not more than thirty (30) days prior to the date of this
Amendment, issued by the Secretary of State or other appropriate official of
Joining Borrower's jurisdiction of incorporation or formation and each
jurisdiction where the conduct of Joining Borrower's business activities or the
ownership of its properties necessitates qualification;

                  (j) Delivery of Uniform Commercial Code financing statement,
judgment and state and federal tax lien searches against Joining Borrower
showing no Liens on any of the Collateral;

                  (k) No Default or Event of Default shall have occurred under
the Existing Loan Documents;

                                      -2-

                  (l) Delivery of final executed copies of the Acquisition
Agreement and all related agreements, documents and instruments;

                  (m) Delivery of certified copies of Joining Borrower's
casualty insurance policies, together with loss payable endorsements on Agent's
standard form of lender's loss payee endorsement naming Agent as lender's loss
payee, and certified copies of Joining Borrower's liability insurance policies,
together with endorsements naming Agent as an additional insured (each in form
and substance satisfactory to Agent);

                  (n) Since September 30, 2001, there shall not have occurred
any event, condition or state of facts which could reasonably be expected to
have a Material Adverse Effect and no representations made or information
supplied to Agent shall have been proven to be inaccurate or misleading in any
material respect;

                  (o) Delivery of an updated Schedule I to the Collateral Pledge
Agreement from Bentley to Agent along with all original capital stock
certificates of Joining Borrower and stock powers for such capital stock duly
endorsed in blank; and

                  (p) Such other documents, instruments and agreements which
Agent requests (in its sole and absolute discretion).

         3. Representations and Warranties. Each Borrower jointly and severally
represents and warrants to Agent and Lenders that:

                  (a) All warranties and representations made to Agent and
Lenders under the Existing Loan Documents are true and correct as of the date
hereof as though made on the date hereof.

                  (b) The execution and delivery by each Borrower of this
Amendment, the Notes, with respect to Bentley, the Acquisition Agreement and the
performance by each of them of the transactions herein contemplated (i) are and
will be within each Borrower's powers, (ii) have been authorized by all
necessary action and (iii) are not and will not be in contravention of any law,
any order of any court or other agency of government, or any other indenture,
agreement or undertaking to which any Borrower is a party or by which the
property of any Borrower is bound, or be in conflict with, result in a breach
of, or constitute (with due notice and/or lapse of time) a default under any
such indenture, agreement or undertaking or result in the imposition of any
lien, charge or encumbrance of any nature on any of the properties of any
Borrower.

                  (c) This Amendment, the Notes, with respect to Bentley and any
assignment, instrument, document, or agreement executed and delivered in
connection herewith, are the valid and binding obligations of Borrowers and are
enforceable against Borrowers in accordance with their respective terms.

                                      -3-

                  (d) No Default or Event of Default has occurred under the
Existing Loan Documents.

         4. Collateral. As security for the timely payment of the Obligations
and satisfaction by Borrowers (including, without limitation, Joining Borrower)
of all covenants and undertakings contained in the Existing Loan Documents, each
Borrower reconfirms the prior security interest and lien on, and Joining
Borrower hereby assigns and grants to Agent, for the benefit of Lenders, a
continuing first lien on and upon and to, its Collateral, whether now owned or
hereafter acquired, created or arising and wherever located. Borrowers
(including, without limitation, Joining Borrower) each hereby confirm and agree
that all security interests and Liens granted to Agent, for the benefit of
Lenders, continue in full force and effect and shall continue to secure the
Obligations. All Collateral remains free and clear of any Liens other than
Permitted Encumbrances. Nothing herein contained is intended to in any manner
impair or limit the validity, priority and extent of Agent's existing security
interest in and Liens upon the Collateral.

         5. Ratification of Existing Loan Documents. Except as expressly set
forth herein, all of the terms and conditions of the Existing Loan Documents are
hereby ratified and confirmed and continue unchanged and in full force and
effect. All references to the Loan Agreement shall mean the Loan Agreement as
modified by this Amendment.

         6. Governing Law. This Amendment shall be governed by, construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania.

         7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and such counterparts together shall constitute one and the same respective
agreement. Signature by facsimile shall bind the parties hereto.

         8. WAIVER OF JURY TRIAL. EACH BORROWERS, AGENT AND LENDERS WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY
KIND ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS DESCRIBED
HEREIN.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      -4-

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.

EXISTING BORROWERS:                 BENTLEY SYSTEMS, INCORPORATED

                                    By:     /s/ David Nation
                                       -----------------------------------------
                                    Name:   David Nation
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    BENTLEY SOFTWARE, INC.

                                    By:     /s/ David Nation
                                       -----------------------------------------
                                    Name:   David Nation
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    ATLANTECH SOLUTIONS, INC.

                                    By:     /s/ James A. King
                                       -----------------------------------------
                                    Name:   James A. King
                                         ---------------------------------------
                                    Title:  Treasurer
                                          --------------------------------------

JOINING BORROWER:                   GEOPAK CORPORATION

                                    By:     /s/ David Nation
                                       -----------------------------------------
                                    Name:   David Nation
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

AGENT:                              PNC BANK, NATIONAL ASSOCIATION

                                    By:     /s/ Craig T. Sheetz
                                       -----------------------------------------
                                    Name:   Craig T. Sheetz
                                         ---------------------------------------
                                    Title:  Vice President
                                          --------------------------------------

LENDERS:                            PNC BANK, NATIONAL ASSOCIATION

                                    By:     /s/ Craig T. Sheetz
                                       -----------------------------------------
                                    Name:   Craig T. Sheetz
                                         ---------------------------------------
                                    Title:  Vice President
                                          --------------------------------------

                                      -5-

                                    CITICORP USA, INC.

                                    By:     /s/ Andrew J. Preston
                                       -----------------------------------------
                                    Name:   Andrew J. Preston
                                         ---------------------------------------
                                    Title:  Vice President
                                          --------------------------------------

                                      -6-

                                                                   Exhibit 10.4

                                 PROMISSORY NOTE

$____________                                                     August 6, 1999

               FOR VALUE RECEIVED, [______________], ("Maker"), hereby
unconditionally promises to pay to the order of Bentley Systems, Incorporated, a
Delaware corporation ("Payee"), on the earlier of August 6, 2004 (the "Maturity
Date"), the date specified in paragraph 5 below or upon the demand of the holder
subsequent to an Event of Default (as defined in the Stock Pledge Agreement
between Maker and Payee of even date herewith (the "Stock Pledge Agreement")),
the principal amount of [___________] Dollars ($____________), together with
interest on the outstanding principal balance hereof from time to time
outstanding from the date hereof and until this Note is paid in full, whether
before or after maturity, at the rate of six percent (6%) per annum, and, to the
extent lawful, to pay interest at the same rate on any overdue installment of
interest.

1.   Interest shall be calculated on the basis of actual days elapsed and a year
of 365 days and shall be paid on the business day coincident with or first
following August 6, 2000 and August 6 of each year (or partial year) thereafter.

2.   Payments of principal and interest shall be made in lawful money of the
United States of America by cash or check at Bentley Systems, Incorporated, 690
Pennsylvania Drive, Exton, PA 19341 or at such other place as the holder of this
Note shall designate to Maker in writing.

3.   Maker may prepay this Note in whole or in part at any time without premium
or penalty.

4.   This Note is the note referred to in, and is entitled to the benefits of,
and is secured as provided in, the Stock Pledge Agreement. Reference is hereby
made to such agreement for a description of the properties and assets in which a
security interest has been granted, the nature and extent of the security and
the rights of the holder of this Note in respect thereof.

5.   Upon the occurrence of any of the following events, all amounts payable
hereunder shall, without notice or demand, become due and payable at such times
as are indicated below, and the holder shall thereupon have all rights and
remedies provided hereunder, in any other agreement between Payee and Maker or
otherwise available at law or in equity:

         (a) In the event Maker's employment with Payee terminates for any
reason (including death) prior to the Maturity Date, the outstanding principal
balance hereof, together with all accrued interest hereon, shall become due and
payable not later than 90 days following the date of termination.

         (b) In the event of a Change of Control of Payee, the outstanding
principal balance hereof, together with all accrued interest hereon, shall
become due and payable not later than 90 days following the Change of Control. A
"Change of Control" shall be deemed to have taken place if:

                                       1

                    (1) any person or entity, including a "group" (within the
         meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as
         amended (the "Exchange Act")) but excluding Payee or any stockholder of
         Payee as of the date of this Agreement who are part of a "group" that
         controls Payee as of the date hereof, becomes the beneficial owner of
         shares of Payee having 50 percent or more of the total number of votes
         that may be cast for the election of directors of Payee;

                    (2) there occurs any cash tender or exchange offer for
         shares of Payee, merger or other business combination involving Payee,
         or sale of all or substantially all of the assets of Payee, or any
         combination of the foregoing transactions, and as a result of or in
         connection with any such event persons who were directors of Payee
         before the event shall cease to constitute a majority of the Board of
         Directors of Payee or any successor to Payee; or

                    (3) during any period of two consecutive calendar years
         beginning after the date of the initial public offering of the common
         stock of Payee, members of the Incumbent Board cease for any reason to
         constitute a majority of the Board. For this purpose, the "Incumbent
         Board" shall consist of the individuals who at the beginning of such
         period constitute the entire Board and any new director - other than a
         director (i) designated or nominated by, or affiliated with, a person
         who has entered into an agreement with Payee to effect a transaction
         described in (2) above, or (ii) who initially assumed office as result
         of either an actual or threatened "Election Contest" (as described in
         Rule 14a-11 under the Exchange Act), or other actual or threatened
         solicitation of proxies or contest by or on behalf of a person other
         than the Board (a "Proxy Contest"), including by reason of any
         agreement intended to avoid or settle any Election Contest or Proxy
         Contest - whose election by the Board or nomination for election by the
         stockholders of Payee was approved by a vote of at least 2/3rds of the
         directors then still in office who either were directors at the
         beginning of the period or whose election or nomination for election
         was previously so approved.

                    (4) As used in (1), (2), and (3) above, the terms "person"
         and "beneficial owner" have the same meaning as such terms under
         Section 13(d) of the Exchange Act and the rules and regulations
         promulgated thereunder.

                (c) Initial Public Offering. In the event of an initial public
offering of equity securities of Payee which is registered under the Securities
Act of 1933, as amended, the outstanding principal balance hereof, together with
all accrued interest hereon, shall become due and payable no later than six
months following the initial public offering.

6. No failure or delay on the part of the holder to insist on strict performance
of Maker's obligations hereunder or to exercise any remedy shall constitute a
waiver of the holder's rights in that or any other instance. No waiver of any of
the holder's rights shall be effective unless in writing, and any waiver of any
default or any instance of non-compliance shall be limited to its express terms
and shall not extend to any other default or instance of non-compliance.

                                       2

7. Maker and each endorser hereby waives presentment, notice of nonpayment or
dishonor, protest, notice of protest and all other notices in connection with
the delivery, acceptance, performance, default or enforcement of payment of this
Note, and hereby waives all notice or right of approval of any extensions,
renewals, modifications or forbearances which may be allowed.

8. Any proceeding relating to this Note may be instituted in any federal court
in the Eastern District of Pennsylvania or any state court located in Chester
County in the Commonwealth of Pennsylvania and Maker irrevocably submits to the
nonexclusive jurisdiction of any such court and waives any objection Maker may
have to the conduct of any proceeding in any such court based on improper venue
or forum non conveniens. Because of the greater time and expense required
therefor, Maker hereby waives, to the extent permitted by law, a trial by jury.

9. Maker shall pay all reasonable costs and expenses (including attorneys' fees)
incurred by the holder relating to the enforcement of this Note.

10. Any provision hereof found to be illegal, invalid or unenforceable for any
reason whatsoever shall not affect the validity, legality or enforceability of
the remainder hereof.

11. If the effective interest rate on this Note would otherwise violate any
applicable usury law, then the interest rate shall be reduced to the maximum
permissible rate and any payment received by the holder in excess of the maximum
permissible rate shall be treated as a prepayment of the principal of this Note.

12. This Note shall be binding upon Maker's heirs, personal representatives and
assigns and shall inure to the benefit of each holder of this Note and such
holder's heirs, personal representatives, successors, endorsees and assigns.

13. This Note has been delivered in the Commonwealth of Pennsylvania and shall
be governed by the laws of that Commonwealth.

           IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
has duly executed and delivered this instrument.

                                                          By:
                                                             -------------------
                                                             [-----------------]

                          Schedule of Promissory Notes

     The following schedule identifies the individuals that have executed
Promissory Notes, dated August 6, 1999, payable to Bentley Systems,
Incorporated, and the original principal amounts of those Notes.

                                         Principal Amount of
    Name:                                Promissory Note
    -----                                --------------------

    Barry J. Bentley                     $1,142,221

    Gregory S. Bentley                   $1,142,225

    Keith A. Bentley                     $1,142,221

    Raymond B. Bentley                   $571,111

    Richard P. Bentley                   $571,111

    David G. Nation                      $571,111

                                                                   EXHIBIT 10.5

           THIS SECURED NOTE IS SUBJECT TO THE TERMS OF THE STANDSTILL
             AGREEMENT, DATED AS OF DECEMBER 26, 2000, BY INTERGRAPH
CORPORATION IN FAVOR OF PNC BANK, NATIONAL ASSOCIATION, FOR ITSELF AND AS AGENT

                                  SECURED NOTE

                                                             Huntsville, Alabama
                                                          Date: December 1, 2000

         FOR VALUE RECEIVED, Bentley Systems, Incorporated, a Delaware
corporation ("Borrower"), promises to pay to the order of Intergraph
Corporation, a Delaware corporation, at its principal place of business at One
Madison Industrial Park, Huntsville, Alabama 35894-0001 for itself and on behalf
of the other Selling Entities under the Asset Purchase Agreement described below
("Payee"), or its assigns, in lawful money of the United States of America and
in immediately available funds, the sum of Eleven Million Eighty-seven Thousand
One Hundred Twelve and no/100 Dollars ($11,087,112.00), as adjusted in
accordance with the terms hereof, plus an amount equal to the RMR Principal (as
defined herein), together with all other amounts payable hereunder.

         Borrower further promises to pay interest at such address in like
money, from the date hereof on the outstanding principal amount owing hereunder
from time to time, at a rate per annum equal to nine and one-half percent (9.5%)
per annum. Such interest shall be computed daily on the basis of a 360-day year
and for the actual number of days elapsed. In no event shall interest hereunder
exceed the maximum rate under applicable law.

         This note is delivered pursuant to the Asset Purchase Agreement by and
among Borrower, Payee and the other parties thereto dated as of December 26,
2000 (the "Asset Purchase Agreement"). Capitalized terms used but not defined
herein have the meanings given them in the Asset Purchase Agreement.

         On March 1, 2001, the principal balance owing under this Note shall, as
applicable, be increased or decreased so as to equal one and one-half (1.5)
times the Transferred Maintenance Revenues, such adjustment to be effective as
of the date of this Note (any increase in such principal amount being referred
to as the "Additional Principal"). If an adjustment to the principal balance of
this Note occurs pursuant to the terms of the Asset Purchase Agreement on June
1, 2001, the principal balance owed under this Note shall, as applicable, be
increased or decreased so as to equal one

and one-half (1.5) times the Transferred Maintenance Revenues, such adjustment
to be effective as of the date of this Note. On February 1, 2002 the principal
balance owing under this note shall be increased by an amount equal to one and
one-half (1.5) times the Renewed Maintenance Revenues (the "RMR Principal"),
such increase to be effective as of December 1, 2001.

         Payments of principal and interest hereunder shall be made quarterly,
on the first business day of each March, June, September and December after the
date hereof until the maturity date. All principal, interest and other amounts
owing hereunder shall be due and payable in full on December 1, 2003.

         The amount of the first four (4) quarterly payments of principal and
interest shall be One Million Seventy-three Thousand Nine Hundred Sixteen
Dollars ($1,073,916.00). The amount of the quarterly payments of principal and
interest after any adjustment made to the principal amount of this Note pursuant
to the Asset Purchase Agreement shall be equal to the amount necessary to
amortize the unpaid principal amount owing as of the date of any such
adjustment, together with interest thereon at the rate provided herein, over the
remaining quarterly periods by making equal payments of principal and interest
on the dates provided for herein.

         Borrower may prepay any amount then owing hereunder, in whole or in
part, at any time, but if less than all, must do so in principal amount
increments of 1,000,000; provided however, that Borrower may not prepay any of
the Additional Principal or the RMR Principal prior to the time it has been
determined hereunder.

         This Note is the "Note" referred to in the Security Agreement and
Borrower's obligations hereunder are secured thereby.

         Borrower agrees that if (i) Borrower fails to pay, in accordance with
the terms of this Note, any principal or interest within five (5) days after
written notice from Payee that such amount remains unpaid following the date
that such sum is due, or (ii) there is an Event of Default under the Security
Agreement; then in any such event (each an "Event of Default") all amounts then
remaining unpaid hereunder shall, at the option of Payee upon written notice to
Borrower, be immediately due and payable.

         Upon the occurrence of an Event of Default and acceleration of the
obligations as provided above, Payee may pursue any remedy available under this
Note or available at law or in equity. No right or remedy conferred upon Payee
in this Note, the Asset Purchase Agreement or the Security Agreement is intended
to be exclusive of any other right or remedy contained in this Note, the Asset
Purchase Agreement or the Security Agreement and every such right or remedy
shall be cumulative in addition to every other right or remedy contained herein
or therein or now or hereafter available to Payee at law, in equity or
otherwise.

                                      -2-

         Except to the extent expressly provided herein to the contrary, all
amounts payable by Borrower hereunder shall be due and payable without notice of
default, presentment or demand for payment, protest or further notice of
nonpayment or dishonor, or notices or demands of any kind, all of which are
expressly waived by Borrower.

         The invalidity, illegality or unenforceability of any provision of this
Note will not affect any other provision of this Note, all of which shall remain
in full force and effect, nor will the invalidity, illegality, or
unenforceability of a portion of any provision of this Note affect the balance
of such provision. In the event that any one or more of the provisions contained
in this Note or any portion thereof shall for any reason be held to be invalid,
illegal or unenforceable in any respect, this Note shall be reformed, construed
and enforced as if such invalid, illegal or unenforceable provision had never
been contained herein.

         No failure of Payee in any one or more instances to insist upon strict
compliance by Borrower with the terms and conditions of this Note or to enforce
any right hereunder or otherwise shall be deemed a waiver of any obligation of
Borrower or right of Payee with respect to any failure of Borrower to comply
with the terms and conditions hereof. This Note may be modified or canceled only
by the written agreement of Borrower and Payee.

         Borrower and Payee acknowledge that, pursuant to Section 10.5 of the
Asset Purchase Agreement, (i) Borrower's obligations hereunder may be subject to
certain rights of set-off, and (ii) Payee may hereafter be entitled to set-off
certain amounts to be owing by Payee to Borrower against amounts owing by
Borrower hereunder.

         All notices, demands and other communications to Borrower or Payee
under this Note shall be in writing and shall be effective if (i) sent by
registered or certified mail, postage prepaid, return receipt requested, or (ii)
sent by overnight delivery via a nationally recognized overnight delivery
service or by facsimile transmission (provided that in the case of (ii), a copy
is also sent as provided in (i). All notices shall be addressed as set forth
below or to such other address as a party may by written notice to the other
party have designated for such purpose. Any such notice, demand or other
communication shall be deemed given upon the earlier of actual receipt or five
(5) days after being deposited in the U.S. mail if sent by registered or
certified mail.

                                      -3-

         Borrower's address:       Bentley Systems, Incorporated
                                   690 Pennsylvania Avenue
                                   Exton, Pennsylvania  19341
                                   Attn:  David G. Nation,
                                          Senior Vice President and
                                          General Counsel
                                   Facsimile No.:  (610) 458-3181

         Payee's address:          Intergraph Corporation
                                   Huntsville, Alabama  35894-0001
                                   Attn:  John W. Wilhoite
                                   Facsimile No.:  (256) 730-2048

This Note has been delivered to and accepted by Payee in the State of Alabama.
This Note and the rights and obligations of Borrower and Payee hereunder shall
be governed by and construed and enforced in accordance with the internal laws
of the State of Alabama without regard to principles of conflicts of law.
Borrower hereby waives any right to trial by jury in any legal proceeding
related in any way to this Note and agrees that any such proceeding may, if
Payee so elects, be brought, transferred to and enforced in the courts of the
State of Alabama or the United States District Court for the Northern District
of Alabama, and Borrower hereby waives any objection to jurisdiction or venue in
any such proceeding commenced in any of such courts. Borrower further agrees
that any process required to be served on it for purposes of any such proceeding
may be served on it, with the same effect as personal service on it within the
State of Alabama, by registered mail addressed to it at its address for purposes
of notices as provided above.

                                          BENTLEY SYSTEMS, INCORPORATED

                                          By: /s/ David G. Nation
                                             ----------------------------------
                                              David G. Nation
                                              Senior Vice President

                                      -4-

                                                                   EXHIBIT 10.6

                               SECURITY AGREEMENT

         This Security Agreement (as may be amended, restated, and supplemented
from time to time, this "Agreement") is entered into as of December 26, 2000,
between Bentley Systems, Incorporated, a Delaware corporation (the "Debtor"),
whose principal place of business, chief executive office and address for
purposes of notice is 685 Stockton Drive, Exton, Pennsylvania 19341, and
Intergraph Corporation, a Delaware corporation ("Secured Party"), whose address
for purposes of notice is 1 Madison Industrial Park, Huntsville, Alabama
35894-0001. In consideration of the following premises and covenants and other
good and valuable consideration, the Debtor and Secured Party agree as follows:

         1. Definitions. All accounting terms not specifically defined in this
Agreement (which also includes the Schedules and Exhibits hereto and the
attachments to such Schedules and Exhibits) shall be construed in accordance
with generally accepted accounting principles, consistently applied ("GAAP").
"Asset Purchase Agreement" means the Asset Purchase Agreement among Debtor,
Secured Party, et al. dated on or about the date hereof. "Bank" means PNC Bank,
N.A., as agent for itself and the lenders under Debtor's credit facility, and
its successors. "Business Day" means any day other than a day on which banking
institutions in the State of Alabama are authorized or required by law to close.
All other terms used in this Agreement to describe the Collateral or Secured
Party's security interests and related rights which are not specifically defined
in this Agreement shall have the definitions given the same in the Uniform
Commercial Code, as adopted in the State of Alabama (the "UCC"). All other
capitalized terms shall have the meanings stated in this Agreement (which also
includes the Schedules and Exhibits hereto and the attachments to such Schedules
and Exhibits).

         2. Collateral.

                  (a) As security for the Obligations (as such term is hereafter
defined and used), the Debtor assigns and grants to Secured Party a security
interest and lien in the following property (collectively, the "Collateral"):

                           (i) Any and all of the Debtor's rights, title and
         interests (whether now or hereafter existing, arising or acquired) in,
         to and under the property, rights and interests described on SCHEDULE 1
         hereto, whether now or hereafter existing, arising or acquired (the
         "Maintenance Agreements and Receivables"); and

                           (ii) Any and all cash and non-cash proceeds
         (including, without limitation, insurance proceeds), products of and
         additions to and substitutions and replacements for, the foregoing,
         whether now or hereafter existing, arising or acquired.

                  (b) "Obligations" means all of Debtor's debts, obligations and
liabilities to Secured Party evidenced by or referenced in (i) that certain
Secured Note executed by Debtor in favor of Secured Party on or about the date
hereof (as may be amended, restated or replaced, the "Promissory Note") and (ii)
this Agreement, whether now or hereafter arising or existing, and whether direct
or indirect, absolute or contingent, joint or several, due or not due,
contractual or tortious, liquidated or unliquidated and all extensions,
renewals, modifications and refinancings thereof.

         3. Collection of Accounts. At any time after an Event of Default, the
Debtor shall notify Secured Party of any collections received on the Maintenance
Agreements and Receivables and shall hold the same in trust for Secured Party
without commingling the same with other funds of the Debtor and, if Secured
Party shall request, shall turn the same over to Secured Party immediately upon
receipt in the identical form received. Proceeds transmitted to Secured Party
may be handled and administered in and through a remittance or special account;
the maintenance of any such account shall be solely for the convenience of
Secured Party, and the Debtor shall not have any right, title, or interest in or
to any such account or in the amounts at any time appearing to the credit
thereof. Secured Party may apply and credit Proceeds transmitted to or otherwise
received by Secured Party against any Obligations; however, Secured Party shall
not be required to credit any Obligations with the amount of any check or other
instrument constituting provisional payment until Secured Party has received
final payment thereof at its office in cash or solvent credits accepted by
Secured Party. At any time after an Event of Default, (a) the Debtor shall, at
the request of Secured Party, notify the obligors on the Maintenance Agreements
and Receivables of the security interest of Secured Party therein and shall
instruct the obligors on the Maintenance Agreements and Receivables to remit
payments directly to Secured Party, and (b) Secured Party may itself so notify
and instruct such obligors.

         4. Representations and Warranties. The Debtor represents and warrants
to Secured Party as follows:

                  (a) The Debtor is (i) a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware; (ii) duly
qualified and licensed to do business and is in good standing in every
jurisdiction where qualification is necessary except where the failure to
qualify or to obtain such license would not have a material adverse effect on
the Debtor or the Collateral; and (iii) duly authorized and empowered to create,
issue, execute, deliver and perform this Agreement and any related instruments
and agreements;

                  (b) The Debtor has timely filed and paid all federal, state,
and local tax reports, taxes and returns required by any law or regulation to be
filed and paid;

                  (c) The Debtor has and at all times will have good and
marketable title to the Collateral, free and clear of all liens, security
interests, or adverse claims, except for the Permitted Liens described in
Exhibit A hereto (the "Permitted Liens") and liens and security interests
granted to Secured Party;

                  (d) This Agreement and the Promissory Note are the legal,
valid and binding obligation of the Debtor and any necessary consents of any
person or entity related to the execution, delivery and performance of this
Agreement and the Promissory Note have been obtained;

                  (e) No Event of Default has occurred and is continuing;

                  (f) Neither the Debtor's name nor the location of any of
Debtor's offices or the Collateral has changed in the previous five years;

                  (g) The Debtor is and shall be the lawful owner of all
Collateral and does and shall have good right to subject the same to a security
interest in favor of Secured Party. No Collateral shall be sold, assigned, or
transferred to any person other than Secured Party or in any way encumbered
except for the Permitted Liens and except to Secured Party, and the Debtor shall
defend the same against the claims and demands of all persons other than Secured
Party and the holders of the Permitted Liens, provided that so long as no Event
of Default has occurred and so long as the value of the Collateral is not
materially impaired or reduced, Debtor may settle and compromise in the ordinary
course of business, consistent with prudent business practices, the claims of
any obligor on any Maintenance Agreements or Receivables;

                  (h) There are no judgments, actions, suits, claims,
proceedings or investigations existing, outstanding, pending, or to the best of
the Debtor's knowledge after due inquiry, threatened or in prospect, before any
court, agency or tribunal, or governmental authority against or involving the
Debtor which do or could materially affect the business, properties, prospects,
financial condition, earnings, results of operations or earnings capacity of the
Debtor or which question the validity of the Promissory Note, this Agreement, or
any action or instrument contemplated hereby;

                  (i) Debtor has not executed any prior assignments of the
Maintenance Agreements and Receivables, and will not in the future execute any
assignments of the same, provided that so long as no Event of Default has
occurred and so long as the value of the Collateral is not materially impaired
or reduced, Debtor may settle and compromise in the ordinary course of business,
consistent with prudent business practices, the claims of any obligor on any
Maintenance Agreements or Receivables; and

                  (j) Debtor has not performed any acts or executed any other
documents, and will not take any action or execute any other documents, that
might prevent, limit or restrict Secured Party from enforcing any of the terms
or conditions of this Agreement or exercising any of its rights or remedies
hereunder.

         5. Affirmative Covenants. Until the Obligations are fully paid and
satisfied, the Debtor agrees and covenants to do the following:

                  (a) Maintain its existence, rights, and franchises and
maintain, preserve, and protect the Collateral provided that this Section 5(a)
shall not be deemed to prohibit Debtor from merging or consolidating with
another entity, changing its corporate structure or amending its

certificate of incorporation or bylaws in any respect so long as any such action
does not impair the Collateral or adversely affect Secured Party's security
interest or lien thereon;

                  (b) (i) Comply with all material laws, statutes and government
regulations (including, without limitation, all applicable federal and state
environmental laws, rules, regulations, decrees, and court orders); (ii) pay all
of its indebtedness when due except for trade payables which Debtor is disputing
in good faith consistent with prudent business practices and for which Debtor
has established sufficient reserves; (iii) pay when due all taxes, assessments
and governmental charges or levies imposed on it, the Collateral or any part of
the Collateral, its income and profits, or any of its property (including,
without limitation, all environmental clean up costs); and (iv) pay all lawful
claims for labor, materials, supplies or other claims;

                  (c) At any time after an Event of Default, permit Secured
Party to visit its locations and to examine and make and take away copies or
reproductions of those books and records of Debtor which relate to the
Collateral (which records Debtor agrees to keep in a manner satisfactory to
Secured Party), to discuss the Debtor with its officers and accountants at all
reasonable times, and to inspect and audit the Collateral, and at any time after
an Event of Default permit Secured Party to verify the Debtor's receivables
constituting Collateral and other Collateral directly with account debtors and
by other methods selected by Secured Party and perform a Collateral audit all as
Secured Party desires at Debtor's expense;

                  (d) Promptly inform Secured Party, in writing, of (i) any and
all material adverse changes in the Debtor's financial condition; and (ii) any
Event of Default;

                  (e) Execute and deliver and file, or cause to be executed and
delivered and filed, any and all other agreements, instruments, or documents
which Secured Party may reasonably request in order to give effect to the
transactions contemplated by this Agreement and to perfect and protect Secured
Party's rights and interests. Debtor hereby appoints and empowers Secured Party,
or any employee of Secured Party which Secured Party may designate for the
purpose, as Debtor's attorney-in-fact (which appointment is coupled with an
interest and is irrevocable), to execute and/or endorse (and file, as
appropriate) at any time after an Event of Default for and in the name of Debtor
any documents, instruments, agreements, papers, checks, financing statements and
other documents which, in Secured Party's reasonable judgment, are necessary to
be executed and/or filed in order to (i) perfect or preserve the perfection and
priority of Secured Party's security interests and (ii) collect or realize upon
the Collateral or otherwise exercise its rights and remedies under this
Agreement, the Promissory Note or any related instrument or agreement or
applicable law; and

                  (f) Comply with all of the terms of all schedules, attachments
and exhibits hereto which are hereby incorporated herein by reference.

         6. Negative Covenants. Until the Obligations are fully paid and
satisfied, the Debtor will not:

                  (a) Sell or otherwise dispose of any Collateral or create or
permit or suffer to occur the existence of any lien or encumbrance on any
Collateral except for Permitted Liens and security interests and liens in favor
of Secured Party; nor

                  (b) Except with thirty (30) days prior written notice to
Secured Party, change the location of the Debtor's principal place of business
or the Debtor's name or structure or consummate any merger or consolidation or
purchase or sale of substantially all of the Debtor's assets; provided that
notice of a merger or consolidation shall not be required if such event does not
adversely affect the Collateral or Secured Party's security interest therein or
the perfection thereof.

         7. Events of Default. The occurrence of any of the following events or
conditions shall constitute an "Event of Default" under this Agreement:

                  (a) The failure or refusal or neglect of the Debtor within
five (5) days after written notice from Secured Party to pay all or any part of
the Obligations or any related charges, fees and expenses;

                  (b) The failure of the Debtor within five (5) days after
written notice from Secured Party to timely and properly observe, keep, or
perform any covenant, agreement or warranty required by or otherwise set forth
in this Agreement, the Promissory Note or the Asset Purchase Agreement; provided
however, that no such notice shall be required with respect to any failure to
observe, keep or perform any covenant, agreement or warranty pursuant to which
Debtor is to inform, advise or otherwise provide notice or information to
Secured Party;

                  (c) If any representation, warranty, or statement contained in
this Agreement, in the Promissory Note or in any related instrument or agreement
delivered by the Debtor to Secured Party proves to have been false or misleading
in any material respect as of the date such representation, warranty, or
statement was made;

                  (d) If a default by the Debtor (as principal or guarantor or
other surety) in the payment of any indebtedness for borrowed money in excess of
$500,000 owing to any person or entity (other than Secured Party) occurs, and
such default shall remain unremedied in excess of the period of grace or cure,
if any, for payment of such indebtedness and repayment of such indebtedness is
accelerated or demanded;

                  (e) If (i) a receiver, trustee or liquidator is appointed for
the Debtor or all or a substantial part of its assets, provided Debtor shall
have forty (40) days to have removed any receiver, trustee or liquidator which
is appointed without Debtor's consent or request; or (ii) a petition commencing
a bankruptcy or other insolvency proceeding shall be filed (a) against the
Debtor without the Debtor's consent which is not dismissed within sixty (60)
days or (b) by Debtor or against Debtor with Debtor's consent;

                  (f) The levy against $500,000 worth or more of the property
(other than the Collateral) of the Debtor, or any execution, garnishment,
attachment, sequestration or other writ or

similar proceeding against $500,000 worth or more of property of Debtor which is
not permanently dismissed or discharged within 60 days after the levy;

                  (g) The general assignment by or the filing of application in
any court for a receiver for the Debtor;

                  (h) The dissolution or liquidation of the Debtor;

                  (i) If any or all of this Agreement, the Promissory Note or
any related instrument or agreement or any portion hereof or thereof is asserted
by Debtor or any other party to be unenforceable, void or voidable; or

                  (j) Any lien (except for Permitted Liens and except in favor
of the Secured Party) or levy existing or arising against any of the Collateral.

         8. Rights and Remedies.

                  (a) Upon the occurrence of any Event of Default, Secured
Party, at its option and without the necessity of any presentment, demand or
notice(s) of default, intent to accelerate, demand or acceleration, or any other
notices, all of which are expressly waived by the Debtor, may declare all
Obligations immediately due and payable in full, and Debtor shall thereupon pay
all such Obligations immediately to Secured Party in full; provided that such
acceleration of the Obligations shall occur and be automatic upon the occurrence
of an Event of Default specified in clause (e) of Section 7.

                  (b) Upon the occurrence of any Event of Default, Secured Party
shall have (i) right to bring suit for collection of the Obligations, (ii) right
to collect and foreclose upon any or all of the Collateral and all of the rights
and remedies available to a secured party under the UCC, (iii) all of the other
rights and remedies allowed at law or in equity by applicable laws, ordinances,
statutes, rules, regulations, orders, injunctions, writs, or decrees of any
governmental or political subdivision or agency thereof, or any court or similar
entity established by any such subdivision or agency, and (iv) right to require
the Debtor to assemble the Collateral and make it available to the Secured Party
upon request at a place designated by Secured Party which is reasonably
convenient to both parties. Any and all payments received by Secured Party from
Debtor after an Event of Default and any amounts received by Secured Party from
the liquidation, collection or disposition of Collateral shall be applied first
to costs and expenses incurred by Secured Party in protecting or enforcing its
rights and remedies under this Agreement, the Promissory Note and/or applicable
law, and then to any and all Obligations in such order or manner as Secured
Party determines in its discretion, unless otherwise required by law. Without
limiting Secured Party's rights or Debtor's obligations under this Agreement,
the Promissory Note or any other instrument or agreement, the Debtor shall
remain liable for any deficiency after realization upon the Collateral and
application of the proceeds as set forth above. Debtor hereby grants Secured
Party a power of attorney to execute and deliver as Debtor's attorney-in-fact at
any time upon and after the occurrence of an Event of

Default any and all instruments and agreements as Secured Party deems desirable
to collect, sell or liquidate any and all Collateral.

All of the foregoing rights and remedies are cumulative.

         9. No Waiver. Neither the failure nor any delay on the part of Secured
Party to exercise any right, power, or privilege shall operate as a waiver of
such right, power, or privilege, nor shall any single or partial exercise of
such right, power, or privilege preclude any other or further exercise thereof
or the exercise of any other right, power, or privilege. No waiver of any
provision in this Agreement shall be effective unless the same shall be in
writing and signed by Secured Party, and then shall be effective only in the
specific instance and for the purpose for which given and to the extent
specified in such writing. No modification or amendment to this Agreement shall
be valid or effective unless the same is in writing and signed by the party
against whom it is sought to be enforced. All rights and remedies of Secured
Party are cumulative.

         10. Additional Obligations of Debtor. Secured Party shall not in any
way be responsible for the performance of any obligations of Debtor under the
Maintenance Agreements and Receivables, or for any failure to do any or all of
the actions for which rights, interests, powers, and authority are herein
granted. Debtor shall defend and indemnify Secured Party against any claims by
anyone against Secured Party alleging any liability of Secured Party arising
under the Maintenance Agreements and Receivables (but not the products covered
by such Maintenance Agreements and Receivables, liability for which shall be
governed by the Asset Purchase Agreement). The failure of Secured Party to take
any of the actions or exercise any right, interest, power or authority granted
to Secured Party hereunder shall not be construed to be a waiver of any such
right, interest, power or authority.

                  Debtor will execute upon the request of Secured Party any and
all further documents, assignments or instruments that Secured Party reasonably
deems appropriate or necessary to evidence or effectuate this Agreement or grant
or confirm the rights and interests given to Secured Party hereunder.

                  Debtor will fulfill and perform each and every obligation of
Debtor under the Maintenance Agreements and Receivables unless the failure to do
so is consistent with prudent business practices and does not materially impair
or reduce the Collateral.

         11. Notices. All notices, requests, demands, or other communications
required or permitted to be given pursuant to this Agreement shall be in writing
and given by (a) personal delivery, (b) expedited delivery service with proof of
delivery, or (c) United States mail, postage prepaid, registered or certified
mail, return receipt requested, sent to the intended addressee at the address on
the first page of this Agreement and shall be deemed to have been received
either, in the case of expedited delivery service or personal delivery, as of
the date of first attempted delivery at the address, or in the case of mail,
upon deposit in a depository receptacle under the care and custody of the United
States Postal Service (provided Secured Party shall not be bound by any notice
until it actually receives the same). Either party shall have the right to
change its address for notice under

this Agreement to any other location within the continental United States by
notice to the other party of such new address at least thirty (30) days prior to
the effective date of such new address.

         12. GOVERNING LAWS. THIS AGREEMENT, THE PROMISSORY NOTE AND THE OTHER
RELATED DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF ALABAMA.

         13. Severability. If any provision of this Agreement, the Promissory
Note or any related instrument or agreement is held to be illegal, invalid or
unenforceable under present or future laws, such provision shall be fully
severable and ineffective and the remaining provisions of this Agreement, the
Promissory Note or any related agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid or unenforceable provision or
by its severance.

         14. Costs. Debtor shall pay to Secured Party on demand all out of
pocket costs and expenses of Secured Party (including, without limitation, legal
fees, filing fees, recording costs, insurance premiums, taxes (with the
exception of Secured Party's income, excise and franchise taxes) and search
fees) incurred in connection with protecting and/or enforcing Secured Party's
rights and remedies under this Agreement and the Promissory Note which are
incurred by Secured Party after a breach or default under either of them.

         15. Survival. All representations, warranties, covenants, and
agreements made by or on behalf of the Debtor in connection with this Agreement
will survive the execution and delivery of this Agreement and shall be deemed
continuing representations, warranties, covenants and agreements until such time
as the Obligations are indefeasibly paid in full.

         16. Waivers. Debtor waives demand, notice of acceleration, notice of
intent to accelerate, dishonor, notice of protest, all other notices,
presentment, protest, and any and all rights to and of exemption.

         17. Assignment. Any or all of the Obligations, this Agreement, the
Promissory Note and any related agreement and the rights and remedies thereunder
may be assigned or delegated in whole or part by Secured Party (but not by the
Debtor except in connection with the merger of the Debtor) without Debtor's
prior written consent only in connection with (i) a collateral assignment to
Secured Party's primary corporate credit provider, or (ii) a merger,
consolidation or sale of substantially all of the assets of Secured Party.
Debtor agrees not to unreasonably withhold its consent to any other assignment
and/or delegation by Secured Party.

         18. Entire Agreement. This Agreement and the Promissory Note, together
with any documents and instruments executed in connection herewith and any
related instruments and agreements, embody the entire agreement and
understanding between the parties concerning the subject matter hereof and
thereof.

         19. No Third Party Beneficiaries. There are no third party
beneficiaries to this Agreement, the Promissory Note or to any related
instrument or agreement. All conditions to

Secured Party's obligations under this Agreement are imposed solely and
exclusively for the benefit of Secured Party. Neither the Debtor nor any other
person shall have standing to require satisfaction of any such condition or be
entitled to assume that Secured Party will insist upon strict compliance with
any or all such conditions, and neither the Debtor nor any other person shall,
under any circumstances, be deemed to be a beneficiary of any conditions hereof,
any or all of which conditions may be waived freely, in whole or in part by
Secured Party at any time if, in its sole discretion, Secured Party deems it
advisable so to do.

         20. Modifications. No modification or amendment of this Agreement shall
be effective unless placed in writing and duly executed by Secured Party and
Debtor.

         IN WITNESS WHEREOF, Debtor and Secured Party have executed this
Agreement as of the date first above written.

                                          DEBTOR:

                                          BENTLEY SYSTEMS, INCORPORATED

                                          By:  /s/  David G. Nation
                                             -----------------------------------
                                                   David G. Nation
                                                   Senior Vice President

                                          SECURED PARTY:

                                          INTERGRAPH CORPORATION

                                          By:  /s/ John W. Wilhoitte
                                             -----------------------------------
                                                   John W. Wilhoitte
                                          Title:  Executive Vice President
                                                  ------------------------------

                                    EXHIBIT A

                                 Permitted Liens

         (a)      PNC Bank, N.A.'s second priority interest in the Collateral,
                  so long as an Intercreditor Agreement acceptable to Secured
                  Party is in effect between PNC Bank, N.A. and Secured Party;

         (b)      liens of carriers, warehousemen, landlords, mechanics,
                  laborers and materialmen arising by law for sums which are (i)
                  not yet due or (ii) being diligently contested in good faith
                  and with respect to which Debtor has set aside sufficient
                  reserves; and

         (c)      liens for taxes which are (i) not yet due or (ii) being
                  diligently contested in good faith by appropriate proceedings
                  and with respect to which Debtor has set aside sufficient
                  reserves.

         (d)      liens or security interests which are subordinate to Secured
                  Party's security interest in the Collateral provided that
                  Debtor is contesting the same pursuant to appropriate
                  proceedings or causes the same to be dismissed promptly.

                                                                 ---------------
                                                                     Initial

                                   SCHEDULE 1

                            Description of Collateral

Any and all maintenance, license and other agreements and arrangements now or
hereafter entered into by Debtor with customers of Debtor located in the United
States for which revenues are included by Secured Party in the Schedule of
Transferred Maintenance from time to time (as such term is used in the Asset
Purchase Agreement) whereby Debtor agrees to, does or may grant license(s),
provide maintenance, support, upgrades or similar services, rights or property,
in each case only to the extent relating to any of the software products sold to
Debtor by Secured Party and designated by Secured Party as Civil, Raster or
Plotting and any derivatives, upgrades, supplements, variations, redesignations
or modifications of any of them made by Debtor, including without limitation,
the products listed on Schedule 1.1(c) attached hereto, together with all
royalties, accounts, chattel paper, instruments, general intangibles and rights
to payment and performance evidenced thereby, arising therefrom or related to
any or all of the foregoing.

                                                                 ---------------
                                                                     Initial

                                                                   Exhibit 10.7

                                ESCROW AGREEMENT

                  THIS ESCROW AGREEMENT (the "Agreement") dated September 18,
1998 by and among BENTLEY SYSTEMS, INCORPORATED (the "Company"), BACHOW
INVESTMENT PARTNERS III, L.P. or any other entity as to which any affiliate of
Bachow & Associates, Inc. is the general partner and who purchased Preferred
Stock under the Stock Purchase Agreement (the "Purchaser") and WILMINGTON TRUST
COMPANY, as escrow agent (the "Escrow Agent").

                                    RECITALS

                  (a) Pursuant to a Stock Purchase Agreement dated as of
September 18, 1998 (the "Stock Purchase Agreement") among, inter alia, the
Company and the Purchaser, the Purchaser purchased from the Company for an
aggregate purchase price of $15,000,000: 1,552,450 shares of Series A
Convertible Preferred Stock, par value $.01 per share (the "Preferred Stock");
and subject to the terms of this Agreement, 2,171,028 shares of Class B
Non-Voting Common Stock, par value $.01 per share (the "Common Stock").

                  (b) Pursuant to the Stock Purchase Agreement, a stock
certificate (the "Certificate") in the name of the Purchaser, evidencing the
Common Stock is contemporaneously herewith being placed into escrow (the
"Escrow") by the Company for distribution pursuant to this Agreement.

                  (c) The Escrow Agent has agreed to act as escrow agent on the
terms and conditions specified herein.

                  NOW THEREFORE, intending to be legally bound hereby, the
parties hereto agree as follows:

                  1. Appointment of Escrow Agent; Acceptance of Appointment. The
Company and the Purchaser hereby appoint the Escrow Agent as escrow agent
hereunder and the Escrow Agent hereby accepts such appointment.

                  2. Delivery of the Certificate into the Escrow; Voting and
Dividend Rights. In accordance with Section 1.2(b) of the Stock Purchase
Agreement, the Company has delivered the Certificate and the Purchaser has
delivered executed copies of stock powers, endorsed in blank to transfer the
Certificate, to the Escrow Agent to be held in the Escrow. Until released from
the Escrow, Purchaser shall have all voting and dividend rights (which the
Company and the Purchaser shall transmit to the Escrow Agent) relating to the
Common Stock. Additionally, until the shares of Common Stock are released from
the Escrow, all cash dividends, interest and premiums declared and paid on the
Common Stock, as well as any additional shares which are issued with respect to
the Common Stock as a result of any stock dividend, as payment in lieu of any
interest on dividends, by reclassification or otherwise (the "Additional Escrow
Amount") shall be held by the Escrow Agent until the shares of Common Stock to
which they relate are released from the Escrow in accordance with the terms of
this Agreement, in which case the Additional Escrow Amount shall be released
together with such shares. The Escrow Agent shall invest cash pursuant to the
written instructions of the Company, and in the absence of such instructions, in
the U.S. Government portfolio of the Rodney Square Fund, a mutual fund managed
by Rodney Square Management Corporation, a subsidiary of the Escrow Agent.

                  3. Compensation of the Agent. The Escrow Agent shall be
compensated for its services as provided in Section 5(d). The Escrow Agent shall
be entitled to reimbursement of its reasonable out-of-pocket expenses including,
without limitation, the fees and costs of attorneys or agents whom it may find
necessary to engage in the performance of its duties hereunder. The Company
shall be liable to the Escrow Agent for such compensation and reimbursement.

                  4. Release of the Escrow.

                           a. Shares of Common Stock shall be released from the
Escrow in such number, to such persons or entities and at such times as are
specified in the written instructions that the Company or the Purchaser shall
provide from time to time to the Escrow Agent (the "Escrow Instructions"). The
Company or the Purchaser shall provide the Escrow Instructions in accordance
with and as provided in Exhibit A hereto and such Escrow Instructions from the
Purchaser or, if applicable, from the Company shall contain a certification that
the conditions set forth in Section 4(d) hereof have been met. Examples of the
calculations specified in Exhibit A are set forth in Exhibit B hereto. Upon
receipt of the Escrow Instructions the Escrow Agent shall transmit a copy of the
Escrow Instructions to the other party. When shares are to be released, the
Escrow Agent shall transmit the Certificate (or any replacement stock
certificate) to the Company (or, if applicable, its transfer agent) with a copy
of the applicable Escrow Instructions. Subject to Sections 4(b) and 4(c), the
Company (or, if applicable, its transfer agent) shall issue stock certificates
in accordance with such Escrow Instructions and deliver the stock certificates
to the applicable persons and/or entities and deliver a certificate for any
balance to the Escrow Agent, in the name of the Purchaser.

                           b. If either the Company or the Purchaser gives
written notice to the other and the Escrow Agent disputing any Escrow
Instructions (a "Counter Notice") within 20 days following the date the Escrow
Instructions are delivered to the other party, such dispute shall be resolved as
provided in Section 4(c). If no Counter Notice is received by the Escrow Agent
within such 20-day period, then the Escrow Instructions shall be deemed mutually
agreed to for purposes of this Agreement at the end of such 20-day period. The
Escrow Agent shall not inquire into or consider whether the Escrow Instructions
comply with the requirements of the Stock Purchase Agreement or the calculations
set forth in Exhibit B hereto.

                           c. If a Counter Notice is received, the Escrow Agent
shall release the shares requested in the Escrow Instructions only in accordance
with (i) joint written instructions of the Company and the Purchaser or (ii) a
final non-appealable order of a court of competent jurisdiction. Any court order
shall be accompanied by a legal opinion by counsel for the presenting party
satisfactory to the Escrow Agent to the effect that the order is final and
non-appealable. The Escrow Agent shall act in accordance with such court order
and legal opinion without further question.

                           d. Notwithstanding the above, the Escrow Agent shall
not release to the Purchaser any of the Common Stock from the Escrow pursuant to
this Section 4 unless and until the Purchaser either (i) exercises its right to
have the Preferred Stock redeemed by the Company (the "Redemption Right") as
provided in the Amended Certificate (as defined in the Stock Purchase Agreement)
or (ii) waives the Redemption Right through the conversion of the Preferred
Stock pursuant to Section 4(a) of the Amended Certificate; provided, however,
that, if the Purchaser exercises its Redemption Right and the payment is made
pursuant to Section 3 of the Amended Certificate, the Purchaser shall not be
entitled to any of the Common Stock released from the Escrow and such Common
Stock shall be distributed to the Pre-Closing Shareholders (as defined below) in
accordance with Section 4(e). As applicable, the Company or the Purchaser shall
provide Escrow Instructions in accordance with the foregoing promptly upon the
exercise or waiver of the Redemption Right.

                           e. For purposes of this Agreement and the Escrow
Instructions, "Pre-Closing Shareholders" shall mean any shareholders owning
stock in the Company both immediately prior to the date hereof and as certified
to the Escrow Agent by the Company as of the close of business on the date the
Escrow Instructions are provided to the Escrow Agent. Any time a distribution is
earned back or required to be made to the Pre-Closing Shareholders pursuant to
this Agreement and Exhibit A hereto, it shall be made to the Pre-Closing
Shareholders that still own shares of the Company's Common Stock on the date the
Escrow Instructions are provided to the Escrow Agent in proportion to the number
of shares of the Company's Common Stock owned by each Pre-Closing Shareholder as
of the close of business on the date the Escrow Instructions are provided to the
Escrow Agent up to but not exceeding the number of shares owned by each such
Pre-Closing Shareholder immediately prior to the date hereof.

                  5. Matters Relating to the Escrow Agent.

                           a. The Escrow Agent undertakes to perform only such
duties expressly set forth herein and no implied duties or obligations shall be
read into this Agreement against the Escrow Agent. In acting hereunder, the
Escrow Agent shall not be liable for any act done or omitted to be done, by it
in the absence of gross negligence or willful misconduct.

                           b. The Escrow Agent may only act on and rely upon the
Escrow Instructions to which no objection has been received pursuant to Section
4, or such other joint written instructions received from the Company and the
Purchaser pursuant to Section 4(c); provided, however, that the Escrow Agent may
also rely upon a final non-appealable court order as provided in Section 4(c).
The Escrow Agent may act in reliance upon any such writings or instruments or
any signatures thereon which it, in good faith, believes to be genuine, and may
assume the validity and accuracy of any statement or assertion contained in such
writings or instruments and may assume that any person purporting to give any
writing, notice, advice or instruction in connection with the provisions hereof
has been duly authorized to do so.

                           c. The Escrow Agent shall be entitled to consult with
legal counsel in the event that a question or dispute arises with regard to the
construction of any of the provisions hereof, and shall incur no liability and
shall be fully protected in acting in accordance with the advice or opinion of
such counsel.

                           d. The Company shall pay to the Escrow Agent an
initial fee of $1500 and $2000 per year thereafter for its services hereunder.
In the event the Escrow Agent renders any extraordinary services in
connection with the Escrow at the request of the parties, the Escrow Agent shall
be entitled to additional compensation therefor. The Escrow Agent shall have a
first lien against the Escrow to secure the obligations of the Company
hereunder. The terms of this paragraph shall survive termination of this
Agreement.

                           e. The Company and the Purchaser, jointly and
severally, shall indemnify the Escrow Agent and hold it harmless from any and
against all liabilities, losses, actions, suits or proceedings at law or in
equity, and any other expenses, fees or charges of any character or nature,
including without limitation, reasonable attorneys' fees, which the Escrow Agent
may incur or with which it may be threatened by reason of its acting as escrow
agent under this Agreement or arising out of the existence of the Escrow, except
to the extent the same shall be caused by the Escrow Agent's gross negligence or
willful misconduct. In so agreeing to indemnify, hold harmless and reimburse the
Escrow Agent, the parties intend thereby to cover all losses, claims, damages,
liabilities and expenses, including reasonable costs of investigation, and
counsel fees and disbursements, which may be imposed upon the Escrow Agent or
incurred in connection with its acceptance of appointment as escrow agent
hereunder or the performing of its duties hereunder, including any litigation
arising from this Agreement. The Escrow Agent shall have a first lien against
the Escrow to secure the obligations of the Company hereunder. As between the
Company and the Purchaser, the prevailing party shall be entitled to recover any
amounts paid with respect to the indemnification of the Escrow Agent. The terms
of this paragraph shall survive termination of this Agreement.

                           f. In the event the Escrow Agent receives conflicting
instructions hereunder, the Escrow Agent shall be fully protected in refraining
from acting until such conflict is resolved to the satisfaction of the Escrow
Agent. The Escrow Agent shall be entitled to refrain from taking any action
contemplated by this Agreement in the event that it becomes aware of any
disagreement between the parties hereto as to any material facts or as to the
happening of any contemplated event precedent to such action, but the Escrow
Agent shall not be deemed to have knowledge thereof unless and until it has
received notice thereof from any party hereto. The Escrow Agent shall have the
right at any time it deems appropriate to seek an adjudication in a court of
competent jurisdiction as to the respective rights of the parties hereto and
shall not be held liable by any party hereto for any delay or the consequences
of any delay occasioned by such resort to the court. In addition, the Escrow
Agent shall have the right to institute a bill of interpleader in any court of
competent jurisdiction to determine the rights of the parties, and the parties
shall pay all costs, expenses and disbursements in connection therewith,
including attorneys' fees.

                           g. The Escrow Agent may resign as such following the
giving of thirty (30) days' prior written notice to the other parties hereto.
Similarly, the Escrow Agent may be removed and replaced following the giving of
thirty (30) days' prior written notice to the Escrow Agent by the Company and
the Purchaser. In either event, the duties of the Escrow Agent shall terminate
thirty (30) days after the date of such notice (or as of such earlier date as
may be mutually agreeable), and the Escrow Agent shall then deliver the balance
of the Escrow then in its possession to a successor escrow agent as shall be
appointed by the Company and the Purchaser as evidenced by a written notice
filed with the Escrow Agent.

                  If the Company and the Purchaser are unable to agree upon a
successor or shall have failed to appoint a successor prior to the expiration of
thirty (30) days following the date of the notice of resignation or removal, the
Escrow Agent may petition any court of competent jurisdiction for the
appropriate relief. Any such resulting appointment shall be binding upon all of
the parties hereto.

                  Upon acknowledgment by any successor escrow agent of the
receipt of the then remaining balance of the Escrow, the Escrow Agent shall be
fully released and relieved of all duties, responsibilities, and obligations
under this Agreement.

                  6. Notices. Any notice, request, demand, or other
communication permitted or required to be given pursuant to this Agreement shall
be in writing and shall be deemed to have been properly given if delivered in
person one day after being sent via reputable national overnight courier to the
following address:

                                      -2-

                  If to the Company:

                  Bentley Systems, Incorporated
                  685 Stockton Drive
                  Exton, PA 19341-1136
                  Telephone No.: (610) 458-5000
                  Telecopy No.:  (610) 458-1060
                  Attention:  General Counsel

                  with a copy to:

                  Drinker Biddle & Reath LLP
                  1000 Westlakes Drive
                  Suite 300
                  Berwyn, PA 19312
                  Attention:  Walter J. Mostek, Jr., Esquire
                  Telephone No.: 610-993-2200
                  Telecopy No.:  610-993-8585

                  If to the Purchaser:

                  Bachow Investment Partners III, L.P.
                  Bala Equity Partners, L.P., general partner
                  Bala Equity, Inc., general partner
                  3 Bala Plaza East, Suite 502
                  Bala Cynwyd, PA 19004
                  Attention:  Jay D. Seid, Managing Director
                  Telephone No.: (610) 660-4900
                  Telecopy No.:  (610) 550-4930

                  with a copy to:

                  Wolf, Block, Schorr and Solis-Cohen LLP
                  111 South 15th Street
                  Philadelphia, PA 19102
                  Attention:  Jason M. Shargel, Esquire
                  Telephone No:  (215) 977-2216
                  Telecopy No:   (215) 977-2334

                                      -3-

                  If to the Escrow Agent:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware 19890
                  Attention: Corporate Trust Custody
                  Telecopy No.: (302)427-4605

Any party included above may designate a different address by giving written
notice to the other parties to this Agreement in the manner provided in this
Section.

                  7. Governing Law; Transferability. This Agreement shall be
construed in accordance with, and governed by, the laws of the State of
Delaware, without giving effect to any choice of law principles that might
otherwise be applicable. For purposes of this Agreement, the parties hereto
agree to submit to the jurisdiction of the courts of the State of Delaware. This
Agreement shall inure to the benefit of and be binding upon the respective legal
representatives, and permitted successors and assigns of the parties hereto;
provided that no assignment may be made without the written consent of the other
parties.

                  8. Construction. This Agreement shall be construed without
regard to incidents of authorship or negotiation.

                  9. Amendments. This Agreement may not be amended or
supplemented and no provision hereof may be modified or waived except by an
instrument in writing signed by all parties hereto.

                  10. Entire Agreement. As between the Company and the
Purchaser, the Stock Purchase Agreement, the Exhibits and Schedules thereto, and
as between all parties, this Agreement contains the entire understanding of the
parties with respect to the subject matter of this Agreement. There are no
promises, representations, or other undertakings among the parties to this
Agreement with respect to its subject matter other than those expressly set
forth in the Stock Purchase Agreement and this Agreement.

                  11. Counterparts. This Agreement may be executed in multiple
counterparts and by the different parties on separate counterparts. Any
presentation of proof of this Agreement shall be sufficient if the counterpart
executed by the party against whom such proof is offered shall be presented as
evidence.

                                      -4-

                  IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.

                  COMPANY:

                  BENTLEY SYSTEMS, INCORPORATED

                  By:  /s/ Gregory S. Bentley
                     --------------------------------------------
                  Name:  Gregory S. Bentley
                       ------------------------------------------
                  Title:  President
                        -----------------------------------------

                  Address:     690 Pennsylvania Drive
                               Exton, PA 19341-1136
                  Telephone:   (610) 458-5000
                  Facsimile:   (610) 458-1060

                  PURCHASER:

                  BACHOW INVESTMENT PARTNERS III, L.P.
                  By:  Bala Equity Partners, LP., general partner
                  By:  Bala Equity, Inc., general partner

                  By: /s/ Jay D. Seid
                      -------------------------------------------
                  Name:  Jay D. Seid
                       ------------------------------------------
                  Title:  Vice President
                        -----------------------------------------

                  Address:     3 Bala Plaza East, Suite 502
                               Bala Cynwyd, PA  19004
                  Attention:   Jay D. Seid, Managing Director
                  Telephone:   (610) 660-4900
                  Facsimile:   (610) 550-4930

                  ESCROW AGENT:

                  WILMINGTON TRUST COMPANY

                  By:  /s/ David P. Fontello
                     --------------------------------------------
                  Name:   David P. Fontello
                       ------------------------------------------
                  Title:  Vice President
                        -----------------------------------------

                                      -5-

        EXHIBIT A: RULES GOVERNING DISTRIBUTION OF SHARES HELD IN ESCROW

The Class B Common Stock in escrows A1, A2, B1 and B2 will be divided between
the Investor and the Pre-Closing Shareholders and distributed at the time and
based on the methodology described below:

1)       COMPANY IS NEITHER SOLD NOR OUT OF AN IPO LOCKUP BEFORE FOUR YEAR
         ANNIVERSARY OF CLOSING

         a)       Escrow A1, A2, B1 and B2 distributed to Investor upon
                  conversion of Preferred or waiver of Redemption Right as
                  provided in the Escrow Agreement. Upon redemption of
                  Preferred, the escrow is distributed to Pre-Closing
                  Shareholders.

2)       COMPANY IS OUT OF IPO LOCKUP BEFORE FOUR YEAR ANNIVERSARY OF CLOSING

         a)       During any full quarter that is (i) after the end of the
                  underwriter-imposed lockup period and (ii) before or ending at
                  the end of year 4, the Pre-Closing Shareholders can earn back
                  Escrow A1 and/or Escrow B1 by having the "Deemed Market Cap"
                  for the Company exceed the relevant thresholds shown in
                  columns 1 and 3 on the attached Exhibit C (the Deemed Market
                  Cap is computed by averaging the closing price per share of
                  the Company for all trading days during the quarter (but
                  eliminating the 5 highest and 5 lowest closing prices before
                  averaging), and multiplying such averaged price per share by
                  28,546,662 shares, plus the number of shares issued in the
                  Company's public offering(s)). Shares earned back shall be
                  released from Escrow and distributed to the Pre-Closing
                  Shareholders immediately following the quarter when earned.

         b)       During any full quarter that is (i) after the end of the
                  underwriter-imposed lockup period and (ii) before or ending at
                  the end of year 4, the Pre-Closing Shareholders can earn back
                  Escrow A2 and/or Escrow B2 by having the Deemed Market Cap for
                  the Company exceed the relevant thresholds shown in columns 2
                  and 4 on the attached Exhibit C. Shares earned back shall be
                  released from Escrow and distributed to the Pre-Closing
                  Shareholders immediately following the quarter when earned.

         c)       At the end of year 4, the remaining "Escrow Shares", if any,
                  will be distributed as follows:

                  i)       Define "Escrow Shares" as the total number of
                           shares, if any, remaining in Escrows A1, A2, B1 and
                           B2 four years after Closing.

                  ii)      Define "#EscrowsLeft" based on the following
                           formula:

                                          EscrowShares
                          # EscrowsLeft = ------------
                                           1,085,514

                  iii)     Define "MktCap" as the average closing market
                           capitalization of the company during the 60 trading
                           days leading up to the end of year 4, but eliminating
                           the 5 highest and 5 lowest market caps before
                           averaging.

                  iv)      Define "TFS" as the fully diluted company shares
                           outstanding at end of Year 4.

                  v)       Number of shares from escrow distributed to Investor
                           is:

                                          
                                                     DeemedMktCap - $500m         1,552,450
        $60m + ($3.75m X (#EscrowsLeft) X Min( Max( --------------------,0),1))-(--------- X MktCap)
                                                            $800m                    TFS
Max[Min[-------------------------------------------------------------------------------------------- ,1],0] X EscrowShares
                                      EscrowShares
                                      ------------ X MktCap
                                          TFS

                  vi)      Escrowed shares not released to the Investor are
                           released pro-rata among remaining pre-Closing
                           shareholders in the proportion that they still own
                           pre-closing shares.

3)       COMPANY IS SOLD WITHIN FOUR YEARS.

         a)       At the time of sale, the company's original shareholders can
                  earn back Escrows A1, A2, B1 and/or B2 by having (the sale
                  price multiplied by 28,546,662 plus shares issued in the
                  Company's public offering(s), if any, and divided by the total
                  fully-diluted shares outstanding on the date of sale (the
                  "Deemed Sales Price")) exceed the relevant thresholds shown in
                  columns 5 and 6 on the attached Exhibit C.

         b)       Define "Escrow Shares" as the total number of shares remaining
                  in Escrows A1, A2, B1, and B2 on the date of sale (after the
                  effect of 3(a), above).

         c)       Define "#EscrowsLeft" based on the following formula:

                                         EscrowShares
                       #EscrowsLeft = -----------------
                                          1,085,514

         d)       Define "MktCap" as the sale price of the Company.

         e)       Define "TFS" as the total fully diluted company shares
                  outstanding on the date of sale.

         f)       Define "CappedReturn" as follows depending when a sale
                  transaction closes:

- -------------------------------------------------------------------------------------------------------
                              IF A SALE CLOSES ...
- ---------------------------------------------------------------     THE "CAPPED RETURN" IS EQUAL TO:
ON OR AFTER ...                   AND BEFORE ...
- -------------------------------------------------------------------------------------------------------
                                                              
                                                                            DaysSinceC1osing
Closing                           1 year anniversary of Closing     2.00+ ( ---------------- X 0.50)
                                                                                  365
- -------------------------------------------------------------------------------------------------------
                                                                            DaysSince1YearAnniv
1 year anniversary of Closing     2 year anniversary of Closing     2.50+ ( ------------------- X 0.25)
                                                                                     365
- -------------------------------------------------------------------------------------------------------
                                                                            DaysSince2YearAnniv
2 year anniversary of Closing     3 year anniversary of Closing    2.75+ ( ------------------- X 0.25)
                                                                                    365
- -------------------------------------------------------------------------------------------------------
3 year anniversary of Closing     Anytime Later                     No Capped Return

         g)       Number of shares from escrow distributed to Investor is:

       
                                                  Deemed
                                                  Sales
                                                  Price-$500m                            1,552,450
          Min($60m+($3.75mX(#EscrowsLeft)XMin(Max(-----------,0),1)),$15mXCappedReturn)-(---------XMktCap)
                                                     $800m                                  TFS
Max[ Min[ ----------------------------------------------------------------------------------------------- ,1] ,0] X EscrowShares
                                                EscrowShares
                                                ------------XMktCap
                                                    TFS

         h)       Escrowed shares not released to the Investor are released
                  pro-rata among remaining pre-Closing shareholders in the
                  proportion that they still own pre-Closing shares.

4)       OTHER DEFINITIONS USED IN THIS EXHIBIT

         a)       Min(a,b,...) is defined as a function which returns the
                  minimum value of any of its supplied parameters. For example,
                  Min(1,5,-3) is -3, and Min(2,16,4) is 2.

         b)       Max(a,b,...) is defined as a function which returns the
                  maximum value of any of its supplied parameters. For example,
                  Max(1,5,-3) is 5, and Max(2,l6,4) is 16.

         c)       Escrows A1, A2, B1, and B2 each contain 542,757 shares of
                  Class B Common Stock at Closing.

                       EXHIBIT B: EXAMPLE OF CALCULATION

Example Scenario Assumptions

- -  Company has completed an IPO and is out of an IPO lock-up before the
   four-year anniversary of closing.

- -  Company has reached a "Deemed Market Cap" of $700 million in the sixteenth
   quarter which Deemed Market Cap is higher than any prior quarter, such that
   none of the threshold levels for escrow release in Exhibit C were previously
   achieved.

- -  Market Cap = $750,000,000

- -  TFS = Total Fully-Diluted Shares = 28,546,662

Results

- -  Shares held in escrows A1 & A2 (1,085,514 shares total) are earned back by
   the Pre-Closing Shareholders (and therefore immediately released from Escrow
   to the Pre-Closing Shareholders), but not escrows B1 & B2.

- -  Escrow Shares = 1,085,514

- -  Escrows Left = 1

- -  Therefore, escrow shares distributed to the Investor at the end of year four:

  

          (   (       (                               (   (DeemedMktCap - $500m  )  )) (1,552,450        )  )  )
          (   ($60m + ($3.75m x (# EscrowsLeft) x Min (Max(--------------------,0),1))-(---------x MktCap)  )  )
          (   (       (                               (   (       $800m          )  )) (   TFS           )  )  )
      Max (Min(-------------------------------------------------------------------------------------------,1),0) x EscrowShares
          (   (                                EscrowShares                                                 )  )
          (   (                                ------------x MktCap                                         )  )
          (   (                                    TFS                                                      )  )

                    (   (       (                 (   ($700m - $500m  )  )) ( 1,552,450       )        )  )
                    (   ($60m + ($3.75m x 1 x Min (Max(-------------,0),1))-(----------x $750m)        )  )
                    (   (       (                 (   (    $800m      )  )) (28,546,662       )        )  )
                Max (Min(----------------------------------------------------------------------------,1),0) x 1,085,514
                    (   (                                 1,085,514                                    )  )
                    (   (                                ------------x $750m                           )  )
                    (   (                                28,546,662                                    )  )

                           (   ($60m + ($3.75m x Min(Max(0.25,0),1)) - (0.054383 x $750m)  )  )
                        Max(Min(---------------------------------------------------------,1),0) x 1,085,514
                           (   (                   0.038026 x $750m                        )  )

                                   (   ($60m + ($3.75m x 0.25) - ($40,787,168)  )  )
                                Max(Min(--------------------------------------,1),0) x 1,085,514
                                   (   (             $28,519,464                )  )

                                              (   ($20,150,332  )  )
                                           Max(Min(-----------,1),0) x 1,085,514
                                              (   ($28,519,464  )  )

                                                0.706547 x 1,085,514 = 766,966

and the remaining 318,548 escrow shares are distributed to the Pre-Closing
Shareholders.

    EXHIBIT C: Thresholds For Release of Escrows to Pre-Closing Shareholders

                       1        2          3         4            5                   6
                    ---------------------------------------------------------------------------
                    While the company is publicly-traded,   At the time of a sale, sale price
                       market cap must exceed ...                must exceed ...
                    ---------------------------------------------------------------------------
Quarter After       Escrow    Escrow    Escrow    Escrow    Escrows A1 & A2     Escrows B1 & B2
  Closing             A1        A2        B1        B2
- -----------------------------------------------------------------------------------------------
                                                              
     1              $495      $593      $702      $842           $344                $488

     2              $495      $593      $702      $842           $360                $511

     3              $495      $593      $702      $842           $377                $535

     4              $495      $593      $702      $842           $394                $560

     5              $495      $593      $702      $842           $412                $586

     6              $495      $593      $702      $842           $432                $613

     7              $495      $593      $702      $842           $452                $641

     8              $495      $593      $702      $842           $473                $671

     9              $495      $593      $702      $842           $495                $702

    10              $518      $593      $735      $842           $518                $735

    11              $542      $593      $769      $842           $542                $769

    12              $567      $593      $805      $842           $567                $805

    13              $593      $593      $842      $842           $593                $842

    14              $621      $621      $882      $882           $621                $882

    15              $650      $650      $923      $923           $650                $923

    16              $680      $680      $965      $965           $680                $965

     Note: All dollar amounts shown in millions.

                                                                   Exhibit 10.8

                          BENTLEY SYSTEMS, INCORPORATED

                             1995 STOCK OPTION PLAN

                (AS AMENDED AND RESTATED EFFECTIVE MARCH 4, 1996)

                                Table of Contents

                                                                               Page
                                                                               ----
                                                                         
1.       Purpose.............................................................     1

2.       Administration......................................................     1

3.       Eligibility.........................................................     2

4.       Stock...............................................................     3

5.       Granting of Options.................................................     3

6.       Terms and Conditions of Options.....................................     4

7.       Option Agreements -- Other Provisions...............................    11

8.       Capital Adjustments.................................................    12

9.       Amendment or Discontinuance of the Plan.............................    13

10.      Absence of Rights...................................................    14

11.      Indemnification of Board and Committee..............................    14

12.      Company's Right of First Refusal and Right to Repurchase Common
         Stock; Proxy or Voting Agreement....................................    15

13.      Application of Funds................................................    17

14.      No Obligation to Exercise Option....................................    17

15.      Termination of Plan.................................................    17

16.      Governing Law.......................................................    18

                          BENTLEY SYSTEMS, INCORPORATED

                             1995 STOCK OPTION PLAN

                (AS AMENDED AND RESTATED EFFECTIVE MARCH 4, 1996)

                  WHEREAS, Bentley Systems, Incorporated, a Delaware corporation
(the "Company") desires to amend and restate the Bentley Systems, Incorporated
1995 Stock Option Plan (the "Plan");

                  NOW, THEREFORE, effective as of March 4, 1996, the Plan is
hereby amended and restated as follows:

         1. Purpose. The Plan is intended to provide a means whereby the Company
may, through the grant of stock options (the "Options") to officers and other
key employees of the Company and its Subsidiaries ("Key Employees"), attract and
retain such Key Employees and motivate them to exercise their best efforts on
behalf of the Company and of its Subsidiaries. Any Option granted under the Plan
is intended to be a nonqualified stock option (i.e., an option which does not
qualify as an incentive stock option within the meaning of section 422 of the
Internal Revenue Code of 1986, as amended (the "Code")).

                  For purposes of the Plan, a "Subsidiary" shall mean a
"subsidiary corporation" of the Company, as defined in section 424(f) of the
Code. Further "Stockholders' Agreement" shall mean that Stockholders' Agreement,
dated June 11, 1987, entered into by (a) the Company, (b) its corporate
stockholders at that time -- Intergraph Corporations and Tensor Technology,
Inc., and (c) four of its individual stockholders -- Barry J. Bentley, Keith A.
Bentley, Richard P. Bentley, and Raymond B. Bentley, as it may be amended from
time to time.

         2. Administration. Where authorized by the Company's Board of
Directors, the Plan shall be administered by the Company's Stock Option
Committee (the "Committee"), consisting of at least two directors of the Company
who shall be appointed by, and shall serve at the pleasure of, the Company's
Board of Directors (the "Board"). Where the Board has not authorized a Committee
to administer the Plan, the Plan shall be administered by the Board (and all
references in this Plan to the "Committee" shall be

construed as referring to the "Board"). Each member of the Committee, while
serving as such, shall be deemed to be acting in his capacity as a director of
the Company. Except as permitted under section 16(b) of the Securities Exchange
Act of 1934 (the "Exchange Act") and the rules and regulations thereunder, on
and after the date the Company completes a public offering of its Common Stock
under the Securities Exchange Act of 1933 (the "Public Offering Date") no member
of the Committee shall have been granted Options pursuant to the Plan or options
or equity securities (within the meaning of Rule 16a-1(d) under the Exchange
Act) pursuant to any other plan of the Company or of any of its affiliates, as
defined in or under the Exchange Act, at any time during the period commencing
with the date which is one year prior to the date the member's service on the
Committee began and ending on the date which is one day after the date on which
the member's service on the Committee ceased.

                  The Committee shall have full authority, subject to the terms
of the Plan, to select the Key Employees to be granted Options under the Plan,
to grant Options on behalf of the Company, and to set the date of grant and the
other terms of such Options. The Committee also shall have the authority to
establish such rules and regulations, not inconsistent with the provisions of
the Plan, for the proper administration of the Plan, to amend, modify, or
rescind any such rules and regulations, and to make such determinations and
interpretations under or in connection with the Plan, as it deems necessary or
advisable. All such rules, regulations, determinations, and interpretations
shall be binding and conclusive upon the Company, its stockholders and all
employees, and upon their respective legal representatives, beneficiaries,
successors, and assigns, and upon all other persons claiming under or through
any of them.

                  No member of the Board or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
Option granted under it.

         3. Eligibility. The class of employees who shall be eligible to receive
Options under the Plan shall be the Key Employees, including any

                                      -2-

directors who also are officers or key employees of the Company and/or of a
Subsidiary, but excluding the following individuals: Barry J. Bentley, Gregory
Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley. More than
one Option may be granted to a Key Employee under the Plan.

         4. Stock. Options may be granted under the Plan to purchase up to a
maximum of 500 shares of the Company's $.01 par value common stock ("Common
Stock"), subject to adjustment as hereinafter provided. Shares issuable under
the Plan may be authorized but unissued shares or reacquired shares, and the
Company may purchase shares required for this purpose, from time to time, if it
deems such purchase to be advisable. Options may be granted to purchase full
and/or fractional shares; accordingly, full and fractional shares are issuable
under the Plan. If any Option granted under the Plan expires or otherwise
terminates for any reason whatever (including, without limitation, the Key
Employee's surrender thereof) without having been exercised, the full and
fractional shares subject to the unexercised portion of the Option shall
continue to be available for the granting of Options under the Plan as fully as
if the shares had never been subject to an Option.

         5. Granting of Options. From time to time until the expiration or
earlier suspension or discontinuance of the Plan, the Committee may, on behalf
of the Company, grant to Key Employees under the Plan such Options as it
determines are warranted. In making any determination as to whether a Key
Employee shall be granted an Option and as to the number of shares to be covered
by the Option, the Committee shall take into account the duties of the Key
Employee, his present and potential contributions to the success of the Company
or a Subsidiary, the tax implications to the Company and the Key Employee of any
Options granted, and such other factors as the Committee shall deem relevant in
accomplishing the purposes of the Plan. Moreover, the Committee may provide in
the Option that said Option may be exercised only if certain conditions, as
determined by the Committee, are fulfilled.

         6. Terms and Conditions of Options. The Options granted pursuant to

                                      -3-

the Plan shall include expressly or by reference the following terms and
conditions, as well as such other provisions not inconsistent with the
provisions of this Plan, as the Committee shall deem desirable --

                  (a) Number of Shares. The Option shall state the number of
shares to which the Option pertains.

                  (b) Price. The Option shall state the Option price which shall
be determined and fixed by the Committee in its discretion but, except as
provided in paragraph (e) below, shall not be less than the higher of 75 percent
of the fair market value of the optioned shares of Common Stock on the date the
Option is granted, or the par value thereof.

                  The fair market value of the optioned shares of Common Stock
shall be arrived at by a good faith determination of the Committee and shall
be --

                           (1) the mean between the highest and lowest quoted
selling price, if there is a market for, and sales of, the Common Stock on a
registered securities exchange or on an over-the-counter market, on the date of
grant;

                           (2) the weighted average of the means between the
highest and lowest sales on the nearest date before and the nearest date after
the date of grant, if there are no sales on the date of grant but there are
sales on dates within a reasonable period both before and after the date of
grant;

                           (3) the mean between the bid and asked prices, as
reported by the National Quotation Bureau on the date of grant, if actual sales
are not available during a reasonable period beginning before and ending after
the date of grant; or

                           (4) if subparagraphs (1) through (3) are not
applicable, such other method of determining fair market value as shall be
authorized by the Code, or the rules or regulations thereunder, and adopted by
the Committee.

Where the fair market value of the optioned shares of Common Stock is determined
under subparagraph (2) above, the average of the means between the highest and
lowest sales on the nearest date before and the nearest date after the date of
grant is to be weighted inversely by the respective numbers of

                                      -4-

trading days between the selling dates and the date of grant (i.e., the
valuation date), in accordance with Treas. Reg. Section 20.2031-2(b)(1).

                  (c) Term. Subject to earlier termination as provided in
paragraphs (f), (g), and (h) below and in Section 8 hereof, the term of each
Option shall be not more than ten years from the date of grant.

                  (d) Exercise. Options shall be exercisable in such
installments and on such dates, not earlier than six months after the date of
grant, as the Committee may specify. Notwithstanding the foregoing, Options
granted pursuant to paragraph (e) below shall be exercisable in accordance with
the terms of paragraph (e). The Committee may accelerate the exercise date of
any outstanding Options (including, without limitation, the six-month exercise
date referred to above), in its discretion, if it deems such acceleration to be
desirable. Any exercisable Options may be exercised at any time up to the
expiration or termination of the Option. Exercisable Options may be exercised,
in whole or in part and from time to time, by giving written notice of exercise
to the Company at its principal office, specifying the number of full and/or
fractional shares to be purchased and accompanied by payment in full of the
aggregate Option price for such shares.

                  The Option price shall be payable --

                           (1) in cash or its equivalent;

                           (2) in the discretion of the Committee, in shares of
Common Stock previously acquired by the Key Employee; provided that such shares
have been held by the Key Employee for a period of more than one year on the
date of exercise; or

                           (3) in the discretion of the Committee, in any
combination of subparagraphs (1) and (2) above.

                  In the event the Option price is paid, in whole or in part,
with shares of Common Stock, the portion of the Option price so paid shall be
equal to the "fair market value" on the date of exercise of the Option, as such
"fair market value" is determined in paragraph (b) above, of the Common Stock so
surrendered in payment of the Option price.

                                      -5-

                  (e) Options in Substitution of SAR Shares or Settlement
Amount.

                           (1) Payment of Settlement Amount. Effective with the
Company's adoption of the Bentley Systems, Incorporated 1995 Stock Appreciation
Rights Plan (the "SAR Plan") on August 7, 1995 and notwithstanding any other
provision of this Plan, after the termination or expiration of the Stockholders'
Agreement, the Committee may grant Options in payment of all or any portion of a
Settlement Amount. Such Options shall have an aggregate exercise price on the
Settlement Date equal to the aggregate value of the SAR Shares on the date the
SAR Share Award was granted; shall have a term of not less than one nor more
than five years; and shall be granted in the ratio of an Option for one share of
Common Stock for every 2,000 SAR Shares being paid with Options. The Options
shall be exercisable at any time during their term and shall otherwise be
subject to all of the terms and conditions of this Plan. As used herein, the
terms "Settlement Amount," "Settlement Date," "SAR Shares," and "Award" shall
all have the same meanings as such terms under the SAR Plan.

                           (2) Substitution for SAR Shares. At any time after
the termination or expiration of the Stockholders' Agreement, Options subject to
all of the terms and conditions of this Plan may be granted in place of SAR
Shares awarded under the SAR Plan, in the ratio of an Option for one share of
Common Stock for each 2,000 SAR Shares. In the event an Option is substituted
for SAR Shares, the aggregate exercise price of such Option shall equal the
aggregate value, on the date such SAR Shares were awarded, of the SAR Shares for
which the Option is substituted, and the term of such Option shall be not less
than one nor more than five years. The Key Employee shall be immediately vested
in the Option to the same extent that he was vested in the SAR Shares for which
the Option is substituted and shall continue to vest in the Option at the same
rate that he would have vested in the SAR Shares for which the Option is
substituted. Any SAR Shares for which an Option is substituted shall be
cancelled as of the date of the substitution.

                  (f) Termination of Employment. If a Key Employee's employment
by the

                                      -6-

Company (and Subsidiaries) is terminated by either party prior to the expiration
date fixed for his Option for any reason other than death or disability, such
Option may be exercised, to the extent of the number of shares with respect to
which the Key Employee could have exercised it on the date of such termination,
or to any greater extent permitted by the Committee, by the Key Employee at any
time prior to the earlier of (i) the expiration date specified in such Option;
or (ii) (A) in the case of the Key Employee's voluntary termination or in the
case of a termination for Cause, the date of such termination of employment or
(B) otherwise, 90 days after such termination of employment. For this purpose,
"Cause" shall mean (i) the Key Employee's failure to perform the duties of his
position, provided such failure has a material, adverse effect on the Company or
any Subsidiary; (ii) the Key Employee's misappropriation of any assets of the
Company or any Subsidiary; (iii) the Key Employee's drunkenness or misuse of
drugs while performing services for the Company or any Subsidiary; or (iv) the
Key Employee's being convicted of a misdemeanor, the penalty for which is
imprisonment for more than one year, or a felony.

                  (g) Exercise upon Disability of Key Employee. If a Key
Employee becomes disabled (within the meaning of section 22(e)(3) of the Code)
during his employment and, prior to the expiration date fixed for his Option,
his employment is terminated as a consequence of such disability, such Option
may be exercised, to the extent of the number of shares with respect to which
the Key Employee could have exercised it on the date of such termination, or to
any greater extent permitted by the Committee, by the Key Employee at any time
prior to the earlier of (i) the expiration date specified in such Option, or
(ii) one year after such termination of employment. In the event of the Key
Employee's legal disability, such Option may be so exercised by the Key
Employee's legal representative.

                  (h) Exercise upon Death of Key Employee. If a Key Employee
dies during his employment, and prior to the expiration date fixed for his
Option, or if a Key Employee whose employment is terminated for any reason, dies

                                      -7-

following his termination of employment but prior to the earlier of (i) the
expiration date fixed for his Option, or (ii) the expiration of the period
determined under paragraphs (f) and (g) above such Option may be exercised, to
the extent of the number of shares with respect to which the Key Employee could
have exercised it on the date of his death, or to any greater extent permitted
by the Committee, by the Key Employee's estate, personal representative or
beneficiary who acquired the right to exercise such Option by bequest or
inheritance or by reason of the death of the Key Employee. Such post-death
exercise may occur at any time prior to the earlier of (i) the expiration date
specified in such Option or (ii) an accelerated termination date determined by
the Committee, in its discretion; except that, subject to Section 8 hereof, such
accelerated termination date shall not be earlier than one year, nor later than
three years, after the date of death.

                  (i) Exercise Upon Change in Control. Notwithstanding any other
provision of this Plan, all outstanding Options shall become fully vested and
exercisable upon a Change in Control. In the event of a Change in Control in
which outstanding Options are not assumed by the surviving entity, the Committee
shall terminate all outstanding Options on at least seven days' notice. Any such
Option which is to be so terminated may be exercised up to, and including the
date immediately preceding such termination. With respect to any such Option
which is to be so terminated but which is not exercised prior to its
termination, the Committee shall cause the Company to pay to each Key Employee
an amount in cash with respect to each full and/or fractional share of Common
Stock to which his unexercised Option pertains. Such cash amount shall be equal
to the difference between the Option price and the fair market value, as
determined by the Committee in accordance with paragraph (b) above, of the full
and fractional shares of Common Stock to which the Key Employee's unexercised
Option pertains.

                           (1) Except as provided in subparagraph (2) below,
"Change in Control" shall be deemed to have taken place if:

                                    (A) any person, including a group but
excluding the

                                      -8-

Company or any stockholder of the Company as of March 4, 1996, becomes the
beneficial owner of shares of the Company having 50 percent or more of the total
number of votes that may be cast for the election of directors of the Company;

                                    (B) there occurs any cash tender or exchange
offer for shares of the Company, merger or other business combination, or sale
of assets, or any combination of the foregoing transactions, and as a result of
or in connection with any such event persons who were directors of the Company
before the event shall cease to constitute a majority of the board of directors
of the Company or any successor to the Company; or

                                    (C) during any period of two consecutive
calendar years beginning after the date of the initial public offering of the
Common Stock, members of the Incumbent Board cease for any reason to constitute
a majority of the Board; for this purpose, the "Incumbent Board" shall consist
of the individuals who at the beginning of such period constitute the entire
Board and any new director -- other than a director (i) designated or nominated
by, or affiliated with, a person who has entered into an agreement with the
Company to effect a transaction described in (B) above, or (ii) who initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 under the Exchange Act) or other actual or
threatened solicitation of proxies or contests by or on behalf of a person other
than the Board (a "Proxy Contest"), including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest -- whose
election by the Board or nomination for election by the stockholders of the
Company was approved by a vote of at least 2/3rds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved.

                           (2) Notwithstanding subparagraph (1) above, if any of
the events listed in subparagraph (1) above occurs solely as a consequence of
the sale by Intergraph Corporation of all or a portion of its interest in the

                                      -9-

Company, such event shall not constitute a Change in Control.

                           (3) As used in subparagraphs (1) and (2) above, the
terms "person" and "beneficial owner" have the same meanings as such terms under
section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder.

                  (j) Non-Transferability. No Option shall be assignable or
transferable by the Key Employee other than by will or by the laws of descent
and distribution, and during the lifetime of the Key Employee, the Option shall
be exercisable only by him or by his guardian or legal representative. If the
Key Employee is married at the time of exercise and if the Key Employee so
requests at the time of exercise, the certificate or certificates shall be
registered in the name of the Key Employee and the Key Employee's spouse,
jointly, with right of survivorship.

                  (k) Rights as a Stockholder. A Key Employee shall have no
rights as a stockholder with respect to any shares covered by his Option until
the issuance of a stock certificate to him for such shares.

                  (l) Listing and Registration of Shares. Each Option shall be
subject to the requirement that, if at any time the Committee shall determine,
in its discretion, that the listing, registration, or qualification of the
shares of Common Stock covered thereby upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
granting of such Option or the purchase of shares of Common Stock thereunder, or
that action by the Company or by the Key Employee should be taken in order to
obtain an exemption from any such requirement, no such Option may be exercised,
in whole or in part, unless and until such listing, registration, qualification,
consent, approval, or action shall have been effected, obtained, or taken under
conditions acceptable to the Committee. Without limiting the generality of the
foregoing, each Key Employee or his legal representative or beneficiary may also
be required to give satisfactory assurance that shares purchased upon exercise
of an Option are being purchased

                                      -10-

for investment and not with a view to distribution, and certificates
representing such shares may be legended accordingly.

                  (m) Withholding and Use of Shares to Satisfy Tax Obligations.
The obligation of the Company to deliver shares of Common Stock upon the
exercise of any Option (or cash in lieu thereof) shall be subject to any
applicable federal, state or local tax withholding requirements.

                  If the exercise of any Option is subject to the withholding
requirements of applicable federal tax law, the Committee, in its discretion,
may permit the Key Employee to satisfy the minimum federal withholding tax, in
whole or in part, by electing to have the Company withhold shares of Common
Stock subject to the exercise (or by returning previously acquired shares of
Common Stock to the Company). The Company may not withhold shares in excess of
the number necessary to satisfy the minimum federal tax withholding
requirements. Shares of Common Stock shall be valued, for purposes of this
paragraph, at their fair market value on the date the amount attributable to the
exercise of the Option is includable in income by the Key Employee under section
83 of the Code (the "Determination Date").

                  If shares of Common Stock acquired by the exercise of an
option under this Plan or a similar plan are used to satisfy such withholding
requirement, such shares must have been held by the Key Employee for more than
one year on the Determination Date.

         7. Option Agreements -- Other Provisions. Options granted under the
Plan shall be evidenced by written documents ("Option Agreements") in such form
as the Committee shall from time to time approve, and containing such provisions
not inconsistent with the provisions of the Plan, as the Committee shall deem
advisable. Each Key Employee shall enter into, and be bound by, an Option
Agreement.

                                      -11-

         8. Capital Adjustments. The number of shares which may be issued under
the Plan, as stated in Section 4 hereof, the ratio of shares to SAR Shares
stated in Section 6(e) and Section 12(c) hereof, and the number of shares
issuable upon exercise of outstanding Options under the Plan (as well as the
Option price per share under such outstanding Options), shall be adjusted to
reflect any stock dividend, stock split, share combination, or similar change in
the capitalization of the Company. In the event any such change in
capitalization cannot be reflected in a straight mathematical adjustment of the
ratio of shares to SAR Shares or the number of shares issuable upon the exercise
of outstanding Options (and a straight mathematical adjustment of the exercise
price thereof), the Committee shall make such adjustments as are appropriate to
reflect most nearly such straight mathematical adjustment. Such adjustments
shall be made only as necessary to maintain the proportionate interest of Key
Employees, and preserve, without exceeding, the value of SAR Shares and Options.

                  In the event of any recapitalization, merger, consolidation,
exchange of shares, sale of all or substantially all of the assets of the
Company, split-up, split-off, spin-off, liquidation, or any distribution to
holders of Common Stock other than stock dividends or cash dividends, the
Committee shall, in its sole and absolute discretion, have the right to make
appropriate adjustments to the ratio of shares to SAR Shares stated in Section
6(e) and Section 12(c) hereof.

                  In the event of a corporate transaction such as a merger or
consolidation, acquisition of property or stock, reorganization, or liquidation
in which the Company is not the surviving corporation, each outstanding Option
shall be assumed by the surviving or successor corporation. In the event of a
proposed corporate transaction in which each outstanding Option is not assumed
by the surviving or successor corporation, the Committee shall terminate all the
outstanding Options upon at least seven days' notice. Any such Option which is
to be so terminated may be exercised (if and only to the extent that it is then
exercisable) up to, and including the date immediately preceding

                                      -12-

such termination. With respect to any such Option which is to be so terminated
but which is not exercised prior to its termination, the Committee shall cause
the Company to pay to each Key Employee an amount in cash with respect to each
full and/or fractional share of Common Stock to which his unexercised terminated
Option was exercisable immediately before termination. Such cash amount shall be
equal to the difference between the Option price and the value, as determined by
the Committee, of the consideration to be received by the holders of shares of
Common Stock in connection with such transaction.

                  The Committee also may, in its discretion, change the terms of
any outstanding Option to reflect any such corporate transaction. Further, as
provided in Section 7(d) hereof the Committee, in its discretion, may
accelerate, in whole or in part, the date on which any or all Options become
exercisable.

         9. Amendment or Discontinuance of the Plan

                  (a) In General. The Board, pursuant to a written resolution,
from time to time may suspend or discontinue the Plan or amend it in any respect
whatsoever; except that, on or after the Public Offering Date (as defined in
Section 2 hereof), without the approval of the stockholders (given in the manner
set forth in paragraph (b) below) --

                           (1) any requirement as to eligibility for
participation in the Plan by directors and officers, within the meaning of Rule
16a-1(f) under the Exchange Act (hereinafter referred to as "Officers") shall
not be materially modified;

                           (2) the maximum number of shares of Common Stock with
respect to which Options may be granted to Officers shall not be materially
increased; and

                           (3) the benefits accruing to employees participating
in the Plan shall not be materially increased.

                  (b) Manner of Stockholder Approval. The approval of
stockholders must be by a majority of the outstanding shares of Common Stock

                                      -13-

present, or represented, and entitled to vote at a meeting duly held in
accordance with the applicable laws of the State of Delaware.

         10. Absence of Rights. Neither the adoption of the Plan nor any action
of the Board or the Committee shall be deemed to give any individual any right
to be granted an Option, or any other right hereunder, unless and until the
Committee shall have granted such individual an Option, and then his rights
shall be only such as are provided by the Option Agreement.

                  Any Option under the Plan shall not entitle the holder thereof
to any rights as a stockholder of the Company prior to the exercise of such
Option and the issuance of the shares pursuant thereto. Further, notwithstanding
any provisions of the Plan or the Option Agreement with a Key Employee, the
Company and any Subsidiary shall have the right, in its discretion but subject
to any employment contract entered into with the Key Employee, to retire the Key
Employee at any time pursuant to its retirement rules or otherwise to terminate
his employment at any time for any reason whatsoever.

         11. Indemnification of Board and Committee. Without limiting any other
rights of indemnification which they may have from the Company and any
Subsidiary, the members of the Board and the members of the Committee shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection with any claim, action, suit, or proceeding to which they or
any of them may be a party by reason of any action taken or failure to act
under, or in connection with, the Plan, or any Option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit, or proceeding, except a
judgment based upon a finding of willful misconduct or recklessness on their
part. Upon the making or institution of any such claim, action, suit, or
proceeding, the Board or Committee member shall notify the Company in writing,
giving the Company an opportunity, at its own expense, to handle and defend the
same before such Board or Committee member undertakes to handle it

                                      -14-

on his own behalf.

         12. Company's Right of First Refusal and Right to Repurchase Common
Stock; Proxy or Voting Agreement. Any shares of Common Stock issued pursuant to
the exercise of Options that were granted under this Plan, including Options
granted pursuant to Section 6(e) hereof, shall be subject to this Section 12
until the Public Offering Date. Common Stock certificates issued on behalf of a
Key Employee may include a legend setting forth restrictions on transfer and any
other legend required by the Committee.

                  (a) Proxy or Voting Agreement. The Committee may condition the
issuance of shares of Common Stock to a Key Employee or a Key Employee's
beneficiary on the Key Employee or beneficiary's entering into a proxy or voting
agreement with the Company with respect to such shares of Common Stock.

                  (b) Company's Right of First Refusal. Key Employees and
beneficiaries shall not sell or otherwise transfer, or pledge or otherwise
encumber (collectively, "Transfer"), whether voluntarily or by operation of law,
any shares of Common Stock except in accordance with the terms and conditions of
this paragraph (b). Any Transfer in violation of this paragraph (b) shall be
null and void and of no force and effect.

                  A Key Employee (or, if applicable, beneficiary) shall give the
Company not fewer than 15 calendar days prior written notice of any proposed
Transfer of shares of Common Stock to a third party (a "Transferee") (other than
a Transfer in the initial registered underwritten public offering of the Common
Stock), identifying the Transferee and the consideration, if any, to be paid for
the shares. If the Company objects to such proposed Transferee, it shall so
notify the Key Employee (or beneficiary). If the Key Employee (or beneficiary)
still desires to effect the Transfer to such Transferee, the Key Employee (or
beneficiary) shall so notify the Company, and the Company shall have the right,
exercisable by notice to the Key Employee (or beneficiary) within 15 calendar
days following its receipt of notice from the Key Employee (or beneficiary) of
the Key Employee's (or beneficiary's) continued intention to make the Transfer,
to repurchase the shares intended to be Transferred by

                                      -15-

the Key Employee (or beneficiary). The purchase price to be paid to the Key
Employee (or beneficiary) upon any such repurchase shall be a cash amount equal
to the cash consideration the Key Employee (or beneficiary) would have received
from the proposed Transferee upon such Transfer, or, if the proposed Transfer
was to be without consideration or for a consideration other than cash, the per
share purchase price to be paid to the Key Employee (or beneficiary) shall be
determined as described in Part C of this Article.

                  Closing with respect to the repurchase of such shares of
Common Stock shall take place at the Company's principal office not more than 30
calendar days following the later of (i) the date of the Company's notice of its
intention to repurchase the shares intended to be Transferred by the Key
Employee (or beneficiary) or (ii) the date on which the value of the shares has
been determined. The purchase price of such shares shall be paid in cash, by
check or by wire transfer.

                  (c) Company's Right to Repurchase Common Stock. Upon
termination of the Key Employee's employment with the Company and Subsidiaries
by reason of death, disability, voluntary resignation, or discharge for Cause
(as defined in Section 6(e) hereof), the Company shall have the right, but not
the obligation, to purchase all, or any whole number of shares less than all, of
the shares of Common Stock then owned by the Key Employee or the Key Employee's
beneficiary (the "Repurchase Right"). The per share purchase price of the shares
pursuant to the Repurchase Right, or pursuant to the last sentence of the second
paragraph of paragraph (b) above, shall be determined by dividing the Company's
fair market value (as determined in accordance with Exhibit A to the SAR Plan)
by the total number of outstanding shares of Common Stock and Common Stock
equivalents (i.e., the total number of SAR Shares divided by 2,000, and the
total number of shares subject to outstanding options), all determined at the
time described below. The Repurchase Right shall expire 45 calendar days after
the Key Employee's termination of employment with the Company, unless the
Company has given written notice to the Key Employee (or the Employee's
beneficiary) of its exercise of the

                                      -16-

Repurchase Right, prior to the expiration of such 45-day period.

                  For purposes hereof, both the Company's fair market value and
the total number of outstanding shares of Common Stock and Common Stock
equivalents shall be determined (i) in the case of an exercise of a Repurchase
Right under this paragraph (c), as of the date the Company gives the Key
Employee (or beneficiary) written notice of its exercise of the Repurchase
Right, or (ii) in the case of an exercise of a Repurchase Right in connection
with a proposed Transfer of Shares under paragraph (b) above, as of the date the
Company gives the Key Employee written notice of its exercise of such repurchase
right under paragraph (b). Such notice shall be deemed given as of the earlier
of the date it is personally delivered by the Company to the Key Employee or the
date it is mailed to the Key Employee's last known address by certified U.S.
mail, return receipt requested.

                  Closing with respect to any such repurchase of shares of
Common Stock by the Company pursuant to this paragraph (c) shall be held as
described in paragraph (b) above.

         13. Application of Funds. The proceeds received by the Company from the
sale of Common Stock pursuant to Options granted under the Plan shall be used
for general corporate purposes. Any cash received in payment for shares upon
exercise of an Option to purchase Common Stock shall be added to the general
funds of the Company and shall be used for its corporate purposes. Any Common
Stock received in payment for shares upon exercise of an Option to purchase
Common Stock shall become treasury stock.

         14. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon a Key Employee to exercise such Option.

         15. Termination of Plan. Unless earlier terminated as provided in the
Plan, the Plan and all authority granted hereunder shall terminate absolutely at
12:00 midnight on March 28, 2005, which date is within 10 years after the date
the Plan was adopted by the Board, and no Options hereunder shall be granted
thereafter. Nothing contained in this Section, however, shall terminate or
affect the continued existence of rights created under Options

                                      -17-

issued hereunder, and outstanding on the date set forth in the preceding
sentence, which by their terms extend beyond such date.

         16. Governing Law. The laws of the State of Delaware shall govern the
operation of, and the rights of Key Employees under, the Plan, and Options
granted thereunder.

                                      -18-

                                                                    EXHIBIT 10.9

                         BENTLEY SYSTEMS, INCORPORATED
                             1997 STOCK OPTION PLAN
                    (AS AMENDED EFFECTIVE FEBRUARY 17, 2000)

                               TABLE OF CONTENTS

- -   1.  Purpose

- -   2.  Administration

- -   3.  Eligibility

- -   4.  Stock

- -   5.  Granting of Options

- -   6.  Annual Limit

- -   7.  Terms and Conditions of Options

- -   8.  Option Agreements -- Other Provisions

- -   9.  Capital Adjustments

- -  10.  Amendment or Discontinuance of the Plan

- -  11.  Absence of Rights

- -  12.  Indemnification of Board and Committee

- -  13.  Company's Rights of First Refusal and Right to Repurchase Common Stock;
        Proxy or Voting Agreement

- -  14.  Application of Funds

- -  15.  No Obligation to Exercise Option

- -  16.  Shareholder Approval

- -  17.  Termination of Plan

- -  18.  Governing Law

                         BENTLEY SYSTEMS, INCORPORATED
                             1997 STOCK OPTION PLAN
                    (AS AMENDED EFFECTIVE FEBRUARY 17, 2000)

          WHEREAS, Bentley Systems, Incorporated, a Delaware corporation (the
"Company"), desires to award stock options to certain of its officers and other
key employees;

          NOW, THEREFORE, the Bentley Systems, Incorporated 1997 Stock Option
Plan is hereby adopted under the following terms and conditions:

1. PURPOSE. The Bentley Systems, Incorporated 1997 Stock Option Plan (the
"Plan") is intended to provide a means whereby the Company may, through the
grant of incentive stock options and nonqualified stock options (collectively,
the "Options") to officers and other key employees of the Company and its
Subsidiaries ("Key Employees"), attract and retain such Key Employees and
motivate them to exercise their best efforts on behalf of the Company and of
its Subsidiaries.

          For purposes of the Plan, a "Subsidiary" shall mean a "subsidiary
corporation" of the Company, as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the "Code"). Further, as used in the Plan,
(i) the term "ISO" shall mean an option which, at the time such option is
granted, qualifies as an incentive stock option within the meaning of Section
422 of the Code and is designated as an ISO in the "Option Agreement" (as
defined in Section 8 hereof); and (ii) the term "NQSO" shall mean an option
which, at the time such option is granted, does not qualify as an ISO, and is
designated as a nonqualified stock option in the Option Agreement (as defined
in Section 8 hereof).

2. ADMINISTRATION. Where authorized by the Company's Board of Directors (the
"Board"), the Plan shall be administered by the Company's Stock Option
Committee (the "Committee"), consisting of at least two directors of the
Company who shall be appointed by, and shall serve at the pleasure of, the
Board. The Board shall change the membership of the Committee, to the extent
necessary, so that on and after the date (the "Public Offering Date") the
Company first registers equity securities under Section 12 of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), the Committee shall
consist solely of not fewer than two "non-employee directors" (within the
meaning of Rule 16b-3(b)(3) under the Exchange Act, or any successor thereto)
of the Company who are also "outside directors" (within the meaning of Treas.
Reg. & sect; 1.162-27(e)(3), or any successor thereto) of the Company. Where
the Board has not authorized a Committee to administer the Plan or where the
Committee cannot be constituted to vote on the grant of an Option (for example,
because of state laws governing corporate self-dealing), the Plan shall be
administered by the entire Board (and all references in this Plan to the
"Committee" shall be construed as referring to the "Board"); provided, however,
that a member of the Board shall not participate in a vote approving the grant
of an Option to himself to the extent provided under the laws of the State of
Delaware governing corporate self-dealing. Each

member of the Committee, while serving as such, shall be deemed to be acting in
his capacity as a director of the Company.

     The Committee shall have full authority, subject to the terms of the Plan,
to select the Key Employees to be granted Options under the Plan, to grant
Options on behalf of the Company, and to set the date of grant and the other
terms of such Options. The Committee may correct any defect, supply any
omission, and reconcile any inconsistency in the Plan and in any Option granted
hereunder in the manner and to the extent it deems desirable. The Committee may
also, in its discretion, adjust the price of an Option, or cancel an Option and
grant a new Option to replace the cancelled Option; provided, that if the
Committee changes the price of an Option or replaces an Option, the resulting
Option shall be treated as a new Option granted on the date of such change or
replacement and shall comply with the terms of the Plan as such. The Committee
also shall have the authority to establish such rules and regulations, not
inconsistent with the provisions of the Plan, for the proper administration of
the Plan, to amend, modify, or rescind any such rules and regulations, and to
make such determinations and interpretations under or in connection with the
Plan, as it deems necessary or advisable. All such rules, regulations,
determinations, and interpretations shall be binding and conclusive upon the
Company, its stockholders and all employees, and upon their respective legal
representatives, beneficiaries, successors, and assigns, and upon all other
persons claiming under or through any of them.

     No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
under it.

3. ELIGIBILITY.  The class of employees who shall be eligible to receive
Options under the Plan shall be the Key Employees, including any directors who
also are officers or key employees of the Company and/or of a Subsidiary. More
than one Option may be granted to a Key Employee under the Plan.

4. STOCK.  Options may be granted under the Plan to purchase up to a maximum of
3,800,000 shares of the Company's $.01 par value Class B (non-voting) common
stock ("Common Stock"); provided, however, that on and after the Public
Offering Date (as defined in Section 2 hereof), no Key Employee shall receive
Options under the Plan in any calendar year for more than 75,000 shares of the
Company's Common Stock. However, both the limits in the preceding sentence
shall be subject to adjustment as hereinafter provided. Shares issuable under
the Plan may be authorized but unissued shares or reacquired shares, and the
Company may purchase shares required for this purpose, from time to time, if it
deems such purchase to be advisable.

     If any Option granted under the Plan expires, or if any such Option is
canceled for any reason whatsoever (including, without limitation, the Key
Employee's surrender thereof), without having been exercised, the full and
fractional shares subject to the unexercised portion of the Option shall
continue to be available for the granting of Options under the Plan as fully as
if the shares had never been subject to an Option. However, (i) if an Option is
canceled, the shares of Common Stock covered by the canceled Option shall be
counted against the maximum number of shares for which Options may be granted
to a single Key Employee, and (ii) if the exercise price of an Option is
reduced after the date of grant, the transaction shall be treated as a
cancellation of the original Option and the grant of a new Option for purposes
of such maximum.

5. GRANTING OF OPTIONS. From time to time until the expiration or earlier
suspension or discontinuance of the Plan, the Committee may, on behalf of the
Company, grant to Key Employees under the Plan such Options as it determines are
warranted; provided, however, that grants of ISOs and NQSOs shall be separate
and not in tandem. In making any determination as to whether a Key Employee
shall be granted an Option, the type of Option to be granted, the number of
shares to be covered by the Option, and other terms of the Option, the Committee
shall take into account the duties of the Key Employee, his present and
potential contributions to the success of the Company or a Subsidiary, the tax
implications to the Company and the Key Employee of any Options granted, and
such other factors as the Committee shall deem relevant in accomplishing the
purposes of the Plan. Moreover, the Committee may provide in the Option that
said Option may be exercised only if certain conditions, as determined by the
Committee, are fulfilled.

6. ANNUAL LIMIT.

          (a) ISOs. The aggregate fair market value (determined under Section
7(b) hereof as of the date the ISO is granted) of the Common Stock with respect
to which ISOs are exercisable for the first time by a Key Employee during any
calendar year (counting ISOs under this Plan and incentive stock options under
any other stock option plan of the Company or a Subsidiary) shall not exceed
$100,000. If an Option intended as an ISO is granted to a Key Employee and the
Option may not be treated in whole or in part as an ISO pursuant to the $100,000
limitation, the Option shall be treated as an ISO to the extent it may be so
treated under the limitation and as an NQSO as to the remainder. For purposes of
determining whether an ISO would cause the limitation to be exceeded, ISOs shall
be taken into account in the order granted.

          (b) NQSOs. The annual limits set forth above for ISOs shall not apply
to NQSOs.

7. TERMS AND CONDITIONS OF OPTIONS. The Options granted pursuant to the Plan
shall include expressly or by reference the following terms and conditions, as
well as such other provisions not inconsistent with the provisions of this Plan
and, for ISOs granted under this Plan, the provisions of Section 422(b) of the
Code, as the Committee shall deem desirable --

          (a) NUMBER OF SHARES. The Option shall state the number of shares of
Common Stock to which the Option pertains.

          (b) PRICE. The Option shall state the Option price which shall be
determined and fixed by the Committee in its discretion but, in the case of an
ISO, shall not be less than the higher of 100 percent (110 percent in the case
of more-than-10-percent shareholder, as provided in subsection (k) below) of the
fair market value of the optioned shares of Common Stock on the date the ISO is
granted, or the par value thereof, and, in the case of an NQSO, shall not be
less than the higher of 100 percent of the fair market value of the optioned
shares of Common Stock on the date the NQSO is granted, or the par value
thereof.

     The fair market value of the optioned shares of Common Stock shall be
arrived at by a good faith determination of the Committee and shall be --

               (1) the mean between the highest and lowest quoted selling price,
if there is a market for, and sales of, the Common Stock on a registered
securities exchange or on an over-the-counter market, on the date of grant;

               (2) the weighted average of the means between the highest and
lowest sales on the nearest date before and the nearest date after the date of
grant, if there are no sales on the date of grant but there are sales on dates
within a reasonable period both before and after the date of grant;

               (3) the mean between the bid and asked prices, as reported by the
National Quotation Bureau, on the date of grant, if actual sales are not
available during a reasonable period beginning before and ending after the date
of grant; or

               (4) if subparagraphs (1) through (3) are not applicable, such
other method of determining fair market value as shall be authorized by the
Code, or the rules or regulations thereunder, and adopted by the Committee.

     Where the fair market value of the optioned shares of Common Stock is
determined under subparagraph (2) above, the average of the means between the
highest and lowest sales on the nearest date before and the nearest date after
the date of grant shall be weighted inversely by the respective numbers of
trading days between the selling dates and the date of grant (i.e., the
valuation date), in accordance with Treas. Reg. § 20.2031-2(b)(1), or any
successor thereto.

       (c)  TERMS

               (1)  ISOs.  Subject to earlier termination as provided in
subsections (e), (f), (g) and (h) below and in Section 9 hereof, the term of
each ISO shall be not more than 10 years (five years in the case of a
more-than-10-percent shareholder, as discussed in subsection (k) below) from the
date of grant.

               (2)  NQSOs.  Subject to earlier termination as provided in
paragraphs (e), (f), (g) and (h) below and in Section 9 hereof, the term of each
NQSO shall be not more than 10 years from the date of grant.

               (3)  EXERCISE.  Options shall be exercisable in such installments
and on such dates as the Committee may specify; provided that (i) in the case of
new Options granted to a Key Employee to replace options (whether granted under
the Plan or otherwise) held by the Key Employee or in the case of Options
repriced by the Committee, the new or repriced Options may be made exercisable,
if so determined by the Committee, in its discretion, at the earliest date the
original Options were exercisable, but not earlier than six months from the date
of grant of the new Options or the repricing of the original Options; and (ii)
the Committee may accelerate the exercise date of any outstanding Options, in
its discretion, if it deems such acceleration to be desirable.

     Any exercisable Options may be exercised at any time up to the expiration
or termination of the Option. Exercisable Options may be exercised, in whole or
in part and from time to time, by giving written notice of exercise to the
Company at its principal office, specifying the number

of full and/or fractional shares to be purchased and accompanied by payment in
full of the aggregate Option price for such shares (except that, in the case of
an exercise arrangement approved by the Committee and described in paragraph
(4) below, payment may be made as soon as practicable after the exercise).

     The Option price shall be payable in the case of an ISO, if the Committee
in its discretion causes the Option Agreement so to provide, and in the case of
an NQSO, if the Committee in its discretion so determines at or prior to the
time of exercise --

               (1)  in cash or its equivalent;

               (2)  in shares of Common Stock previously acquired by the Key
Employee; provided that (i) if such shares of Common Stock were acquired
through the exercise of an ISO and are used to pay the Option price for ISOs,
such shares have been held by the Key Employee for a period of not less than
the holding period described in Section 422(a)(1) of the Code on the date of
exercise, or (ii) if such shares of Common Stock were acquired through the
exercise of an NQSO and are used to pay the Option price of an ISO, or if such
shares of Common Stock were acquired through the exercise of an ISO or NQSO and
are used to pay the Option price of an NQSO, such shares have been held by the
Key Employee for a period of more than one year on the date of exercise;

               (3)  in Common Stock newly acquired by the Key Employee under
exercise of such Option (which shall constitute a disqualifying disposition in
the case of an Option which is an ISO);

               (4)  by delivering a properly executed notice of exercise of the
Option to the Company and a broker, with irrevocable instructions to the broker
promptly to deliver to the Company the amount of sale or loan proceeds
necessary to pay the exercise price of the Option;

               (5)  if the Key Employee is designated as an "eligible
participant" by the Committee at the date of grant in the case of an ISO, or at
or after the date of grant in the case of an NQSO, and if the Key Employee
thereafter so requests, (i) the Company will loan the Key Employee the money
required to pay the exercise price of the Option; (ii) any such loan to a Key
Employee shall be made only at the time the Option is exercised; and (iii) the
loan will be made on the Key Employee's personal, negotiable, demand promissory
note, bearing interest at the lowest rate which will avoid imputation of
interest under Section 7872 of the Code, and including such other terms as the
Committee may prescribe; or

               (6)  in any combination of subparagraphs (1), (2), (3), (4) and
(5) above.

     In the event the Option price is paid, in whole or in part, with shares of
Common Stock, the portion of the Option price so paid shall be equal to the
aggregate fair market value (determined in paragraph (b) above as of the date
of exercise of the Option rather than the date of grant) of the Common Stock so
surrendered in payment of the Option price.

          (e)  TERMINATION OF EMPLOYMENT. If a Key Employee's employment by the
Company (and Subsidiaries) is terminated by either party prior to the
expiration date fixed for his Option for any reason other than death or
disability, such Option may be exercised, to the extent

of the number of shares with respect to which the Key Employee could have
exercised it on the date of such termination, or to any greater extent
permitted by the Committee, by the Key Employee at any time prior to the
earlier of (i) the expiration date specified in such Option; or (ii)(A) in the
case of the Key Employee's voluntary termination or in the case of a
termination for Cause, the date of such termination of employment (unless the
Committee, in its discretion and subject to Section 10 hereof, permits a later
expiration date in the case of such a termination, with the consent of the
Option holder in the case of an ISO) or (B) otherwise, three months after such
termination of employment (unless the Committee, in its discretion and subject
to Section 10 hereof, permits a later expiration date in the case of such a
termination, with the consent of the Option holder in the case of an ISO). For
this purpose, "Cause" shall mean (i) the Key Employee's failure to perform the
duties of his position, provided such failure has a material, adverse effect on
the Company or any Subsidiary; (ii) the Key Employee's misappropriation of any
assets of the Company or any Subsidiary; (iii) the Key Employee's drunkenness
or misuse of drugs while performing services for the Company or any Subsidiary;
or (iv) the Key Employee's being convicted of a misdemeanor, the penalty for
which is imprisonment for more than one year, or a felony.

          (f) EXERCISE UPON DISABILITY OF KEY EMPLOYEE. If a Key Employee
becomes disabled (within the meaning of Section 22(e)(3) of the Code) during
his employment and, prior to the expiration date fixed for his Option, his
employment is terminated as a consequence of such disability, such Option may
be exercised, to the extent of the number of shares with respect to which the
Key Employee could have exercised it on the date of such termination, or to any
greater extent permitted by the Committee, by the Key Employee at any time
prior to the earlier of (i) the expiration date specified in such Option; or
(ii) one year after such termination of employment (unless the Committee, in
its discretion and subject to Section 10 hereof, permits a later expiration
date in the case of such a termination, with the consent of the Option holder in
the case of an ISO). In the event of the Key Employee's legal disability, such
Option may be so exercised by the Key Employee's legal representative.

          (g) EXERCISE UPON DEATH OF KEY EMPLOYEE. If a Key Employee dies
during his employment, and prior to the expiration date fixed for his Option,
or if a Key Employee whose employment is terminated for any reason, dies
following his termination of employment but prior to the earlier of (i) the
expiration date fixed for his Option, or (ii) the expiration of the period
determined under paragraphs (e) and (f) above, such Option may be exercised,
to the extent of the number of shares with respect to which the Key Employee
could have exercised it on the date of his death, or to any greater extent
permitted by the Committee, by the Key Employee's estate, personal
representative or beneficiary who acquired the right to exercise such Option by
bequest or inheritance or by reason of the death of the Key Employee. Such
post-death exercise may occur at any time prior to the earlier of (i) the
expiration date specified in such Option or (ii) an accelerated expiration date
determined by the Committee, in its discretion; except that, subject to
Section 8 hereof, such accelerated expiration date shall not be earlier than
one year, nor later than three years, after the date of death.

          (h) EXERCISE UPON CHANGE IN CONTROL. Notwithstanding any other
provision of this Plan, all outstanding Options shall become fully vested and
exercisable upon a Change in Control. In the event of a Change in Control in
which outstanding Options are not assumed by

the surviving entity, the Committee shall terminate all outstanding Options on
at least seven days' notice. Any such Option which is to be so terminated may be
exercised up to, and including the date immediately preceding such termination.
With respect to any such Option which is to be so terminated but which is not
exercised prior to its termination, the Committee shall cause the Company to pay
to each Key Employee an amount in cash with respect to each full and/or
fractional share of Common Stock to which his unexercised Option pertains. Such
cash amount shall be equal to the difference between the Option price and the
fair market value, as determined by the Committee in accordance with paragraph
(b) above, of the full and fractional shares of Common Stock to which the Key
Employee's unexercised Option pertains.

         (1) Except as provided in subparagraph (2) below, "Change in Control"
shall be deemed to have taken place if:

            (i) any person, including a group but excluding the Company or any
      stockholder of the Company as of the effective date set forth in Section
      15 hereof, becomes the beneficial owner of shares of the Company having
      50 percent or more of the total number of votes that may be cast for the
      election of directors of the Company;

            (ii) there occurs any cash tender or exchange offer for shares of
      the Company, merger or other business combination, or sale of assets, or
      any combination of the foregoing transactions, and as a result of or in
      connection with any such event persons who were directors of the Company
      before the event shall cease to constitute a majority of the board of
      directors of the Company or any successor to the Company; or

            (iii) during any period of two consecutive calendar years beginning
      after the date of the initial public offering of the Common Stock, members
      of the Incumbent Board cease for any reason to constitute a majority of
      the Board; for this purpose, the "Incumbent Board" shall consist of the
      individuals who at the beginning of such period constitute the entire
      Board and any new director -- other than a director (i) designated or
      nominated by, or affiliated with, a person who has entered into an
      agreement with the Company to effect a transaction described in (B) above,
      or (ii) who initially assumed office as a result of either an actual or
      threatened "Election Contest" (as described in Rule 14a-11 under the
      Exchange Act) or other actual or threatened solicitation of proxies or
      contests by or on behalf of a person other than the Board (a "Proxy
      Contest"), including by reason of any agreement intended to avoid or
      settle any Election Contest or Proxy Contest -- whose election by the
      Board or nomination for election by the stockholders of the Company was
      approved by a vote of at least 2/3rds of the directors then still in
      office who either were directors at the beginning of the periods or whose
      election or nomination for election was previously so approved.

         (2) Notwithstanding subparagraph (1) above, if any of the events
listed in subparagraph (1) above occurs solely as a consequence of the sale by
Intergraph Corporation of all or a portion of its interest in the Company, such
event shall not constitute a Change in Control.

         (3) As used in subparagraphs (1) and (2) above, the terms "person" and
"beneficial owner" have the same meanings as such terms under Section 13(d) of
the Exchange

Act and the rules and regulations promulgated thereunder.

          (i) NON-TRANSFERABILITY. No ISO and (except as otherwise provided in
any Option Agreement) no NQSO shall be assignable or transferable by the Key
Employee other than by will or by the laws of descent and distribution, and
(subject to the preceding clause) during the lifetime of the Key Employee, the
Option shall be exercisable only by him or by his guardian or legal
representative. If the Key Employee is married at the time of exercise and if
the Key Employee so requests at the time of exercise, the certificate or
certificates shall be registered in the name of the Key Employee and the Key
Employee's spouse, jointly, with right of survivorship.

          (j) RIGHTS AS A STOCKHOLDER. A Key Employee shall have no rights as a
stockholder with respect to any shares covered by his Option until the issuance
of a stock certificate to him for such shares.

          (k) TEN PERCENT SHAREHOLDER. If the Key Employee owns more than 10
percent of the total combined voting power of all shares of stock of the
Company or of a Subsidiary at the time an ISO is granted to him, the Option
price for the ISO shall not be less than 110 percent of the fair market
value (as determined under subsection (b) above) of the optioned shares of
Common Stock on the date the ISO is granted, and such ISO, by its terms, shall
not be exercisable after the expiration of five years from the date the ISO is
granted. The conditions set forth in this subsection shall not apply to NQSOs.

          (l) LISTING AND REGISTRATION OF SHARES. Each Option shall be subject
to the requirement that, if at any time the Committee shall determine, in its
discretion, that the listing, registration, or qualification of the shares of
Common Stock covered thereby upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Option or the purchase of shares of Common Stock thereunder, or that
action by the Company or by the Key Employee should be taken in order to obtain
an exemption from any such requirement, no such Option may be exercised, in
whole or in part, unless and until such listing, registration, qualification,
consent, approval, or action shall have been effected, obtained, or taken under
conditions acceptable to the Committee. Without limiting the generality of the
foregoing, each Key Employee or his legal representative or beneficiary may
also be required to give satisfactory assurance that shares purchased upon
exercise of an Option are being purchased for investment and not with a view to
distribution, and certificates representing such shares may be legended
accordingly.

          (m) WITHHOLDING AND USE OF SHARES TO SATISFY TAX OBLIGATIONS. The
obligation of the Company to deliver shares of Common Stock upon the exercise
of any Option (or cash in lieu thereof) shall be subject to any applicable
federal, state or local tax withholding requirements.

     If the exercise of any Option is subject to the withholding requirements
of applicable federal tax law, the Committee, in its discretion, may permit or
require the Key Employee to satisfy the minimum federal withholding tax, in
whole or in part, by electing to have the Company withhold shares of Common
Stock subject to the exercise (or by returning previously

acquired shares of Common Stock to the Company). The Company may not withhold
shares in excess of the number necessary to satisfy the minimum federal tax
withholding requirements. Shares of Common Stock shall be valued, for purposes
of this paragraph, at their fair market value under paragraph (b) above, but as
of the date the amount attributable to the exercise of the Option is includable
in income by the Key Employee under Section 83 of the Code (the "Determination
Date"). If shares of Common Stock acquired by the exercise of an ISO are used
to satisfy the withholding requirement described above, such shares of Common
Stock must have been held by the Key Employee for a period of not less than the
holding period described in Section 422(a)(1) of the Code as of the
Determination Date.

     The Committee shall adopt such withholding rules as it deems necessary to
carry out the provisions of this paragraph.

8. OPTION AGREEMENT -- OTHER PROVISIONS.  Options granted under the Plan shall
be evidenced by written documents ("Option Agreements") in such form as the
Committee shall from time to time approve, and containing such provisions not
inconsistent with the provisions of the Plan (and, for ISOs granted pursuant to
the Plan, not inconsistent with Section 422(b) of the Code), as the Committee
shall deem advisable. The Option Agreements shall specify whether the Option is
an ISO or NQSO. Each Key Employee shall enter into, and be bound by, an Option
Agreement as soon as practicable after the grant of an Option.

9. CAPITAL ADJUSTMENTS.  The number and class of shares which may be issued
under the Plan, and the maximum number of shares with respect to which Options
may be granted to any Key Employee under the Plan, both as stated in Section 4
hereof, and the number of shares issuable upon exercise of outstanding Options
under the Plan (as well as the Option price per share under such outstanding
Options) shall be adjusted, as may be deemed appropriate by the Committee, to
reflect any stock dividend, stock split, share combination, or similar change
in the capitalization of the Company. In the event any such change in
capitalization cannot be reflected in a straight mathematical adjustment of the
number of shares issuable upon the exercise of outstanding Options (and a
straight mathematical adjustment of the exercise price thereof), the Committee
shall make such adjustments as are appropriate to reflect most nearly such
straight mathematical adjustment. Such adjustments shall be made only as
necessary to maintain the proportionate interest of Key Employees, and
preserve, without exceeding, the value of Options.

     In the event of a corporate transaction (such as, for example, a merger,
consolidation, acquisition of property or stock, separation, reorganization, or
liquidation), each outstanding Option shall be assumed by the surviving or
successor corporation; provided, however, that, in the event of a proposed
corporate transaction, the Committee may terminate all or a portion of the
outstanding Options, effective upon the closing of the corporate transaction, if
it determines that such termination is in the best interests of the Company. If
the Committee decides to terminate outstanding Options, the Committee shall give
each Key Employee holding an Option to be terminated not fewer than seven days'
notice prior to any such termination, and any Option which is to be so
terminated may be exercised (if and only to the extent that it is then
exercisable) up to, and including the date immediately preceding such
termination. At the closing of such corporate transaction, such Options shall be
terminated (unless previously exercised) and the Company shall pay to each Key
Employee who holds an Option so terminated (except for

any Option which terminated prior to the date of such closing otherwise than by
reason of such Committee action) an amount equal to the fair market value of
the Common Stock subject to the Option (as determined in good faith by the
Committee) less the applicable exercise price of the Option.

     The Committee also may, in its discretion, change the terms of any
outstanding Option to reflect any such corporate transaction, provided that, in
the case of ISOs, such change would not constitute a "modification" under
Section 424(h) of the Code, unless the Option holder consents to the change.
Further, as provided in Section 6(d) hereof, the Committee, in its discretion,
may accelerate, in whole or in part, the date on which any or all Options become
exercisable.

10.  AMENDMENT OR DISCONTINUANCE OF THE PLAN.

     (a)  In General.  The Board, pursuant to a written resolution, from time to
time may suspend or discontinue the Plan or amend it, and the Committee may
amend any outstanding Options in any respect whatsoever; except that, without
the approval of the stockholders (given in the manner set forth in paragraph (b)
below) --

          (1)  no amendment may be made which would --

               (i) change the class of employees eligible to participate in the
     Plan with respect to ISOs;

               (ii) except as permitted under Section 9 hereof, increase the
     maximum number of shares of Common Stock with respect to which ISOs may be
     granted under the Plan; or

               (iii) extend the duration of the Plan under Section 17 hereof
     with respect to any ISOs granted hereunder.

          (2)  on and after the Public Offering Date (as defined in Section 2
hereof), no amendment may be made which would require shareholder approval
pursuant to Treas. Reg. § 1.162-27(e)(4)(vi) or any successor thereto.

          (3)  on and after the Public Offering Date (as defined in Section 2
hereof), no amendment may be made which would require shareholder approval under
the rules of the exchange or market on which the Common Stock is listed.

     Notwithstanding the foregoing, no such suspension, discontinuance, or
amendment shall materially impair the rights of any holder of an outstanding
Option without the consent of such holder.

     (b) Manner of Stockholder Approval.  The approval of stockholders must
comply with all applicable provisions of the corporate charter, bylaws, and must
be effected --

          (1)  by a method and in a degree that would be treated as adequate
under applicable state law in the case of an action requiring stockholder
approval (i.e., an action on which stockholders would be entitled to vote if the
action were taken at a duly held stockholders'

meeting); or

           (2) by a minority of the votes cast (including abstentions, to the
extent abstentions are counted as voting under applicable state law), in a
separate vote at a duly held stockholders' meeting at which a quorum
representing a majority of all outstanding voting stock is, either in person or
by proxy, present and voting on the Plan.

11. ABSENT OF RIGHTS. Neither the adoption of the Plan nor any action of the
Board or the Committee shall be deemed to give any individual any right to be
granted an Option, or any other right hereunder, unless and until the Committee
shall have granted such individual an Option, and then his rights shall be only
such as are provided by the Option Agreement.

     Any Option under the Plan shall not entitle the holder thereof to any
rights as a stockholder of the Company prior to the exercise of such Option and
the issuance of the shares pursuant thereto. Further, notwithstanding any
provisions of the Plan or the Option Agreement with a Key Employee, the Company
and any Subsidiary shall have the right, in its discretion but subject to any
employment contract entered into with the Key Employee, to retire the Key
Employee at any time pursuant to its retirement rules or otherwise to terminate
his employment at any time for any reason whatsoever.

12. INDEMNIFICATION OF BOARD AND COMMITTEE. Without limiting any other rights
of indemnification which they may have from the Company and any Subsidiary, the
members of the Board and the members of the Committee shall be indemnified by
the Company against all costs and expenses reasonably incurred by them in
connection with any claim, action, suit, or proceeding to which they or any of
them may be a party by reason of any action taken or failure to act under, or
in connection with, the Plan, or any Option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit, or proceeding, except a
judgment based upon a finding of willful misconduct or recklessness on their
part. Upon the making or institution of any such claim, action, suit, or
proceeding, the Board or Committee member shall notify the Company in writing,
giving the Company an opportunity, at its own expense, to handle and defend the
same before such Board or Committee member undertakes to handle it on his own
behalf. The provisions of this Section shall not give members of the Board or
the Committee greater rights than they would have under the Company's by-laws
or Delaware law.

13. COMPANY'S RIGHT OF FIRST REFUSAL AND RIGHT TO REPURCHASE COMMON STOCK;
PROXY OR VOTING AGREEMENT. Any shares of Common Stock issued pursuant to the
exercise of Options that were granted under this Plan shall be subject to this
Section 13 until the Public Offering Date. Common Stock certificates issued on
behalf of a Key Employee may include a legend setting forth restrictions on
transfer and any other legend required by the Committee.

     (a) PROXY OR VOTING AGREEMENT. The Committee may condition the issuance of
shares of Common Stock to a Key Employee or a Key Employee's beneficiary on the
Key Employee or beneficiary's entering into a proxy or voting agreement with
the Company with respect to such shares of Common Stock.

          (b) COMPANY'S RIGHT OF FIRST REFUSAL. Key Employees and beneficiaries
shall not sell or otherwise transfer, or pledge or otherwise encumber
(collectively, "Transfer"), whether voluntarily or by operation of law, any
shares of Common Stock except in accordance with the terms and conditions of
this paragraph (b). Any Transfer in violation of this paragraph (b) shall be
null and void and of no force and effect.

          A Key Employee (or, if applicable, beneficiary) shall give the
Company not fewer than 15 calendar days prior written notice of any proposed
Transfer of shares of Common Stock to a third party (a "Transferee") (other
than a Transfer in the initial registered underwritten public offering of the
Common Stock), identifying the Transferee and the consideration, if any, to be
paid for the shares. If the Company objects to such proposed Transferee, it
shall so notify the Key Employee (or beneficiary). If the Key Employee (or
beneficiary) still desires to effect the Transfer to such Transferee, the Key
Employee (or beneficiary) shall so notify the Company, and the Company shall
have the right, exercisable by notice to the Key Employee (or beneficiary)
within 15 calendar days following its receipt of notice from the Key Employee
(or beneficiary) of the Key Employee's (or beneficiary's) continued intention
to make the Transfer, to repurchase the shares intended to be Transferred by
the Key Employee (or beneficiary). The purchase price to be paid to the Key
Employee (or beneficiary) upon any such repurchase shall be a cash amount equal
to the cash consideration the Key Employee (or beneficiary) would have received
from the proposed Transferee upon such Transfer, or, if the proposed Transfer
was to be without consideration or for a consideration other than cash, the per
share purchase price to be paid to the Key Employee (or beneficiary) shall be
determined as described in paragraph (c) below.

          Closing with respect to the repurchase of such shares of Common Stock
shall take place at the Company's principal office not more than 30 calendar
days following the later of (i) the date of the Company's notice of its
intention to repurchase the shares intended to be Transferred by the Key
Employee (or beneficiary) or (ii) the date on which the value of the shares has
been determined. The purchase price of such shares shall be paid in cash, by
check or by wire transfer.

          (c) COMPANY'S RIGHT TO REPURCHASE COMMON STOCK. Upon termination of
the Key Employee's employment with the Company and Subsidiaries for any reason,
including death, disability, voluntary resignation, and discharge for Cause (as
defined in Section 7(e) hereof), the Company shall have the right, but not the
obligation, to purchase all, or any whole number of shares less than all, of
the shares of Common Stock then owned by the Key Employee or the Key Employee's
beneficiary (the "Repurchase Right"). The per share purchase price of the
shares pursuant to the Repurchase Right, or pursuant to the last sentence of
the second paragraph of paragraph (b) above, shall be determined by dividing
the Company's fair market value (as determined in good faith by the Board) by
the total number of outstanding shares of Common Stock and Common Stock
equivalents (i.e., the total number of shares subject to outstanding options
and outstanding convertible securities), all determined at the time described
below. The Repurchase Right shall expire 45 calendar days after the Key
Employee's termination of employment with the Company, unless the Company has
given written notice to the Key Employee (or the Key Employee's beneficiary) of
its exercise of the Repurchase Right, prior to the expiration of such 45-day
period.

          For purposes hereof, both the Company's fair market value and the
total number of

outstanding shares of Common Stock and Common Stock equivalents shall be
determined (i) in the case of an exercise of a Repurchase Right under this
paragraph (c), as of the date the Company gives the Key Employee (or
beneficiary) written notice of its exercise of the Repurchase Right, or (ii) in
the case of an exercise of a Repurchase Right in connection with a proposed
Transfer of Shares under paragraph (b) above, as of the date the Company gives
the Key Employee written notice of its exercise of such Repurchase Right under
paragraph (b). Such notice shall be deemed given as of the earlier of the date
it is personally delivered by the Company to the Key Employee or the date it is
mailed to the Key Employee's last known address by certified U.S. mail, return
receipt requested.

     Closing with respect to any such repurchase of shares of Common Stock by
the Company pursuant to this paragraph (c) shall be held as described in
paragraph (b) above.

14.  APPLICATION OF FUNDS. The proceeds received by the Company from the sale
of Common Stock pursuant to Options granted under the Plan shall be used for
general corporate purposes. Any cash received in payment for shares upon
exercise of an Option to purchase Common Stock shall be added to the general
funds of the Company and shall be used for its corporate purposes. Any Common
Stock received in payment for shares upon exercise of an Option to purchase
Common Stock shall become treasury stock.

15.  NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall impose
no obligation upon a Key Employee to exercise such Option.

16.  SHAREHOLDER APPROVAL. This Plan shall become effective on September 16,
1997 (the date the Plan was adopted by the Board); provided, however, that if
the Plan is not approved by the stockholders, in the manner described in
Section 10(b) hereof, within 12 months before or after the date the Plan was
adopted by the Board, the Plan and all Options granted hereunder shall be null
and void and no additional Options shall be granted hereunder.

17.  TERMINATION OF PLAN. Unless earlier terminated as provided in the Plan,
the Plan and all authority granted hereunder shall terminate absolutely at
12:00 midnight on September 15, 2007, which date is within 10 years after the
date the Plan was adopted by the Board, or the date the Plan was approved by
the stockholders of the Company, whichever is earlier, and no Options hereunder
shall be granted thereafter. Nothing contained in this Section, however, shall
terminate or affect the continued existence of rights created under Options
issued hereunder, and outstanding on the date set forth in the preceding
sentence, which by their terms extend beyond such date.

18.  GOVERNING LAW. The Plan shall be governed by the applicable Code
provisions to the maximum extent possible. Otherwise, the laws of the State of
Delaware shall govern the operation of, and the rights of Key Employees under,
the Plan, and Options granted thereunder.

                                                                   Exhibit 10.10

                             AMENDMENT NO. 1 TO THE
                          BENTLEY SYSTEMS, INCORPORATED
                             1997 STOCK OPTION PLAN

         WHEREAS, Bentley Systems, Incorporated (the "Company") established the
Bentley Systems, Incorporated 1997 Stock Option Plan (the "Plan");

         WHEREAS, Section 10(a) of the Plan provides that, subject to certain
limitations, the Board of Directors of the Company (the "Board") may amend the
Plan; and

         WHEREAS, the Board desires to amend the Plan (i) to increase the number
of shares available under the Plan; (ii) to provide a limit on the number of
shares a key employee is entitled to receive under the Plan and to specify the
period in which the key employee can receive such shares; (iii) to provide
flexibility with respect to the period of exercise of an option after
termination of employment or disability; (iv) to add a provision requiring
shareholder approval for certain amendments; and (v) to make certain other
changes;

         NOW, THEREFORE, effective as of February 17, 2000, the Plan is hereby
amended as follows:

         1. The first paragraph of Section 4 of the Plan is hereby amended to
read as follows:

                  4. Stock. Options may be granted under the Plan to purchase up
         to a maximum of 3,800,000 shares of the Company's $.01 par value Class
         B (non-voting) common stock ("Common Stock"); provided, however, that
         on and after the Public Offering Date (as defined in Section 2 hereof),
         no Key Employee shall receive Options under the Plan in any calendar
         year for more than 75,000 shares of the Company's Common Stock.
         However, both the limits in the preceding sentence shall be subject to
         adjustment as hereinafter provided. Shares issuable under the Plan may
         be authorized but unissued shares or reacquired shares, and the Company
         may purchase shares required for this purpose, from time to time, if it
         deems such purchase to be advisable.

                                      * * *

         2. The second paragraph of Section 7(d) ("Exercise") of the Plan is
hereby amended to read as follows:

                  Any exercisable Options may be exercised at any time up to the
         expiration or termination of the Option. Exercisable Options may be
         exercised, in whole or in part and from time to time, by giving written
         notice of exercise to the Company at its principal office, specifying
         the number of full and/or fractional shares to be purchased and
         accompanied by payment in full of the aggregate Option price for such
         shares (except that, in the case of an exercise arrangement

         approved by the Committee and described in paragraph (4) below, payment
         may be made as soon as practicable after the exercise).

         3. Section 7(e) of the Plan is hereby amended to read as follows:

                  (e) Termination of Employment. If a Key Employee's employment
         by the Company (and Subsidiaries) is terminated by either party prior
         to the expiration date fixed for his Option for any reason other than
         death or disability, such Option may be exercised, to the extent of the
         number of shares with respect to which the Key Employee could have
         exercised it on the date of such termination, or to any greater extent
         permitted by the Committee, by the Key Employee at any time prior to
         the earlier of (i) the expiration date specified in such Option; or
         (ii) (A) in the case of the Key Employee's voluntary termination or in
         the case of a termination for Cause, the date of such termination of
         employment (unless the Committee, in its discretion and subject to
         Section 10 hereof, permits a later expiration date in the case of such
         a termination, with the consent of the Option holder in the case of an
         ISO) or (B) otherwise, three months after such termination of
         employment (unless the Committee, in its discretion and subject to
         Section 10 hereof, permits a later expiration date in the case of such
         a termination, with the consent of the Option holder in the case of an
         ISO). For this purpose, "Cause" shall mean (i) the Key Employee's
         failure to perform the duties of his position, provided such failure
         has a material, adverse effect on the Company or any Subsidiary; (ii)
         the Key Employee's misappropriation of any assets of the Company or any
         Subsidiary; (iii) the Key Employee's drunkenness or misuse of drugs
         while performing services for the Company or any Subsidiary; or (iv)
         the Key Employee's being convicted of a misdemeanor, the penalty for
         which is imprisonment for more than one year, or a felony.

         4. Section 7(f) of the Plan is hereby amended to read as follows:

                  (f) Exercise upon Disability of Key Employee. If a Key
         Employee becomes disabled (within the meaning of Section 22(e)(3) of
         the Code) during his employment and, prior to the expiration date fixed
         for his Option, his employment is terminated as a consequence of such
         disability, such Option may be exercised, to the extent of the number
         of shares with respect to which the Key Employee could have exercised
         it on the date of such termination, or to any greater extent permitted
         by the Committee, by the Key Employee at any time prior to the earlier
         of (i) the expiration date specified in such Option, or (ii) one year
         after such termination of employment (unless the Committee, in its
         discretion and subject to Section 10 hereof, permits a later expiration
         date in the case of such a termination, with the consent of the Option
         holder in the case of an ISO). In the event of the Key Employee's legal
         disability, such Option may be so exercised by the Key Employee's legal
         representative.

                                      -2-

         5. The first sentence of the first paragraph of Section 9 of the Plan
is hereby amended to read as follows:

                  9. Capital Adjustments. The number and class of shares which
         may be issued under the Plan, and the maximum number of shares with
         respect to which Options may be granted to any Key Employee under the
         Plan, both as stated in Section 4 hereof, and the number of shares
         issuable upon exercise of outstanding Options under the Plan (as well
         as the Option price per share under such outstanding Options) shall be
         adjusted, as may be deemed appropriate by the Committee, to reflect any
         stock dividend, stock split, share combination, or similar change in
         the capitalization of the Company. * * *

         6. The first sentence of the second paragraph of Section 9 of the Plan
is hereby amended to read as follows:

                  In the event of a corporate transaction (such as, for example,
         a merger, consolidation, acquisition of property or stock, separation,
         reorganization, or liquidation), each outstanding Option shall be
         assumed by the surviving or successor corporation; provided, however,
         that, in the event of a proposed corporate transaction, the Committee
         may terminate all or a portion of the outstanding Options, effective
         upon the closing of the corporate transaction, if it determines that
         such termination is in the best interests of the Company. * * *

         7. A new paragraph (3) to Section 10(a) ("In General") of the Plan is
hereby added to read as follows:

                  (3) on and after the Public Offering Date (as defined in
         Section 2 hereof), no amendment may be made which would require
         shareholder approval under the rules of the exchange or market on which
         the Common Stock is listed.

         8. The first sentence of the first paragraph of Section 13 of the Plan
is hereby amended to read as follows:

                  13. Company's Right of First Refusal and Right to Repurchase
         Common Stock; Proxy or Voting Agreement. Any shares of Common Stock
         issued pursuant to the exercise of Options that were granted under this
         Plan shall be subject to this Section 13 until the Public Offering
         Date. * * *

         9. The first sentence of Section 13(c) of the Plan is hereby amended to
read as follows:

                  (c) Company's Right to Repurchase Common Stock. Upon
         termination of the Key Employee's employment with the Company and
         Subsidiaries for any reason, including death, disability, voluntary
         resignation, and discharge for Cause (as defined in Section 7(e)
         hereof), the Company shall have

                                      -3-

         the right, but not the obligation, to purchase all, or any whole number
         of shares less than all, of the shares of Common Stock then owned by
         the Key Employee or the Key Employee's beneficiary (the "Repurchase
         Right"). * * *

                                      -4-

                                                                  EXHIBIT 10.15

      THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (TOGETHER, THE
      "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD,
      TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL,
      REASONABLY ACCEPTABLE TO COUNSEL FOR BENTLEY SYSTEMS, INCORPORATED, TO THE
      EFFECT THAT THE PROPOSED SALE, ASSIGNMENT, TRANSFER, OR DISPOSITION MAY BE
      EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT AND THE RULES AND
      REGULATIONS PROMULGATED THEREUNDER. THE SECURITIES ARE SUBJECT TO THE
      RESTRICTIONS ON THEIR TRANSFER SET FORTH IN A SECURITIES PURCHASE
      AGREEMENT DATED [             ].

Date: [               ]

                          Bentley Systems, Incorporated

                          Common Stock Purchase Warrant

      Bentley Systems, Incorporated, a Delaware corporation (the "Company"),
hereby certifies that, in consideration for [________________] ("Holder")
entering into inter alia, a Securities Purchase Agreement (the "Agreement")
dated as of the date hereof providing for the purchase by Holder of this Warrant
and shares of Senior Class C Common Stock (the "Senior Common Stock") of the
Company, and for value received, Holder, or permitted assigns, is entitled,
subject to the terms set forth below, to purchase from the Company, at any time
and from time to time prior to the tenth anniversary of the date hereof (the
"Expiration Date"), up to [_________] fully paid and non-assessable shares (the
"Warrant Shares") of the Class B Non-Voting Common Stock, par value $.01 per
share, of the Company at a price per share equal to the Purchase Price (as
hereinafter defined); provided, however, that except as provided in Section 2
hereof, Holder shall not have the right to exercise this Warrant prior to the
fifth anniversary of the date hereof. "Purchase Price" means the applicable
Exercise Price per Share (as defined in Schedule I attached hereto) as adjusted
from time to time in accordance with Section 2. Notwithstanding the foregoing,
the Purchase Price and the number and character of shares issuable under this
Warrant are subject to adjustment as set forth in Section 2. This Warrant is
herein called the "Warrant."

      1. EXERCISE OF WARRANT. The purchase rights evidenced by this Warrant
shall be exercised by the holder hereof by surrendering this Warrant, with the
form of subscription at the end hereof duly executed by such holder, to the
Company at its office at 685 Stockton Drive, Exton, PA 19341, or such other
address as the Company may specify by written notice to the registered holder
hereof, accompanied by payment, in cash, by certified or official bank check or
by wire transfer of an amount equal to the Purchase Price multiplied by the
number of shares being purchased pursuant to such exercise of the Warrant.

            1.1. Partial Exercise. This Warrant may be exercised for (or
cancelled under Section 1.2 as to) less than the full number of Warrant Shares
issuable hereunder, in which case the number of shares receivable upon the
exercise (or cancellation) of this Warrant as a whole, and the sum payable upon
the exercise of this Warrant as a whole, shall be proportionately reduced. Upon
any such partial exercise (or cancellation), the Company at its expense will
forthwith issue to the holder hereof a new Warrant or Warrants of like tenor
calling for the number of Warrant Shares as to which rights have not been
exercised (or cancelled), such Warrant or Warrants to be issued in the name of
the holder hereof or such holder's nominee (upon payment by such holder of any
applicable transfer taxes).

            1.2. Net Issue Exercise. In lieu of exercising this Warrant or in
connection with an automatic exercise under Section 2.1, the holder hereof may
elect to receive a number of Warrant Shares equal to the discount percentage in
Schedule I that is applicable based on the date of such election times the
number of Warrant Shares with respect to which such election is made. Holder may
make such an election by surrendering this Warrant at the principal office of
the Company together with notice of such election, in which event the Company
shall issue such Warrant Shares to Holder.

      2. IPO; LIQUIDITY EVENT; ADJUSTMENTS TO PURCHASE PRICE.

            2.1. IPO; Liquidity Event. This Warrant shall be automatically
exercised upon the first to occur of (i) the consummation of an IPO (as defined
below) or (ii) the consummation of a Liquidity Event (as defined below). This
Warrant shall become exercisable but shall not be required to be exercised by
the Holder upon a Change of Control of the Company that is not a Liquidity
Event. "Change of Control" shall be an event that results in the Bentleys (as
defined below) ceasing to own or control more than 50% of the voting securities
of the Company. The Company shall provide the Holder hereof with notice of any
event that can result in the exercise of this Warrant under this Section 2.1
pursuant to the provisions of Section 10 hereof. If this Warrant is exercised in
connection with an IPO, the exercise may, at the option of the holder of this
Warrant, be conditioned upon the closing with the underwriters of the sale of
securities pursuant to the IPO, in which event the holder of this Warrant shall
not be deemed to have exercised this Warrant until immediately prior to the
closing of such sale of securities. "IPO" means the Company's initial public
offering pursuant to an effective registration statement filed by the Company
under the Act covering the offer and sale to the public for the account of the
Company of any class or series of common stock of the Company resulting in
aggregate gross proceeds to the Company of not less than $15 million at a
"pre-money" valuation of at least $225 million; provided, however, that an IPO
will be deemed to have occurred as of the end of two consecutive calendar
quarters following a public offering that does not meet the requirements set
forth above if the average daily market capitalization of the Company during
such quarters (as measured based upon the price per share of the securities sold
by the Company in such public offering) is equal to or greater than $225
million. "Liquidity Event" means a sale of all or substantially all of the
assets of the Company or a merger of the Company that results in the Company's
stockholders immediately prior to such transaction holding less than 50% of the
voting power of the surviving, continuing or purchasing entity. "Bentleys" shall
mean Gregory S. Bentley, Keith A. Bentley, Barry J. Bentley, Raymond P. Bentley
and Richard P. Bentley collectively.

                                       2

            2.2. Adjustments to Purchase Price and Number of Warrant Shares.
Prior to the Expiration Date, the Purchase Price and the number of Warrant
Shares purchasable upon the exercise of this Warrant are subject to adjustment
from time to time upon the occurrence of any of the events enumerated in this
Section 2.2. For purposes of this Section 2.2, "Fair Market Value per Share" of
securities shall mean: (i) if such securities are traded on a securities
exchange, the average of the closing prices of the securities on such exchange
during the ten (10) trading day period ending three (3) trading days prior to
the applicable date; (ii) if such securities are traded over-the-counter, the
average of the closing sales prices of the securities during the ten (10)
trading day period ending three (3) trading days prior to the applicable date;
and (iii) if there is no public market for such securities, the fair market
value thereof as determined in good faith by the Board of Directors of the
Company.

                  (a) In the event that the Company shall at any time after
December 26, 2000 and prior to the Expiration Date (i) declare a dividend on
common stock in shares or other securities of the Company, (ii) split or
subdivide the outstanding common stock, (iii) combine the outstanding common
stock into a smaller number of shares or (iv) issue by reclassification of its
common stock any shares of other securities of the Company, then, in each such
event, the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that on exercise in accordance
herewith the holder shall be entitled to receive the kind and number of shares
or other securities of the Company which the holder would have owned or have
been entitled to receive after the happening of any of the events described
above had this Warrant been exercised immediately prior to the happening of such
event (or any record date with respect thereto). Such adjustment shall be made
whenever any of the events listed above shall occur. An adjustment made pursuant
to this subsection (a) shall become effective immediately after the effective
date of the event retroactive to the record date, if any, for the event.

                  (b) (i) In the event that the Company shall at any time after
December 26, 2000 and prior to the Expiration Date issue any shares of common
stock (excluding shares of common stock issuable upon (A) the conversion or
exchange of Convertible Securities (as defined below) (including without
limitation Series A Convertible Preferred Stock of the Company (the "Preferred
Stock") and shares of Class B Non-Voting Common Stock held in escrow under the
Escrow Agreement between the Company and Bachow Investment Partners III, L.P., a
Delaware limited partnership (the "Escrow Agreement")), (B) exercise of Options
(as defined below), (C) the conversion of common stock, in each case outstanding
as of the date hereof, (D) warrants to purchase up to 1,040,000 shares of Common
Stock that may be issued in connection with the Guaranty Agreements (as defined
in the Revolving Credit and Security Agreement) entered into in connection with
the Revolving Credit and Security Agreement dated December 26, 2000 by and among
the Company, Bentley Software, Inc., Atlantech Solutions, Inc. and PNC Bank,
National Association (the "Revolving Credit and Security Agreement"), or (E)
warrants to purchase up to 988,290 shares of Class B Non-Voting Common Stock
issued to the lenders pursuant to the Revolving Credit and Security Agreement)
without consideration or at a price per share less than the Fair Market Value
per Share, then, in each such event (an "Adjustment Event"), the number of
Warrant Shares purchasable upon exercise of this Warrant immediately prior
thereto (the "Initial Number") shall be adjusted so that the holder of this
Warrant when exercised shall be entitled to receive the number of Warrant Shares
determined by

                                       3

multiplying the Initial Number by a fraction, of which the numerator shall be
the number of shares of common stock outstanding immediately prior to such
Adjustment Event plus the number of additional shares of common stock issued for
purchase in such Adjustment Event, and of which the denominator shall be the
number of shares of common stock outstanding immediately prior to such
Adjustment Event plus the number of shares of common stock which the aggregate
issuance price of the total number of shares of common stock issued in such
Adjustment Event would purchase at the Exercise Price per Share then in effect.

                        (ii) In the event that, at any time after [           ],
the Company shall in any manner issue or sell any stock or other
securities convertible into or exchangeable for shares of common stock (such
convertible or exchangeable stock or securities being herein referred to as
"Convertible Securities") or grant any rights to subscribe for or to purchase,
or any options or warrants for the purchase of, shares of common stock or
Convertible Securities (such rights, options or warrants being herein referred
to as "Options") and the price per share for which shares of common stock are
issuable pursuant to such Options or upon conversion or exchange of such
Convertible Securities (determined by dividing (A) the total amount, if any,
received or receivable by the Company as consideration for the granting of such
Options, or issuance or sale of such Convertible Securities, plus the minimum
aggregate amount of additional consideration payable to the Company upon the
exercise of such Options, plus, in the case of such Convertible Securities, the
minimum aggregate amount of additional consideration, if any, payable upon the
conversion or exchange thereof, by (B) the total maximum number of shares of
common stock issuable pursuant to such Options or upon the conversion or
exchange of the total maximum amount of such Convertible Securities) shall be
less than the Fair Market Value per Share in effect immediately prior to the
time of the granting of such Options or issuance or sale of such Options or
Convertible Securities, then the total maximum number of shares of common stock
issuable pursuant to such Options or upon conversion or exchange of the total
maximum amount of such Convertible Securities issued or issuable upon the
exercise of such Options shall (as of the date of the granting of such Options
or issuance or sale of such Convertible Securities) be deemed to be outstanding
and to have been issued or sold for purposes of subsection (b)(i) hereof for the
price per share as so determined; provided that, except as provided in the
following proviso, no further adjustment of the number of Warrant Shares
issuable upon exercise of the Warrants shall be made upon actual issue of shares
of common stock so deemed to have been issued; provided further, that upon the
expiration or termination of any unexercised Options or conversion or exchange
privileges for which any adjustment was made pursuant to subsection (b)(i) and
this subsection (b)(ii) (or, if the purchase price provided for in any Option
referred to in this subsection (b)(ii), the additional consideration, if any,
payable upon the conversion or exchange of any Convertible Securities referred
to in this subsection (b)(ii), or the rate at which any Convertible Securities
referred to in this subsection (b)(ii) are convertible into or exchangeable for
common stock shall change at any time), then the number of Warrant Shares
issuable upon exercise of the Warrants shall be readjusted and shall thereafter
be such number as would have prevailed had the number of Warrant Shares issuable
upon exercise of the Warrants been originally adjusted (or had the original
adjustment not been required, as the case may be) on the basis of (A) the shares
of common stock, if any, actually issued or sold upon the exercise of such
Options or conversion or exchange rights and (B) the consideration actually
received by the Company upon such exercise plus the consideration, if any,
actually received by the Company for the issuance, sale or grant of

                                       4

all of such Options or Convertible Securities whether or not exercised;
provided, however, that no such readjustment shall have the effect of decreasing
the number of Warrant Shares issuable upon exercise of this Warrant by an amount
in excess of the amount of the adjustment initially made for the issuance, sale
or grant of such Options or Convertible Securities.

                        (iii) If the Company at any time while this Warrant is
outstanding shall, directly or otherwise, purchase, redeem or otherwise acquire
any shares of common stock of the Company at a price per share greater than the
Fair Market Value per Share then in effect (other than any such acquisition of
shares of common stock or Options from any officer or employee of the Company or
any redemptions, whether in whole or in part, of the Senior Common Stock), the
Initial Number shall be adjusted so that the holder of this Warrant shall be
entitled to receive the number of Warrant Shares determined by multiplying the
Initial Number by a fraction, of which the numerator shall be the number of
shares of common stock outstanding immediately after such purchase, redemption
or acquisition and of which the denominator shall be the number of shares of
common stock outstanding immediately prior to such purchase, redemption or
acquisition minus the number of shares of common stock, which the aggregate
consideration for the total number of such shares of common stock so purchased,
redeemed or acquired would purchase at the Exercise Price per Share then in
effect. For purposes of this subsection (iii), the date as of which the Exercise
Price per Share shall be computed shall be the date of actual purchase,
redemption or acquisition of such common stock.

                        (iv) In case any subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Board of
Directors of the Company or, if the holder shall, in the exercise of its sole
discretion, object to such determination, by appraisal under the process set
forth in Schedule I attached hereto. Shares of common stock owned by or held for
the account of the Company shall not be deemed outstanding for the purpose of
any computation pursuant to this Section 2.2(b).

                  (c) No adjustment in the number of Warrant Shares shall be
required unless such adjustment would require an increase or decrease of at
least .25% in the aggregate number of Warrant Shares purchasable upon exercise
of this Warrant; provided that any adjustments which by reason of this
subsection 2.2(c) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment; provided, however, that
notwithstanding the foregoing, all such adjustments shall be made no later than
three years from the date of the first event that would have required an
adjustment but for this paragraph. All calculations under this Section 2.2 shall
be made to the nearest cent or to the nearest whole share, as the case may be.

                  (d) If at any time, as a result of an adjustment made pursuant
to this Section 2.2, the holder of this Warrant shall become entitled to receive
any shares of the Company other than shares of Class B Non-Voting Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Warrant Shares contained in this Section 2.2, and the provisions of this
Agreement with respect to the Warrant Shares shall apply on like terms to such
other shares.

                                       5

                  (e) Whenever the number of Warrant Shares purchasable upon the
exercise of this Warrant is adjusted, the Purchase Price payable upon exercise
of this Warrant shall be adjusted by multiplying such Purchase Price immediately
prior to such adjustment by a fraction, the numerator of which shall be the
number of Warrant Shares purchasable upon the exercise of this Warrant
immediately prior to such adjustment, and the denominator of which shall be the
number of Warrant Shares purchasable immediately after such adjustment.

                  (f) In the event of any capital reorganization of the Company,
or in the case of the consolidation of the Company with or the merger of the
Company with or into any other entity or of the sale of the properties and
assets of the Company as, or substantially as, an entirety to any other entity,
this Warrant shall, after such capital reorganization, consolidation, merger or
sale, and in lieu of being exercisable for Warrant Shares, be exercisable, upon
the terms and conditions specified in this Warrant, for the number of shares of
stock or other securities or assets (including cash) to which a holder of the
number of Warrant Shares purchasable (at the time of such capital
reorganization, consolidation, merger or sale) upon exercise of such Warrant
would have been entitled upon such capital reorganization, consolidation, merger
or sale; and in any such case, if necessary, the provisions set forth in this
Section 2.2 with respect to the rights thereafter of the holder of this Warrant
shall be appropriately adjusted so as to be applicable, as nearly as they may
reasonably be, to any shares of stock or other securities or assets thereafter
deliverable on the exercise of this Warrant. The Company shall not effect any
such capital reorganization, consolidation, merger or sale unless prior to or
simultaneously with the consummation thereof, the successor corporation (if
other than the Company) resulting from such capital reorganization,
consolidation, merger or sale or the entity purchasing such assets or the
appropriate corporation or entity shall assume, by written instrument, the
obligation to deliver to the holder of this Warrant the shares of stock,
securities or assets to which, in accordance with the foregoing provisions, such
holder may be entitled and all other obligations of the Company under this
Warrant (and if the Company shall survive the consummation of such capital
reorganization, consolidation, merger or sale, such assumption shall be in
addition to, and shall not release the Company from, any continuing obligations
of the Company under this Warrant).

                  (g) If any question shall at any time arise with respect to
the adjusted Purchase Price or Warrant Shares issuable upon exercise, such
question shall be determined by the independent auditors of the Company and such
determination shall be binding upon the Company and the holders of this Warrant
and the Warrant Shares.

                  (h) Notices to Warrant Holders. Upon any adjustment of the
Purchase Price or number of Warrant Shares issuable upon exercise pursuant to
Section 2.2, the Company shall promptly, but in any event within 10 days
thereafter, cause to be given to the registered holder of this Warrant, at its
address appearing on the Warrant Register by registered mail, postage prepaid, a
certificate signed by its chief financial officer setting forth the Purchase
Price as so adjusted and/or the number of Warrant Shares issuable upon the
exercise of this Warrant as so adjusted and describing in reasonable detail the
facts accounting for such adjustment and the method of calculation used.

      3. DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as practicable
after the exercise of this Warrant and payment of the Purchase Price, and in any
event

                                       6

within ten (10) days thereafter, the Company, at its expense, will cause to be
issued in the name of and delivered to the holder hereof a certificate or
certificates for the number of fully paid and non-assessable shares or other
securities or property to which such holder shall be entitled upon such
exercise, plus, in lieu of any fractional share to which such holder would
otherwise be entitled, cash in an amount determined in accordance with Section
1.2 hereof. The Company agrees that the shares so purchased shall be deemed to
be issued to the holder hereof as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such shares as aforesaid.

      4. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to it, or (in the case of mutilation) upon surrender and
cancellation thereof, the Company will issue, in lieu thereof, a new Warrant of
like tenor.

      5. REDEMPTION.

            5.1. Holder Redemption. On or after the fifth anniversary of the
Closing Date, if the Company has not yet consummated an IPO or a Liquidity
Event, the holder hereof shall have the right (the "Redemption Right") to
require the Company to redeem the Warrant for a redemption price (the
"Redemption Amount") corresponding to the Warrant Fair Market Value (as
calculated pursuant to Schedule I attached hereto); provided however, that if
the Company has redeemed the Senior Common Stock, the holder hereof shall have
the Redemption Right at or any time after such redemption. The Company shall pay
the Redemption Amount, in cash, within one hundred eighty (180) days of
receiving notice from the holder that the holder is exercising the Redemption
Right, together with interest on such amount accruing from the date on which the
Company receives notice from the holder that the holder is exercising its
Redemption Right to the date such amount is paid at an interest rate equal to
the annual prime interest rate then in effect as set by PNC Bank, National
Association. Upon a redemption under this Section 5.1, the holder shall
surrender this Warrant to the Company at its office specified in Section 1
hereof, and the Company shall cancel this Warrant.

            5.2. Company Redemption. On or after the fifth anniversary of the
Closing Date, if the Company has not yet consummated an IPO or a Liquidity
Event, the Company shall have the right (the "Company Redemption Right"), upon
or after the redemption or conversation of all the shares of the Senior Common
Stock of the Company, upon providing thirty (30) days prior written notice to
the holder and upon receiving the consent of the holder, to redeem the Warrant
for a redemption price (the "Company Redemption Amount") corresponding to the
Warrant Fair Market Value (as calculated pursuant to Schedule I attached
hereto). The Company shall pay the Company Redemption Amount, in cash, on the
thirtieth day after it has given notice of such redemption to the holder,
together with interest on such amount accruing from the date on which the
Company gives notice to the holder that the Company is exercising its Redemption
Right at an interest rate equal to the annual prime interest rate then in effect
as set by PNC Bank, National Association; provided that prior to the expiration
of such thirty (30) day period, the holder may exercise the Warrant in
accordance with Section 1 hereof. Upon a redemption under

                                       7

this Section 5.2, the holder shall surrender this Warrant to the Company at its
office specified in Section 1 hereof, and the Company shall cancel this Warrant.

            5.3. Preferred Stock. Notwithstanding the foregoing provisions of
Section 5.1 and Section 5.2, each time that a holder of a Warrant seeks to
exercise the Redemption Right or the Company seeks to exercise the Company
Redemption Right, notice of such exercise shall be given by the Company
(promptly upon its receipt or issuance of the applicable notice) to each holder
of the Preferred Stock and no redemption of a Warrant shall occur prior to
thirty (30) days after such notice is provided to each holder of Preferred
Stock. If any holder of Preferred Stock exercises its Stockholder Redemption
Right (as defined in Section (C)3(a) of the Certificate of Incorporation of the
Company) during such thirty (30) day period, no redemption of this Warrant shall
occur until all amounts due to all such exercising holders of Preferred Stock
have been paid in full.

      6. RESERVATION AND ISSUANCE OF WARRANT SHARES. (a) The Company will at all
times have authorized, and reserve and keep available, free from preemptive
rights, for the purpose of enabling it to satisfy any obligation to issue
Warrant Shares upon the exercise of this Warrant, the number of shares
deliverable upon exercise of this Warrant.

                  (b) Before taking any action which would cause an adjustment
pursuant to Section 2.2 hereof reducing the Purchase Price below the then par
value (if any) of the Warrant Shares issuable upon exercise of this Warrant, the
Company will take any corporate action which may be necessary in order that the
Company may validly and legally issue Warrant Shares at the Purchase Price as so
adjusted.

                  (c) The Company covenants that all Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be free from all taxes
with respect to the issuance thereof and from all liens, charges and security
interests.

      7. NEGOTIABILITY. This Warrant is issued upon the following terms, to all
of which each taker or owner hereof consents and agrees:

                  (a) Except as provided in the Certificate of Incorporation, as
amended, and Amended and Restated By-laws of the Company, and subject to the
legend appearing on the first page hereof, title to this Warrant may be
transferred by endorsement (by the holder hereof executing the form of
assignment at the end hereof including guaranty of signature) and delivery in
the same manner as in the case of a negotiable instrument transferable by
endorsement and delivery. Absent an effective registration statement under the
Act, covering the disposition of this Warrant or the Warrant Shares issued or
issuable upon exercise hereof, the holder will not sell or transfer any or all
of such Warrant or Warrant Shares, as the case may be, without first providing
the Company with an opinion of counsel (which may be counsel for the Company) to
the effect that such sale or transfer will be exempt from the registration and
prospectus delivery requirements of the Act. Each certificate representing
Warrant Shares issued pursuant to this Warrant, unless at the same time of
exercise such Warrant Shares are registered under the Act, shall bear a legend
in substantially the following form on the face thereof:

                                       8

      THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (TOGETHER, THE
      "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD,
      TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL,
      REASONABLY ACCEPTABLE TO COUNSEL FOR BENTLEY SYSTEMS, INCORPORATED, TO THE
      EFFECT THAT THE PROPOSED SALE, ASSIGNMENT, TRANSFER, OR DISPOSITION MAY BE
      EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT AND THE RULES AND
      REGULATIONS PROMULGATED THEREUNDER. THE SECURITIES ARE SUBJECT TO THE
      RESTRICTIONS ON THEIR TRANSFER SET FORTH IN A SECURITIES PURCHASE
      AGREEMENT DATED DECEMBER 26, 2000.

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a certificate issued upon completion of
a distribution under a registration statement covering the securities
represented) shall also bear such legend unless, in the opinion of counsel to
the Company, the securities represented thereby may be transferred as
contemplated by such holder without violation of the registration requirements
of the Act.

                  (b) Any person in possession of this Warrant properly endorsed
is authorized to represent itself as absolute owner hereof and is granted power
to transfer absolute title hereto by endorsement and delivery hereof to a bona
fide purchaser hereof for value; each prior taker or owner waives and renounces
all of its equities or rights in this Warrant in favor of every such bona fide
purchaser, and every such bona fide purchaser shall acquire title hereto and to
all rights represented hereby.

                  (c) Until this Warrant is transferred on the books of the
Company, the Company may treat the registered holder of this Warrant as the
absolute owner hereof for all purposes without being affected by any notice to
the contrary.

                  (d) Prior to the exercise of this Warrant, the holder hereof
shall not be entitled to any rights of a shareholder of the Company with respect
to shares for which this Warrant shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other distributions, and
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided herein or in the Agreement.

                  (e) The Company shall not be required to pay any Federal or
state transfer tax or charge that may be payable in respect of any transfer
involved in the transfer or delivery of this Warrant or the issuance or delivery
of certificates for Warrant Shares in a name other than that of the registered
holder of this Warrant or to issue or deliver any certificates for Warrant
Shares upon the exercise of this Warrant until any and all such taxes and
charges shall have been paid by the holder of this Warrant or until it has been
established to the Company's satisfaction that no such tax or charge is due.

                                       9

      8. SUBDIVISION OF RIGHTS. This Warrant (as well as any new warrants issued
pursuant to the provisions of this paragraph) is exchangeable, upon the
surrender hereof by the holder hereof, at the principal office of the Company
for any number of new warrants of like tenor and date representing in the
aggregate the right to subscribe for and purchase the number of Warrant Shares
of the Company that may be subscribed for and purchased hereunder.

      9. SPECIFIC PERFORMANCE. The holders of this Warrant and/or the Warrant
Shares shall have the right to specific performance by the Company of the
provisions of this Warrant. The Company hereby irrevocably waives, to the extent
that it may do so under applicable law, any defense based on the adequacy of a
remedy at law which may be asserted as a bar to the remedy of specific
performance in any action brought against the Company for specific performance
of this Warrant by the holders of this Warrant and/or the Warrant Shares.

      10. NOTICES. (a) All notices and other communications from the Company to
the holder of this Warrant shall be mailed by first-class certified mail,
postage prepaid, to the address furnished to the Company in writing by the last
holder of this Warrant who shall have furnished an address to the Company in
writing.

                  (b) In the event:

                        (1) the Company shall authorize issuance to all holders
                  of Common Stock of rights or warrants to subscribe for or
                  purchase capital stock of the Company or of any other
                  subscription rights or warrants;

                        (2) the Company shall authorize any dividend or other
                  distribution payable in evidences of its indebtedness, cash or
                  assets;

                        (3) of any Liquidity Event or consolidation or merger or
                  change of control to which the Company is a party, or of the
                  conveyance or transfer of the properties and assets of the
                  Company substantially as an entirety, or of any capital
                  reorganization or reclassification or change of the Common
                  Stock;

                        (4) of the voluntary or involuntary dissolution,
                  liquidation or winding up to the Company;

                        (5) of the consummation of an IPO; and

                        (6) the Company proposes to take any other action which
                  would require an adjustment of the Purchase Price or number of
                  Warrant Shares issuable upon exercise pursuant to Section 2.2;

then the Company shall cause to be given to the registered holders of this
Warrant at its address appearing on the Warrant Register, at least 10 days prior
to the applicable record date hereinafter specified (or as expeditiously as
possible after the occurrence of any involuntary dissolution, liquidation or
winding up referred to in clause (4) above), a written notice in accordance with
Section 10(a) stating (i) the date as of which the holders of record of Common

                                       10

Stock to be entitled to receive any such rights, warrants or distribution are to
be determined, (ii) the date on which any such Liquidity Event, consolidation,
merger, change of control, conveyance, transfer, dissolution, liquidation or
winding up is expected to become effective (or has become effective, in the case
of any involuntary dissolution, liquidation or winding up), or (iii) the date on
which the consummation of such IPO is expected to occur, and the date as of
which it is expected that holders of record of Common Stock shall be entitled to
exchange their shares for securities or other property, if any, deliverable upon
such reclassification, Liquidity Event, consolidation, merger, change of
control, conveyance, transfer, dissolution, liquidation or winding up. The
failure to give the notice required by this Section 10(b) or any defect therein
shall not affect the legality or validity of any distribution, right, warrant,
consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
up, or the vote upon any action.

      11. HEADINGS. The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect the meaning hereof.

      12. CHANGE; WAIVER. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.

      13. GOVERNING LAW. This Warrant shall be construed and enforced in
accordance with the laws of the State of Delaware.

                                       11

      1N WITNESS WHEREOF, the Company, by the undersigned thereunto duly
authorized, has duly executed this Common Stock Purchase Warrant as of the date
first written above.

                                        BENTLEY SYSTEMS, INCORPORATED

                                        By:_____________________________________
                                        Name:
                                        Title:

Dated:  [_______________]

Attest:

_____________________________

                                        ACCEPTED AS OF THE DATE HEREOF:

                                        ________________________________________
                                        [________________]

                                       12

       [To be signed only upon exercise or net issue exercise of Warrant]

To__________________________________:

      The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ______ shares of Common Stock of ____________ and herewith
makes payment of $______ therefor, and requests that the certificates for such
shares be issued in the name of, and be delivered to ____________, whose address
is ____________.

      The undersigned, the holder of the within Warrant, hereby irrevocably
elects to receive that number of shares of Common Stock equal to ______ percent
of the total number of shares issuable upon exercise hereof by surrendering the
Warrant, and requests that the certificates for such shares be issued in the
name of, and be delivered to ____________, whose address is ____________.

Dated: ____________

                                        ________________________________________

By________________________________________________

(Signature must conform in all respects to name of
Holder as specified on the face of the Warrant)

                                        Address:

                                        ________________________________________

                                        ________________________________________

                                       13

                  [To be signed only upon transfer of Warrant]

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ____________ the right represented by the within Warrant to purchase the
______ shares of the Common Stock of ________________________to which the within
Warrant relates, and appoints ____________ attorney to transfer said right on
the books of ____________ ____________ with full power of substitution in the
premises.

Dated:

                                        ________________________________________

                                        By______________________________________
                                        (Signature must conform in all respects
                                        to name of Holder as specified on the
                                        face of the Warrant)

                                        Address:

                                        ________________________________________

                                        ________________________________________

In the presence of

______________________________
Signature Guarantee

                                   Schedule I

      A. Purchase Price

            1. IPO. If the Warrant is exercised upon the consummation of an IPO,
the "Exercise Price per Share" shall be the initial offering per share price to
the public of the equity security sold in the IPO discounted as set forth in
A.4. below.

            2. Liquidity Event. If the Warrant is exercised upon the
consummation of a Liquidity Event, the "Exercise Price per Share" shall be the
per share consideration paid to stockholders of the Company in the Liquidity
Event discounted as set forth in A.4. below. If such per share consideration
includes non-cash consideration, the per share value of such non-cash
consideration shall be calculated (i) for non-cash consideration consisting of
shares of publicly traded securities, based upon the closing price per share of
such securities on the date of such consummation or (ii) for other non-cash
consideration, in the same manner that the Fair Market Value of shares is
calculated in B. below.

            3. Other Events. If the Warrant is exercised or redeemed other than
upon the consummation of an IPO or a Liquidity Event, the "Exercise Price per
Share" shall be the fair market value of a share of Common Stock (the "Fair
Market Value") (as calculated in B. below) discounted as set forth in A.4.
below.

            4. Discount. The applicable discount to the Exercise Price per Share
shall be as follows:

                                                                         Discount to
                           Year                                   Exercise Price per Share*
                           ----                                   -------------------------
                                                               
On or prior to first year anniversary of Closing Date                  Not applicable

After the first year anniversary and on or prior to second                   10%
year anniversary of Closing Date

After the second year anniversary and on or prior to third                   20%
year anniversary of Closing Date

After the third year anniversary and on or prior to fourth                   30%
year anniversary of Closing Date

After the fourth year anniversary and on or prior to fifth                   40%
year anniversary of Closing Date

                                                                         Discount to
                           Year                                   Exercise Price per Share*
                           ----                                   -------------------------
                                                               
After the fifth year anniversary and on or prior to sixth                    50%
year anniversary of Closing Date

After the sixth year anniversary of Closing Date                             50%

* There will be no discount to the Exercise Price Per Share at any time in the
first year after the Closing Date. The Exercise Price per Share related to an
exercise in any year thereafter shall be discounted as set forth above, but with
the incremental amount of the discount over the preceding anniversary period
reduced by the number of days remaining in the applicable anniversary period.
For example purposes only, the discount to the Exercise Price per Share on the
182nd day of the second anniversary period after the Closing Date would be 5%,
and the discount to the Exercise Price per Share on the 182nd day of the fourth
anniversary period after the Closing Date would be 25%.

      B. Fair Market Value

        The Fair Market Value of shares of Common Stock shall be determined by a
disinterested independent qualified appraiser (the "Appraiser") selected by the
holder and the Company. If the holder and the Company are able to agree upon an
Appraiser, such Appraiser shall be instructed to prepare a written valuation or
appraisal (the "Appraisal") within thirty (30) days after its selection, with
the expenses of the first valuation in any given 12 month period to be borne by
the Company and, thereafter, to be borne equally by the Company and the holder.
If the holder and the Company are not able to agree upon the selection of an
Appraiser within a five (5) day period after the occurrence of the event giving
rise to the valuation, each of the holder and the Company will, within five (5)
days after the end of such five (5) day period, select an Appraiser to determine
the Fair Market Value of the Common Stock. If either the holder or the Company
fails to select an Appraiser within such five (5) days, the Appraiser selected
by the other party shall determine the Fair Market Value of the Common Stock.
Each of the Appraisers so selected will be instructed to furnish both the holder
and the Company with a written appraisal within thirty (30) days of its
selection, with the expense of each appraisal to be borne by the party selecting
the Appraiser. If the higher of the appraisals is not more than 110% of the
lower appraisal, then the Fair Market Value of the Common Stock will be the
arithmetic average of the appraisals. If the higher of the appraisals is greater
than 110% of the lower appraisal, the Appraisers shall, within ten days after
the issuance of their respective reports, select a third Appraiser to determine
the Fair Market Value. The third Appraiser shall furnish a written appraisal
within thirty (30) days of its selection, with the expense thereof to be borne
equally by the holder and the Company. The third appraisal shall be
arithmetically averaged with the previous appraisals, and the appraisal furthest
from the average of the three appraisals will be disregarded. The arithmetic
average of the remaining two appraisals will be the Fair Market Value of the
Common Stock.

                                     - 2 -

        Each Appraiser engaged to provide an appraisal hereunder will be
instructed to (i) include therein a statement of the criteria applied and
assumptions made to determine the Fair Market Value of the Common Stock; (ii)
arrive at a single calculation of such fair market value rather than alternative
calculations or a range of calculations; and (iii) not attribute a premium or
discount based on the fact that (1) the Common Stock being valued constitutes a
majority or less than a majority of the total issued and outstanding shares of
capital stock of the Company, (2) there is no liquid market for the sale and
purchase of the Common Stock and (3) the Common Stock is non-voting. Any
appraisal not complying with the foregoing shall not constitute an appraisal for
the purpose hereof.

        The failure of an Appraiser to complete an appraisal within thirty (30)
days as instructed shall not affect the validity of such Appraiser's appraisal.

        "Warrant Fair Market Value" means the applicable discount percentage (as
set forth in A. above) times the Fair Market Value of the Warrant Shares
calculated.

                                     - 3 -

                   SCHEDULE OF COMMON STOCK PURCHASE WARRANTS

     The following schedule sets forth the holders of Common Stock Purchase
Warrants, the date on which the Common Stock Purchase Warrants were issued, and
the shares of Class B non-voting common stock underlying each Warrant.

                                                            Shares of Common
Name:                    Date Issued                   Stock underlying Warrants
- -----                    -----------                   -------------------------
                                                 
Gregory S. Bentley       12/26/00                      381,333.35
Barry J. Bentley         12/26/00                       69,333.33
Keith A. Bentley         12/26/00                       69,333.33
Cristobal Conde          12/26/00                      173,333.33
David Ehret              12/26/00                      173,333.33
Robert Greifeld          12/26/00                      173,333.33

Argosy Investment
  Partners II, L.P.      07/02/01                      346,666.67
Malcolm S. Walter        07/02/01                       13,866.67

Gabriel Norona           09/18/01                      285,293
Francisco Norona         09/18/01                       53,176
Richard D. Bowman        09/18/01                       48,181
Andrew Panayotoff        09/18/01                       38,416
Orestes Norat            09/18/01                       38,416
Robert Cormack           09/18/01                       21,851
Gabriel Norona           09/18/01                       34,666.67
Francisco Norona         09/18/01                       34,666.67

                                                                  Exhibit 10.16

                           WARRANT PURCHASE AGREEMENT

         This Warrant Purchase Agreement (this "AGREEMENT") is executed this
26th day of December, 2000 by Bentley Systems, Incorporated, a Delaware
corporation (the "COMPANY"), in favor of [_____________________________] (the
"BANK"), in accordance with the terms of that certain Revolving Credit and
Security Agreement as of even date herewith among the Company and certain of its
subsidiaries, as Borrowers, PNC Bank, National Association, as Agent, the Bank
and certain other financial institutions, as Lenders (as amended, modified or
replaced from time to time, the "LOAN AGREEMENT"). In consideration of the
extension of credit by the Bank to the Company under the Loan Agreement, the
Company has agreed to issue to the Bank [_____] warrants (each, a "WARRANT") to
purchase one fully paid and nonassessable share of the Class B non-voting common
stock of the Company, par value $0.01 per share (the "COMMON STOCK"). The shares
of Common Stock purchasable upon exercise of the Warrants and the purchase price
per Warrant are referred to herein as the "WARRANT SHARES" and the "EXERCISE
PRICE," respectively.

         NOW, THEREFORE, in consideration of the foregoing, the covenants and
agreements hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the Company and the Bank agree as follows:

1.       GRANT OF WARRANTS. The Company hereby grants to the Bank [______]
Warrants. Each Warrant initially shall be exercisable for one share of Common
Stock. The Bank and any subsequent registered holder of a Warrant (each, a
"Holder") shall have the rights and obligations set forth in this Agreement and
in the warrant certificate evidencing such Warrant, which shall be substantially
in the form attached hereto as Exhibit A (a "Warrant Certificate").

2.       WARRANT CERTIFICATE.

         (a) Form of Warrant Certificate. Each Warrant shall be evidenced by a
Warrant Certificate. Each Warrant Certificate shall have such marks of
identification or designation and such legends or endorsements thereon as the
Company deems appropriate, so long as they are not inconsistent with the
provisions of this Agreement, or as are required to comply with any applicable
law, rule or regulation or with any rule or regulation of any stock exchange on
which the Warrants or the Common Stock may from time to time be listed. Each
Warrant Certificate shall entitle the Holder thereof to exercise such number of
Warrants as shall be set forth thereon at the Exercise Price in effect on the
date such Warrant Certificate is delivered by the Company to such Holder;
provided, that the number of Warrants and the Exercise Price shall be subject to
adjustment as provided herein. Each Warrant Certificate shall provide for a "net
issuance option," which will allow the Holder thereof to surrender some of the
Warrants evidenced thereby for cancellation and receive in exchange for other
Warrants evidenced thereby shares of Common Stock, without the payment of any
cash, on the basis of a formula set forth in such Warrant Certificate.

         (b) Signature and Registration.

                  (i) The Warrant Certificates shall be manually executed on
         behalf of the Company by its Chairman of the Board, its President or
         any Vice President and shall be manually attested by the Secretary or
         an Assistant Secretary of the Company.

                  (ii) The Company will keep or cause to be kept at its
         principal office books for the registration and transfer of the Warrant
         Expiration Date Certificates issued hereunder.

         (c) Transfer, Split-Up, Combination and Exchange of Warrant
Certificates. Subject to compliance with all applicable laws and the provisions
of this Agreement, at any time prior to the close of business on the date (the
"Final Expiration Date") that is earlier of (i) December 26, 2010, (ii) if Bank
does not renew its obligations under the Loan Agreement, ninety (90) days after
Bank provides such nonrenewal notice to Bentley, and (iii) two (2) years after
the consummation of an initial public offering by the Company conducted under
and in accordance with the Securities Act of 1933 and the rules and regulations
of the Securities and Exchange Commission and all other federal and state
securities laws (as amended, the "1933 Act") (a "Qualified IPO"), any Warrant
Certificate or Warrant Certificates may be transferred, split up, combined or
exchanged for another Warrant Certificate or Warrant Certificates, entitling the
Holder or Holders thereof to exercise the same number of Warrants as the Warrant
Certificate or Warrant Certificates surrendered to the Company by the Holder
thereof then entitled such Holder to exercise. Any Holder desiring to transfer,
split up, combine or exchange any Warrant Certificate or Warrant Certificates
shall make such request in writing delivered to the Company, and shall surrender
the Warrant Certificate or Warrant Certificates to be transferred, split up,
combined or exchanged, at the principal office of the Company. Thereupon the
Company shall deliver to the person or persons entitled thereto a Warrant
Certificate or Warrant Certificates, as the case may be, as so requested.

         (d) Subsequent Issuance of Warrant Certificates. Subsequent to their
original issuance, no Warrant Certificates shall be issued except (i) Warrant
Certificates issued upon any transfer, combination, split up or exchange of
Warrant Certificates pursuant to Section 2(c), (ii) Warrant Certificates issued
in replacement of mutilated, destroyed, lost or stolen Warrant Certificates, and
(iii) any Warrant Certificate issued pursuant to Section 3(d) upon the partial
exercise of any Warrant Certificate to evidence the unexercised portion of such
Warrant Certificate.

3.       EXERCISE OF WARRANTS; EXERCISE PRICE.

         (a) The Holder of any Warrant Certificate may exercise, upon and after
the consummation of a Qualified IPO or upon and after the occurrence of a Change
of Control, the Warrants evidenced thereby in whole or in part by surrendering
such Warrant Certificate, with the form of election to exercise attached thereto
duly completed and executed, to the Company at its principal office, together,
to the extent necessary, with payment of the aggregate Exercise Price for the
Warrants being exercised, at or prior to the close of business on the Final
Expiration Date.

                                      -2-

         (b) The Exercise Price for each Warrant shall initially be $10.17. The
Exercise Price shall be subject to adjustment from time to time as provided in
Section 6 and shall be payable in accordance with Section 3(c).

         (c) Upon receipt of a Warrant Certificate, with the form of election to
exercise duly completed and executed, accompanied by payment of the aggregate
Exercise Price for the Warrants being exercised, except to the extent that the
Holder thereof has determined to use the net issuance option, and an amount
equal to any applicable transfer taxes required to be paid by such Holder in
accordance with Section 5(c) in cash or by certified check or cashier's check
payable to the order of the Company, the Company shall promptly: (1) requisition
from any transfer agent of the Common Stock or otherwise obtain certificates for
the number of shares of Common Stock being purchased; (ii) when appropriate,
prepare or cause to be prepared a check for the amount of cash to be paid in
lieu of the issuance of a fractional share in accordance with Section 7; (iii)
after receipt of such certificates, cause the same to be delivered to or upon
the order of such Holder, registered in such name or names as designated by such
Holder; and (iv) when appropriate, deliver such check to or upon the order of
such Holder. The Company hereby irrevocably authorizes each transfer agent of
the Common Stock to comply with all such requests from the Company in accordance
with this Section 3 (c).

         (d) If the Holder of any Warrant Certificate shall exercise less than
all the Warrants evidenced thereby, a new Warrant Certificate evidencing a
number of Warrants equal to the number of Warrants remaining unexercised shall
be issued by the Company to such Holder or to its duly authorized assigns,
subject to the provisions of Section 7.

4.       CANCELLATION OF WARRANT CERTIFICATES.  All Warrant Certificates
surrendered to the Company for exercise, transfer, split up, combination or
exchange shall be canceled by it, and no Warrant Certificates shall be issued in
lieu thereof except as expressly permitted by the provisions of this Agreement.

5.       RESERVATION AND AVAILABILITY OF COMMON STOCK; TAXES.

         (a) The Company shall, at all times, reserve and keep available out of
its authorized and unissued shares of Common Stock or out of any shares of
Common Stock held in its treasury that number of shares of Common Stock that
will from time to time be sufficient to permit the exercise in full of all
outstanding Warrants.

         (b) The Company shall take all such action as may be necessary to
ensure that all shares of Common Stock delivered upon the exercise of any
Warrants shall, at the time of delivery of the certificates for such shares of
Common Stock, be duly authorized, validly issued, fully paid and nonassessable.

         (c) The Company shall pay when due and payable any and all federal and
state transfer taxes and charges (other than any applicable income taxes) that
may be payable in respect of the issuance or delivery of Warrant Certificates or
of certificates for shares of Common Stock receivable upon the exercise of any
Warrants; provided, however, that the Company shall not be required to pay any
tax that may be payable in respect of the issuance and

                                      -3-

delivery of any Warrant Certificate or stock certificate registered in a name
other than that of the Holder of the Warrant Certificate that has been
surrendered.

6.       ADJUSTMENTS.

         (a) General. The Exercise Price, the number of outstanding Warrants and
the number and kind of stock or other securities or property purchasable upon
exercise of a Warrant shall be subject to adjustment from time to time pursuant
to the terms of this Section 6.

         (b) Dilutive Issuances.

                  (i) Special Definitions. For purposes of this Section 6, the
         following definitions shall apply:

                           (A) "Additional Shares of Common Stock" shall mean
                  all shares of Common Stock issued (or, pursuant to Section
                  6(b)(iii), deemed to be issued) by the Company after the
                  Original Issue Date, other than shares of Common Stock issued
                  or issuable:

                           (I)      upon conversion or exchange of any
                                    Convertible Securities outstanding on the
                                    Original Issue Date;

                           (II)     upon exercise of any Options outstanding on
                                    the Original Issue Date;

                           (III)    as a dividend or distribution pro rata on
                                    the outstanding shares of Common Stock;

                           (IV)     as a result of any stock split, combination,
                                    reclassification, exchange or substitution
                                    for which an adjustment is provided in
                                    Section 6(c), (d) or (e);

                           (V)      upon exercise of any Warrants; or

                           (VI)     to employees, officers or directors of, or
                                    consultants or advisors to, the Company or
                                    any subsidiary of the Company pursuant to a
                                    stock grant, stock option plan, employee
                                    stock purchase plan, restricted stock plan
                                    or any other similar plan or agreement,
                                    which grant, plan or agreement was approved
                                    by the Board of Directors of the Company
                                    (the "Board") prior to its implementation.

                           (B) "Convertible Securities" shall mean any evidences
                  of indebtedness, shares or other securities directly or
                  indirectly convertible into or exchangeable for shares of
                  Common Stock.

                           (C) "Option" shall mean any right, option or warrant
                  to subscribe for, purchase or otherwise acquire shares of
                  Common Stock or Convertible Securities,

                                      -4-

                  excluding rights, options or warrants described in clause (V)
                  or (VI) of Section 6(b)(i)(A).

                           (D) "Original Issue Date" shall mean the date of this
                  Agreement.

                  (ii) No Adjustment in Certain Circumstances. No adjustment to
         the Exercise Price or the number of Warrants shall be made pursuant to
         this Section 6(b) unless the consideration per share (determined
         pursuant to Section 6(b)(v)) for an Additional Share of Common Stock
         issued or deemed to be issued by the Company is less than the fair
         market value on the date of, and immediately prior to, the issuance or
         deemed issuance of such Additional Share of Common Stock.

                  (iii) Issuance of Securities Deemed to be an Issuance of
         Additional Shares of Common Stock. If at any time after the Original
         Issue Date the Company issues any Options or Convertible Securities or
         fixes a record date for the determination of holders of any class of
         securities entitled to receive any Options or Convertible Securities,
         then the maximum number of shares of Common Stock (as set forth in the
         instruments relating thereto, without regard to any provision thereof
         that permits or requires a subsequent adjustment of such number)
         issuable upon the exercise of such Options or, in the case of
         Convertible Securities and Options therefor, the conversion or exchange
         of such Convertible Securities shall be deemed to be Additional Shares
         of Common Stock issued as of the time of such issuance or, in case a
         record date has been fixed, as of the close of business on such record
         date. In any case in which Additional Shares' of Common Stock are
         deemed to have been issued in accordance with the preceding sentence:

                           (A) No further adjustment in the Exercise Price shall
                  be made solely on account of the subsequent issuance of
                  Convertible Securities or shares of Common Stock upon the
                  exercise of any such Options or upon the conversion or
                  exchange of any such Convertible Securities (including
                  Convertible Securities issued upon exercise of Options);

                           (B) If any such Options or Convertible Securities by
                  their terms provide for any change in the terms or kind of
                  consideration payable to the Company upon the exercise,
                  conversion or exchange thereof, whether on account of the
                  passage of time or for any other reason, then the Exercise
                  Price computed based upon the original issuance thereof (or
                  upon the occurrence of a record date with respect thereto) and
                  as subsequently adjusted for other reasons shall, upon any
                  such change becoming effective, be recomputed based on the
                  number of such Options or Convertible Securities then
                  outstanding to reflect such change;

                           (C) If the number of shares of Common Stock issuable
                  upon the exercise, conversion or exchange of any such Options
                  or Convertible Securities changes, including, but not limited
                  to, any change resulting from the operation of the
                  anti-dilution provisions thereof, then the Exercise Price
                  computed based upon the original issuance thereof (or upon the
                  occurrence of a record date with respect thereto) and as
                  subsequently adjusted for other reasons shall, upon any such

                                      -5-

                  change becoming effective, be recomputed based on the number
                  of such Options or Convertible Securities then outstanding to
                  reflect such change;

                           (D) If any such Options or the conversion or exchange
                  privileges represented by any such Convertible Securities
                  expire or terminate not having been exercised, then the
                  Exercise Price computed based upon the original issuance
                  thereof (or upon the occurrence of a record date with respect
                  thereto) and as subsequently adjusted for other reasons shall,
                  upon any such expiration or termination becoming effective, be
                  recomputed based on the number of such Options or Convertible
                  Securities then outstanding to reflect such expiration or
                  termination; and

                           (E) No readjustment pursuant to Clause (B), (C) or
                  (D) above shall have the effect of increasing the Exercise
                  Price to an amount that exceeds the lower of (x) the Exercise
                  Price on the original adjustment date prior to the original
                  adjustment thereof on account of such deemed issuance or (y)
                  the Exercise Price that would have resulted from any other
                  issuances or deemed issuances of Additional Shares of Common
                  Stock between such original adjustment date and any such
                  readjustment date without taking into account such original
                  adjustment.

         In the event that the Company, after the Original Issue Date, amends
         the terms of any Options or Convertible Securities (whether such
         Options or Convertible Securities were outstanding on the Original
         Issue Date or were issued after the Original Issue Date), then such
         Options or Convertible Securities, as so amended, shall be deemed to
         have been issued after the Original Issue Date and the provisions of
         this Section 6(b) shall apply to them as of the date of such amendment.

                  (iv) Adjustment of Exercise Price Upon Issuance of Additional
         Shares of Common Stock. In the event that the Company, after the
         Original Issue Date, issues any Additional Shares of Common Stock
         (including Additional Shares of Common Stock deemed to be issued
         pursuant to Section 6(b)(iii)), without consideration or for a
         consideration per share less than the fair market value on the date of
         and immediately prior to such issuance, then such Exercise Price shall
         be reduced, concurrently withsuch issuance, to a price (calculated to
         the nearest cent) determined by multiplying such Exercise Price by a
         fraction, (A) the numerator of which shall be (I) the number of shares
         of Common Stock outstanding immediately prior to such issuance, plus
         (II) the number of shares of Common Stock that the aggregate
         consideration received or to be received by the Company for the total
         number of Additional Shares of Common Stock so issued would purchase at
         such Exercise Price; and (B) the denominator of which shall be (I) the
         number of shares of Common Stock outstanding immediately prior to such
         issuance, plus (II) the number of such Additional Shares of Common
         Stock so issued. For purposes of this Section 6(b)(iv), (x) if a record
         date is set for the issuance or deemed issuance of any Additional
         Shares of Common Stock, then the close of business on such record date
         shall be treated as the time of issuance of such Additional Shares of
         Common Stock; (y) all shares of Common Stock issuable upon exercise,
         conversion or exchange of Options or Convertible Securities (including
         Convertible Securities issuable upon exercise of Options) outstanding
         immediately prior to such issuance shall be deemed to be

                                      -6-

         outstanding (other than any shares excludable from the definition of
         "Additional Shares of Common Stock" in accordance with Section
         6(b)(i)(A)M or (VI)); and (z) the number of shares of Common Stock
         deemed outstanding upon exercise, conversion or exchange of such
         outstanding Options and Convertible Securities (including Convertible
         Securities issuable upon exercise of Options) shall be determined
         without giving effect to any adjustments to the exercise, conversion or
         exchange prices or ratios of such Options or Convertible Securities
         resulting from the issuance of the Additional Shares of Common Stock
         that is the subject of the calculation.

                  (v) Determination of Consideration. For purposes of this
         Section 6(b), the consideration received by the Company for the
         issuance of any Additional Shares of Common Stock shall be computed as
         follows:

                           (A) Cash and Property. Such consideration shall:

                           (I)      insofar as it consists of cash, be computed
                                    as the aggregate of cash received by the
                                    Company, excluding amounts paid or payable
                                    for accrued interest or accrued dividends;

                           (II)     insofar as it consists of services or
                                    property other than cash, be computed at the
                                    fair market value thereof at the time of
                                    such issuance, as determined in good faith
                                    by the Board; and

                           (III)    in the event that Additional Shares of
                                    Common Stock are issued together with other
                                    shares or securities or other assets for a
                                    combined consideration, be the pro rata
                                    portion of such consideration so received,
                                    computed as provided in clauses (I) and (II)
                                    above, as determined in good faith by the
                                    Board.

                           (B) Options and Convertible Securities. The
                  consideration per share received by the Company for Additional
                  Shares of Common Stock deemed to have been issued pursuant to
                  Section 6(b)(iii), relating to Options and Convertible
                  Securities, shall be determined by dividing

                           (I)      the total amount, if any, received or
                                    receivable by the Company as consideration
                                    for the issuance of such Options or
                                    Convertible Securities, plus the minimum
                                    aggregate amount of additional consideration
                                    (as set forth in the instruments relating
                                    thereto, without regard to any provision
                                    thereof that permits or requires a
                                    subsequent adjustment of such consideration)
                                    payable to the Company upon the exercise of
                                    such Options or the conversion or exchange
                                    of such Convertible Securities or, in the
                                    case of Options for Convertible Securities,
                                    the exercise of such Options for Convertible
                                    Securities and the conversion or exchange of
                                    such Convertible Securities, by

                           (II)     the maximum number of shares of Common Stock
                                    (as set forth in the instruments relating
                                    thereto, without regard to any provision

                                      -7-

                                    thereof that permits or requires a
                                    subsequent adjustment of such number)
                                    issuable upon the exercise of such Options
                                    or the conversion or exchange of such
                                    Convertible Securities or, in the case of
                                    Options for Convertible Securities, the
                                    exercise of such Options for Convertible
                                    Securities and the conversion or exchange of
                                    such Convertible Securities.

         (c) Adjustment for Stock Splits and Combinations. If the Company, at
any time or from time to time, after the Original Issue Date effects a
subdivision of the outstanding Common Stock, the Exercise Price in effect
immediately before that subdivision shall be proportionately decreased. If the
Company, at any time or from time to time, after the Original Issue Date
combines the outstanding shares of Common Stock, the Exercise Price in effect
immediately before the combination shall be proportionately increased. Any
adjustment in accordance with this Section 6(c) shall become effective at the
close of business on the date that the related subdivision or combination
becomes effective.

         (d) Adjustment for Reorganization, Reclassification or Substitution. If
the shares of Common Stock issuable upon exercise of the Warrants are changed
into the same or a different number of shares of any class or classes of stock
of the Company or other securities or property of the Company, whether by
capital reorganization, reclassification or otherwise (other than a subdivision
or combination of shares provided for above or a stock dividend, merger,
consolidation, share exchange or sale of assets provided for below), then, from
and after each such event, each Holder of a Warrant shall have the right to
exercise such Warrant for the amount and kind of shares of stock and other
securities and property receivable upon such reorganization, reclassification or
other change by a holder of the number of shares of Common Stock for which such
Warrant would have been exercisable immediately prior to such reorganization,
reclassification or change, subject to further adjustment as provided herein.

         (e) Adjustment for Merger, Consolidation, etc. In case of any merger,
consolidation or share exchange of the Company with or into another person, a
sale of all or substantially all of the assets of the Company to another person
or any other transaction involving the Company and another person having a
similar effect (other than a subdivision or combination of shares or
reorganization, reclassification or other transaction provided for above or a
stock dividend provided for below), then, from and after each such event, each
Holder of a Warrant shall have the right to exercise such Warrant for the amount
and kind of shares of stock and other securities and property receivable upon
such merger, consolidation, share exchange, sale or other transaction by a
holder of the number of shares of Common Stock for which such Warrant would have
been exercisable immediately prior to such merger, consolidation, share
exchange, sale or other transaction, subject to further adjustment as provided
herein. In each such case, prior to and as a condition to the consummation of
any such transaction, appropriate adjustments (as determined in good faith by
the Board) shall be made in the provisions of this Section 6 with respect to the
rights and interests of the Holders of the Warrants, to the end that these
provisions shall thereafter be applicable, in as equivalent a manner as
reasonably can be achieved, in relation to any shares of stock, other securities
or property thereafter deliverable upon exercise of the Warrants.

                                      -8-

         (f) Adjustment for Certain Dividends and Distributions. If the Company,
at any time or from time to time, after the Original Issue Date makes or issues,
or fixes a record date for the determination of holders of shares of Common
Stock entitled to receive, a dividend or other distribution payable in
Additional Shares of Common Stock, then, and in each such event, the Exercise
Price in effect from and after the time of such issuance or, in the event such a
record date has been fixed, the close of business on such record date shall be
equal to the product of the Exercise Price in effect immediately prior to such
time multiplied by a fraction:

                  (i) the numerator of which shall be the total number of shares
         of Common Stock issued and outstanding immediately prior to the time of
         such issuance or the close of business on such record date; and

                  (ii) the denominator of which shall be the total number of
         shares of Common Stock issued and outstanding immediately prior to the
         time of such issuance or the close of business on such record date,
         plus the number of shares of Common Stock issued or issuable in payment
         of such dividend or distribution; provided, however, that if such a
         record date has been fixed and such dividend is not fully paid or such
         distribution is not fully made on the date set therefor, then the
         Exercise Price then in effect shall be appropriately recalculated as of
         the close of business on such record date.

         (g) Adjustments for Other Dividends and Distributions. If the Company,
at any time or from time to time, after the Original Issue Date makes or issues,
or fixes a record date for the determination of holders of shares of Common
Stock entitled to receive, a dividend or other distribution payable in
securities of the Company or any subsidiary of the Company other than shares of
Common Stock, then, and in each such event, appropriate provision shall be made
so that each Holder of a Warrant exercised after such issuance or such record
date, as the case may be, shall receive, in addition to the shares of Common
Stock otherwise receivable upon such exercise, the amount of securities and
other property, if any, that would have been received by such Holder had such
Warrant been exercised immediately prior to such issuance or the close of
business on such record date and the securities received upon such exercise been
retained from the date of such issuance or such record date to and including the
actual exercise date of such Warrant.

         (h) Adjustment in Number of Warrants. When any adjustment is required
to be made in the Exercise Price pursuant to this Section 6, then the number of
outstanding Warrants shall be simultaneously adjusted to equal the number
determined by dividing (1) the product of the number of Warrants outstanding
immediately prior to such adjustment multiplied by the Exercise Price in effect
immediately prior to such adjustment, by (ii) the Exercise Price in effect
immediately after such adjustment.

         (i) Certificate as to Adjustment. Upon the occurrence of any event that
results or will result in an adjustment of the Exercise Price pursuant to this
Section 6, the Company shall promptly compute such adjustment in accordance with
the terms of this Section 6 and furnish to each Holder of a Warrant a
certificate setting forth such adjustment and the related adjustment in the
number of outstanding Warrants and describing in reasonable detail the facts
upon which such adjustments are based. The Company shall, upon the written
request at any time of any Holder of a Warrant, furnish or cause to be furnished
to such Holder a certificate setting forth (i)

                                      -9-

all such adjustments since the Original Issue Date, (ii) the Exercise Price then
in effect, and (iii) the number of shares of Common Stock and the amount, if
any, of other securities or property that would then be receivable upon exercise
of a Warrant.

7.       FRACTIONAL SHARES.

         (a) The Company shall not be required to issue fractional shares of
Common Stock upon the exercise of any Warrants or to distribute certificates
that evidence fractional shares of Common Stock. In lieu of issuing a fractional
share of Common Stock, the Company shall pay to the Holder of any Warrants at
the time such Warrants are exercised an amount in cash equal to the same
fraction of the current market value of one share of Common Stock on the date
that such Warrants are exercised.

         (b) For purposes hereof, the current market value of a share of Common
Stock (or any other security) shall be the closing price per share of Common
Stock (or the standard unit for such other security) on the date of
determination. Such closing price shall be:

                  (i) the last sale price, regular way, or, in case no such sale
         takes place, the average of the closing bid and asked prices on the
         date of determination, in either.case as reported in the principal
         consolidated transaction reporting system with respect to securities
         listed or admitted to trading on the New York Stock Exchange; or

                  (ii) if the Common Stock (or such other class or series of
         securities) is not listed or admitted to trading on the New York Stock
         Exchange, the last sale price, regular way, or, in case no such sale
         takes place, the average of the closing bid and asked prices on such
         day, in either case as reported in the principal consolidated
         transaction reporting system with respect to securities listed or
         admitted to trading on the principal national securities exchange on
         which the Common Stock (or such other class or series of securities) is
         listed or admitted to trading; or

                  (iii) if the Common Stock (or such other class or series of
         securities) is not listed or admitted to trading on any national
         securities exchange, the last quoted sale price or, if not so quoted,
         the average of the high bid and low asked prices on such day in the
         over-the-counter market, as reported by the National Association of
         Securities Dealers, Inc. Automated Quotations System or such other
         system then in use by such organization; or

                  (iv) if the Common Stock (or such other class or series of
         securities) is not listed or admitted to trading on any national
         securities exchange and prices therefor are not reported by such
         organization, the average of the closing bid and asked prices as
         furnished by a professional market maker making a market in the Common
         Stock (or such other class or series of securities) selected by the
         Board; or

                  (v) if the Common Stock (or such other class or series of
         securities) is not so listed or admitted to trading and prices therefor
         are not so reported or quoted, the fair market value per share (or
         other appropriate unit) as determined in good faith by the Board, whose
         determination shall be conclusive and binding on all Holders of
         Warrants.

                                      -10-

8.       AGREEMENT OF WARRANT HOLDERS. Every Holder of a Warrant, by accepting
the same, acknowledges and agrees with the Company and with every other Holder
of a Warrant that:

         (a) Each Warrant is transferable only by the transfer of the Warrant
Certificate that evidences such Warrant upon the registry books of the Company
which shall be accomplished by surrendering such Warrant Certificate for
transfer at the Company's principal office, duly endorsed or accompanied by a
proper instrument of transfer; and

         (b) The Company may deem and treat the person in whose name a Warrant
Certificate is registered as the absolute owner thereof and of the Warrants
evidenced thereby for all purposes whatsoever, notwithstanding any notations of
ownership or writing on such Warrant Certificate made by anyone other than the
Company or any other notice to the contrary.

9.       RESTRICTIONS ON TRANSFER.

         (a) The Warrants and the Warrant Shares or other securities issuable
upon exercise of the Warrants may not be sold or otherwise transferred unless
either (1) such transaction first shall have been registered under the 1933 Act
and any applicable state or other securities law or (ii) the Company first shall
have been furnished with an opinion of legal counsel or other evidence, in
either case reasonably satisfactory to the Company, to the effect that such
transaction is exempt from the registration requirements of the 1933 Act and any
applicable state or other securities law.

         (b) Each certificate evidencing securities issuable upon exercise of a
Warrant shall bear a legend substantially in the following form:

         THE SECURITIES EVIDENCED HEREBY WERE ACQUIRED IN A TRANSACTION THAT WAS
         NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAW. THE HOLDER
         HEREOF, BY ACQUIRING THIS INSTRUMENT, AGREES FOR THE BENEFIT OF BENTLEY
         SYSTEMS, INCORPORATED (THE "COMPANY") THAT THE SECURITIES EVIDENCED
         HEREBY MAY BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) (1)
         PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
         SECURITIES ACT, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE SECURITIES ACT; AND (B) PURSUANT TO AN AVAILABLE EXEMPTION OR
         EFFECTIVE REGISTRATION UNDER ANY APPLICABLE STATE OR OTHER SECURITIES
         LAW.

Notwithstanding the foregoing, such legend shall not be placed on any such
certificate or shall be removed from any such certificate (i) at the request of
the holder thereof, if such holder shall be entitled to sell the securities to
be evidenced or evidenced thereby in accordance with Rule 144(k) under the 1933
Act, or (ii) if the holder thereof is selling the securities to be evidenced or
evidenced thereby in a registered public offering in accordance with Section 8.

10.      WARRANT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER. No Holder of any
Warrant, as such, shall be entitled to vote or receive dividends or shall be
deemed for any other purpose the holder of the shares of Common Stock or other
securities which may at any time be issuable

                                      -11-

upon the exercise of such Warrant. Nothing contained herein or in any Warrant
Certificate shall be construed to confer upon the Holder of any Warrant, as
such, any of the rights of a stockholder of the Company, including any right to
vote for the election of directors or upon any other matter submitted to
stockholders of the Company at any meeting thereof, to give or withhold consent
to any corporate action, or to receive notice of meetings or other actions
affecting stockholders, except as otherwise expressly provided herein or therein
or until such Warrant has been exercised in accordance with the provisions
hereof and thereof.

11.      ISSUANCE OF NEW WARRANT CERTIFICATES. Notwithstanding anything to the
contrary set forth herein or in the Warrant Certificates, the Company may, at
its option, issue new Warrant Certificates evidencing the Warrants, in such form
as may be approved by the Board, to reflect any adjustment or change in the
Exercise Price and the number or kind of stock or other securities or property
purchasable upon exercise of the Warrants.

12.      CAPITALIZED TERMS. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to them in the Loan Agreement.

13.      SUCCESSORS AND ASSIGNS. The terms of this Agreement shall be binding
upon the Company and the Bank and their respective permitted successors and
assigns.

14.      INTEGRATION. This Agreement and the Warrant Certificates represent the
entire agreement of the Company and the Bank with respect to the subject matter
hereof and thereof, and there are no promises, undertakings, representations or
warranties by either relative to the subject matter hereof and thereof not
expressly set forth or referred to herein or in the Warrant Certificates.

15.      GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. THIS
AGREEMENT AND ALL RELATED INSTRUMENTS AND AGREEMENTS SHALL BE DEEMED TO BE
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY IN THE COMMONWEALTH OF PENNSYLVANIA,
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF PENNYSLVANIA (WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF
CONCERNING CHOICE OF LAW) AND THE UNITED STATES OF AMERICA. THE FEDERAL COURTS
AND COURTS OF PENNSYLVANIA LOCATED IN ALLEGHENY COUNTY, PENNSYLVANIA SHALL HAVE
EXCLUSIVE JURISDICTION OVER ANY PROCEEDINGS IN CONNECTION HEREWITH AND
THEREWITH. EACH OF THE BANK AND THE COMPANY HEREBY WAIVES ANY RIGHT THAT IT MAY
HAVE TO A TRIAL BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN TORT, CONTRACT,
EQUITY OR OTHERWISE) ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY RELATED
MATTERS, AND ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A
JURY.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      -12-

         WITNESS the due execution of this Agreement as of the date first above
written.

                               BENTLEY SYSTEMS, INCORPORATED

                               By:     /s/ David Nation
                                       ---------------------------------
                               Name:   David Nation
                                       ---------------------------------
                               Title:  Senior Vice President
                                       ---------------------------------

                               [-----------------------------------]

                               By:
                                        --------------------------------

                                        [-----------------------------]

                                      -13-

                     Schedule of Warrant Purchase Agreements

         The following schedule identifies the individuals that are a party to a
Warrant Purchase Agreement and the shares of Class B non-voting common stock
underlying Warrants granted pursuant to such Warrant Purchase Agreement.

                                                    Shares of Common
                  Name :                            Stock underlying Warrants
                                                 
                  PNC Bank, N.A.                    640,844

                  Citicorp USA, Inc.                347,446

                                      -14-

                                                                   Exhibit 10.17

      THE WARRANTS EVIDENCED HEREBY WERE ISSUED IN A TRANSACTION THAT WAS NOT
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT"), OR ANY STATE OR OTHER SECURITIES LAW. THE HOLDER HEREOF, BY
      ACQUIRING THIS INSTRUMENT, AGREES FOR THE BENEFIT OF BENTLEY SYSTEMS,
      INCORPORATED (THE "COMPANY") THAT THE WARRANTS EVIDENCED HEREBY MAY BE
      SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) (1) PURSUANT TO AN
      AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (2)
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT;
      AND (B) PURSUANT TO AN AVAILABLE EXEMPTION OR EFFECTIVE REGISTRATION UNDER
      ANY APPLICABLE STATE OR OTHER SECURITIES LAW.

      THE WARRANTS EVIDENCED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE
      THEREOF ARE SUBJECT TO A WARRANT PURCHASE AGREEMENT DATED DECEMBER 26,
      2000 BETWEEN THE COMPANY AND [_____________________________] (AS THE SAME
      MAY BE SUPPLEMENTED, MODIFIED, AMENDED OR RESTATED FROM TIME TO TIME, THE
      "WARRANT AGREEMENT"). A COPY OF THE WARRANT AGREEMENT IS AVAILABLE FOR
      REVIEW AT THE PRINCIPAL OFFICE OF THE COMPANY.

                         COMMON STOCK PURCHASE WARRANTS

DATE OF ISSUANCE:  DECEMBER 26, 2000

      Capitalized terms used and not otherwise defined in this instrument shall
have the meanings assigned to them in the Warrant Agreement. The Company
certifies that [___________________________] is the Holder of [_____] warrants
(the "WARRANTS") to purchase fully paid and nonassessable shares of the Class B
common stock of the Company, par value $0.01 per share (the "COMMON STOCK"),
upon the terms and subject to the provisions of the Warrant Agreement and this
instrument (the "WARRANT CERTIFICATE"). The Exercise Price shall initially be
$10.17 and each Warrant shall be exercisable for one share of Common Stock. The
Exercise Price and the number of Warrants evidenced hereby shall be subject to
adjustment as provided in the Warrant Agreement. The Warrants evidenced hereby
shall be exercisable at any time and from time to time pursuant to the terms and
conditions hereof until the close of business on the Final Expiration Date.

1.    Exercise of Warrants.

1.1 Each Warrant evidenced hereby may be exercised, upon and after the
consummation of a Qualified IPO or upon and after the occurrence of a Change of
Control, by the Holder of this Warrant Certificate at any time by surrender
hereof to the Company, together with the Exercise Form, in the form attached
hereto as Annex 1 (the "EXERCISE FORM"), duly completed and executed and payment
of an amount equal to the Exercise Price multiplied by the number of Warrants
being exercised. At the option of the Holder hereof, payment of the

Exercise Price may be made by either (i) cash, (ii) a certified or cashier's
check payable to the order of the Company, or (iii) exercise of the net issuance
option pursuant to Section 1.4. Upon the Company's receipt of this Warrant
Certificate, the duly completed and executed Exercise Form and the requisite
payment, the Company shall issue and deliver (or cause to be delivered) stock
certificates representing the aggregate number of shares of Common Stock being
purchased. In the event that less than all of the Warrants evidenced hereby are
being exercised, the Company shall issue and deliver (or cause to be delivered)
a new Warrant Certificate or Certificates at the same time such stock
certificates are delivered. That new Warrant Certificate or those new Warrant
Certificates shall entitle the persons in whose names they are registered to
exercise in the aggregate the number of Warrants not exercised in that partial
exercise and shall otherwise have the same terms and provisions as this Warrant
Certificate.

         1.2 In the event that the Holder of this Warrant Certificate desires
that any or all of the stock certificates to be issued upon the exercise of any
Warrants evidenced hereby be registered in a name or names other than that of
such Holder, such Holder must so request in writing at the time of exercise. In
addition, such Holder must remit to the Company funds sufficient to pay all
transfer taxes (if any) payable in connection with such delivery of such stock
certificates or prove, to the reasonable satisfaction of the Company, that no
such taxes are payable in connection with such transaction.

         1.3 Upon due exercise by the Holder hereof of any Warrants evidenced
hereby, whether in whole or in part, such Holder (or any other person to whom a
stock certificate hereby, to be issued) shall be deemed for all purposes to have
become the holder of record of the shares of Common Stock for which those
Warrants have been so exercised effective immediately prior to the close of
business on the day this Warrant Certificate, the duly completed and executed
Exercise Form and the requisite payment are duly delivered to the Company,
irrespective of the date of actual delivery of the stock certificates
representing such shares of Common Stock.

         1.4 Notwithstanding anything to the contrary set forth herein, if the
current market value of a share of Common Stock (determined in accordance with
Section 7(b) of the Warrant Agreement) is greater than the Exercise Price on the
Date of Determination, in lieu of exercising Warrants evidenced hereby for cash,
the Holder hereof may elect to receive shares of Common Stock equal to the value
(determined in the manner set forth below) of a designated number of such
Warrants by surrender of this Warrant Certificate at the principal office of the
Company together with a duly completed and executed Exercise Form. The "DATE OF
DETERMINATION" is the business day immediately preceding the day on which this
Warrant Certificate is being delivered to the Company pursuant to this Section
1. In such event, the Company shall issue to the Holder hereof a number of
shares of Common Stock computed using the following formula:

                                   Y = X (A-B)
                                       -------
                                         A

Where:

A =   the current market value of a share of Common Stock on the Date of
      Determination;

                                      -2-

B =   the Exercise Price as of the close of business on the Date of
      Determination;

X =   the number of shares of Common Stock purchasable upon exercise of the
      Warrants being cancelled if such Warrants were being exercised instead of
      being cancelled; and

Y =   the number of shares of Common Stock to be issued to such Holder.

2.    Surrender of Warrants, Expenses.

         2.1 Whether in connection with the exercise, transfer, split-up,
combination, exchange or replacement of this Warrant Certificate or any Warrants
evidenced hereby, surrender of this Warrant Certificate shall be made to the
Company during normal business hours on a business day (unless the Company
otherwise permits) at the principal office of the Company located at 685
Stockton Drive, Exton, Pennsylvania 19431 or to such other office or to any duly
authorized representative of the Company as from time to time may be designated
by the Company by written notice given to the Holders of the Warrants.

         2.2 The Company shall pay all costs and expenses incurred in connection
with the exercise, transfer, split-up, combination, exchange or replacement of
this Warrant Certificate or any Warrants evidenced hereby, including the costs
of preparation, execution and delivery of Warrant Certificates and stock
certificates, and shall pay all taxes (other than any taxes measured by the
income of any person other than the Company) and other charges imposed by law
payable in connection with the transfer, split-up, combination, exchange or
replacement of this Warrant Certificate or any Warrants evidenced hereby except
as otherwise provided in Section 5(c) of the Warrant Agreement.

3.    Warrant Register Exchange; Transfer; Loss.

         3.1 The Company shall, at all times, maintain at its principal office
referenced above an open register for the Warrants, in which the Company shall
record the name and address of each Holder to whom Warrants have been issued or
transferred.

         3.2 Subject to applicable law and the provisions of the Warrant
Agreement, this Warrant Certificate may be exchanged for two or more Warrant
Certificates entitling the Holder hereof to exercise the same aggregate number
of Warrants at the same Exercise Price and otherwise having the same terms and
provisions as this Warrant Certificate. The Holder hereof may request such an
exchange by surrendering this Warrant Certificate to the Company, together with
a written request specifying the desired number of Warrant Certificates and the
allocation among them of the Warrants evidenced hereby.

         3.3 Subject to applicable law and the provisions of the Warrant
Agreement, this Warrant Certificate and the Warrants evidenced hereby may be
transferred, in whole or in part, by the Holder hereof. A transfer shall be
effected by surrendering this Warrant Certificate to the Company, together with
an Assignment Form, in the form attached hereto as Annex 2 (the "ASSIGNMENT
FORM"), duly completed and executed. Within five (5) Business Days after the
Company's receipt of this Warrant Certificate and the Assignment Form so
completed and

                                      -3-

executed, the Company shall issue and deliver to each transferee a new Warrant
Certificate evidencing the number of Warrants being transferred to such person
and otherwise having the same Exercise Price and other terms and provisions of
this Warrant Certificate, which the Company will register in such new Holder's
name. To the extent applicable, the Company shall issue to the Holder hereof a
new Warrant Certificate evidencing the Warrants not being transferred to any
person and otherwise having the same Exercise Price and other terms and
provisions of this Warrant Certificate.

         3.4 In the event of the loss, theft or destruction of this Warrant
Certificate, the Company shall execute and deliver an identical Warrant
Certificate to the Holder hereof in substitution herefor upon the Company's
receipt of (i) evidence reasonably satisfactory to the Company of such event
(with the affidavit of an institutional Holder being such sufficient evidence),
and (ii) if requested by the Company, an indemnity agreement from any
institutional Holder or an indemnity bond from any other Holder reasonably
satisfactory in form and amount to the Company.

4.    Rights and Obligations of the Company and the Warrant Holder.

         4.1 The Company and the Holder of this Warrant Certificate are entitled
to the rights and bound by the obligations set forth in the Warrant Agreement,
all of which rights and obligations are hereby incorporated by reference herein.
This Warrant Certificate shall not entitle its Holder to any rights as a
stockholder of the Company (other than as set forth in Section 1.3).

                          SIGNATURES ON FOLLOWING PAGE

                                      -4-

      IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
executed by its duly authorized representative and attested to by its Secretary
or an Assistant Secretary.

                              BENTLEY SYSTEMS, INCORPORATED

                              By:   /s/ David G. Nation
                                 ---------------------------------------
                              Name: David G. Nation
                                   -------------------------------
                              Title:  Senior Vice President
                                    ------------------------------

                                      -5-

                                     Annex 1

                                  EXERCISE FORM

      The undersigned Holder hereby irrevocably elects to exercise ____ Warrants
to purchase fully paid and nonassessable shares of the common stock, [no] par
value [$__] per share, of Bentley Systems, Incorporated (the "Company") and/or
such other securities or property as are purchasable upon exercise of such
Warrants, and hereby tenders payment for such shares and/or other securities or
property by:

      (i)   enclosing cash and/or a certified or cashier's check payable to
the order of the Company in the aggregate amount of $_______; and/or

      (ii)  hereby authorizing the cancellation of ________ Warrants.

Instructions for registering the securities on the stock transfer books of the
Company:

Name of Holder:___________________________________________________

State of Organization (if applicable):____________________________

Federal Tax Identification or
    Social Security Number:_______________________________________

Address:__________________________________________________________

        __________________________________________________________

      If this exercise of Warrants evidenced by the attached Warrant Certificate
is not an exercise in full thereof, then the undersigned Holder hereby requests
that a new Warrant Certificate of like tenor (exercisable for the balance of the
Warrants evidenced by the attached Warrant Certificate) be issued in the name of
and delivered to the undersigned Holder at the address on the Warrant register
of the Company.

Dated:_________________________     ____________________________________
                                    (Name of Holder - Please Print)

                                    By:_________________________________
                                          (Signature of Holder or
                                          of Duly Authorized Signatory)

                                    Title:______________________________

                                      -6-

                                     Annex 2

                                 ASSIGNMENT FORM

      For value received, the undersigned Holder hereby sells, assigns and
transfers to the person whose name and address are set forth below all of the
rights of the undersigned Holder with respect to __ Warrants evidenced by the
attached Warrant Certificate.

Name of Transferee:_______________________________________________

State of Organization (if applicable):____________________________

Federal Tax Identification or
    Social Security Number:_______________________________________

Address:__________________________________________________________

        __________________________________________________________

      If this transfer is not a transfer of all the Warrants evidenced by the
attached Warrant Certificate, then the undersigned Holder hereby requests that a
new Warrant Certificate of like tenor evidencing the Warrants not being
transferred pursuant hereto be issued in the name of and delivered to the
undersigned Holder at the address on the Warrant register of________________ .

      The undersigned Holder hereby irrevocably constitutes and appoints_______
as his/her/its attorney to register the foregoing transfer on the books
of_________ maintained for that purpose, with full power of substitution in the
premises.

Dated:________________________      ____________________________________

                                    (Name of Holder - Please Print)

                                    By:_________________________________
                                          (Signature of Holder or
                                          of Duly Authorized Signatory)

                                    Title:______________________________

                                      -7-

               Common Stock Purchase Warrants granted to banks

      The following schedule sets forth the holders of Common Stock Purchase
Warrants granted to banks in consideration of their extension of credit to
Bentley Systems, Incorporated and the shares of Class B non-voting common stock
underlying each Warrant.

                                                      Shares of Common
            Name :                                    Stock underlying Warrants

            PNC Bank, National Association            640,844

            Citicorp USA, Inc.                        347,446

                                      -8-

                                                                  EXHIBIT 10.18

         THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (TOGETHER,
         THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE
         OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF
         COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR BENTLEY SYSTEMS,
         INCORPORATED, TO THE EFFECT THAT THE PROPOSED SALE, ASSIGNMENT,
         TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER
         THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

Date as of July 2, 2001

                          Bentley Systems, Incorporated

                          Common Stock Purchase Warrant

     Bentley Systems, Incorporated, a Delaware corporation (the "Company"),
hereby certifies that, in consideration for [_____] and [_______] Bentley
(collectively, "Holder") entering into a Guaranty and Surety Agreement (the
"Agreement") dated December 26, 2000 (the "Closing Date") in favor of PNC Bank,
National Association ("Agent"), pursuant to which Holder guaranteed certain
obligations of the Company to Agent under the Credit Agreement (as defined
below), Holder, or permitted assigns, is entitled, subject to the terms set
forth below, to purchase from the Company, at any time and from time to time
prior to the tenth anniversary of the Closing Date (the "Expiration Date"), up
to [_______] fully paid and non-assessable shares (the "Warrant Shares") of the
Class B Non-Voting Common Stock, par value $.01 per share, of the Company at a
price per share equal to the Purchase Price (as hereinafter defined); provided,
however, that except as provided in Section 2 hereof, Holder shall not have the
right to exercise this Warrant prior to the fifth anniversary of the Closing
Date. [_____] and [_______] Bentley hold this Warrant as joint tenants with
rights of survivorship. "Purchase Price" means the applicable Exercise Price per
Share (as defined in Schedule I attached hereto) as adjusted from time to time
in accordance with Section 2. Notwithstanding the foregoing, the Purchase Price
and the number and character of shares issuable under this Warrant are subject
to adjustment as set forth in Section 2. This Warrant is herein called the
"Warrant." The term "Credit Agreement" refers to the Revolving Credit and
Security Agreement dated as of December 26, 2000 among the Company, Atlantech
Solutions, Inc., Bentley Software, Inc., Agent, and the lenders named therein.

     1. EXERCISE OF WARRANT. The purchase rights evidenced by this Warrant shall
be exercised by the holder hereof by surrendering this Warrant, with the form of
subscription at the end hereof duly executed by such holder, to the Company at
its office at 685 Stockton Drive, Exton, PA 19341, or such other address as the
Company may specify by written notice to the registered holder hereof,
accompanied by payment, in cash, by certified or official bank check or by wire
transfer of an amount equal to the Purchase Price multiplied by the number of
shares being purchased pursuant to such exercise of the Warrant.

         1.1 Partial Exercise. This Warrant may be exercised for (or cancelled
under Section 1.2 as to) less than the full number of Warrant Shares issuable
hereunder, in which case the number of shares receivable upon the exercise (or
cancellation) of this Warrant as a whole, and the sum payable upon the exercise
of this Warrant as a whole, shall be proportionately reduced. Upon any such
partial exercise (or cancellation), the Company at its expense will forthwith
issue to the holder hereof a new Warrant or Warrants of like tenor calling for
the number of Warrant Shares as to which rights have not been exercised (or
cancelled), such Warrant or Warrants to be issued in the name of the holder
hereof or such holder's nominee (upon payment by such holder of any applicable
transfer taxes).

         1.2 Net Issue Exercise. In lieu of exercising this Warrant or in
connection with an automatic exercise under Section 2.1, the holder hereof may
elect to receive a number of Warrant Shares equal to the discount percentage in
Schedule I that is applicable based on the date of such election times the
number of Warrant Shares with respect to which such election is made. Holder may
make such an election by surrendering this Warrant at the principal office of
the Company together with notice of such election, in which event the Company
shall issue such Warrant Shares to Holder.

     2. IPO; LIQUIDITY EVENT; ADJUSTMENTS TO PURCHASE PRICE.

         2.1 Liquidity Event. This Warrant shall be automatically exercised upon
the first to occur of (i) the consummation of an IPO (as defined below) or (ii)
the consummation of a Liquidity Event (as defined below). This Warrant shall
become exercisable but shall not be required to be exercised by the Holder upon
a Change of Control of the Company that is not a Liquidity Event. "Change of
Control" shall be an event that results in the Bentleys (as defined below)
ceasing to own or control more than 50% of the voting securities of the Company.
The Company shall provide the Holder hereof with notice of any event that can
result in the exercise of this Warrant under this Section 2.1 pursuant to the
provisions of Section 10 hereof. If this Warrant is exercised in connection with
an IPO, the exercise may, at the option of the holder of this Warrant, be
conditioned upon the closing with the underwriters of the sale of securities
pursuant to the IPO, in which event the holder of this Warrant shall not be
deemed to have exercised this Warrant until immediately prior to the closing of
such sale of securities. "IPO" means the Company's initial public offering
pursuant to an effective registration statement filed by the Company under the
Act covering the offer and sale to the public for the account of the Company of
any class or series of common stock of the Company resulting in aggregate gross
proceeds to the Company of not less than $15 million at a "pre-money" valuation
of at least $225 million; provided, however, that an IPO will be deemed to have
occurred as of the end of two consecutive calendar quarters following a public
offering that does not meet the requirements set forth above if the average
daily market capitalization of the Company during such quarters (as measured
based upon the price per share of the securities sold by the Company in such
public offering) is equal to or greater than $225 million. "Liquidity Event"
means a sale of all or substantially all of the assets of the Company or a
merger of the Company that results in the Company's stockholders immediately
prior to such transaction holding less than 50% of the voting power of the
surviving, continuing or purchasing entity. "Bentleys" shall mean Gregory S.
Bentley, Keith A. Bentley, Barry J. Bentley, Raymond P. Bentley and Richard P.
Bentley collectively.

                                       -2-

         2.2 Adjustments to Purchase Price and Number of Warrant Shares. Prior
to the Expiration Date, the Purchase Price and the number of Warrant Shares
purchasable upon the exercise of this Warrant are subject to adjustment from
time to time upon the occurrence of any of the events enumerated in this Section
2.2. For purposes of this Section 2.2, "Fair Market Value per Share" of
securities shall mean: (i) if such securities are traded on a securities
exchange, the average of the closing prices of the securities on such exchange
during the ten (10) trading day period ending three (3) trading days prior to
the applicable date; (ii) if such securities are traded over-the-counter, the
average of the closing sales prices of the securities during the ten (10)
trading day period ending three (3) trading days prior to the applicable date;
and (iii) if there is no public market for such securities, the fair market
value thereof as determined in good faith by the Board of Directors of the
Company.

             (a) In the event that the Company shall at any time after the
Closing Date and prior to the Expiration Date (i) declare a dividend on common
stock in shares or other securities of the Company, (ii) split or subdivide the
outstanding common stock, (iii) combine the outstanding common stock into a
smaller number of shares or (iv) issue by reclassification of its common stock
any shares of other securities of the Company, then, in each such event, the
number of Warrant Shares purchasable upon exercise of this Warrant immediately
prior thereto shall be adjusted so that on exercise in accordance herewith the
holder shall be entitled to receive the kind and number of shares or other
securities of the Company which the holder would have owned or have been
entitled to receive after the happening of any of the events described above had
this Warrant been exercised immediately prior to the happening of such event (or
any record date with respect thereto). Such adjustment shall be made whenever
any of the events listed above shall occur. An adjustment made pursuant to this
subsection (a) shall become effective immediately after the effective date of
the event retroactive to the record date, if any, for the event.

             (b) (i) In the event that the Company shall at any time after the
Closing Date and prior to the Expiration Date issue any shares of common stock
(excluding shares of common stock issuable upon (A) the conversion or exchange
of Convertible Securities (as defined below) which includes without limitation
Series A Convertible Preferred Stock of the Company (the "Preferred Stock") and
shares of Class B Non-Voting Common Stock held in escrow under the Escrow
Agreement between the Company and Bachow Investment Partners III, L.P., a
Delaware limited partnership (the "Escrow Agreement"), (B) exercise of Options
(as defined below), (C) the conversion of common stock outstanding as of the
date hereof, (D) the exercise of warrants to purchase up to 988,290 shares of
Class B Non-Voting Common Stock issued to the lenders pursuant to the Credit
Agreement, or (E) exercise of warrants to purchase shares of Class B Non-Voting
Common Stock issued pursuant to the terms of the Securities Purchase Agreement
dated December 26, 2000 among the Company and the purchasers named therein)
without consideration or at a price per share less than the Fair Market Value
per Share, then, in each such event (an "Adjustment Event"), the number of
Warrant Shares purchasable upon exercise of this Warrant immediately prior
thereto (the "Initial Number") shall be adjusted so that the holder of this
Warrant when exercised shall be entitled to receive the number of Warrant Shares
determined by multiplying the Initial Number by a fraction, of which the
numerator shall be the number of shares of common stock outstanding immediately
prior to such Adjustment Event plus the number of additional shares of common
stock issued for purchase in such Adjustment Event, and of which the denominator
shall be the number of shares of common

                                      -3-

stock outstanding immediately prior to such Adjustment Event plus the number of
shares of common stock which the aggregate issuance price of the total number of
shares of common stock issued in such Adjustment Event would purchase at the
Exercise Price per Share then in effect.

                 (ii) In the event that, at any time after the Closing Date, the
Company shall in any manner issue or sell any stock or other securities
convertible into or exchangeable for shares of common stock (such convertible or
exchangeable stock or securities being herein referred to as "Convertible
Securities") or grant any rights to subscribe for or to purchase, or any options
or warrants for the purchase of, shares of common stock or Convertible
Securities (such rights, options or warrants being herein referred to as
"Options") and the price per share for which shares of common stock are issuable
pursuant to such Options or upon conversion or exchange of such Convertible
Securities (determined by dividing (A) the total amount, if any, received or
receivable by the Company as consideration for the granting of such Options, or
issuance or sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration payable to the Company upon the exercise of
such Options, plus, in the case of such Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable upon the
conversion or exchange thereof, by (B) the total maximum number of shares of
common stock issuable pursuant to such Options or upon the conversion or
exchange of the total maximum amount of such Convertible Securities) shall be
less than the Fair Market Value per Share in effect immediately prior to the
time of the granting of such Options or issuance or sale of such Options or
Convertible Securities, then the total maximum number of shares of common stock
issuable pursuant to such Options or upon conversion or exchange of the total
maximum amount of such Convertible Securities issued or issuable upon the
exercise of such Options shall (as of the date of the granting of such Options
or issuance or sale of such Convertible Securities) be deemed to be outstanding
and to have been issued or sold for purposes of subsection (b)(i) hereof for the
price per share as so determined; provided that, except as provided in the
following proviso, no further adjustment of the number of Warrant Shares
issuable upon exercise of the Warrants shall be made upon actual issue of shares
of common stock so deemed to have been issued; provided further, that upon the
expiration or termination of any unexercised Options or conversion or exchange
privileges for which any adjustment was made pursuant to subsection (b)(i) and
this subsection (b)(ii) (or, if the purchase price provided for in any Option
referred to in this subsection (b)(ii), the additional consideration, if any,
payable upon the conversion or exchange of any Convertible Securities referred
to in this subsection (b)(ii), or the rate at which any Convertible Securities
referred to in this subsection (b)(ii) are convertible into or exchangeable for
common stock shall change at any time), then the number of Warrant Shares
issuable upon exercise of the Warrants shall be readjusted and shall thereafter
be such number as would have prevailed had the number of Warrant Shares issuable
upon exercise of the Warrants been originally adjusted (or had the original
adjustment not been required, as the case may be) on the basis of (A) the shares
of common stock, if any, actually issued or sold upon the exercise of such
Options or conversion or exchange rights and (B) the consideration actually
received by the Company upon such exercise plus the consideration, if any,
actually received by the Company for the issuance, sale or grant of all of such
Options or Convertible Securities whether or not exercised; provided, however,
that no such readjustment shall have the effect of decreasing the number of
Warrant Shares issuable upon exercise of this Warrant by an amount in excess of
the amount of the adjustment initially made for the issuance, sale or grant of
such Options or Convertible Securities.

                                      -4-

                 (iii) If the Company at any time while this Warrant is
outstanding shall, directly or otherwise, purchase, redeem or otherwise acquire
any shares of common stock of the Company at a price per share greater than the
Fair Market Value per Share then in effect (other than any such acquisition of
shares of common stock or Options from any officer or employee of the Company or
any redemptions, whether in whole or in part, of the Senior Common Stock), the
Initial Number shall be adjusted so that the holder of this Warrant shall be
entitled to receive the number of Warrant Shares determined by multiplying the
Initial Number by a fraction, of which the numerator shall be the number of
shares of common stock outstanding immediately after such purchase, redemption
or acquisition and of which the denominator shall be the number of shares of
common stock outstanding immediately prior to such purchase, redemption or
acquisition minus the number of shares of common stock, which the aggregate
consideration for the total number of such shares of common stock so purchased,
redeemed or acquired would purchase at the Exercise Price per Share then in
effect. For purposes of this subsection (iii), the date as of which the Exercise
Price per Share shall be computed shall be the date of actual purchase,
redemption or acquisition of such common stock.

                 (iv) In case any subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Board of
Directors of the Company or, if the holder shall, in the exercise of its sole
discretion, object to such determination, by appraisal under the process set
forth in Schedule I attached hereto. Shares of common stock owned by or held for
the account of the Company shall not be deemed outstanding for the purpose of
any computation pursuant to this Section 2.2(b).

             (c) No adjustment in the number of Warrant Shares shall be required
unless such adjustment would require an increase or decrease of at least .25% in
the aggregate number of Warrant Shares purchasable upon exercise of this
Warrant; provided that any adjustments which by reason of this subsection 2.2(c)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment; provided, however, that notwithstanding the
foregoing, all such adjustments shall be made no later than three years from the
date of the first event that would have required an adjustment but for this
paragraph. All calculations under this Section 2.2 shall be made to the nearest
cent or to the nearest whole share, as the case may be.

             (d) If at any time, as a result of an adjustment made pursuant to
this Section 2.2, the holder of this Warrant shall become entitled to receive
any shares of the Company other than shares of Class B Non-Voting Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Warrant Shares contained in this Section 2.2, and the provisions of this
Agreement with respect to the Warrant Shares shall apply on like terms to such
other shares.

             (e) Whenever the number of Warrant Shares purchasable upon the
exercise of this Warrant is adjusted, the Purchase Price payable upon exercise
of this Warrant shall be adjusted by multiplying such Purchase Price immediately
prior to such adjustment by a fraction, the numerator of which shall be the
number of Warrant Shares purchasable upon the

                                      -5-

exercise of this Warrant immediately prior to such adjustment, and the
denominator of which shall be the number of Warrant Shares purchasable
immediately after such adjustment.

             (f) In the event of any capital reorganization of the Company, or
in the case of the consolidation of the Company with or the merger of the
Company with or into any other entity or of the sale of the properties and
assets of the Company as, or substantially as, an entirety to any other entity,
this Warrant shall, after such capital reorganization, consolidation, merger or
sale, and in lieu of being exercisable for Warrant Shares, be exercisable, upon
the terms and conditions specified in this Warrant, for the number of shares of
stock or other securities or assets (including cash) to which a holder of the
number of Warrant Shares purchasable (at the time of such capital
reorganization, consolidation, merger or sale) upon exercise of such Warrant
would have been entitled upon such capital reorganization, consolidation, merger
or sale; and in any such case, if necessary, the provisions set forth in this
Section 2.2 with respect to the rights thereafter of the holder of this Warrant
shall be appropriately adjusted so as to be applicable, as nearly as they may
reasonably be, to any shares of stock or other securities or assets thereafter
deliverable on the exercise of this Warrant. The Company shall not effect any
such capital reorganization, consolidation, merger or sale unless prior to or
simultaneously with the consummation thereof, the successor corporation (if
other than the Company) resulting from such capital reorganization,
consolidation, merger or sale or the entity purchasing such assets or the
appropriate corporation or entity shall assume, by written instrument, the
obligation to deliver to the holder of this Warrant the shares of stock,
securities or assets to which, in accordance with the foregoing provisions, such
holder may be entitled and all other obligations of the Company under this
Warrant (and if the Company shall survive the consummation of such capital
reorganization, consolidation, merger or sale, such assumption shall be in
addition to, and shall not release the Company from, any continuing obligations
of the Company under this Warrant).

             (g) If any question shall at any time arise with respect to the
adjusted Purchase Price or Warrant Shares issuable upon exercise, such question
shall be determined by the independent auditors of the Company and such
determination shall be binding upon the Company and the holders of this Warrant
and the Warrant Shares.

             (h) Notices to Warrant Holders. Upon any adjustment of the Purchase
Price or number of Warrant Shares issuable upon exercise pursuant to Section
2.2, the Company shall promptly, but in any event within 10 days thereafter,
cause to be given to the registered holder of this Warrant, at its address
appearing on the Warrant Register by registered mail, postage prepaid, a
certificate signed by its chief financial officer setting forth the Purchase
Price as so adjusted and/or the number of Warrant Shares issuable upon the
exercise of this Warrant as so adjusted and describing in reasonable detail the
facts accounting for such adjustment and the method of calculation used.

     3. DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as practicable after
the exercise of this Warrant and payment of the Purchase Price, and in any event
within ten (10) days thereafter, the Company, at its expense, will cause to be
issued in the name of and delivered to the holder hereof a certificate or
certificates for the number of fully paid and non-assessable shares or other
securities or property to which such holder shall be entitled upon such
exercise, plus, in lieu of any fractional share to which such holder would
otherwise be

                                      -6-

entitled, cash in an amount determined in accordance with Section 1.2 hereof.
The Company agrees that the shares so purchased shall be deemed to be issued to
the holder hereof as the record owner of such shares as of the close of business
on the date on which this Warrant shall have been surrendered and payment made
for such shares as aforesaid.

     4. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant and
(in the case of loss, theft or destruction) upon delivery of an indemnity
agreement (with surety if reasonably required) in an amount reasonably
satisfactory to it, or (in the case of mutilation) upon surrender and
cancellation thereof, the Company will issue, in lieu thereof, a new Warrant of
like tenor.

     5. REDEMPTION.

         5.1 Holder Redemption. On or after the fifth anniversary of the Closing
Date, if the Company has not yet consummated an IPO or a Liquidity Event, the
holder hereof shall have the right (the "Redemption Right") to require the
Company to redeem the Warrant for a redemption price (the "Redemption Amount")
corresponding to the Warrant Fair Market Value (as calculated pursuant to
Schedule I attached hereto). The Company shall pay the Redemption Amount, in
cash, within one hundred eighty (180) days of receiving notice from the holder
that the holder is exercising the Redemption Right, together with interest on
such amount accruing from the date on which the Company receives notice from the
holder that the holder is exercising its Redemption Right to the date such
amount is paid at an interest rate equal to the annual prime interest rate then
in effect as set by PNC Bank, National Association. Upon a redemption under this
Section 5.1, the holder shall surrender this Warrant to the Company at its
office specified in Section 1 hereof, and the Company shall cancel this Warrant.

         5.2 Company Redemption. On or after the fifth anniversary of the
Closing Date, if the Company has not yet consummated an IPO or a Liquidity
Event, the Company shall have the right (the "Company Redemption Right") to
redeem the Warrant for a redemption price (the "Company Redemption Amount")
corresponding to the Warrant Fair Market Value (as calculated pursuant to
Schedule I attached hereto). The Company shall pay the Company Redemption
Amount, in cash, on the thirtieth day after it has given notice of such
redemption to the holder, together with interest on such amount accruing from
the date on which the Company gives notice to the holder that the Company is
exercising its Redemption Right at an interest rate equal to the annual prime
interest rate then in effect as set by PNC Bank, National Association; provided
that prior to the expiration of such thirty (30) day period, the holder may
exercise the Warrant in accordance with Section 1 hereof. Upon a redemption
under this Section 5.2, the holder shall surrender this Warrant to the Company
at its office specified in Section 1 hereof, and the Company shall cancel this
Warrant.

         5.3 Preferred Stock. Notwithstanding the foregoing provisions of
Section 5.1 and Section 5.2, each time that a holder of a Warrant seeks to
exercise the Redemption Right or the Company seeks to exercise the Company
Redemption Right, notice of such exercise shall be given by the Company
(promptly upon its receipt or issuance of the applicable notice) to each holder
of the Preferred Stock and no redemption of a Warrant shall occur prior to
thirty (30) days after such notice is provided to each holder of Preferred
Stock. If any holder of Preferred Stock

                                      -7-

exercises its Stockholder Redemption Right (as defined in Section (C)3(a) of the
Certificate of Incorporation of the Company) during such thirty (30) day period,
no redemption of this Warrant shall occur until all amounts due to all such
exercising holders of Preferred Stock have been paid in full.

     6. RESERVATION AND ISSUANCE OF WARRANT SHARES. (a) The Company will at all
times have authorized, and reserve and keep available, free from preemptive
rights, for the purpose of enabling it to satisfy any obligation to issue
Warrant Shares upon the exercise of this Warrant, the number of shares
deliverable upon exercise of this Warrant.

             (b) Before taking any action which would cause an adjustment
pursuant to Section 2.2 hereof reducing the Purchase Price below the then par
value (if any) of the Warrant Shares issuable upon exercise of this Warrant, the
Company will take any corporate action which may be necessary in order that the
Company may validly and legally issue Warrant Shares at the Purchase Price as so
adjusted.

             (c) The Company covenants that all Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be free from all taxes
with respect to the issuance thereof and from all liens, charges and security
interests.

     7. NEGOTIABILITY. This Warrant is issued upon the following terms, to all
of which each taker or owner hereof consents and agrees:

             (a) Except as provided in the Certificate of Incorporation, as
amended, and Amended and Restated By-laws of the Company, and subject to the
legend appearing on the first page hereof, title to this Warrant may be
transferred by endorsement (by the holder hereof executing the form of
assignment at the end hereof including guaranty of signature) and delivery in
the same manner as in the case of a negotiable instrument transferable by
endorsement and delivery. Absent an effective registration statement under the
Act, covering the disposition of this Warrant or the Warrant Shares issued or
issuable upon exercise hereof, the holder will not sell or transfer any or all
of such Warrant or Warrant Shares, as the case may be, without first providing
the Company with an opinion of counsel (which may be counsel for the Company) to
the effect that such sale or transfer will be exempt from the registration and
prospectus delivery requirements of the Act. Each certificate representing
Warrant Shares issued pursuant to this Warrant, unless at the same time of
exercise such Warrant Shares are registered under the Act, shall bear a legend
in substantially the following form on the face thereof:

THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (TOGETHER, THE
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY
ACCEPTABLE TO COUNSEL FOR BENTLEY SYSTEMS, INCORPORATED, TO THE EFFECT THAT THE
PROPOSED SALE, ASSIGNMENT, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT
REGISTRATION UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

                                      -8-

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a certificate issued upon completion of
a distribution under a registration statement covering the securities
represented) shall also bear such legend unless, in the opinion of counsel to
the Company, the securities represented thereby may be transferred as
contemplated by such holder without violation of the registration requirements
of the Act.

             (b) Any person in possession of this Warrant properly endorsed is
authorized to represent itself as absolute owner hereof and is granted power to
transfer absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and renounces all
of its equities or rights in this Warrant in favor of every such bona fide
purchaser, and every such bona fide purchaser shall acquire title hereto and to
all rights represented hereby.

             (c) Until this Warrant is transferred on the books of the Company,
the Company may treat the registered holder of this Warrant as the absolute
owner hereof for all purposes without being affected by any notice to the
contrary.

             (d) Prior to the exercise of this Warrant, the holder hereof shall
not be entitled to any rights of a shareholder of the Company with respect to
shares for which this Warrant shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other distributions, and
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided herein or in the Agreement.

             (e) The Company shall not be required to pay any Federal or state
transfer tax or charge that may be payable in respect of any transfer involved
in the transfer or delivery of this Warrant or the issuance or delivery of
certificates for Warrant Shares in a name other than that of the registered
holder of this Warrant or to issue or deliver any certificates for Warrant
Shares upon the exercise of this Warrant until any and all such taxes and
charges shall have been paid by the holder of this Warrant or until it has been
established to the Company's satisfaction that no such tax or charge is due.

     8. SUBDIVISION OF RIGHTS. This Warrant (as well as any new warrants issued
pursuant to the provisions of this paragraph) is exchangeable, upon the
surrender hereof by the holder hereof, at the principal office of the Company
for any number of new warrants of like tenor and date representing in the
aggregate the right to subscribe for and purchase the number of Warrant Shares
of the Company that may be subscribed for and purchased hereunder.

     9. SPECIFIC PERFORMANCE. The holders of this Warrant and/or the Warrant
Shares shall have the right to specific performance by the Company of the
provisions of this Warrant. The Company hereby irrevocably waives, to the extent
that it may do so under applicable law, any defense based on the adequacy of a
remedy at law which may be asserted as a bar to the remedy of specific
performance in any action brought against the Company for specific performance
of this Warrant by the holders of this Warrant and/or the Warrant Shares.

     10. NOTICES. (a) All notices and other communications from the Company to
the holder of this Warrant shall be mailed by first-class certified mail,
postage prepaid, to the address

                                      -9-

furnished to the Company in writing by the last holder of this Warrant who shall
have furnished an address to the Company in writing.

             (b) In the event:

                 (1) the Company shall authorize issuance to all holders of
             Common Stock of rights or warrants to subscribe for or purchase
             capital stock of the Company or of any other subscription rights or
             warrants;

                 (2) the Company shall authorize any dividend or other
             distribution payable in evidences of its indebtedness, cash or
             assets;

                 (3) of any Liquidity Event or consolidation or merger or change
             of control to which the Company is a party, or of the conveyance or
             transfer of the properties and assets of the Company substantially
             as an entirety, or of any capital reorganization or
             reclassification or change of the Common Stock;

                 (4) of the voluntary or involuntary dissolution, liquidation or
             winding up to the Company;

                 (5) of the consummation of an IPO; and

                 (6) the Company proposes to take any other action which would
             require an adjustment of the Purchase Price or number of Warrant
             Shares issuable upon exercise pursuant to Section 2.2;

then the Company shall cause to be given to the registered holders of this
Warrant at its address appearing on the Warrant Register, at least 10 days prior
to the applicable record date hereinafter specified (or as expeditiously as
possible after the occurrence of any involuntary dissolution, liquidation or
winding up referred to in clause (4) above), a written notice in accordance with
Section 10(a) stating (i) the date as of which the holders of record of Common
Stock to be entitled to receive any such rights, warrants or distribution are to
be determined, (ii) the date on which any such Liquidity Event, consolidation,
merger, change of control, conveyance, transfer, dissolution, liquidation or
winding up is expected to become effective (or has become effective, in the case
of any involuntary dissolution, liquidation or winding up), or (iii) the date on
which the consummation of such IPO is expected to occur, and the date as of
which it is expected that holders of record of Common Stock shall be entitled to
exchange their shares for securities or other property, if any, deliverable upon
such reclassification, Liquidity Event, consolidation, merger, change of
control, conveyance, transfer, dissolution, liquidation or winding up. The
failure to give the notice required by this Section 10(b) or any defect therein
shall not affect the legality or validity of any distribution, right, warrant,
consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
up, or the vote upon any action.

     11. HEADINGS. The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect the meaning hereof.

                                      -10-

     12. CHANGE; WAIVER. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.

     13. GOVERNING LAW. This Warrant shall be construed and enforced in
accordance with the laws of the State of Delaware.

     IN WITNESS WHEREOF, the Company, by the undersigned thereunto duly
authorized, has duly executed this Common Stock Purchase Warrant as of the date
first written above.

                                        BENTLEY SYSTEMS, INCORPORATED

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

Dated as of July 2, 2001

                                        ACCEPTED AS OF THE DATE HEREOF:

                                        -----------------------------------
                                        [-------------]

                                        -----------------------------------
                                        [-------------]

                                      -11-

       [To be signed only upon exercise or net issue exercise of Warrant]

To ___________________:

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ______ shares of Common Stock of _______________ and
herewith makes payment of $_____ therefor, and requests that the certificates
for such shares be issued in the name of, and be delivered to _____________,
whose address is _________________.

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to receive that number of shares of Common Stock equal to ______ percent
of the total number of shares issuable upon exercise hereof by surrendering the
Warrant, and requests that the certificates for such shares be issued in the
name of, and be delivered to ______________, whose address is _______________.

Dated:  ______________

                                        ----------------------------------------

By
  ------------------------------------------------
(Signature must conform in all respects to name of
Holder as specified on the face of the Warrant)

                                        Address:

                                        ----------------------------------------

                                        ----------------------------------------

                  [To be signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ____________ the right represented by the within Warrant to purchase the
_____ shares of the Common Stock of ___________________ to which the within
Warrant relates, and appoints ______________ attorney to transfer said right on
the books of ____________________ with full power of substitution in the
premises.

Dated:  _______________
                                        ----------------------------------------

                                        By
                                          --------------------------------------
                                        (Signature must conform in all respects
                                        to name of Holder as specified on the
                                        face of the Warrant)

                                        Address:

                                        ----------------------------------------

                                        ----------------------------------------
In the presence of

- -----------------------------
Signature Guarantee

                                   Schedule I

A.       Purchase Price

1.       IPO. If the Warrant is exercised upon the consummation of an IPO, the
         "Exercise Price per Share" shall be the initial offering per share
         price to the public of the equity security sold in the IPO discounted
         as set forth in A.4. below.

2.       Liquidity Event. If the Warrant is exercised upon the consummation of a
         Liquidity Event, the "Exercise Price per Share" shall be the per share
         consideration paid to stockholders of the Company in the Liquidity
         Event discounted as set forth in A.4. below. If such per share
         consideration includes non-cash consideration, the per share value of
         such non-cash consideration shall be calculated (i) for non-cash
         consideration consisting of shares of publicly traded securities, based
         upon the closing price per share of such securities on the date of such
         consummation or (ii) for other non-cash consideration, in the same
         manner that the Fair Market Value of shares is calculated in B. below.

3.       Other Events. If the Warrant is exercised or redeemed other than upon
         the consummation of an IPO or a Liquidity Event, the "Exercise Price
         per Share" shall be the fair market value of a share of Common Stock
         (the "Fair Market Value") (as calculated in B. below) discounted as set
         forth in A.4. below.

4.       Discount. The applicable discount to the Exercise Price per Share shall
         be as follows:

                                                                                  Discount to
                          Year                                              Exercise Price per Share*
                          ----                                              -------------------------
                                                                         
On or prior to first year anniversary of Closing Date                                 20%

After the first year anniversary and on or prior to second year
anniversary of Closing Date                                                           30%

After the second year anniversary and on or prior to third year
anniversary of Closing Date                                                           40%

After the third year anniversary and on or prior to fourth year
anniversary of Closing Date                                                           50%

After the fourth year anniversary and on or prior to fifth year
anniversary of Closing Date                                                           60%

After the fifth year anniversary and on or prior to sixth year
anniversary of Closing Date                                                           70%

After the sixth year anniversary of Closing Date                                      70%

* The Exercise Price per Share related to an exercise in any year shall be
discounted as set forth above, but with the incremental amount of the discount
over the preceding anniversary period reduced by the number of days remaining in
the applicable anniversary period. For example purposes only, the discount to
the Exercise Price per Share on the 182nd day of the second anniversary period
after the Closing Date would be 25%, and the discount to the Exercise Price per
Share on the 182nd day of the fourth anniversary period after the Closing Date
would be 45%.

B.   Fair Market Value

     The Fair Market Value of shares of Common Stock shall be determined by a
disinterested independent qualified appraiser (the "Appraiser") selected by the
holder and the Company. If the holder and the Company are able to agree upon an
Appraiser, such Appraiser shall be instructed to prepare a written valuation or
appraisal (the "Appraisal") within thirty (30) days after its selection, with
the expenses of the first valuation in any given 12 month period to be borne by
the Company and, thereafter, to be borne equally by the Company and the holder.
If the holder and the Company are not able to agree upon the selection of an
Appraiser within a five (5) day period after the occurrence of the event giving
rise to the valuation, each of the holder and the Company will, within five (5)
days after the end of such five (5) day period, select an Appraiser to determine
the Fair Market Value of the Common Stock. If either the holder or the Company
fails to select an Appraiser within such five (5) days, the Appraiser selected
by the other party shall determine the Fair Market Value of the Common Stock.
Each of the Appraisers so selected will be instructed to furnish both the holder
and the Company with a written appraisal within thirty (30) days of its
selection, with the expense of each appraisal to be borne by the party selecting
the Appraiser. If the higher of the appraisals is not more than 110% of the
lower appraisal, then the Fair Market Value of the Common Stock will be the
arithmetic average of the appraisals. If the higher of the appraisals is greater
than 110% of the lower appraisal, the Appraisers shall, within ten days after
the issuance of their respective reports, select a third Appraiser to determine
the Fair Market Value. The third Appraiser shall furnish a written appraisal
within thirty (30) days of its selection, with the expense thereof to be borne
equally by the holder and the Company. The third appraisal shall be
arithmetically averaged with the previous appraisals, and the appraisal furthest
from the average of the three appraisals will be disregarded. The arithmetic
average of the remaining two appraisals will be the Fair Market Value of the
Common Stock.

     Each Appraiser engaged to provide an appraisal hereunder will be instructed
to (i) include therein a statement of the criteria applied and assumptions made
to determine the Fair Market Value of the Common Stock; (ii) arrive at a single
calculation of such fair market value rather than alternative calculations or a
range of calculations; and (iii) not attribute a premium or discount based on
the fact that (1) the Common Stock being valued constitutes a majority or less
than a majority of the total issued and outstanding shares of capital stock of
the Company, (2) there is no liquid market for the sale and purchase of the
Common Stock and (3) the Common Stock is non-voting. Any appraisal not complying
with the foregoing shall not constitute an appraisal for the purpose hereof.

                                       -2-

     The failure of an Appraiser to complete an appraisal within thirty (30)
days as instructed shall not affect the validity of such Appraiser's appraisal.

     "Warrant Fair Market Value" means the applicable discount percentage (as
set forth in A. above) times the Fair Market Value of the Warrant Shares
calculated as set forth above.

                                      -3-

             Schedule of Guarantor's Common Stock Purchase Warrants

     The following schedule sets forth the holders of Guarantor's Common Stock
Purchase Warrants and the shares of Class B non-voting common stock underlying
each Warrant.

                              Shares of Common
Name:                         Stock underlying Warrants
- -----                         -------------------------

Gregory and Caroline
Bentley (JTWROS)              429,188

Keith and Corrine
Bentley (JTWROS)               75,398

Barry and Therese
Bentley (JTWROS)               75,398

                                                                  Exhibit 10.19

                             STOCK PLEDGE AGREEMENT

                  THIS STOCK PLEDGE AGREEMENT (this "Agreement") is dated as of
August 6, 1999, by and among Bentley Systems, Incorporated, a Delaware
Corporation ("Bentley" or the "Secured Party"), and [_______________] (the
"Pledgor").

                                   BACKGROUND

                  The Pledgor is acquiring [_______] shares of Class A common
stock of Bentley on the date hereof (the "Common Stock").

                  The Pledgor has delivered to the Secured Party a promissory
note, dated August 6, 1999 (the "Note"), as consideration for the purchase of
the Common Stock, which evidences a principal amount due to the Secured Party of
$[_______].

                  To secure its obligations under the Note, the Secured Party
requires that it be granted a security interest in the Common Stock.

                  NOW, THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the parties hereto, intending to be
legally bound, agree as follows:

         1. Pledge of Stock. As collateral security for the payment of the
amounts required to be paid by the Pledgor under the Note, the Pledgor hereby
pledges and grants to the Secured Party a security interest in the Common Stock,
and all dividends, cash, instruments, and other property from time to time
received, receivable, or otherwise distributed or distributable in respect of or
in exchange for any of such Common Stock, and all proceeds of any of the
foregoing (collectively, the "Pledged Collateral").

         2. Security for Obligation. The security interest granted by this
Agreement secures the payment by the Pledgor of its payment obligation under the
Note (such payment obligation is hereinafter referred to as the "Obligation").

         3. Delivery of Pledged Collateral. All instruments representing or
evidencing the Pledged Collateral shall be held by the Secured Party. Pledgor
shall furnish Secured Party with duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to the Secured
Party. After the occurrence of an Event of Default (as hereinafter defined), the
Secured Party shall have the right, at any time in its discretion without
further notice to the Pledgor, to transfer to or to register in the name of the
Secured Party or its nominees any or all of the Pledged Collateral, in
accordance with Section 12 hereof.

         4. Further Assurances. The Pledgor agrees that at any time and from
time to time, at the expense of the Pledgor, it will promptly execute and
deliver all further instruments and documents, and take all further action that
the Secured Party may reasonably request, in order to

perfect and protect any security interest granted or purported to be granted
hereby or to enable the Secured Party to exercise and enforce the rights and
remedies hereunder with respect to any of the Pledged Collateral, including,
without limitation, delivering to Secured Party certificates evidencing the
Pledged Collateral not already in Secured Party's possession and preparing,
executing and filing financing statements on Form UCC-1 in the appropriate
governmental offices.

         5. Warranty of Title; Authority. The Pledgor hereby represents and
warrants that:

                  (a)      it has good and marketable title to the property now
constituting the Pledged Collateral, and will have good title to any property
subsequently constituting the Pledged Collateral pursuant to the terms hereof,
in each case free and clear of any liens, claims, security interests, and other
encumbrances; and

                  (b)      it has full capacity and legal right to execute,
deliver and perform its obligations under this Agreement and to pledge and grant
a security interest in all of the Pledged Collateral pursuant to this Agreement,
and the execution, delivery and performance hereof and the pledge of and
granting of a security interest in the Pledged Collateral hereunder does not
contravene any law, rule or regulation or any provision of any judgment, decree
or order of any tribunal or of any agreement or instrument to which it is a
party or by which it or any of its property is bound or affected or constitute a
default thereunder.

         6. Consensual Rights.

                  (a)      So long as no Event of Default shall have occurred
and be continuing:

                           (i)      the Pledgor shall be entitled to exercise
any and all of its consensual rights pertaining to the Pledged Collateral or any
part thereof for any purpose not inconsistent with the terms of this Agreement
or the Note; provided, however, that it shall give the Secured Party at least
thirty 30 days prior written notice of the manner in which it intends to
exercise, or the reasons for refraining from exercising, any such right which
would have a material adverse effect on the value of the Pledged Collateral;
and, provided, further, that it shall not exercise or refrain from exercising
any such right if the Secured Party advises him that, in the Secured Party's
reasonable judgment, such action would have a material adverse effect on the
value of the Pledged Collateral or any part thereof; and

                           (ii)     the Secured Party shall execute and deliver
(or cause to be executed and delivered) to each Pledgor all such proxies and
other instruments as the Pledgor may reasonably request for the purpose of
enabling him to exercise the voting and other rights which he is entitled to
exercise pursuant to paragraph (i) above.

                  (b)      Upon the occurrence and during the continuance of an
Event of Default, all rights of the Pledgor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise pursuant to
Section 6(a)(i) hereof shall cease and the Secured

                                      -2-

Party shall thereupon have the sole right to exercise such consensual rights.

         7. Transfers and Liens. The Pledgor will not sell or otherwise dispose
of, or grant any option with respect to, any of the Pledged Collateral, or
create or permit to exist any lien, security interest, or other charge or
encumbrance upon or with respect to any of the Pledged Collateral, except that
the Pledgor may sell or otherwise dispose of all or a portion of the Pledged
Collateral provided that all or an equal portion of the outstanding principal
amount of the Note is immediately prepaid from the proceeds of such sale or
disposition.

         8. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby
appoints the Secured Party as its attorney-in-fact, with full authority in the
place and stead of the Pledgor and in the name of the Pledgor or otherwise, from
time to time in the Secured Party's discretion to take any action and to execute
any instrument which the Secured Party may deem necessary or advisable to
accomplish the purposes of this Agreement. In its capacity as such
attorney-in-fact, the Secured Party shall not be liable for any acts or
omissions, nor for any error of judgment or mistake of fact or law, but only for
bad faith, willful misconduct or gross negligence. This power, being coupled
with an interest, is irrevocable.

         9. Secured Party May Perform. If the Pledgor fails to perform any
agreement contained herein, the Secured Party may itself perform, or cause
performance of, such agreement, and the reasonable expenses of the Secured Party
incurred in connection therewith shall be payable by the Pledgor in accordance
with Section 13(b) hereof.

         10. Secured Party's Duties. The powers conferred on the Secured Party
hereunder are solely to protect its interests in the Pledged Collateral and
shall not impose any duty to exercise any such powers. Except for the safe
custody of any Pledged Collateral in its possession and the accounting for
monies actually received by it hereunder, the Secured Party shall not have any
duty as to any Pledged Collateral or as to the taking of any necessary steps to
preserve rights against any parties or any other rights pertaining to any
Pledged Collateral, except as provided under Section 12 hereof.

         11.  Default.  "Event of Default" means:

                  (a)      a default in payment of the amounts due and payable
under the Note;

                  (b)      any failure by the Pledgor to perform any of his
obligations under this Agreement or any other agreement, instrument, or document
evidencing or securing the Obligation;

                  (c)      a filing of a voluntary by or involuntary petition of
bankruptcy against the Pledgor and/or insolvency (however such insolvency may be
evidenced) of the Pledgor; and

                  (d)      any breach of any representation or warranty made by
the Pledgor in connection with the transactions contemplated by this Agreement
or any other agreement,

                                      -3-

instrument, or document evidencing or securing the Obligation.

         12. Events of Default; Remedies. (a) If an Event of Default shall occur
and be continuing, then the Secured Party may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to the Secured Party, all the rights and remedies of a
secured party on default under the Uniform Commercial Code as in effect in the
Commonwealth of Pennsylvania (the "Code"), including, without limitation,
retaining ownership of the Pledged Collateral or transferring the Pledged
Collateral in accordance with the Code and other applicable laws and agreements.

                  (b)      The Pledgor agrees that at least fifteen days' notice
to the Pledgor of the time and place of any public sale or the time after which
any private sale is to be made shall be given and shall constitute reasonable
notification. The Secured Party shall not be obligated to make any sale of
Pledged Collateral regardless of notice of sale having been given. The Secured
Party may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned.

                  (c)      The Secured Party shall be authorized at any sale (if
Secured Party deems it advisable to do so) which is subject to the Securities
Act of 1933, as amended, and the rules and regulations thereunder (the "1933
Act"), or any state "Blue Sky" laws, to restrict the prospective bidders or
purchasers to persons who will represent and agree that they are purchasing the
Pledged Collateral for their own account in compliance with the 1933 Act, and to
otherwise conduct such sale such that the registration of the offer and sale of
the Pledged Collateral will not be required under the 1933 Act or any state
"Blue Sky" laws. The Secured Party may take all such further acts as the Secured
Party may reasonably deem necessary for compliance with any provision of law,
even if such act might, whether by limiting the market or by adding to the costs
of sale or otherwise, depreciate prices that might otherwise be obtained for the
Pledged Collateral being sold or otherwise restrict the net proceeds available
from the sale thereof. Upon consummation of any such sale, the Secured Party
shall have the right to assign, transfer, endorse and deliver to the purchaser
or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any
such sale shall hold the property sold absolutely free from any claim or right
on the part of the Pledgor, and the Pledgor hereby waives, to the extent
permitted by law, all rights of stay or appraisal which the Pledgor now has or
may at any time in the future have under any rule of law or statute now existing
or hereafter enacted.

                  (d)      Any cash held by the Secured Party as Pledged
Collateral and all cash proceeds received by the Secured Party in respect of any
collection from, or other realization upon all or any part of the Pledged
Collateral in the discretion of the Secured Party, may be held by the Secured
Party as collateral for, and/or then or at any time thereafter applied (after
payment of any amounts payable to the Secured Party pursuant to Section 13
hereof) in whole or in part by the Secured Party against, all or any part of the
Obligation in such order as the Secured Party shall elect. Any surplus of such
cash or cash proceeds held by the Secured Party and remaining after payment in
full of the Obligation shall be paid over to the Pledgor as its interest may
appear

                                      -4-

or as a court of competent jurisdiction may direct.

         13. Indemnity and Expenses.

                  (a)      The Pledgor agrees to indemnify the Secured Party
from and against any and all claims, losses and liabilities growing out of or
resulting from this Agreement (including, without limitation, enforcement of
this Agreement), except claims, losses, or liabilities resulting from the
Secured Party's bad faith, willful misconduct or gross negligence.

                  (b)      Upon the occurrence and during the continuance of an
Event of Default, the Pledgor will upon demand pay to the Secured Party the
amount of any and all reasonable expenses, including the reasonable fees and
expenses of counsel and of any experts and agents, which the Secured Party may
incur in connection with (i) the administration and enforcement of this
Agreement, (ii) the custody or preservation of, collection from, or other
realization upon, any of the Pledged Collateral, (iii) the exercise or
enforcement of any of the rights of the Secured Party hereunder, or (iv) the
failure by the Pledgor to perform or observe any of the provisions hereof.

         14. Amendments, Indulgences, Etc. No amendment or waiver of any
provision of this Agreement nor consent to any departure by the Pledgor herefrom
shall in any event be effective unless the same shall be in writing and signed
by the Secured Party, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given. No failure
or delay on the part of the Secured Party in the exercise of any right, power,
or remedy under this Agreement shall constitute a waiver thereof, or prevent the
exercise thereof in that or any other instance.

         15. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing and shall be deemed to have been
given when delivered, if hand-delivered or sent by nationally recognized
overnight carrier, or when mailed, if sent by certified mail, return receipt
requested and postage prepaid, to the following address:

                           If to the Secured Party:

                           Bentley Systems, Incorporated
                           690 Pennsylvania Drive
                           Exton, PA 19341

                           If to the Pledgor:

                           [_____________________]
                           [_____________________]
                           [_____________________]
                           [_____________________]

                                      -5-

All notices, offers, acceptances and other communications shall be deemed to
have been sent, delivered and received and shall be legally effective for all
purposes as of the time when they are mailed by certified mail, return receipt
requested, or a nationally recognized express or overnight delivery or a
hand-delivery to the person to whom such communication is directed.

         16. Continuing Security Interest. This Agreement creates a continuing
security interest in the Pledged Collateral and shall be binding upon the
Pledgor, and its respective heirs, representatives, successors and assigns and
inure to the benefit of the Secured Party and the Secured Party's legal
representatives, successors, transferees and assigns. The execution and delivery
of this Agreement shall in no manner impair or affect any other security (by
endorsement or otherwise) for the payment of the Obligation and no security
taken hereafter as security for payment or performance of the Obligation shall
impair in any manner or affect this Agreement or the security interest granted
hereby, all such present and future additional security to be considered as
cumulative security. Any of the Pledged Collateral may be released from this
Agreement without altering, varying, or diminishing in any way this Agreement or
the security interest granted hereby as to the Pledged Collateral not expressly
released, and this Agreement and such security interest shall continue in full
force and effect as to all of the Pledged Collateral not expressly released.

         17. Discharge of the Pledgor. At such time as all of the principal and
interest on the Note shall have been fully paid and performed, then all rights
and interests in such Pledged Collateral as shall not have been transferred or
otherwise applied by the Secured Party pursuant to the terms hereof and shall
still be held by the Secured Party shall forthwith be transferred and delivered
to the Pledgor, and the right, title and interest of the Secured Party therein
shall cease and the Secured Party shall (i) return to the Pledgor all
certificates or other documents or instruments in the possession of Secured
Party for purposes of the perfection of the security interest granted hereunder
and (ii) if necessary and appropriate, prepare, execute and file with the
appropriate governmental authorities termination statements on Form UCC-3.

         18. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without regard to
principles of conflicts of law. Unless otherwise defined herein, terms defined
in the Code as in effect on the date hereof are used herein as therein defined
as of such date.

         19. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

         20. Severability. The provisions of this Agreement are independent of
and separable from each other, and no such provision shall be altered or
rendered invalid or unenforceable by virtue of the fact that for any reason any
other such provision may be invalid or unenforceable in whole or in part.

                            [signature page follows]

                                      -6-

                  IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound, have executed this Agreement, or caused this Agreement to be
executed by a duly authorized representative, as of the date first above
written.

                                    PLEDGOR:

                                    ----------------------------------------
                                    Name: [_____________]

                                    SECURED PARTY:

                                    BENTLEY SYSTEMS, INCORPORATED

                                    By:   /s/ David G. Nation
                                    ----------------------------------------
                                    Name: David G. Nation
                                    Title: Senior Vice President

                                      -7-

                       Schedule of Stock Pledge Agreements

         The following schedule identifies the individuals that are a party to a
Stock Pledge Agreement, dated August 6, 1999, with Bentley Systems,
Incorporated. It also identifies the debt owed and the shares of Class A common
stock pledged pursuant to such Stock Pledge Agreement.

                                                                  Class A common
Name :                                  Indebtedness              stock pledged
- ------                                  ------------              --------------
                                                            
Barry J. Bentley                        $1,142,221                222,222

Gregory S. Bentley                      $1,142,225                222,223

Keith A. Bentley                        $1,142,221                222,222

Raymond B. Bentley                      $  571,111                111,111

Richard P. Bentley                      $  571,111                111,111

David G. Nation                         $  571,111                111,111

                                      -8-

                                                                  EXHIBIT 10.20

                         DEFERRED COMPENSATION AGREEMENT
                                     BETWEEN
                          BENTLEY SYSTEMS, INCORPORATED
                                       AND
                           [                        ]

                         DEFERRED COMPENSATION AGREEMENT

            THIS AGREEMENT is made as of this 6th day of August, 1999 (the
"Agreement Date") between Bentley Systems, Incorporated, a Delaware corporation
("Employer"), and [_____________________] ("Executive").

            The parties hereto, intending to be legally bound hereby, agree as
follows:

            1.    Deferred Compensation Account.  As of August 6, 1999,
Employer shall establish on its books a Deferred Compensation Account (the
"Account") for Executive, and will credit to such Account an amount equal to
[$           ].

            2. Agreement Unfunded. This Agreement shall be unfunded for tax
purposes and for the purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended. Executive shall have the status of a general
unsecured creditor of Employer and this Agreement shall constitute a mere
promise by Employer to make payments in the future. Employer may establish a
grantor trust to which general corporate assets may be contributed in order to
assist Employer in meeting its obligation under this Agreement.

            3. Interest on Deferred Amount. Interest on the amount credited to
Executive's Account pursuant to Paragraph 1 shall be paid directly to Executive
on the business day coincident with or first following August 6, 2000 and August
6 of each year (or partial year) of this Agreement thereafter, at the rate of
six percent (6%) per annum, until the amount credited to Executive's Account is
paid in accordance with Paragraph 4 (at which time all accrued but unpaid
interest shall also be paid).

            4. Payment of Deferred Amount

                  (a)   Date Certain.  The amount credited to Executive's
Account shall be paid to Executive in a single lump-sum amount on August 6,
2005.

                  (b) Termination of Employment. In the event Executive's
employment with Employer terminates for any reason (other than death) prior to
the date in subparagraph (a), the amount credited to Executive's Account shall
be paid to Executive in a single lump-sum payment not later than 90 days
following the termination.

                  (c) Death. In the event Executive dies prior to the date in
subparagraph (a), the amount credited to his Account shall be paid to his
surviving

spouse in a single lump-sum payment not later than 90 days following the date of
death, or, if his spouse has predeceased him or if Executive is otherwise
unmarried at his death, to Executive's estate.

                  (d) Change of Control. In the event of a Change of Control of
Employer, the amount credited to Executive's Account shall be paid to Executive
in a single lump-sum payment not later than 90 days following the Change of
Control. A "Change of Control" shall be deemed to have taken place if:

                        (1) any person or entity, including a "group" (within
      the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as
      amended (the "Exchange Act")) but excluding Employer or any stockholder of
      Employer as of the date of this Agreement who are part of a "group" that
      controls Employer as of the date hereof, becomes the beneficial owner of
      shares of Employer having 50 percent or more of the total number of votes
      that may be cast for the election of directors of Employer;

                        (2) there occurs any cash tender or exchange offer for
      shares of Employer, merger or other business combination involving
      Employer, or sale of all or substantially all of the assets of Employer,
      or any combination of the foregoing transactions, and as a result of or in
      connection with any such event persons who were directors of Employer
      before the event shall cease to constitute a majority of the Board of
      Directors of Employer or any successor to Employer; or

                        (3) during any period of two consecutive calendar years
      beginning after the date of the initial public offering of the common
      stock of Employer, members of the Incumbent Board cease for any reason to
      constitute a majority of the Board. For this purpose, the "Incumbent
      Board" shall consist of the individuals who at the beginning of such
      period constitute the entire Board and any new director - other than a
      director (i) designated or nominated by, or affiliated with, a person who
      has entered into an agreement with Employer to effect a transaction
      described in (2) above, or (ii) who initially assumed office as result of
      either an actual or threatened "Election Contest" (as described in Rule
      14a-11 under the Exchange Act), or other actual or threatened solicitation
      of proxies or contest by or on behalf of a person other than the Board (a
      "Proxy Contest"), including by reason of any agreement intended to avoid
      or settle any Election Contest or Proxy Contest - whose election by the
      Board or nomination for election by the stockholders of Employer was
      approved by a vote of at least 2/3rds of the directors then still in
      office who either were directors at the beginning of the period or whose
      election or nomination for election was previously so approved.

                        (4) As used in (1), (2), and (3) above, the terms
      "person" and "beneficial owner" have the same meaning as such terms

                                      -2-

      under Section 13(d) of the Exchange Act and the rules and regulations
      promulgated thereunder.

                  (e) Initial Public Offering. In the event of an initial public
offering of equity securities of Employer which is registered under the
Securities Act of 1933, as amended, the amount credited to Executive's Account
shall be paid to Executive in a single lump-sum payment no later than six months
following the initial public offering.

            5. Amendment or Termination. This Agreement may be amended or
terminated upon the mutual agreement of Employer and Executive.

            6. Withholding; Payroll Taxes. Employer shall withhold from any
payment made under this Agreement any taxes required to be withheld for Federal,
state, or local taxes.

            7. Non-Alienation. No benefits under this Agreement shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of Executive or his spouse
or estate, and any attempt to do so shall be void and unenforceable. Such
benefits shall not be subject to or liable for the debts, contracts,
liabilities, engagements, or torts of Executive or his spouse or estate.

            8. General Funds of Employer. Nothing contained in this Agreement
and no action taken pursuant to the provisions of this Agreement shall create or
be construed to create a trust of any kind (except as provided in Paragraph 2),
or a fiduciary relationship between Employer and Executive, his spouse or
estate, or any other person. To the extent that any person acquires a right to
receive payments from Employer under this Agreement, such right shall be no
greater than the right of an unsecured general creditor of Employer.

            9. No Effect on Benefit Plans. No deferred compensation payable
under this Agreement shall be deemed salary or other compensation to Executive
for the purpose of computing benefits to which he may be entitled under any
pension or profit-sharing plan or other arrangement of Employer for providing
benefits to its employees.

            10. Interpretation of Agreement. Employer shall have full power and
authority to interpret, construe, and administer this Agreement. Employer's
interpretation and construction thereof, and actions thereunder, including any
valuation of Executive's Account, or its determination of the amount or
recipient of payments to be made therefrom, shall be binding and conclusive on
all persons for all purposes. Employer shall not be liable to any person for any
action taken or omitted in connection with the interpretation and administration
of this Agreement unless attributable to its own willful misconduct.

                                      -3-

            11.  Binding Nature.  This Agreement shall be binding upon and
inure to the benefit of Employer, its successors and assigns, and Executive
and his heirs, executors, administrators, and legal representatives.

            12.  Applicable Law.  This Agreement shall be construed in
accordance with and governed by the laws of the Commonwealth of Pennsylvania.

            IN WITNESS WHEREOF, Employer has caused this Agreement to be
executed by its duly authorized officer, and Executive has hereunto set his hand
and seal on the date first above written.

EXECUTIVE                                 BENTLEY SYSTEMS, INCORPORATED

                                          By: /s/ David Nation
- -------------------------------              -------------------------------
                                             Senior V.P.

                                      -4-

                  Schedule of Deferred Compensation Agreements

     The following schedule identifies the individuals that have executed a
Deferred Compensation Agreement, dated August 6, 1999, with Bentley Systems,
Incorporated. The schedule also sets forth the amounts credited to such
individuals' accounts.

          Name:                                   Amount Credited
          -----                                   ---------------
                                               
          Barry J. Bentley                        $1,142,221

          Gregory S. Bentley                      $1,142,225

          Keith A. Bentley                        $1,142,221

          Raymond B. Bentley                      $571,111

          Richard P. Bentley                      $571,111

          David G. Nation                         $571,111

                                                                   Exhibit 10.21

                                 PROMISSORY NOTE

$229,400.00                                                     January 14, 2002

         FOR VALUE RECEIVED, Gregory and Caroline Bentley ("Maker"), hereby
unconditionally promises to pay to the order of Bentley Systems, Incorporated, a
Delaware corporation ("Payee"), on the earlier of January 14, 2007 (the
"Maturity Date"), the date specified in paragraph 5 below or upon the demand of
the holder subsequent to an Event of Default (as defined in the Pledge Agreement
between Maker and Payee of January 14, 2002 (as amended, the "Pledge
Agreement")), the principal amount of Two Hundred Twenty Nine Thousand Four
Hundred and No/100 Dollars ($229,400.00), together with interest on the
outstanding principal balance hereof from time to time outstanding from the date
hereof and until this Note is paid in full, whether before or after maturity, at
the rate of six percent (6%) per annum, and, to the extent lawful, to pay
interest at the same rate on any overdue installment of interest.

1. Interest shall be simple interest calculated on the basis of actual days
elapsed and a year of 365 days and shall be paid at the same time as the
principal amount, or any portion thereof, is paid.

2. Payments of principal and interest shall be made in lawful money of the
United States of America by cash or check at Bentley Systems, Incorporated, 685
Stockton Drive, Exton, PA 19341 or at such other place as the holder of this
Note shall designate to Maker in writing.

3. Maker may prepay this Note in whole or in part at any time without premium or
penalty.

4. This Note is the note referred to in, and is entitled to the benefits of, and
is secured as provided in, the Pledge Agreement. Reference is hereby made to the
Pledge Agreement for a description of the properties and assets in which a
security interest has been granted, the nature and extent of the security, and
the rights of the holder of this Note in respect thereof.

5. Upon the occurrence of any of the following events, all amounts payable
hereunder shall, without notice or demand, become due and payable at such times
as are indicated below, and the holder shall thereupon have all rights and
remedies provided hereunder, in any other agreement between Payee and Maker or
otherwise available at law or in equity:

                  (a) In the event Maker's employment with Payee terminates for
         any reason (other than by reason of death or disability) prior to the
         Maturity Date, the outstanding principal balance hereof, together with
         all accrued interest hereon, shall become due and payable not later
         than 90 days following the date of termination; provided that such
         acceleration shall not occur under this paragraph if such termination
         of employment occurs after a "Change in Control" (as that term is
         defined in the Payee's 1997 Stock Option Plan, as amended) of the Payee
         and so long as the Payee's common stock (or successor security) is not
         publicly traded.

                  (b) In the event of any sale of the Pledged Collateral (as
         defined in the Pledge Agreement) (other than a transfer of any Estate
         Planning Shares (as defined in the Pledge

         Agreement)), the principal amount of this Note shall become due and
         payable in the same proportion of the total original principal amount
         as the proportion of the total Pledged Collateral that are sold.

                  (c) In the event of any exchange of the Pledged Collateral in
         a sale or merger of the Payee for cash or securities that are publicly
         traded and freely marketable by the Maker.

                  (d) In the event of an initial public offering of equity
         securities of Payee which is registered under the Securities Act of
         1933, as amended, the outstanding principal balance hereof, together
         with all accrued interest hereon, shall become due and payable no later
         than one year following the initial public offering.

6. No failure or delay on the part of the holder to insist on strict performance
of Maker's obligations hereunder or to exercise any remedy shall constitute a
waiver of the holder's rights in that or any other instance. No waiver of any of
the holder's rights shall be effective unless in writing, and any waiver of any
default or any instance of non-compliance shall be limited to its express terms
and shall not extend to any other default or instance of non-compliance.

7. Maker and each endorser hereby waives presentment, notice of nonpayment or
dishonor, protest, notice of protest and all other notices in connection with
the delivery, acceptance, performance, default or enforcement of payment of this
Note, and hereby waives all notice or right of approval of any extensions,
renewals, modifications or forbearances which may be allowed.

8. Any proceeding relating to this Note may be instituted in any federal court
in the Eastern District of Pennsylvania or any state court located in Chester
County in the Commonwealth of Pennsylvania and Maker irrevocably submits to the
nonexclusive jurisdiction of any such court and waives any objection Maker may
have to the conduct of any proceeding in any such court based on improper venue
or forum non conveniens. Because of the greater time and expense required
therefor, Maker hereby waives, to the extent permitted by law, a trial by jury.

9. Maker shall pay all reasonable costs and expenses (including attorneys' fees)
incurred by the holder relating to the enforcement of this Note.

10. Any provision hereof found to be illegal, invalid or unenforceable for any
reason whatsoever shall not affect the validity, legality or enforceability of
the remainder hereof.

11. If the effective interest rate on this Note would otherwise violate any
applicable usury law, then the interest rate shall be reduced to the maximum
permissible rate and any payment received by the holder in excess of the maximum
permissible rate shall be treated as a prepayment of the principal of this Note.

12. This Note shall be binding upon Maker's heirs, personal representatives and
assigns and shall inure to the benefit of each holder of this Note and such
holder's heirs, personal representatives, successors, endorsees and assigns.

                                     - 2 -

13. This Note has been delivered in the Commonwealth of Pennsylvania and shall
be governed by the laws of that Commonwealth.

         IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have duly executed and delivered this instrument.

                                            /s/  Gregory Bentley
                                          --------------------------------------
                                          Gregory Bentley

                                            /s/  Caroline Bentley
                                          --------------------------------------
                                          Caroline Bentley

                                     - 3 -

                                                                  Exhibit 10.22

                                PLEDGE AGREEMENT

                  THIS PLEDGE AGREEMENT (this "Agreement") is dated as of
January 14, 2002, by and among Bentley Systems, Incorporated, a Delaware
Corporation ("Bentley" or the "Secured Party"), and Gregory and Caroline Bentley
(the "Pledgor").

                                   BACKGROUND

                  Bentley issued Pledgor a Common Stock Purchase Warrant to
purchase up to 429,188 shares of Bentley's Class B Common Stock (the "Original
Warrant") in consideration for Pledgor's guarantee of certain obligations of
Bentley under the Revolving Credit and Security Agreement dated as of December
26, 2000 among Bentley, Atlantech Solutions, Inc., Bentley Software, Inc., as
co-borrowers, PNC Bank, National Association, as agent, and the lenders named
therein.

                  On December 31, 2001, the Pledgor transferred a total of
61,000 warrant shares represented by the Original Warrant, and the Company
recorded such transfers on its books and issued the Pledgor a Common Stock
Purchase Warrant for 368,188 warrant shares (the "Warrant") representing the
balance of the warrant shares.

                  The Pledgor has delivered to the Secured Party a promissory
note, dated January 14, 2002 (the "Note"), as consideration for a $229,400 loan
from Bentley to fund certain tax obligations incurred by Pledgor as a result of
the issuance of the Warrant.

                  As a condition to making the loan, Bentley requires that the
Note be secured by the Warrant.

                  NOW, THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the parties hereto, intending to be
legally bound, agree as follows:

         1. Pledged Collateral. As collateral security for the payment of the
amounts required to be paid by the Pledgor under the Note, the Pledgor hereby
pledges and grants to the Secured Party a security interest in the Warrant, and
all capital stock issued by the exercise thereof, and all dividends, cash,
instruments and other property from time to time received, receivable, or
otherwise distributed or distributable in respect of or in exchange for any of
the foregoing, and all proceeds of any of the foregoing (collectively, the
"Pledged Collateral").

         2. Security for Obligation. The security interest granted by this
Agreement secures the payment by the Pledgor of its payment obligation under the
Note (such payment obligation is hereinafter referred to as the "Obligation").

         3. Delivery of Pledged Collateral. All instruments representing or
evidencing the Pledged Collateral shall be held by the Secured Party. Pledgor
shall furnish Secured Party with duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to the Secured
Party. After the occurrence of an Event of Default (as hereinafter

                                     - 1 -

defined), the Secured Party shall have the right, at any time in its discretion
without further notice to the Pledgor, to transfer to or to register in the name
of the Secured Party or its nominees any or all of the Pledged Collateral, in
accordance with Section 12 hereof.

         4. Further Assurances. The Pledgor agrees that at any time and from
time to time, at the expense of the Pledgor, it will promptly execute and
deliver all further instruments and documents, and take all further action that
the Secured Party may reasonably request, in order to perfect and protect any
security interest granted or purported to be granted hereby or to enable the
Secured Party to exercise and enforce the rights and remedies hereunder with
respect to any of the Pledged Collateral, including, without limitation,
delivering to Secured Party certificates evidencing the Pledged Collateral not
already in Secured Party's possession and preparing, executing and filing
financing statements on Form UCC-1 in the appropriate governmental offices.

         5. Warranty of Title; Authority. The Pledgor hereby represents and
warrants that:

                  (a) it has good and marketable title to the property now
constituting the Pledged Collateral, and will have good title to any property
subsequently constituting the Pledged Collateral pursuant to the terms hereof,
in each case free and clear of any liens, claims, security interests, and other
encumbrances; and

                  (b) it has full capacity and legal right to execute, deliver
and perform its obligations under this Agreement and to pledge and grant a
security interest in all of the Pledged Collateral pursuant to this Agreement,
and the execution, delivery and performance hereof and the pledge of and
granting of a security interest in the Pledged Collateral hereunder does not
contravene any law, rule or regulation or any provision of any judgment, decree
or order of any tribunal or of any agreement or instrument to which it is a
party or by which it or any of its property is bound or affected or constitute a
default thereunder.

         6. Consensual Rights.

                  (a) So long as no Event of Default shall have occurred and be
continuing:

                           (i) the Pledgor shall be entitled to exercise any and
all of its consensual rights pertaining to the Pledged Collateral or any part
thereof for any purpose not inconsistent with the terms of this Agreement or the
Note; provided, however, that it shall give the Secured Party at least thirty 30
days prior written notice of the manner in which it intends to exercise, or the
reasons for refraining from exercising, any such right which would have a
material adverse effect on the value of the Pledged Collateral; and, provided,
further, that it shall not exercise or refrain from exercising any such right if
the Secured Party advises him that, in the Secured Party's reasonable judgment,
such action would have a material adverse effect on the value of the Pledged
Collateral or any part thereof; and

                           (ii) the Secured Party shall execute and deliver (or
cause to be executed and delivered) to each Pledgor all such proxies and other
instruments as the Pledgor

                                     - 2 -

may reasonably request for the purpose of enabling him to exercise the voting
and other rights which he is entitled to exercise pursuant to paragraph (i)
above.

                  (b) Upon the occurrence and during the continuance of an Event
of Default, all rights of the Pledgor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise pursuant to
Section 6(a)(i) hereof shall cease and the Secured Party shall thereupon have
the sole right to exercise such consensual rights.

         7. Transfers and Liens. The Pledgor will not sell or otherwise dispose
of, or grant any option with respect to, any of the Pledged Collateral, or
create or permit to exist any lien, security interest, or other charge or
encumbrance upon or with respect to any of the Pledged Collateral, except that
(a) the Pledgor may sell or otherwise dispose of all or a portion of the Pledged
Collateral provided that all or an equal portion of the outstanding principal
amount of the Note is immediately prepaid from the proceeds of such sale or
disposition, and (b) the Pledgor may transfer up to 40 percent of the warrant
shares represented by the Warrant to his children or to a trust(s) created for
the benefit of his children ("Estate Planning Shares"), and, upon written notice
to Bentley of any such transfer, Bentley shall immediately and automatically
release its lien on any such Estate Planning Shares.

         8. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby
appoints the Secured Party as its attorney-in-fact, with full authority in the
place and stead of the Pledgor and in the name of the Pledgor or otherwise, from
time to time in the Secured Party's discretion to take any action and to execute
any instrument which the Secured Party may deem necessary or advisable to
accomplish the purposes of this Agreement. In its capacity as such
attorney-in-fact, the Secured Party shall not be liable for any acts or
omissions, nor for any error of judgment or mistake of fact or law, but only for
bad faith, willful misconduct or gross negligence. This power, being coupled
with an interest, is irrevocable.

         9. Secured Party May Perform. If the Pledgor fails to perform any
agreement contained herein, the Secured Party may itself perform, or cause
performance of, such agreement, and the reasonable expenses of the Secured Party
incurred in connection therewith shall be payable by the Pledgor in accordance
with Section 13(b) hereof.

         10. Secured Party's Duties. The powers conferred on the Secured Party
hereunder are solely to protect its interests in the Pledged Collateral and
shall not impose any duty to exercise any such powers. Except for the safe
custody of any Pledged Collateral in its possession and the accounting for
monies actually received by it hereunder, the Secured Party shall not have any
duty as to any Pledged Collateral or as to the taking of any necessary steps to
preserve rights against any parties or any other rights pertaining to any
Pledged Collateral, except as provided under Section 12 hereof.

         11. Default. "Event of Default" means:

                  (a) a default in payment of the amounts due and payable under
the Note and the continuance of such default for 30 days after written notice
thereof from Bentley to the Pledgor;

                                     - 3 -

                  (b) any failure by the Pledgor to perform any of his
obligations under this Agreement or any other agreement, instrument, or document
evidencing or securing the Obligation;

                  (c) a filing of a voluntary by or involuntary petition of
bankruptcy against the Pledgor and/or insolvency (however such insolvency may be
evidenced) of the Pledgor; and

                  (d) any breach of any representation or warranty made by the
Pledgor in connection with the transactions contemplated by this Agreement or
any other agreement, instrument, or document evidencing or securing the
Obligation.

         12. Events of Default; Remedies. (a) If an Event of Default shall occur
and be continuing, then the Secured Party may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to the Secured Party, all the rights and remedies of a
secured party on default under the Uniform Commercial Code as in effect in the
Commonwealth of Pennsylvania (the "Code"), including, without limitation,
retaining ownership of the Pledged Collateral or transferring the Pledged
Collateral in accordance with the Code and other applicable laws and agreements.

                  (b) The Pledgor agrees that at least fifteen days' notice to
the Pledgor of the time and place of any public sale or the time after which any
private sale is to be made shall be given and shall constitute reasonable
notification. The Secured Party shall not be obligated to make any sale of
Pledged Collateral regardless of notice of sale having been given. The Secured
Party may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned.

                  (c) The Secured Party shall be authorized at any sale (if
Secured Party deems it advisable to do so) which is subject to the Securities
Act of 1933, as amended, and the rules and regulations thereunder (the "1933
Act"), or any state "Blue Sky" laws, to restrict the prospective bidders or
purchasers to persons who will represent and agree that they are purchasing the
Pledged Collateral for their own account in compliance with the 1933 Act, and to
otherwise conduct such sale such that the registration of the offer and sale of
the Pledged Collateral will not be required under the 1933 Act or any state
"Blue Sky" laws. The Secured Party may take all such further acts as the Secured
Party may reasonably deem necessary for compliance with any provision of law,
even if such act might, whether by limiting the market or by adding to the costs
of sale or otherwise, depreciate prices that might otherwise be obtained for the
Pledged Collateral being sold or otherwise restrict the net proceeds available
from the sale thereof. Upon consummation of any such sale, the Secured Party
shall have the right to assign, transfer, endorse and deliver to the purchaser
or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any
such sale shall hold the property sold absolutely free from any claim or right
on the part of the Pledgor, and the Pledgor hereby waives, to the extent
permitted by law, all rights of stay or appraisal which the Pledgor now has or
may at any time in the future have under any rule of law or statute now existing
or hereafter enacted.

                                     - 4 -

                  (d) Any cash held by the Secured Party as Pledged Collateral
and all cash proceeds received by the Secured Party in respect of any collection
from, or other realization upon all or any part of the Pledged Collateral in the
discretion of the Secured Party, may be held by the Secured Party as collateral
for, and/or then or at any time thereafter applied (after payment of any amounts
payable to the Secured Party pursuant to Section 13 hereof) in whole or in part
by the Secured Party against, all or any part of the Obligation in such order as
the Secured Party shall elect. Any surplus of such cash or cash proceeds held by
the Secured Party and remaining after payment in full of the Obligation shall be
paid over to the Pledgor as its interest may appear or as a court of competent
jurisdiction may direct.

         13. Indemnity and Expenses.

                  (a) The Pledgor agrees to indemnify the Secured Party from and
against any and all claims, losses and liabilities growing out of or resulting
from this Agreement (including, without limitation, enforcement of this
Agreement), except claims, losses, or liabilities resulting from the Secured
Party's bad faith, willful misconduct or gross negligence.

                  (b) Upon the occurrence and during the continuance of an Event
of Default, the Pledgor will upon demand pay to the Secured Party the amount of
any and all reasonable expenses, including the reasonable fees and expenses of
counsel and of any experts and agents, which the Secured Party may incur in
connection with (i) the administration and enforcement of this Agreement, (ii)
the custody or preservation of, collection from, or other realization upon, any
of the Pledged Collateral, (iii) the exercise or enforcement of any of the
rights of the Secured Party hereunder, or (iv) the failure by the Pledgor to
perform or observe any of the provisions hereof.

         14. Amendments, Indulgences, Etc. No amendment or waiver of any
provision of this Agreement nor consent to any departure by the Pledgor herefrom
shall in any event be effective unless the same shall be in writing and signed
by the Secured Party, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given. No failure
or delay on the part of the Secured Party in the exercise of any right, power,
or remedy under this Agreement shall constitute a waiver thereof, or prevent the
exercise thereof in that or any other instance.

         15. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing and shall be deemed to have been
given when delivered, if hand-delivered or sent by nationally recognized
overnight carrier, or when mailed, if sent by certified mail, return receipt
requested and postage prepaid, to the following address:

                           If to the Secured Party:

                           Bentley Systems, Incorporated
                           685 Stockton Drive
                           Exton, PA  19341

                                     - 5 -

                           If to the Pledgor:

                           201 Bentley Lane
                           East Fallowfield, PA  19320

All notices, offers, acceptances and other communications shall be deemed to
have been sent, delivered and received and shall be legally effective for all
purposes as of the time when they are mailed by certified mail, return receipt
requested, or a nationally recognized express or overnight delivery or a
hand-delivery to the person to whom such communication is directed.

         16. Continuing Security Interest. This Agreement creates a continuing
security interest in the Pledged Collateral and shall be binding upon the
Pledgor, and its respective heirs, representatives, successors and assigns and
inure to the benefit of the Secured Party and the Secured Party's legal
representatives, successors, transferees and assigns. The execution and delivery
of this Agreement shall in no manner impair or affect any other security (by
endorsement or otherwise) for the payment of the Obligation and no security
taken hereafter as security for payment or performance of the Obligation shall
impair in any manner or affect this Agreement or the security interest granted
hereby, all such present and future additional security to be considered as
cumulative security. Any of the Pledged Collateral may be released from this
Agreement without altering, varying, or diminishing in any way this Agreement or
the security interest granted hereby as to the Pledged Collateral not expressly
released, and this Agreement and such security interest shall continue in full
force and effect as to all of the Pledged Collateral not expressly released.

         17. Discharge of the Pledgor. At such time as all of the principal and
interest on the Note shall have been fully paid and performed, then all rights
and interests in such Pledged Collateral as shall not have been transferred or
otherwise applied by the Secured Party pursuant to the terms hereof and shall
still be held by the Secured Party shall forthwith be transferred and delivered
to the Pledgor, and the right, title and interest of the Secured Party therein
shall cease and the Secured Party shall (i) return to the Pledgor all
certificates or other documents or instruments in the possession of Secured
Party for purposes of the perfection of the security interest granted hereunder
and (ii) if necessary and appropriate, prepare, execute and file with the
appropriate governmental authorities termination statements on Form UCC-3.

         18. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without regard to
principles of conflicts of law. Unless otherwise defined herein, terms defined
in the Code as in effect on the date hereof are used herein as therein defined
as of such date.

         19. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

                                     - 6 -

         20. Severability. The provisions of this Agreement are independent of
and separable from each other, and no such provision shall be altered or
rendered invalid or unenforceable by virtue of the fact that for any reason any
other such provision may be invalid or unenforceable in whole or in part.

                            [signature page follows]

                                     - 7 -

                  IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound, have executed this Agreement, or caused this Agreement to be
executed by a duly authorized representative, as of the date first above
written.

                                    PLEDGOR:

                                    /s/  Gregory Bentley
                                    --------------------------------------------
                                    Gregory Bentley

                                    /s/  Caroline Bentley
                                    --------------------------------------------
                                    Caroline Bentley

                                    SECURED PARTY:

                                    BENTLEY SYSTEMS, INCORPORATED

                                    By:      /s/  David Nation
                                       -----------------------------------------
                                    Name:  David Nation
                                    Title:  Senior Vice President

                                     - 8 -

                                                                  EXHIBIT 10.23

                  WAREHOUSE AND SHIPPING OUTSOURCING AGREEMENT

      This Warehouse and Shipping Outsourcing Agreement (the "Agreement") is
between Bentley Systems, Incorporated ("Bentley") and VideoRay, LLC.
("VideoRay"). This Agreement is effective as of October 1, 2001.

WHEREAS, Bentley wishes to contract with VideoRay for the provision of certain
warehouse and shipping services that Bentley currently provides in-house, and
VideoRay wishes to perform such services, on the terms set forth below.

THEREFORE, it is agreed that:

1.    VideoRay will operate and assume all lease costs for Bentley's current
      warehouse space at 400 Eagleview Boulevard, Exton, PA 19341 (the
      "Warehouse") and continue the services to Bentley that are currently
      provided at the Warehouse.

2.    The services to be provided to Bentley by VideoRay shall consist of the
      following (collectively, the "Services"):

      a.    SHUTTLE RUNS: VideoRay will operate the shuttle with three (3) daily
            runs. The first at 10:30AM delivering inbound packages to all
            Bentley buildings. The second run at 2:00PM for pick up of outbound
            parcels. The third and final run at 4:00PM will continue as well for
            pick up at all buildings. Last minute requests after the last
            scheduled shuttle pick up can be processed as long as it is brought
            to the Warehouse by 5:30PM and requires less than one half hour of
            processing time. Carriers will generally not wait any later than
            6:00PM for the final pick up of the day.

      b.    ELECTRONIC REQUESTS: VideoRay will continue to fulfill electronic
            requests for items stocked in the warehouse such as CDs, brochures,
            and other collateral. The request form is currently located in
            "Outlook" under "Tools/Forms". Bentley must properly complete all
            information.

      c.    PHYSICAL PACKAGES: VideoRay will continue to pick up packages for
            shipping at Bentley buildings. These shipments will be processed
            with a shipping request form (mentioned above) printed and securely
            attached to the parcel as well as being sent electronically to the
            Warehouse. As is the current situation, these shipments are to be
            placed in the outgoing bins and will be picked up by the shuttle
            team.

      d.    INBOUND SHIPMENTS: VideoRay will coordinate delivery of inbound
            carrier (UPS, DHL, FEDEX, etc.) parcels manifested and delivered the
            same day they arrive. Each parcel will be delivered to the
            appropriate Bentley building based on the addressee name and/or
            department.

      e.    SAP ORDERS: VideoRay will coordinate and fulfill Bentley requests
            for kits and other products ordered through SAP. All orders in the
            system by 5:00PM on a given day will be processed, shipped and
            entered into SAP (as shipped) by VideoRay on that same day. Orders
            received after 5:00PM will be processed, shipped and entered into
            SAP (as shipped) by VideoRay the next day. At

            Bentley's reasonable request from time to time, typically at the end
            of Bentley's fiscal quarters, VideoRay will extend this 5:00 PM
            deadline until 11:00 PM.

      f.    SHIPMENT DATA: VideoRay will continue to retain all shipment data
            for tracking and tracing as well as A/P reconciliation. VideoRay
            will process carrier inquiries and handle any processing of claims
            that may arise.

      g.    FREIGHT SHIPMENTS: VideoRay will coordinate Bentley requests for LTL
            (less than truckload), truckload, and other bulk freight shipments.
            Most freight carriers require one (1) day notice to allow for a
            scheduled pick-up. This includes skidded shipments for trade shows
            and the use of carriers such as Target, USF Worldwide and DHL
            WorldFreight.

      h.    MAIL PROCESSING: VideoRay will coordinate daily USPS pick up and
            deliveries. USPS pick-up takes place at 1:00PM at the Warehouse. All
            mail picked up by VideoRay on the first two shuttle runs will be
            processed and dropped off in the mailboxes in the park. Mail picked
            up by VideoRay on the last shuttle run will be post marked the next
            morning and dropped into the postal system the next day.

      i.    VideoRay will provide all other Warehouse tasks that Bentley
            currently provides in-house, except UPS Ground shipments by Bentley
            employees for non-business purposes.

                  These include:

                  a.    Processing of current level of customer product
                        shipments
                  b.    Processing and shipment of beta test items
                  c.    Processing and shipment of Select CDs and related items
                  d.    Processing of incoming shipments and logging delivery
                        information into SAP to facilitate vendor payment.
                  e.    Processing of outgoing shipments
                  f.    Processing of mass mailings (contracting or doing
                        in-house based on size, does not include mailing address
                        data or label processing)
                  g.    Shipment of Trade Show materials
                  h.    Daily delivery and sorting of Bentley's Exton Employee
                        mail
                  i.    Daily delivery of cleaning and bathroom supplies
                        currently stored in Bentley Building 1
                  j.    Continuation and expansion of program to have incoming
                        shipments charged to VideoRay's carriers for cost
                        savings
                  k.    Expansion of role in timing Trade Show and other
                        expensive shipments to save money
                  l.    Integration of Geopak shipments and implementation of
                        significant cost savings
                  m.    Negotiation of mailing equipment contracts and costs for
                        American offices
                  n.    Negotiation of favorable carrier rates that will further
                        increase savings
                  o.    Provide reasonable maintenance and service of Bentley's
                        vehicles and other equipment used in providing the
                        Services.

                  At Bentley's request from time to time, source vendors for
                  materials, carriers and related arrangements (the costs of
                  which are Bentley's responsibility hereunder) will be subject
                  to Bentley's approval.

      3.    In order to provide the Services, VideoRay will assume all costs
            (wages and benefits) and management responsibility for these current
            Bentley employees (and one additional hire), who will continue as
            Bentley employees so long as they work under VideoRay's supervision
            to perform the Services.

                  a.    Clint Moyer
                  b.    Sharon Rutledge
                  c.    Jeff Erb
                  d.    one additional person to be hired to complete the
                        staffing of the Warehouse

      4.    VideoRay will assume and bear full responsibility for paying:

                  a.    All rent and warehouse-related occupancy costs except as
                        noted below.
                  b.    Payroll, medical expenses, workers compensation,
                        unemployment insurance expenses for VideoRay employees
                        and the Bentley employees described in paragraph 3.
                        Where possible and practical, VideoRay will take
                        advantage of Bentley's group rates, and Bentley will
                        deduct the costs of these from its monthly payment.
                  c.    All equipment maintenance and service costs, except as
                        noted below, including Bentley's cargo carrying
                        vehicles, forklifts, mailing equipment, and other
                        machines in the warehouse.
                  d.    Packaging supplies except for mailers and packaging for
                        customer shipments (i.e. kits, Select CD mailers)
                  e.    Copier rental and supplies
                  f.    Telephone costs, if separable (and with additional
                        $1000/month fee paid by Bentley)

      5.    Bentley will bear full responsibility for paying the following to
            the extent used for providing the Services:

                  a.    Actual carrier costs for shipments
                  b.    Computer network and technical support
                  c.    Telecommunications services, except as noted in 4(f)
                        above
                  d.    Costs of product materials and inventory (which will
                        continue to be Bentley's property).

      6.    Fees. Bentley will pay to VideoRay a monthly fee of $23,700. An
            additional $1,000 per month will be paid if telephone costs can be
            separated as contemplated in 4(f). VideoRay expenses noted in
            paragraph 4 above, which are funded by Bentley, will be deducted
            from the monthly fee paid by Bentley to VideoRay. Bentley will
            reimburse VideoRay for carrier costs for shipments; where VideoRay
            will bill Bentley weekly (Thursdays), and Bentley will pay VideoRay
            for those expenses by check on the following Monday. The parties
            agree that if the number of items in Bentley shipments,

            measured from time to time as of the end of the last full calendar
            quarter, from October 1, 2001 through the end of the last full
            quarter included in the measurement is more than 15% higher than the
            number of such shipments for the corresponding period in the prior
            year, then the parties will reconsider the pricing agreed to for the
            shipping services under this Agreement.

      7.    Term. The term of this Agreement shall commence on October 1, 2001.
            At the end of August 2002, VideoRay will provide a summary of the
            performance of the Agreement to Bentley. The summary will outline
            the cost savings and the ongoing benefits to Bentley. This Agreement
            will terminate on December 31, 2002 unless extended by mutual
            agreement of the parties. If, during the term of this Agreement,
            Bentley finds an alternate source for the services contemplated
            herein at a greater level of services or at a lesser cost, Bentley
            may employ such alternative provider and renegotiate or terminate
            this Agreement with VideoRay.

      8.    Indemnification and Insurance. VideoRay shall indemnify, defend and
            hold harmless Bentley and its directors, officers, agents, and
            employees from and against all claims, damages, losses and expenses,
            including but not limited to attorney's fees, arising out of or
            resulting from any act, error, negligence or omission of VideoRay in
            the performance of this Agreement. Bentley shall indemnify, defend
            and hold harmless VideoRay and its directors, officers, agents and
            employees from and against all claims, damages, losses and expenses,
            including but not limited to attorney's fees, arising out of or
            resulting from any act, error, negligence or omission of Bentley in
            the performance of this Agreement. Bentley will maintain insurance
            on the Warehouse and Bentley's property in the Warehouse as required
            under the Warehouse lease from time to time.

      9.    General Provisions:

                  a.    Entire Agreement. This Agreement supersedes any and all
                        agreements, either oral or written, between the parties
                        with respect to the Services, and contains all covenants
                        and agreements between the parties with respect to the
                        Services. Any modification of this Agreement will be
                        effective only if in writing signed by both parties.
                  b.    Partial Invalidity. If any provision of this Agreement
                        is held by a court of competent jurisdiction to be
                        invalid, void, or uneforceable, the remaining provisions
                        will nevertheless continue in full force without being
                        impaired or invalidated in any way.
                  c.    Assignment. In view of the nature of this Agreement,
                        this Agreement may not be assigned by either party
                        without the prior written consent of the other party.
                  d.    Notices. All notices to be given hereunder shall be by
                        personal delivery in writing to the individuals signing
                        this Agreement at their current business addresses.
                  e.    Waivers. Any delay or forbearance by either party in
                        exercising any right hereunder shall not be deemed to be
                        a waiver of that right.
                  f.    Governing law. This Agreement shall be governed by and
                        construed in accordance with the laws of the
                        Commonwealth of Pennsylvania without regard to its
                        conflict of laws provision.

                  g.    Force Majeure. Neither party will be liable to the other
                        for failure under any obligation hereunder because of
                        acts of God or other circumstances beyond the control of
                        the affected party.

Bentley Systems, Incorporated                 VideoRay, LLC

     /s/ Malcolm Walter                           /s/ Scott Bentley
- ---------------------------------             ----------------------------------
By: Malcolm Walter                            By: Scott Bentley
Title: C.O.O.                                 Title: President
Date: November 29, 2001                       Date: November 29, 2001

                                                                  EXHIBIT 10.24

                          SECURITIES PURCHASE AGREEMENT

      THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as of
December 26, 2000 among Bentley Systems, Incorporated, a Delaware corporation
(the "Company"), and the several purchasers named in the attached Schedule 1
(individually, a "Purchaser" and collectively, the "Purchasers"), and, solely
for purposes of Sections 4.1(b) and 4.2 of this Agreement, Raymond B. Bentley
and Richard P. Bentley. (This Agreement and the Information and Registration
Rights Agreement (the "Rights Agreement") attached hereto as Exhibit A are
referred to herein as the "Agreements"). The parties hereby agree as follows:

      1. PURCHASE AND SALE OF SECURITIES.

            1.1 SALE AND ISSUANCE OF SECURITIES.

                  (a) The Company hereby represents to the Purchasers that the
Company has duly adopted and filed with the Secretary of State of the State of
Delaware a Certificate of Amendment to its Certificate of Incorporation, a copy
of which is attached hereto as Exhibit B (the "Amended Certificate"), which is
in full force and effect as of the date hereof.

                  (b) Subject to the terms and conditions of the Agreements, the
Purchasers agree to purchase at the Closing (as defined in Section 1.2), and the
Company agrees to sell and issue to each Purchaser, (i) the number of shares of
the Company's Senior Class C Common Stock, par value $0.01 per share (the
"Stock"), set forth opposite the name of such Purchaser under the heading
"Number of Shares to be Purchased" on Schedule 1, and (ii) a Common Stock
Purchase Warrant (the "Warrant") to purchase a number of shares of the Company's
Class B Non-Voting Common Stock (the "Warrant Shares") set forth opposite the
name of such Purchaser under the heading "Warrant Shares" on Schedule l, for the
aggregate purchase price (the "Purchase Price") set forth opposite the name of
such Purchaser under the heading "Aggregate Purchase Price" on Schedule 1. The
Stock is convertible into shares of the Class B Non-Voting Common Stock, par
value $0.01 per share (the "Class B Common Stock") (such shares, as adjusted in
accordance with the terms of the Amended Certificate, are hereinafter referred
to as the "Conversion Shares") upon the terms and conditions set forth in the
Amended Certificate and shall have the rights and preferences set forth in the
Amended Certificate.

            1.2 CLOSING; DELIVERY.

                  (a) Initial Closing. The initial closing of the purchase and
sale of the Stock and the Warrants pursuant to Section 1.1 hereof shall take
place at the offices of Dechert, 4000 Bell Atlantic Tower, 1717 Arch Street,
Philadelphia, Pennsylvania 19103, on December 26, 2000, or at such other
location, date and time as may be agreed upon between the Purchasers and the
Company (such closing being called the "Closing" and such date and time being
called the "Closing Date"). The initial closing shall take place concurrently
with the closings under (i) the Revolving Credit and Security Agreement (the
"Revolving Credit Agreement") dated as of December 26, 2000 by and among PNC
Bank, National Association, the Company, Bentley Software, Inc. and Atlantech
Solutions, Inc. and (ii) the Asset Purchase Agreement (the

"Acquisition Agreement") dated as of December 26, 2000 between the Company and
Intergraph Corporation ("Intergraph").

                  (b) Initial Closing Deliveries. At the Closing, the Company is
delivering to each Purchaser: (i) a certificate representing the Stock being
purchased, free and clear of all liens, claims and encumbrances (other than
restrictions arising pursuant to this Agreement); (ii) the Warrant being
purchased, free and clear of all liens, claims and encumbrances; (iii) a fully
executed Rights Agreement; (iv) a legal opinion of Drinker Biddle and Reath LLP,
(v) a certificate executed by an officer of the Company in form reasonably
satisfactory to counsel to the Purchasers; (vi) a certificate executed by the
Secretary of the Company in form reasonably satisfactory to counsel to the
Purchasers; and (vii) a copy of the Amended Bylaws of the Company. At Closing,
as payment in full for the Stock and the Warrant being purchased by it under
this Agreement, and against delivery of the certificate and Warrant as
aforesaid, each Purchaser is remitting the Purchase Price to the Company by wire
transfer.

                  (c) Additional Closing. After the Closing Date and on or prior
to March 31, 2001 the Company may hold one or more additional closings (each an
"Additional Closing," and collectively the "Additional Closings") at which the
Company may issue and sell (i) up to the number of shares of Stock equal to the
difference between 150,000 and the aggregate number of shares of Stock
previously sold on the Closing Date and, as applicable, on the date of any prior
Additional Closing and (ii) Warrants to purchase a number of Warrant Shares
equal to the difference between 2,080,000 Warrant Shares and the aggregate
number of Warrant Shares underlying Warrants previously sold on the Closing Date
and, as applicable, on the date of any prior Additional Closing. The sale of the
Stock and Warrants pursuant to this Section 1.2(c) shall be on the same terms
and conditions (including price) as the sale of the Stock and Warrants pursuant
to Section 1.1. hereof and shall be effected by the execution by any investor of
a counterpart signature page to this Agreement. Any investor purchasing Stock
and Warrants pursuant to this Section 1.2(c) shall make such purchases in the
same relative proportions as Stock and Warrants purchased pursuant to Section
1.1 hereof. Upon the execution of a counterpart signature page to this
Agreement: (i) each such investor shall be deemed to be a Purchaser for all
purposes of this Agreement and Schedule 1 shall be amended to include such
Purchaser; and (ii) each such Additional Closing shall be deemed to be a Closing
hereunder and the date of each such Additional Closing shall be a "Closing Date"
hereunder. If necessary, the Company shall provide an updated Disclosure
Statement to Purchasers purchasing in any Additional Closing.

      2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. Except as set
forth on the Schedule of Exceptions included on the Disclosure Statement
attached as Schedule 2, the Company hereby represents, warrants and covenants to
each Purchaser that:

            2.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company and
each Subsidiary (as defined in Section 2.2 hereof) is a corporation duly
organized, validly existing and in good standing under the laws of its
respective jurisdiction of organization and has all requisite corporate power
and authority and all necessary licenses and permits to own, lease and operate
its properties and to carry on its business as now conducted and as proposed to
be conducted, and, as applicable, to enter into and perform its obligations
under the Agreements. The Company and each Subsidiary is duly qualified to
transact business and is in good standing

                                     - 2 -

in each jurisdiction in which it is required to be so qualified, except where
the failure to qualify could not reasonably be expected to have a material
adverse effect on the Company.

            2.2 SUBSIDIARIES. Set forth on Section 2.2 of the Disclosure
Statement is a complete list of each corporation or other Person (as defined
below) which the Company directly or indirectly controls and in which the assets
and liabilities are consolidated in the Company's consolidated financial
statements or in which the Company beneficially or of record owns, directly or
indirectly, a majority of the capital stock, securities convertible into or
exchangeable for capital stock or other equity or participating interest (each a
"Subsidiary"), the jurisdiction in which each Subsidiary is organized and the
Company's ownership interest in each such Subsidiary. Except as set forth on
Section 2.2 of the Disclosure Statement, the Company does not have any
Subsidiaries, nor does the Company directly or indirectly control or own
(beneficially or of record) any capital stock, securities convertible into or
exchangeable for capital stock or other equity or participating interest of any
other entity. Except as otherwise specifically indicated, references herein to
the Company include the Company and its Subsidiaries, taken as a whole. For
purposes of this Agreement, the term "Person" shall mean any individual,
corporation (including any non-profit corporation), general or limited
partnership, limited liability company, joint venture, estate, trust,
association, organization, labor union or other entity.

            2.3 CAPITALIZATION.

                  (a) The authorized capital of the Company consists of:

                        (i) 1,552,450 shares of Series A Convertible Preferred
Stock, par value $0.01 per share (the "Preferred Stock"), of which 1,552,450
shares are issued and outstanding. The 1,552,450 issued and outstanding shares
of Preferred Stock are convertible into 1,552,450 shares of Class B Non-Voting
Common Stock, par value $0.01 per share (the "Class B Common Stock").

                        (ii) 90,150,000 shares of common stock, consisting of
60,000,000 shares of Class A Voting Common Stock, par value $0.01 per share (the
"Class A Common Stock"), of which 19,903,000 shares are issued and outstanding,
30,000,000 shares of the Class B Non-Voting Common Stock, par value $0.01 per
share (the "Class B Common Stock"), of which 3,216,792 shares are issued and
outstanding, and 150,000 shares of Senior Class C Common Stock, par value $0.01
per share (the "Senior Common Stock"), of which no shares are issued and
outstanding (the Class A Common Stock, Class B Common Stock and Senior Common
Stock are collectively referred to herein as the "Common Stock"). The Preferred
Stock and the Common Stock are collectively referred to herein as the "Company
Stock."

                  (b) Except as set forth in Section 2.3(b) of the Disclosure
Statement, there are no outstanding securities of the Company and no options,
warrants, rights (including conversion or preemptive rights and rights of first
refusal or similar rights) or agreements, orally or in writing, for the purchase
or acquisition from the Company of any shares of its capital stock or other
securities. All of the outstanding shares of the Common Stock have been duly
authorized, are fully paid, are nonassessable and were issued in compliance with
all applicable

                                     - 3 -

federal and state securities laws. No shares of the Company Stock have been
issued in violation of any statutory or contractual, preemptive or similar
rights of any person and no person has any such rights with respect to the
issuance of the Company Stock. The Company has reserved 10,000,000 shares of
issuable Class B Common Stock for issuance upon conversion of the Senior Common
Stock into the Conversion Shares. The Company has reserved sufficient shares of
issuable Class B Common Stock for issuance upon the exercise of the Warrants for
the Warrant Shares.

                  (c) The number of shares of Common Stock issuable upon
exercise of any options, warrants or other rights is not subject to adjustment
by reason of the issuance and sale of the Stock or the Warrants hereunder, or
the issuance of the Conversion Shares. Except as otherwise contemplated or
disclosed in the Agreements or as required by the options and warrants listed in
Section 2.3(b) of the Disclosure Statement, no shares of Common Stock have been
reserved by the Company for issuance.

                  (d) Except as set forth in Section 2.3(d) of the Disclosure
Statement, the Company is not a party to or subject to any agreement or
understanding and there is no agreement or understanding between or among any
persons relating to the acquisition, disposition or repurchase of any of the
Company Stock or that affects or relates to the voting or giving of written
consents with respect to any security or the voting by a director of the
Company.

                  (e) Each of the Bentleys, Intergraph and any other holder of
at least five percent of the Fully Diluted Shares (prior to giving effect to the
issuance of the Stock) (as defined in Section 4.1 (a) hereof) of the Company
together with the number of shares owned is listed in Section 2.3(e) of the
Disclosure Statement.

            2.4 AUTHORIZATION. All corporate action on the part of the Company,
its officers, directors and shareholders necessary for each of the following has
been duly and validly taken prior to the Closing: (i) the authorization,
execution and delivery of this Agreement, the Warrant and the Rights Agreement;
(ii) the performance of all obligations of the Company hereunder and thereunder;
(iii) the adoption and filing of the Amended Certificate; (iv) the
authorization, issuance and delivery of the Stock; (v) the authorization,
issuance and delivery of the Warrant; (vi) the authorization, issuance and
delivery of (in accordance with the Warrant) the Warrant Shares; and (vii) the
authorization, issuance and delivery of (in accordance with the Amended
Certificate) the Conversion Shares. The Agreements, when executed and delivered
by the Company, shall constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms except
(a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, and other laws of general application affecting
enforcement of creditors' rights generally, (b) as limited by laws relating to
the availability of specific performance, injunctive relief, or other equitable
remedies, and (c) to the extent the indemnification and contribution provisions
contained in the Agreements may be limited by applicable federal or state
securities laws.

            2.5 VALID ISSUANCE OF SECURITIES. The Stock, when issued, sold and
delivered in accordance with the terms hereof for the consideration expressed
herein, will be duly and validly issued, fully paid and nonassessable and free
of restrictions on transfer other than

                                     - 4 -

restrictions on transfer under the Agreements and applicable state and federal
securities laws. The Conversion Shares have been duly and validly authorized and
reserved for issuance (and, except as is set forth in Section 6.5 hereof with
respect to the Conversion Shares, no further corporate or other action is
required for the issuance of the Stock or the Conversion Shares contemplated by
this Agreement), and upon issuance in accordance with the terms of the Amended
Certificate, shall be duly and validly issued, fully paid and nonassessable and
free of restrictions on transfer other than restrictions on transfer under the
Agreements and applicable federal and state securities laws. The Warrant Shares
have been duly and validly authorized and reserved for issuance (and no further
corporate or other action is required for the issuance of the Warrant Shares
contemplated by this Agreement), and upon issuance in accordance with the terms
of the Warrant, shall be duly and validly issued, fully paid and nonassessable
and free of restrictions on transfer, other than restrictions on transfer under
this Agreement and the Warrant and applicable federal and state securities laws.
The Stock and the Conversion Shares, when issued in compliance with the
provisions of this Agreement and the Amended Certificate, will be free of any
liens or encumbrances. The Warrant Shares, when issued in compliance with the
provisions of this Agreement and the Warrant, will be free of any liens or
encumbrances. Except as otherwise contemplated by this Agreement, neither the
Stock, the Conversion Shares nor the Warrant Shares are subject to any
preemptive rights or rights of first refusal except as have been waived or
satisfied.

            2.6 CONSENTS. Except as set forth on Section 2.6 of the Disclosure
Statement, no consent, approval, permit, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
federal, state or local governmental or regulatory authority or other person on
the part of the Company is required in connection with the consummation of the
transactions contemplated by the Agreements or the issuance of the Stock, the
Warrant, the Conversion Shares as provided in the Amended Certificate or the
Warrant Shares as provided in the Warrant, except for filings pursuant to
applicable state securities laws and Regulation D of the Securities Act of 1933,
as amended (the "Securities Act").

            2.7 LITIGATION. Except as set forth in Section 2.7 of the Disclosure
Statement there is no action, suit, proceeding, order, investigation or claim
pending or, to the best of the Company's knowledge, currently threatened against
the Company or, to the best of the Company's knowledge, any of its shareholders,
directors or officers in their capacities as such. Except as set forth in
Section 2.7 of the Disclosure Statement, no suit, proceeding, order,
investigation or claim pending against the Company questions the validity of any
of the Agreements or the right of the Company to enter into them, or to
consummate the transactions contemplated hereby or thereby, or if adversely
determined is likely to subject the Company to liability in excess of $100,000
or might otherwise be reasonably expected to result, either individually or in
the aggregate, in any material adverse changes in the assets, condition,
prospects or affairs of the Company, financially or otherwise, or any change in
the current equity ownership of the Company; nor is the Company aware that there
is any basis for the foregoing. The foregoing includes, without limitation, any
actions pending or threatened involving the prior employment of any of the
Company's employees or consultants, their use in connection with the Company's
business of any information or techniques allegedly proprietary to any of its
former or current employers, or the Company's obligations under any agreement
with former or current employers. The Company is not a party or subject to the
provisions of any order, writ, injunction, judgment or decree of any court or
government agency or instrumentality.

                                     - 5 -

            2.8 INTELLECTUAL PROPERTY.

                  (a) The Company is the owner of record in or is otherwise
licensed to use all patents, patent rights and patent applications
(collectively, the "Patents"), all trademarks, service marks, and all related
applications for trademarks and service marks (collectively, the "Marks") and
copyright registrations (collectively, the "Copyrights") listed in Section 2.8
of the Disclosure Statement. The Company is also the owner of all right, title
and interest in and to, or otherwise has the right to use and distribute or
sublicense (as the case may be), certain computer programs, software and
proprietary computer programming language (collectively, the "Software") as
listed in the Company's pricebooks, copies of the various Americas and European
versions of which were previously provided to the Purchaser, and certain
proprietary formulas, trade secrets, formulations and inventions generated by
employees and consultants of the Company (collectively, the "Trade Secrets" and,
together with the Patents, Marks, Copyrights and Software, the "Intellectual
Property"). Except as otherwise specified in Section 2.8 of the Disclosure
Statement, the Company is the owner or otherwise has the right to use all
Intellectual Property material to the operations of the business of the Company
as such is presently conducted, free and clear of any lien, security interest,
restriction, or encumbrance. Except as otherwise specified in Section 2.8 of the
Disclosure Statement, the rights of the Company in and to any of the
Intellectual Property will not be limited or otherwise affected by reason of any
of the transactions contemplated hereby.

                  (b) All employees and consultants of the Company involved with
the development of any material Intellectual Property have entered into written
agreements assigning to the Company all rights to such Intellectual Property,
inventions, improvements, discoveries or information relating thereto.

                  (c) All of the Intellectual Property are in material
compliance with applicable legal requirements (including, as applicable, payment
of filing, examination and maintenance fees and proofs of working or use) and
are valid and enforceable. To the best of the Company's knowledge, there are no
patents, or trademarks or trademark applications pending that interfere or
potentially interfere with any Patent or material Mark or any rights of the
Company therein. Other than as set forth in Section 2.8 of the Disclosure
Statement, the Company is unaware of any infringement of the Intellectual
Property that would have a material adverse effect on the Company's business,
and has not received written notice that any trademark, copyright, trade secret
or patent has been infringed by any of the Intellectual Property. No material
Mark or Patent is involved in any interference, reissue, re-examination,
opposition, invalidation or cancellation proceeding and to the best of the
Company's knowledge, no such proceeding is threatened. The Company is not aware
of any basis for any claim by any third party that any of the Intellectual
Property nor any products developed, manufactured, maintained, sold, licensed or
distributed by the Company which incorporate or use the Software infringe any
trademark, copyright, trade secret, patent or other similar right of any third
party. The Company has taken commercially reasonable precautions to preserve and
document its Trade Secrets and to protect the secrecy, confidentiality and value
of its Trade Secrets. All documentation relating to registered Intellectual
Property has been maintained only at the principal office of the Company.

                                     - 6 -

            2.9 TITLE TO PROPERTY AND ASSETS. Except as set forth on Section 2.9
of the Disclosure Statement (the "Real Property"), the Company does not own any
real property. Except as set forth in Section 2.09 of the Disclosure Statement,
the Company owns the Real Property and all other assets free and clear of all
mortgages, liens, loans and encumbrances, except such encumbrances and liens
that arise in the ordinary course of business and do not impair the Company's
ownership or use of such property or assets.

            2.10 LEASEHOLD INTERESTS. Each lease or agreement to which the
Company is a party under which it is a lessee of any property, real or personal
(collectively, the "Leases"), is a valid and subsisting agreement, duly
authorized and entered into, without any default of the Company thereunder and,
to the best of the Company's knowledge, without any default thereunder of any
other party thereto. No event has occurred and is continuing which, with due
notice or lapse of time or both, would constitute a default or event of default
by the Company under any material Lease or, to the best of the Company's
knowledge, by any other party thereto. The Company's possession of such property
has not been disturbed and, to the best of the Company's knowledge after due
inquiry, no claim has been asserted against the Company adverse to its rights in
such leasehold interests. The Company is in compliance with all Leases in all
material respects and holds a valid leasehold interest in all of its leased
property free of any liens, claims or encumbrances.

            2.11 COMPLIANCE MATTERS. The Company is not in violation or default
of any provisions of its Amended Certificate or Amended Bylaws, or in any
material respect of any instrument, agreement, judgment, order, writ, decree or
contract to which it is a party or by which it is bound or of any provision of
any federal, state or local law, statute, ordinance, order, writ, decree, rule
or regulation applicable to the Company, and no event has occurred that with
notice or passage of time would create any such default or violation. Except as
set forth in Section 2.11 of the Disclosure Statement, or to the extent
agreements, waivers or consents set forth in Section 2.11 of the Disclosure
Statement have been obtained, the execution, delivery and performance of the
Agreements and the consummation of the transactions contemplated hereby or
thereby will not result in any such violation or be in conflict with or
constitute, with or without the passage of time or giving of notice, either a
default or breach under any such provision, instrument, agreement, judgment,
order, writ, decree or contract or an event which results in the creation of any
lien, charge or encumbrance upon any assets of the Company or which gives to any
third person any rights with respect to any of the Company's assets.

            2.12 AGREEMENTS; ACTIONS.

                  (a) Except as set forth in Section 2.12 of the Disclosure
Statement, there are no agreements, understandings or proposed transactions
between the Company and any of its officers, directors, affiliates, or any
affiliate thereof. The Company is not indebted, directly or indirectly, to any
of its officers or directors or to their respective spouses or children, in any
amount whatsoever other than in connection with expenses or advances of expenses
or compensation incurred in the ordinary course of business or relocation
expenses of employees. Except as set forth in Section 2.12 of the Disclosure
Statement, none of the Company's officers or directors, or any members of their
immediate families, is indebted to the Company (other than in connection with
purchases of the Company Stock) or, to the Company's knowledge, has any direct
or indirect ownership interest in any firm or corporation with which the Company
is

                                     - 7 -

affiliated or with which the Company has a business relationship, or any firm or
corporation which competes with the Company, except that officers, directors
and/or shareholders of the Company may own stock in publicly traded companies
that may compete or have business relationships with the Company. Except as set
forth in Section 2.12 of the Disclosure Statement, to the best of the Company's
knowledge, no officer or director or any member of their immediate families is,
directly or indirectly, interested in any material contract with the Company.

                  (b) Except for this Agreement and agreements contemplated or
disclosed by the Agreements, the Disclosure Statement and the Company's
financial statements and related notes thereto referred to in Section 2.16
below, there are no agreements, understandings, instruments, contracts or
proposed transactions to which the Company is a party or by which it is bound
that satisfy the requirements of Item 601(b) of Regulation S-K as promulgated by
the Securities and Exchange Commission.

                  (c) The Company has not engaged in the past 6 months in any
discussion (i) with any representative of any corporation or corporations or
other person or entity regarding the merger of the Company with or into any such
corporation person or entity, (ii) with any corporation, partnership,
association or other business entity or any individual regarding the sale,
conveyance or disposition of all or substantially all of the assets of the
Company or a transaction or series of related transactions in which more than
50% of the voting power of the Company is disposed of, or (iii) regarding any
other form of liquidation, dissolution or winding up of the Company.

            2.13 DISCLOSURE.

                  (a) The Company has provided each Purchaser with the
information that the Purchaser has requested for deciding whether to acquire the
Stock and the Warrant. No representation or warranty of the Company contained in
this Agreement, the Disclosure Statement or the Company's financial statements
and related notes thereto contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements contained herein
or therein not misleading in light of the circumstances under which they were
made.

                  (b) Except as described in this Agreement or referred to in
the Company's financial statements and notes thereto, to the best of the
Company's knowledge, there is no fact or development with respect to the
markets, products, services, clients, customers, facilities, computer software,
databases, personnel, vendors, suppliers, operations, assets or prospects of the
business of the Company that is reasonably likely to materially adversely affect
the business, operation or prospects of the Company, other than such conditions
as may affect as a whole the economy generally. For purposes of this Agreement,
"to the best of the Company's knowledge" shall mean any information actually
known or that, with the exercise of reasonable diligence, should have been known
by any officer of the Company.

            2.14 RIGHTS OF REGISTRATION. Except as set forth in Section 2.14 of
the Disclosure Statement and as contemplated in the Rights Agreement, the
Company has not granted or agreed to grant to any person or entity, and no
person or entity has, any registration rights, including piggyback rights.

                                     - 8 -

            2.15 PRIVATE PLACEMENT. Subject in part to the truth and accuracy of
each Purchaser's representations set forth in this Agreement, the offer, sale
and issuance of the Stock, the Warrant, the Conversion Shares and the Warrant
Shares, as contemplated by this Agreement, are exempt from the registration
requirements of the Securities Act and from the qualification requirements of
applicable state and other securities laws.

            2.16 FINANCIAL STATEMENTS. The Company has delivered to the
Purchaser its audited balance sheet as of December 31, 1999 and the related
audited consolidated statements of income and cash flow for the twelve months
ended December 31, 1999 and its unaudited balance sheet as of September 30, 2000
(the "Balance Sheet") and the related unaudited consolidated statements of
income and cash flow for the nine months ended September 30, 2000. All such
financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
indicated ("GAAP") and fairly present the financial condition and operating
results of the Company as of and for the periods set forth therein in accordance
with GAAP, consistently applied, except that the Balance Sheet may not contain
all footnotes required by GAAP, and is subject to normal recurring year end
adjustments. Except as set forth in the Balance Sheet and the related notes
thereto, the Company has no material liabilities, contingent or otherwise, other
than (a) current liabilities (as defined by GAAP) incurred in the ordinary
course of business subsequent to September 30, 2000 and (b) obligations under
contracts and commitments incurred in the ordinary course of business that are
not required: (i) under GAAP to be reflected on the Balance Sheet, or (ii) to be
disclosed pursuant to Statement of Financial Accounting Standards No.5.

            2.17 EVENTS SUBSEQUENT TO THE DATE OF THE BALANCE SHEET. Except as
set forth in Section 2.17 of the Disclosure Statement, since September 30, 2000,
the Company has not:

                  (i) declared or paid any dividends, or authorized or made any
distribution upon or with respect to any class or series of its capital stock;
(ii) entered into any agreement not in the ordinary course of business; (iii)
incurred any indebtedness for money borrowed other than pursuant to its existing
bank credit facilities or incurred any other liabilities outside of the ordinary
course of business individually in excess of $500,000 or in excess of $1,000,000
in the aggregate; (iv) made any loans or advances to any person, other than
ordinary advances for travel expenses; (v) sold, exchanged or otherwise disposed
of any of its assets or rights, in the ordinary course of business; (vi) entered
into any employment, severance or similar arrangement with any shareholder,
director or executive officer of the Company; (vii) incurred or become subject
to any material liabilities (absolute or contingent) except current liabilities
incurred, and liabilities under contracts entered into, in the ordinary course
of business; (viii) mortgaged, pledged or subjected to lien, charge or any other
encumbrance any of its assets, tangible or intangible; (ix) sold, leased,
licensed, assigned or transferred any of its tangible or intangible assets,
including without limitation, any Intellectual Property or canceled any debts or
obligations except, in each case, in the ordinary course of business; (x)
suffered any extraordinary losses, or waived any rights of substantial value
(whether or not in the ordinary course of business); (xi) made any changes in
officer compensation except for annual increases consistent with past practices;
(xii) entered into any material transaction other than in the ordinary course of
business; (xiii) made any change in any of its material contracts, its
Certificate of Incorporation or Bylaws (except as contemplated hereby), or in
any arrangements or

                                     - 9 -

agreements of any nature relating to its officers and directors, (xiv) declared,
set aside or paid or otherwise distributed in respect of the Company Stock, or
directly or indirectly redeemed, purchased or acquired any of such stock or made
any payments to any holder of 5% or more of the Company's outstanding Common
Stock other than salary paid to such shareholder for bona fide services rendered
in the ordinary course of business or payments to Intergraph Corporation in the
ordinary course of business; or (xv) otherwise experienced any material adverse
change in its assets, financial condition or results of operation.

            2.18 TAX RETURNS AND PAYMENTS. The Company has timely filed all tax
returns and reports as required by law, except where the failure to so file
could not reasonably be expected to have a material adverse effect on the
Company. These returns and reports are true and correct in all material respects
and reflect all taxes required to be paid by the Company for the periods stated
therein. The Company has paid all taxes and other assessments shown to be due by
the Company on such returns and reports; and no tax liens have been filed and no
claims are being asserted with respect to any such taxes, fees or other charges.
Except as set forth in Section 2.18 of the Disclosure Statement, no tax returns
or reports of the Company are under audit.

            2.19 ASSUMPTIONS, GUARANTEES, ETC. OF INDEBTEDNESS OF OTHER PERSONS.
The Company has not assumed, guaranteed, endorsed or otherwise become directly
or contingently liable on any indebtedness of any other person (including,
without limitation, liability by way of agreement, contingent or otherwise, to
purchase, to provide funds for payment, to supply funds to or otherwise invest
in the debtor, or otherwise to assure the creditor against loss) other than with
respect to its Subsidiaries and their operations, except for guaranties by
endorsement of negotiable instruments for deposit or collection in the ordinary
course of business.

            2.20 INSURANCE. The Company has in full force and effect fire and
casualty insurance policies, with extended coverage, sufficient in amount
(subject to reasonable deductibles) to allow it to replace any of its properties
that might be damaged or destroyed.

            2.21 LABOR AGREEMENTS AND ACTIONS. The Company is not bound by or
subject to (and none of its assets or properties is bound by or subject to) any
written or oral, express or implied, contract, commitment or arrangement with
any labor union, and no labor union has requested or, to the best of the
Company's knowledge, has sought to represent any of the employees,
representatives or agents of the Company. There is no strike or other labor
dispute involving the Company pending, or to the best of the Company's
knowledge, threatened, which could have a material adverse effect on the assets,
properties, prospects, financial condition, operating results, or business of
the Company (as such business is presently conducted and as it is proposed to be
conducted), nor is the Company aware of any labor organization activity
involving its employees. The Company is not aware that any officer or Key
Employee (as defined below), or that any group of Key Employees, intends to
terminate his, her or their employment with the Company or any Subsidiary, nor
does the Company or any Subsidiary have a present intention to terminate the
employment of any of the foregoing. To the best of the Company's knowledge, it
is not a party to any contracts relating to employment providing for severance
payments in excess of 6 months compensation except for such contracts providing
for severance compensation not exceeding $500,000 in the aggregate for all such
contracts. For purposes of this Agreement, "Key Employee" shall mean Gregory S.
Bentley, Keith A. Bentley,

                                     - 10 -

Barry J. Bentley, Raymond P. Bentley and Richard P. Bentley (each, a "Bentley"
and collectively, the "Bentleys"), David G. Nation and Malcolm S. Walter.

            2.22 PENSION AND PROFIT SHARING PLANS. Each of the Company's U.S.
"employee pension benefit plans" (as defined in Section 3(2) of ERISA) (the
"Pension Benefit Plans"), that is intended to be qualified for favorable tax
treatment as most recently amended, is (and from its establishment has been) the
subject of a favorable determination letter issued by the Internal Revenue
Service with respect to its qualification under Section 401 of the Internal
Revenue Code of 1986, as amended (the "Code"), or an application for such
determination has been filed or will be filed within the applicable remedial
amendment period. The Company has made full payment of all amounts it is
required, under applicable law or the terms of each of the Company's Pension
Benefit Plans, to have contributed thereto before the Closing (including any
employee salary deferral contributions described in Section 125 or Section
401(k) of the Code) for all periods through and including the close of the last
plan year prior to the Closing, or proper accruals for such contributions have
been made and are reflected on its Balance Sheet and books and records. There is
not now, and has never been, any violation of the Code or ERISA with respect to
the filing of applicable reports, documents, and notices regarding the Company's
Pension Benefit Plans with the U.S. Department of Labor and the Internal Revenue
Service, or the furnishing of such documents to the participants or
beneficiaries of the Company's Pension Benefit Plans. There has been no
violation of the "continuation coverage requirements" of "group health plans" as
set forth in Section 4980B of the Code and Part 6, Subtitle B of Title I of
ERISA with respect to any of the Company's insurance policies or self-insured
programs to which such continuation coverage requirements apply.

            2.23 PERMITS. The Company has all franchises, permits, licenses and
all other similar authorities necessary for the conduct of its business as now
being conducted, the lack of which could materially or adversely affect the
business, properties, prospects or financial condition of the Company and
believes that it can obtain, without undue burden or expense, any similar
authority for the conduct of its business as planned to be conducted. The
Company is not in default in any material respect under any of such franchises,
permits, licenses or other similar authority.

            2.24 ENVIRONMENTAL COMPLIANCE. The Company has not caused or
allowed, or contracted with any party for, the generation, use, transportation,
treatment, storage or disposal of any Hazardous Substances (as defined below) in
connection with the operation of its business or otherwise except in accordance
with applicable law and such that no investigation, remediation or other
response action is required to be undertaken with respect thereto. To the best
of the Company's knowledge, the Company, the operation of its business, and any
real property that the Company owns, leases or otherwise occupies or uses (the
"Premises") are in compliance with all applicable Environmental Laws (as defined
below) and orders or directives of any governmental authorities having
jurisdiction under such Environmental Laws, including, without limitation, any
Environmental Laws or orders or directives with respect to any cleanup or
remediation of any release or threat of release of Hazardous Substances. The
Company has not received any material citation, directive, letter or other
communication, written or oral, or any notice of any proceeding, claim or
lawsuit, relating to an alleged violation of an Environmental Law or the
presence, release or threat of release of Hazardous Substances from any person
arising out of the ownership or occupation of the Premises, or the conduct of
its

                                     - 11 -

operations, and the Company is not aware of any basis therefor. The Company has
obtained and is maintaining in full force and effect all necessary permits,
licenses and approvals required by all Environmental Laws applicable to the
Premises and the business operations conducted thereon (including operations
conducted by tenants on the Premises), and is in material compliance with all
such permits, licenses and approvals. The Company has not caused or allowed a
release, or a threat of release, of any Hazardous Substance unto, at or near the
Premises, and, to the best of the Company's knowledge, neither the Premises nor
any property at or near the Premises has ever been subject to a release, or a
threat of release, of any Hazardous Substance except in accordance with all
Environmental Laws and such that no investigation, remediation or other response
action is required to be undertaken with respect thereto. For the purposes of
this Agreement, the term "Environmental Laws" shall mean any Federal, state or
local law or ordinance or regulation pertaining to the protection of human
health or the environment, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601,
et seq., the Emergency Planning and Community Right-to-Know Act, 42 U.S.C.
Sections 11001, et seq., and the Resource Conservation and Recovery Act, 42
U.S.C. Sections 6901, et seq. For purposes of this Agreement, the term
"Hazardous Substances" shall include oil and petroleum products, asbestos,
polychlorinated biphenyls, urea formaldehyde and any other materials classified
as hazardous or toxic under any Environmental Laws.

            2.25 USE OF PROCEEDS. The proceeds from the sale of the Stock and
the Warrants will be used by the Company for general corporate purposes for the
conduct of the Company's business, to pay the fees and expenses incident to this
Agreement and to pay the purchase price to be paid by the Company in connection
with the acquisition of certain businesses currently owned by Intergraph.

            2.26 BOOKS AND RECORDS AND ACCOUNTING CONTROLS.

                  (a) The stock records of the Company fairly and accurately
reflect the record ownership of all of the outstanding shares of the Common
Stock and Preferred Stock of the Company. The books and records of the Company,
including its minute books, financial records and books of account, are complete
and accurate in all material respects and have been maintained in accordance
with sound business practices. Complete and accurate copies, as of the date
hereof, of all such minute books and stock books have been made available to
each Purchaser. No material corporate action has been taken on the part of the
Board of Directors of the Company (the "Board") or any committee of the Board,
nor has any action been taken on the part of the stockholders of the Company as
such, which is not recorded in such minute books.

                  (b) To the best of the Company's knowledge, neither the
Company nor any director, officer, agent, employee, consultant or other person
associated with or acting on behalf of the Company (including, without
limitation any stockholder), has (i) used any corporate funds for any unlawful
contributions, gifts, entertainment or any other unlawful expenses relating to
political activity or (ii) made any direct or indirect unlawful payments to
government officials or others from corporate funds or established or maintained
any unlawful or unrecorded funds.

                                     - 12 -

                  (c) The Company keeps accurate books and records reflecting
its assets, liabilities, expenses and income and maintains internal accounting
controls that provide reasonable assurance that (i) transactions are executed in
accordance with management's authorization; (ii) transactions are recorded as
necessary for preparation of the Company's financial statements and to maintain
accountability for earnings and assets of the Company; (iii) access to assets is
permitted only in accordance with management's authorization; (iv) the recorded
accountability of all assets is compared with existing assets at reasonable
intervals; (v) all intercompany transactions, charges and expenses among or
between the Company, or any affiliate of the Company are accurately reflected in
all financial statements; and (vi) the Company is in compliance in all material
respects with the Foreign Corrupt Practices Act of 1977, as amended.

            2.27 CUSTOMERS AND SUPPLIERS. Other than Intergraph, no customer or
supplier of the Company that has accounted for more than 5% of the sales or 5%
of the purchases, respectively, of the Company during the last 12 months, has
terminated or materially reduced, or has given notice that it intends to
terminate or materially reduce, the amount of business done with the Company.
The Company is not aware of any such intention on the part of any such customer
or supplier, whether or not in connection with the transactions contemplated in
this Agreement. The Company is not aware of any pending or potential price
increases that will or may be initiated by any supplier that is reasonably
likely to have a material adverse effect on the Company.

            2.28 PIDA FINANCING. All of the Company's financing provided
pursuant to agreements with the Pennsylvania Industrial Development Authority
("PIDA") may be prepaid in full without penalty or premium.

            2.29 BROKERS OR FINDERS; OTHER OFFERS. The Company has not incurred,
and it will not incur, directly or indirectly, as a result of any action taken
by the Company, any liability for brokerage or finders' fees or agents'
commissions or any similar charges in connection with this Agreement.

            2.30 REVOLVING CREDIT AGREEMENT. The representations and warranties
of the Company contained in the Revolving Credit Agreement are true and correct
in all material respects. The closing under the Revolving Credit Agreement is
occurring concurrently with the initial Closing under this Agreement. The
Company is not and, after giving effect to the transactions contemplated hereby
and thereby, will not be, in default under the provisions of the Revolving
Credit Agreement. The Company has delivered a copy of the executed Revolving
Credit Agreement to counsel to the Purchasers.

            2.31 ACQUISITION AGREEMENT. The representations and warranties of
the Company contained in the Acquisition Agreement and true and correct in all
material respects. To the best of the Company's knowledge, the representations
and warranties of Intergraph in the Acquisition Agreement are true and correct
in all material respects. The closing under the Acquisition Agreement is
occurring concurrently with the initial Closing under this Agreement. The
Company has delivered a copy of the executed Acquisition Agreement to counsel to
the Purchasers.

                                     - 13 -

      3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each Purchaser hereby
represents and warrants to the Company that:

            3.1 AUTHORIZATION. The Purchaser has full power and authority to
enter into the Agreements and, when executed and delivered by the Purchaser, the
Agreements will constitute valid and legally binding obligations of the
Purchaser, enforceable in accordance with their terms, except (a) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and any other laws of general application affecting enforcement of
creditors' rights generally, (b) as limited by laws relating to the availability
of a specific performance, injunctive relief or other equitable remedies, and
(c) to the extent the indemnification provisions contained in the Agreements may
be limited by applicable federal or state securities laws.

            3.2 PURCHASE FOR OWN ACCOUNT. The Purchaser represents that the
Stock and the Warrant to be acquired by the Purchaser will be acquired for
investment for the Purchaser's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that the
Purchaser has no present intention of selling, granting any participation in, or
otherwise distributing the same. By executing this Agreement, the Purchaser
further represents that the Purchaser does not presently have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to the Stock
or the Warrant. The Purchaser has not been formed for the specific purpose of
acquiring the Stock or the Warrant.

            3.3 DISCLOSURE OF INFORMATION. The Purchaser has been given access
to such financial and other information concerning the Company as the Purchaser
considers material for deciding whether to acquire the Stock and the Warrant,
has had an opportunity to discuss the Company's business, management, financial
affairs and the terms and conditions of the offering of the Stock and the
Warrant with the Company's management and has had an opportunity to review the
Company's facilities and to ask questions of and request information from the
Company. The Purchaser understands that such discussions, as well as the written
information issued by the Company, were intended to describe the aspects of the
Company's business which the Purchaser believes to be material.

            3.4 INVESTMENT EXPERIENCE. The Purchaser acknowledges that it is
able to bear the economic risk of its investment and has sufficient knowledge
and experience in financial and business matters to evaluate the merits and risk
of its investment in the Stock and the Warrant.

            3.5 RESTRICTED SECURITIES. The Purchaser understands that the Stock
(and the Conversion Shares) and the Warrant (and the Warrant Shares) have not
been registered under the Securities Act, and have been sold to the Purchaser by
reason of a specific exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of
the investment intent and the accuracy of the Purchaser's representations as
expressed herein. The Purchaser understands that the Stock (and the Conversion
Shares) and the Warrant (and the Warrant Shares) are characterized as
"restricted securities" under the federal securities laws inasmuch as they are
being acquired from the Company in a transaction not involving a public
offering, and that under such laws and applicable regulations the Stock (and

                                     - 14 -

the Conversion Shares) and the Warrant (and the Warrant Shares) may be resold
without registration under the Securities Act only in certain limited
circumstances. The Purchaser acknowledges that the Stock (and the Conversion
Shares) and, upon exercise of the Warrant, the Warrant Shares must be held
indefinitely unless subsequently registered under the Securities Act or an
exemption from such registration is available. The Purchaser is aware of the
provisions of Rule 144 promulgated under the Securities Act, which permit
limited resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, including, among other things, the existence
of a public market for the shares, the availability of certain current public
information about the Company, the resale occurring not less than one year after
a party has purchased and paid for the security to be sold, the sale being
effected through a "broker's transaction" or in transactions directly with a
"market maker" (as provided by Rule 144(f)) and the number of shares being sold
during any 3 month period not exceeding specified limitations.

            3.6 NO PUBLIC MARKET. The Purchaser understands that no public
market now exists for any of the securities issued by the Company, and that the
Company has given no assurances that a public market will ever exist for the
Stock, the Conversion Shares, the Warrant or the Warrant Shares.

            3.7 LEGENDS. The Purchaser understands that the Stock (and the
Conversion Shares), the Warrant and, upon exercise of the Warrant, the Warrant
Shares, and any securities issued in respect thereof or exchange therefor, may
bear one or all of the following legends:

                  (a) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT."

                  (b) Any legend required by the laws (including, without
limitation, the Blue Sky laws), of any state to the extent such laws are
applicable to the shares represented by the certificate so legended.

            3.8 ACCREDITED INVESTOR. The Purchaser is an "Accredited Investor"
as defined in Rule 501 of Regulation D promulgated under the Securities Act.

            3.9 BROKERS OR FINDERS. The Purchaser has not incurred, and it will
not incur, directly or indirectly, as a result of any action taken by the
Purchaser, any liability for brokerage or finders' fees or agents' commissions
or any similar charges in connection with this Agreement.

                                     - 15 -

      4. RESTRICTIONS ON TRANSFERABILITY OF STOCK AND CONVERSION SHARES; RIGHT
OF CO-SALE; PREEMPTIVE RIGHTS.

            4.1 RESTRICTIONS ON TRANSFERABILITY OF STOCK AND CONVERSION SHARES;
PUT RIGHT.

                  (a) TRANSFER OF STOCK. Except as set forth in Section 4.1(b),
prior to the consummation of an IPO (as defined below), the Purchaser shall not
sell or transfer (a "Transfer") (other than in connection with a sale of all or
substantially all of the assets of the Company or a merger of the Company that
results in the Company's stockholders immediately prior to such transaction
holding less than 50% of the voting power of the surviving, continuing or
purchasing entity (such sale or merger a "Liquidity Event")) any Company Stock
to any person or group (as used in Rule 13d-1 under the Securities and Exchange
Act of 1934, as amended (the "Exchange Act")) who, immediately following such
Transfer (and assuming conversion of the Stock and exercise of the Warrants)
would, to the Purchaser's knowledge, after reasonable inquiry to the Company,
beneficially own 20% or more of the Company's Fully Diluted Shares (as defined
below) (an "Ineligible Purchaser"). Any Permitted Transferee must agree in
writing to be bound by the terms and conditions applicable to the Purchaser or a
Permitted Transferee under Section 4 of this Agreement, and all agreements
executed in connection herewith, prior to the occurrence of any Transfer of the
Company Stock, the Conversion Shares or the Warrant Shares. For purposes of this
Agreement, a "Permitted Transferee" means any Person that becomes the record or
beneficial owner of the Company Stock, the Conversion Shares or the Warrant
Shares directly or indirectly a result of Transfer from the Purchaser in
accordance with and as permitted by this Agreement. "Fully Diluted Shares" means
all shares of Common Stock outstanding at the applicable time plus all shares of
Common Stock immediately issuable upon the exercise or conversion of options,
warrants, rights, convertible securities (including the Preferred Stock and the
Stock) and similar instruments (collectively, the "Stock Rights") outstanding at
the applicable time. "IPO" means the Company's first underwritten public
offering pursuant to an effective registration statement filed by the Company
under the Securities Act covering the offer and sale to the public for the
account of the Company of any class or series of common stock or other equity
security of the Company.

                  (b) TRANSFER BY THE BENTLEYS. Except in connection with a sale
of the Company by merger or otherwise, prior to the consummation of an IPO, the
Bentleys hereby agree not to: (i) Transfer any Company Stock to an Ineligible
Purchaser (other than another Bentley); or (ii) Transfer any Company Stock to
any transferee unless such transferee agrees in writing not to Transfer the
Company Stock prior to the consummation of an IPO, to an Ineligible Purchaser.

                  (c) ADDITIONAL STOCK. Prior to the consummation of an IPO, the
Purchaser shall not acquire any Company Stock or other securities (or any rights
or interest therein) of the Company (such securities, the "Employee Securities")
from any current or former employee of the Company except in compliance with
this Section 4.1(c). Before a Purchaser may acquire any Employee Securities, the
Purchaser must give to the Company a written notice signed by the Purchaser (the
"Purchaser's Notice") stating (a) the Purchaser's bona fide intention to acquire
such Employee Securities and the name and address of the proposed transferor;
(b) the

                                     - 16 -

number of shares of such Employee Securities; and (c) the bona fide cash price
or, in reasonable detail, other consideration, per share for which the Purchaser
proposes to acquire such Employee Securities (the "Offered Price"). Upon the
request of the Company, the Purchaser will promptly furnish information to the
Company as may be reasonably requested to establish that the offer and
transferor are bona fide. The Company has the right of first refusal to purchase
all of such Employee Securities, if the Company gives written notice of the
exercise of such right to the Purchaser within sixty calendar days after the
date of its receipt of the Purchaser's Notice to the Company (the "Company's
Refusal Period"). The purchase price for such Employee Securities to be
purchased by the Company exercising its right of first refusal under this
section will be the Offered Price multiplied by the number of shares of Employee
Securities to be purchased by the Company, and will be payable as set forth in
this section. If the Offered Price includes consideration other than cash, the
cash equivalent value of the non-cash consideration will be determined by the
Board in good faith. Payment of the purchase price for such Employee Securities
purchased by the Company exercising its right of first refusal will be made
within thirty days after the end of the Company's Refusal Period. Payment of the
purchase price will be made in cash (by check or wire transfer at the option of
the Company). If the Company has elected not to purchase all of such Employee
Securities, the Purchaser may purchase all of such Employee Securities at the
Offered Price or at a higher price; provided that such purchase (i) is
consummated within one hundred twenty calendar days of the date of the
Purchaser's Notice, (ii) is on terms no more favorable to the Purchaser than the
terms proposed in the Purchaser's Notice, and (iii) is in accordance with all
the terms of this Agreement. If the Employee Stock is not so purchased during
such one hundred twenty day period, then the Purchaser may not consummate such
purchase without complying again in full with the provisions of this Section
4.1(c).

                  (d) VOTING AGREEMENTS. Prior to the consummation of an IPO,
the Purchaser and its affiliates (other than the Bentleys) shall not grant a
proxy or otherwise enter into a written agreement to act in concert with any
person or group (as defined above) for the purpose of effecting or attempting to
effect a change in control of the Company; provided, however, that nothing
herein shall prevent Purchaser from taking any action on its own behalf as a
shareholder (including voting on any matter or responding to a tender offer for
Company Stock).

            4.2 RIGHT OF CO-SALE.

                  (a) EQUIVALENT TERMS. So long as any of the Stock, the
Warrants or Conversion Shares or Warrant Shares are outstanding, and except as
provided in Section 4.2(b), (i) the Purchaser shall have the right of co-sale
(the "Co-Sale Rights") so that if a Bentley enters into an agreement to sell, in
a private transaction, more than 40% of his direct or indirect equity interest
in the Company (as of the date of Closing) to a third party, Purchaser shall
have the right to participate in such sale on a pro-rata basis (such that the
Purchaser shall have the right to sell to such third party an amount of shares
of Stock and Conversion Shares and Warrant Shares equal to the product of the
number of shares of Stock and Conversion Shares and Warrant Shares then owned by
the Purchaser divided by the sum of the number of shares of Stock and Conversion
Shares and Warrant Shares then owned or purchasable by the Purchaser and the
number of shares of Common Stock of the Company then owned or purchasable by
such Bentley multiplied by the number of shares of capital stock proposed to be
sold to such third party) on the

                                     - 17 -

same terms and conditions, and (ii) notwithstanding the foregoing, the Bentleys
(collectively) shall not sell more than 20% of the Company Stock owned by them
collectively, or sell any shares where the purchaser would thereafter own more
than 20% of the Company's Fully Diluted Shares, unless such transaction also
includes an offer for the same price per share (and the same type of
consideration and payment terms) for 100% of the Stock and Conversion Shares and
Warrant Shares.

                  (b) TRANSFERS NOT SUBJECT TO RIGHT OF CO-SALE. The foregoing
restrictions shall not apply to any Transfers made among the Bentleys or for
either estate planning purposes or subsequent to the death of a Bentley,
provided that the purchaser of such shares shall agree to be subject to the
agreement regarding transferability and voting in place among the Bentleys at
the time of such transfer or death.

            4.3 PREEMPTIVE RIGHTS.

                  (a) OFFERING OF SECURITIES. So long as any of the Stock or the
Warrant or Conversion Shares or Warrant Shares are outstanding, and except as
provided in Section 4.3(d), the Company shall not issue any equity security
unless it first offers in writing to sell to each Purchaser its pro rata share
of any proposed issue of equity security, at the same price and on the same
terms at which the Company proposes to sell such issue to others. For purposes
hereof, a Purchaser's pro rata share of an issue of equity securities shall be
that percentage of such issue that is equal to that percentage of its ownership,
assuming full conversion of the Stock and full exercise of the Warrant, of the
Company's Fully Diluted Shares. The term "equity security" when used in this
Section 4.3 shall mean any stock of the Company, or any security convertible,
with or without consideration, into stock, or any security carrying any warrant,
option, or right to subscribe to, or to purchase any stock, or any such warrant,
option, or right.

                  (b) NOTICE OF OFFERING. The Company's offer shall describe the
equity security proposed to be issued by the Company, specifying the quantity,
the price and payment terms. The Purchaser shall have ten business days from
receipt of such offer to accept the offer, which acceptance shall be in writing
and may be as to all or any part of its pro rata share of such issue. Sale of
the portion of the equity securities subscribed for hereunder shall be held on
the same date(s) as the final sale of the applicable equity securities by the
Company to other purchasers.

                  (c) SALE TO THIRD PARTIES. If the Purchaser does not subscribe
for all of the issue of the equity securities offered to it pursuant to this
Section 4.3, the Company may sell the portion of the securities not subscribed
for, together with the portion of such issue of securities not subject to
preemptive rights under Section 4.3, at a price no less favorable to the Company
than that specified in such offer and on payment terms no less favorable to the
Company than those specified in such offer. However, if such sale is not
consummated within 90 days after the date the offer pursuant to this Section was
made, the Company shall not sell such securities without again complying with
this Section.

                  (d) ISSUANCES SUBJECT TO PREEMPTIVE RIGHTS. The preemptive
rights granted in Section 4.3(a) shall only apply to the issuance of any issue
of equity securities by the

                                     - 18 -

Company in connection with any equity or equity related cash financing other
than an IPO or sales to Company employees under stock option or benefit plans.

      5. INDEMNIFICATION.

            5.1 INDEMNIFICATION BY COMPANY. The Company shall indemnify and hold
each Purchaser and its officers, directors, employees, agents, representatives,
shareholders, partners and members harmless against and in respect of any and
all losses, costs, expenses, claims, damages, obligations and liabilities,
including interest, penalties and reasonable attorneys fees and disbursements
(the "Damages"), which such Purchaser may suffer, incur or become subject to
arising out of, based upon or otherwise in respect of: (a) any inaccuracy in or
breach of any representation or warranty of the Company made in or pursuant to
the Agreements or any other agreement or document required to be delivered
pursuant to the Agreements (the "Transaction Documents") or (b) any breach or
non-fulfillment of any covenant, agreement or obligation of the Company
contained in the Agreements or any Transaction Document.

            5.2 INDEMNIFICATION BY THE PURCHASERS. Each Purchaser shall
indemnify and hold the Company, its officers, directors, employees, agents,
representatives and shareholders harmless against and in respect of any and all
Damages which the Company may suffer, incur or become subject to arising out of,
based upon or otherwise in respect of: (a) any inaccuracy in or breach of any
representation or warranty of such Purchaser made in or pursuant to the
Agreements or any Transaction Document; or (b) any breach or non-fulfillment of
any covenant, agreement or obligation of such Purchaser contained in the
Agreements or any Transaction Document.

            5.3 INTER-PARTY CLAIMS. Any party seeking indemnification pursuant
to this Section (the "Indemnified Party") shall notify the other party or
parties from whom such indemnification is sought (the "Indemnifying Party") of
the Indemnified Party's assertion of such claim for indemnification, specifying
the basis of such claim. The Indemnified Party shall thereupon give the
Indemnifying Party reasonable access to the books, records and assets of the
Indemnified Party that evidence or support such claim or the act, omission or
occurrence giving rise to such claim and the right, upon prior notice during
normal business hours, to interview any appropriate personnel of the Indemnified
Party related thereto.

            5.4 THIRD PARTY CLAIMS.

                  (a) Each Indemnified Party shall promptly notify the
Indemnifying Party of the assertion by any third party of any claim made against
such Indemnified Party with respect to which the indemnification set forth in
this Section relates (which shall also constitute the notice required by Section
5.3). In such event, the Indemnifying Party shall have the right, upon notice to
the Indemnified Party within 10 business days after the receipt of any such
notice, to undertake the defense of or, with the consent of the Indemnified
Party (which consent shall not unreasonably be withheld), to settle or
compromise such claim.

                  (b) The election by the Indemnifying Party, pursuant to
Section 5.4(a), to undertake the defense of a third-party claim shall not
preclude the party against which such

                                     - 19 -

claim has been made also from participating or continuing to participate in such
defense, so long as such party bears its own legal fees and expenses for so
doing.

      6. MISCELLANEOUS.

            6.1 OFFERING EXPENSES. Contemporaneously herewith, the Company shall
pay all of each Purchaser's out-of-pocket, legal and due diligence expenses
(including without limitation, fees and expenses of each Purchaser's consultants
and accountants) incurred in connection with the negotiation, execution and
consummation of the Agreements.

            6.2 PIDA NEGOTIATIONS. The Company shall use its best efforts to
obtain any consents, waivers or acknowledgments from PIDA necessitated by the
Company's entering into the transactions contemplated herein.

            6.3 BOARD OF DIRECTORS. (a) After the initial Closing, and prior to
(i) the aggregate Purchase Price received by the Company pursuant to this
Agreement reaching $15 million or (ii) the Class C Redemption Amount (as defined
in Section (B)4(f) of the Certificate of Incorporation of the Company) of the
Stock issued on the date hereof reaching $10 million, as long as there is Stock
outstanding, the Company shall permit a representative of the holders of the
Stock (which representative shall be selected by the vote of the holders of a
majority of the shares of the Stock, which holders shall, for the purposes of
such vote, not include the Bentleys or holders controlled by the Bentleys) (the
"Observer") to attend each meeting of the Board and each meeting of any
committee of the Board as a non-voting observer; provided, however, that the
Company reserves the right to exclude the Observer from access to any material
or meeting or portion thereof if the Company believes that such exclusion is
reasonably necessary to preserve the attorney-client privilege and, provided,
further, that the Observer agrees to keep all materials and other information
received by him or her confidential. The Company shall give the Observer the
same notice of meeting and other materials that are given to the directors,
including copies of minutes of each meeting.

                  (b) In addition to the rights granted under Section 6.3(a),
after (i) the aggregate Purchase Price received by the Company pursuant to this
Agreement has reached $15 million or (ii) the Class C Redemption Amount (as
defined in Section (B)4(f) of the Certificate of Incorporation of the Company)
of the Stock issued on the date hereof has reached $10 million, and as long as
there is Stock outstanding, the Company shall permit a representative of the
holders of the Stock (which representative shall be selected by the vote of the
holders of a majority of the shares of the Stock, which holders shall, for the
purposes of such vote, not include the Bentleys or holders controlled by the
Bentleys) (the "Member") to serve as a member of the Board and as a member of
the compensation and audit committees of the Board and as a member of any other
committees of the Board that are created and maintained after the date hereof.
In no event shall the Member be a Bentley.

                  (c) The Company shall reimburse the Observer and the Member
for all out-of-pocket expenses related to attendance at Board meetings, Company
events (including major national or international trade shows pertaining to the
Company) or other Company business.

                                     - 20 -

            6.4 USE OF PROCEEDS. The Company agrees that it will use the
proceeds from the sale of the Stock and the Warrants for general corporate
purposes for the conduct of the Company's business, to pay the fees and expenses
incident to the Agreement and to pay the purchase price to be paid by it in
connection with the acquisition of certain businesses currently owned by
Intergraph Corporation.

            6.5 CONVERSION SHARES. The Company will use its best efforts to
authorize and reserve for issuance sufficient Conversion Shares in connection
with the conversion of the Stock, including using its best efforts to cause the
amendment of the Certificate of Incorporation of the Company if such an
amendment is necessary.

            6.6 COMPENSATION. As long as any shares of the Stock are
outstanding, no Bentley shall be paid cash compensation for services rendered to
the Company except: (a) base salary in an amount no greater than the base salary
in effect during the 2000 calendar year, with such increases from time to time
as may be approved by the vote of the holders of a majority of the shares of the
Stock (which holders shall, for the purposes of such vote, not include the
Bentleys or holders controlled by the Bentleys); (b) payments under the deferred
compensation plan in effect prior to the date hereof and described in the second
paragraph of footnote 8 to the 1999 audited financial statements of the Company;
and (c) payments of accrued incentive bonuses under the Company's 20% special
bonus plan described in the first paragraph of footnote 8 to the 1999 audited
financial statements of the Company consistent with past practices of the
Company; provided that without the prior written consent of the holders of a
majority of the shares of the Stock (which holders shall, for the purposes of
such consent, not include the Bentleys or holders controlled by the Bentleys),
the Company shall not pay any Bentley any bonus from the special bonus plan for
any quarter in which: (i)(A) the Company has failed to fulfill its redemption
obligations under Section (B)4(d)(i) of the Certificate of Incorporation of the
Company or (B) the Company has failed to redeem all the additional amounts that
it has an option to redeem under Section (B)4(d)(ii) of the Certificate of
Incorporation of the Company or (ii) if the payment of such bonuses for a
particular quarter would prevent the Company from being able to fulfill its
mandatory and optional redemption obligations for that same quarter under
Section (B)4(d) of the Certificate of Incorporation of the Company. Bonuses that
are payable in a quarter from the plan referred to in (c) above but which are
not paid because of this Section 6.6 may be paid in that quarter or in
subsequent quarters; provided that the Company has obtained the prior written
consent to such payments of the holders of a majority of the shares of the Stock
(which holders shall, for the purposes of such consent, not include the Bentleys
or holders controlled by the Bentleys). The Purchasers acknowledge that payments
and decisions to make payments of quarterly redemption amounts referenced by
this section shall not be considered related party transactions, notwithstanding
the interests of the Bentleys, under the bylaws of the Company.

            6.7 CLASS C REDEMPTION AMOUNT. The Company shall deliver to each
Purchaser, within forty-five (45) days after the end of each calendar quarter, a
report setting forth the Class C Redemption Amount related to the Stock held by
each such Purchaser as of the end of such quarter.

            6.8 SURVIVAL OF WARRANTIES. Unless otherwise set forth in this
Agreement, the warranties and representations of the Company and the Purchaser
contained in or made

                                     - 21 -

pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the Closing through and including the second anniversary of this
Agreement; provided that the representations and warranties of the Company set
forth in Sections 2.19 and 2.25 shall continue and survive thereafter for the
period corresponding to the applicable statute of limitations.

            6.9 TRANSFER; SUCCESSORS AND ASSIGNS. The terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. Each Purchaser may transfer or assign its rights and
obligations under this Agreement to any of its constituent partners or a
Permitted Transferee; provided, that any transferee or assignee must agree in
writing to be bound by the terms and conditions of Section 4 of this Agreement,
and all agreements executed in connection herewith, prior to such transfer or
assignment.

            6.10 GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Delaware, without giving effect to principles of conflicts of law.

            6.11 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.

            6.12 TITLES AND SUBTITLES; CONSTRUCTION. The titles and subtitles
used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement. This Agreement shall be
construed without regard to incidents of authorship or negotiation.

            6.13 NOTICES. Any notice required or permitted by this Agreement
shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or one day after sent via reputable national overnight courier
addressed to the party to be notified at such party's address as set forth below
or as subsequently modified by written notice, in accordance with this Section
6.13.

                                     - 22 -

To the Company:         To the Company's President at the Company's address as
                        set forth on the signature page hereto, with a copy
                        (which shall not constitute notice) to its General
                        Counsel at such address and to:

                        Drinker Biddle & Reath LLP
                        One Logan Square
                        18th & Cherry Streets
                        Philadelphia, PA 19103
                        Attention: Samuel Mason, Esquire
                        Telephone: 215.988.2642
                        Facsimile: 215.988.2757

To a Purchaser:         At each Purchaser's address as set forth on the
                        signature page hereto, with a copy to:

                        Dechert
                        4000 Bell Atlantic Tower
                        1717 Arch Street
                        Philadelphia, PA 19103
                        Attention: Carmen J. Romano, Esquire
                        Telephone: 215.994.2971
                        Facsimile: 215.994.2222

            6.14 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended with the mutual written consent of the Company and the Required Holders
(as defined below); provided, however, that no amendment of this Agreement shall
become effective without the consent of any party hereto whose rights hereunder
are adversely affected by such amendment; and further provided, however, that no
amendment or waiver of Section 6.6 hereof shall become effective without the
consent of all the parties hereto. Any amendment or waiver effected in
accordance with this Section 6.14 shall be binding upon each Purchaser and each
Permitted Transferee of the Stock (or the Conversion Shares), each future holder
of all such securities, the Company and the Company's successors and permitted
assigns. "Required Holders" shall mean holders of a majority of the shares of
the Stock, including at least one of Cristobal Conde, David Ehret and Robert
Greifeld.

            6.15 SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (a) such
provision shall be excluded from this Agreement, (b) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of the Agreement shall be enforceable in accordance with its terms.

            6.16 ENTIRE AGREEMENT. This Agreement and the Exhibits and Schedules
hereto constitute the entire agreement between the parties hereto pertaining to
the subject matter hereof, and any and all other written or oral agreements
existing between the parties hereto are expressly canceled.

                                     - 23 -

            6.17 DELAYS OR OMISSIONS. No delay or omission to exercise any
right, power or remedy accruing to any party to this Agreement, upon any breach
or default of the other party, shall impair any such right, power or remedy of
such non-breaching party nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.

                                     - 24 -

      The parties have executed this Securities Purchase Agreement as of the
date first written above.

                                         COMPANY:

                                         BENTLEY SYSTEMS, INCORPORATED

                                         By: /s/ David Nation
                                            ------------------------------------
                                         Name: David Nation
                                         Title: Senior Vice President
                                         Address:   690 Pennsylvania Drive
                                                    Exton, PA 19341-1136
                                         Telephone: (610) 458-5000
                                         Facsimile: (610) 458-1060

                                         PURCHASERS:

                                           /s/  Gregory S. Bentley
                                         ---------------------------------------
                                         Gregory S. Bentley

                                         Address:   201 Bentley Lane
                                                    East Fallowfield, PA 19320

                                           /s/  Keith A. Bentley
                                         ---------------------------------------
                                         Keith A. Bentley

                                         Address:   100 Morningside Drive
                                                    Elverson, PA 19520

                                           /s/  Barry J. Bentley
                                         ---------------------------------------
                                         Barry J. Bentley

                                         Address:   281 Grove Road
                                                    Elverson, PA 19520

                                           /s/  Cristobal Conde
                                         ---------------------------------------
                                         Cristobal Conde

                                         Address:   560 Lexington Avenue
                                                    9th Floor
                                                    New York, NY 10022

                                     - 25 -

                                           /s/  David W. Ehret
                                         ---------------------------------------
                                         David Ehret

                                         Address: 530 Walnut Street
                                                  Suite 450
                                                  Philadelphia, PA

                                           /s/  Robert Greifeld
                                         ---------------------------------------
                                         Robert Greifeld

                                         Address: 812 Knollwood Terrace
                                                  Westfield, NJ  07090

      The undersigned, intending to be legally bound hereby, are executing this
Securities Purchase Agreement solely to join in and be bound by Sections 4.1(b)
and 4.2.

                                           /s/  Raymond B. Bentley
                                         ---------------------------------------
                                         Raymond B. Bentley

                                           /s/  Richard P. Bentley
                                         ---------------------------------------
                                         Richard P. Bentley

                                     - 26 -

                                   SCHEDULE 1

                        Number of Shares                         Aggregate Purchase
     Purchaser          to be Purchased       Warrant Shares            Price
     ---------          ---------------       --------------     -------------------
                                                        
Gregory S. Bentley           27,500             381,333.35           $2,750,000
Keith A. Bentley              5,000              69,333.33           $  500,000
Barry J. Bentley              5,000              69,333.33           $  500,000
Cristobal Conde              12,500             173,333.33           $1,250,000
David Ehret                  12,500             173,333.33           $1,250,000
Robert Greifeld              12,500             173,333.33           $1,250,000
                             ------             ----------           ----------
                             75,000              1,040,000           $7,500,000

                                     - 27 -

                                                                  EXHIBIT 10.25

                  AMENDMENT TO SECURITIES PURCHASE AGREEMENT

            AMENDMENT TO SECURITIES PURCHASE AGREEMENT dated as of July 2,
2001 (the "Amendment"), by and among Bentley Systems, Incorporated, a
Delaware corporation (the "Company"), Gregory S. Bentley, Keith A. Bentley,
Barry J. Bentley and Cristobal Conde, David Ehret and Robert Greifeld.

                                   Background

         1. On December 26, 2000, the Company entered into a Securities Purchase
Agreement (the "Securities Purchase Agreement") with the several purchasers
named in Schedule I attached thereto (the "First Tranche Purchasers") and
Raymond B. Bentley and Richard P. Bentley for certain limited purposes specified
therein, with respect to the Company's sale and the First Tranche Purchasers'
purchase of an aggregate 75,000 shares of Senior Class C Common Stock of the
Company (the "Class C Common Stock") and Common Stock Purchase Warrants to
purchase up to an aggregate 1,040,000 shares of Class B Non-Voting Common Stock
of the Company (the "Warrant Shares"). The aggregate price of the shares of
Class C Common Stock and Warrant Shares so purchased and sold was $7.5 million.

         2. Pursuant to Section 1.2(c) of the Securities Purchase Agreement, the
Company had the right and option to sell up to an aggregate 75,000 additional
shares of Class C Common Stock and 1,040,000 additional Warrant Shares in one or
more closings on or prior to March 31, 2001.

         3. The parties hereto desire to amend Section 1.2(c) of the Securities
Purchase Agreement in accordance with Section 6.14 of the Securities Purchase
Agreement to extend the date by which the additional Class C Common Stock and
additional Warrant Shares may be sold under said Section 1.2(c) to the date set
forth in this Amendment.

            NOW, THEREFORE, in consideration of the promises and the agreements
contained herein, the parties hereto, intending to be legally bound, agree as
follows:

            Section 1. Amendment. The first sentence of Section 1.2(c) of the
Securities Purchase Agreement is hereby amended by deleting "March 31, 2001" and
replacing it with "September 30, 2001."

            Section 2. Securities Purchase Agreement in Full Force and Effect as
Amended. Except as specifically amended hereby, all of the terms and conditions
of the Securities Purchase Agreement shall remain in full force and effect. All
references to the Securities Purchase Agreement in any other document or
instrument shall be deemed to mean such Securities Purchase Agreement as amended
by this Agreement. The parties hereto agree to be bound by the terms and
obligations of the Securities Purchase Agreement, as amended by this Amendment,
as though the terms and obligations of the Securities Purchase Agreement were
set forth herein.

            Section 3. Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.

            Section 4. Governing Law. This Amendment is made pursuant to, and
shall be construed and enforced in accordance with, the laws of the State of
Delaware, irrespective of the principal place of business, residence or domicile
of the parties hereto, and without giving effect to otherwise applicable
principles of conflicts of law.

            Section 5. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Securities Purchase Agreement.

                            [signature page follows]

                                      -2-

            IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.

                                    BENTLEY SYSTEMS, INCORPORATED

                                    By: /s/ David G. Nation
                                       _________________________________
                                       Name:   David G. Nation
                                       Title:  Senior Vice President

                                    /s/ Gregory S. Bentley
                                    ____________________________________
                                    Gregory S. Bentley

                                    /s/ Keith A. Bentley
                                    ____________________________________
                                    Keith A. Bentley

                                    /s/ Barry J. Bentley
                                    ____________________________________
                                    Barry J. Bentley

                                    /s/ David Ehret
                                    ____________________________________
                                    David Ehret

                                    /s/ Christobal Conde
                                    ____________________________________
                                    Christobal Conde

                                    ____________________________________
                                    Robert Greifeld

         [Signature Page to Amendment to Securities Purchase Agreement]

                    JOINDER TO SECURITIES PURCHASE AGREEMENT

         THIS JOINDER TO SECURITIES PURCHASE AGREEMENT (this "Joinder
Agreement") is made as of this 2nd day of July, 2001 by and among Bentley
Systems, Incorporated, a Delaware corporation (the "Company"), Malcolm S. Walter
and Argosy Investment Partners II, L.P., a Delaware limited partnership
(together with Malcolm S. Walter, the "Purchasers"). All initially capitalized
terms used but not otherwise defined in this Joinder Agreement shall have the
meanings given to such terms in the Securities Purchase Agreement (as such term
is hereinafter defined).

                                   BACKGROUND

         1. On December 26, 2000, the Company entered into the Securities
Purchase Agreement (the "Securities Purchase Agreement") with the several
purchasers named in Schedule I attached thereto (the "First Tranche Purchasers")
and Raymond B. Bentley and Richard P. Bentley for certain limited purposes
specified therein, with respect to the Company's sale and the First Tranche
Purchasers' purchase of an aggregate 75,000 shares of the Senior Class C Common
Stock of the Company (the "Class C Shares") and Common Stock Purchase Warrants
to purchase up to an aggregate 1,040,000 shares of Class B Non-Voting Common
Stock of the Company ("Class B Shares"). The aggregate price of the Class C
Shares and warrants so purchased and sold was $7.5 million.

         2. Pursuant to Section 1.2(c) of the Securities Purchase Agreement, the
Company had the right and option to sell up to an aggregate 75,000 additional
Class C Shares and Common Stock Purchase Warrants to purchase up to an aggregate
1,040,000 additional Class B Shares (collectively, the "Second Tranche") in one
or more closings on or prior to March 31, 2001.

         3. PNC Bank, National Association and, in accordance with Section 6.14
of the Securities Purchase Agreement, the Company and the Required Holders, have
consented in writing on or prior to the date hereof to the amendment of Section
1.2(c) of the Securities Purchase Agreement to extend the date for the closing
of the sale of additional Class C Shares and Common Stock Purchase Warrants to
on or prior to September 30, 2001 (the "SPA Amendment").

         4. The Company and the Purchasers desire to sell and purchase,
respectively, an aggregate 26,000 Class C Shares and Common Stock Purchase
Warrants to purchase 360,533.3 Class B Shares on the date hereof. Such sale and
purchase shall be an Additional Closing under the Securities Purchase Agreement.
In order to effect such transaction, the Purchasers desire to join in the
Securities Purchase Agreement in accordance with Section 1.2(c) thereof.

                  NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

                                      -1-

         1.1 Joinder. In connection with the purchase by him or it of the number
of Class C Shares and Common Stock Purchase Warrants to purchase the number of
Class B Shares indicated on Schedule I attached hereto, each of the Purchasers
hereby acknowledges and agrees that, effective as of the date hereof, he or it
shall be added as a party to the Securities Purchase Agreement, as amended by
the SPA Amendment, and shall be bound by all provisions of the Securities
Purchase Agreement, as so amended, to the same extent as each of the First
Tranche Purchasers.

         1.2 Disclosure Statement. Pursuant to Section 1.2(c) of the Securities
Purchase Agreement, the Company has provided the Purchasers with a Disclosure
Statement dated the date hereof and attached hereto as Exhibit A, which
Disclosure Statement shall serve as the Disclosure Statement related to the
Additional Closing to which this Joinder Agreement relates.

         1.3 Financial Statements. The Company has delivered to the Purchasers
its audited balance sheet as of December 31, 2000 and the related audited
consolidated statements of income and cash flow for the twelve months ended
December 31, 2000 and its unaudited balance sheet as of March 31, 2001 (the
"Balance Sheet") and the related unaudited consolidated statements of income and
cash flow for the three months ended March 31, 2001. All such financial
statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated
("GAAP") and fairly present the financial condition and operating results of the
Company as of and for the periods set forth therein in accordance with GAAP,
consistently applied, except that the Balance Sheet may not contain all
footnotes required by GAAP, and is subject to normal recurring year end
adjustments. Except as set forth in the Balance Sheet and the related notes
thereto, the Company has no material liabilities, contingent or otherwise, other
than (a) current liabilities (as defined by GAAP) incurred in the ordinary
course of business subsequent to March 31, 2001 and (b) obligations under
contracts and commitments incurred in the ordinary course of business that are
not required: (i) under GAAP to be reflected on the Balance Sheet, or (ii) to be
disclosed pursuant to Statement of Financial Accounting Standards No.5.

         1.4 Counterparts. This Joinder Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Joinder Agreement by
signing any such counterpart.

                            [signature page follows]

                                      -2-

         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Joinder Agreement to be executed as of the date first above
written.

                       COMPANY:

                       BENTLEY SYSTEMS, INCORPORATED

                       By:      /s/ David G. Nation
                          -----------------------------------------
                               Name:  David G. Nation
                               Title: Senior Vice President

                       PURCHASERS:

                       ARGOSY INVESTMENT PARTNERS II, L.P.

                       By:  Argosy Associates II, L.P., its General Partner

                             By: Argosy Associates II, Inc., its General Partner

                             By:      /s/ Kirk B. Griswold
                                -----------------------------------------
                                     Name:  Kirk B. Griswold
                                     Title:    Vice President

                            __xxxxxxxxxxxxxxxxxx_______________
                            Gregory S. Bentley

                              /s/ Malcolm Walter
                            ------------------------------------
                            Malcolm Walter

          [Signature Page to Joinder to Securities Purchase Agreement]

                                      -3-

                                   SCHEDULE I
                              TO JOINDER AGREEMENT

Purchaser                     Shares of Senior Class    Warrants to Purchase     Aggregate Purchase Price
                              C Common Stock            Shares of Class B Non-
                                                        Voting Common Stock

Argosy Investment Partners    25,000                    346,666.67               $2,500,000
II, L.P.

Malcolm Walter                1,000                     13,866.67                $100,000

                                      -4-

                                                                   Exhibit 10.26

             JOINDER AND AMENDMENT TO SECURITIES PURCHASE AGREEMENT

         THIS JOINDER AND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this
"Joinder and Amendment Agreement") is made as of this 18th day of August, 2001
by and among Bentley Systems, Incorporated, a Delaware corporation (the
"Company"), Gabriel Norona, Francisco Norona, Richard D. Bowman, Andrew
Panayotoff, Orestes Norat and Robert Cormack (collectively, the "Purchasers"),
and for purposes of consenting to the amendment set forth herein, Gregory S.
Bentley, Keith A. Bentley, Barry J. Bentley, Cristobal Conde, David Ehret,
Robert Greifeld, Malcolm S. Walter and Argosy Investment Partners II, L.P. All
initially capitalized terms used but not otherwise defined in this Joinder and
Amendment Agreement shall have the meanings given to such terms in the
Securities Purchase Agreement (as such term is hereinafter defined).

                                   BACKGROUND

         1. On December 26, 2000, the Company entered into the Securities
Purchase Agreement (the "Securities Purchase Agreement") with the several
purchasers named in Schedule I attached thereto (the "Initial Purchasers") and
Raymond B. Bentley and Richard P. Bentley for certain limited purposes specified
therein, with respect to the Company's sale and the Initial Purchasers' purchase
of an aggregate 75,000 shares of the Senior Class C Common Stock of the Company
(the "Class C Shares") and Common Stock Purchase Warrants to purchase up to an
aggregate 1,040,000 shares of Class B Non-Voting Common Stock of the Company
("Class B Shares"). The aggregate price of the Class C Shares and warrants so
purchased and sold was $7.5 million.

         2. Pursuant to Section 1.2(c) of the Securities Purchase Agreement, the
Company had the right and option to sell up to an aggregate 75,000 additional
Class C Shares and Common Stock Purchase Warrants to purchase up to an aggregate
1,040,000 additional Class B Shares in one or more closings on or prior to June
30, 2001.

         3. On July 2, 2001 (a) the Securities Purchase Agreement was amended
("SPA Amendment No. 1") to extend the date for the closing of the sale of
additional Class C Shares and Common Stock Purchase Warrants to on or prior to
September 30, 2001 and (b) Argosy Investment Partners II, L.P. and Malcolm S.
Walter (the "Second Round Purchasers") joined in the Securities Purchase
Agreement in connection with their purchase of an aggregate 26,000 Class C
Shares and Common Stock Purchase Warrants to purchase up to an aggregate
360,533.3 Class B Shares. The aggregate price of the Class C Shares and warrants
so purchased and sold was $2.6 million.

         4. The Company and the Purchasers desire to sell and purchase,
respectively, an aggregate 35,000 Class C Shares and Common Stock Purchase
Warrants to purchase 485,333 Class B Shares on the date hereof. Such sale and
purchase shall be an Additional Closing under the Securities Purchase Agreement.
In order to effect such transaction, the Purchasers desire to join in the
Securities Purchase Agreement in accordance with Section 1.2(c) thereof.

                                      -1-

         5. The Company also desires hereby to further amend the Securities
Purchase Agreement to re-define the stockholders who shall, pursuant to Section
6.6 of the Securities Purchase Agreement, be excluded from voting with respect
to certain cash compensation that may be paid by the Company to the Bentleys. In
accordance with Section 6.14 of the Securities Purchase Agreement, all parties
thereto must consent in writing to an amendment to such Section 6.6.

                  NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

         1.1 Joinder. In connection with the purchase by him of the number of
Class C Shares and Common Stock Purchase Warrants to purchase the number of
Class B Shares indicated on Schedule I attached hereto, each of the Purchasers
hereby acknowledges and agrees that, effective as of the date hereof, he shall
be added as a party to the Securities Purchase Agreement, as amended by SPA
Amendment No. 1 and as further amended by this Joinder and Amendment Agreement,
and shall be bound by all provisions of the Securities Purchase Agreement, as so
amended, to the same extent as each of the Initial Purchasers and the Second
Round Purchasers, except for Section 6.1 relating to payment of the Purchasers'
expenses by the Company. The payment of the Purchasers' expenses shall instead
be governed by Section 10.2 of the Agreement and Plan of Merger, dated as of the
date hereof, among the Company, GP Acquisition Sub, Inc. and the Purchasers.

         1.2 Disclosure Statement. Pursuant to Section 1.2(c) of the Securities
Purchase Agreement, the Company has provided the Purchasers with a Disclosure
Statement dated the date hereof and attached hereto as Exhibit A, which
Disclosure Statement shall serve as the Disclosure Statement related to the
Additional Closing to which this Joinder and Amendment Agreement relates.

         1.3 Financial Statements. The Company has delivered to the Purchasers
its audited balance sheet as of December 31, 2000 and the related audited
consolidated statements of income and cash flow for the twelve months ended
December 31, 2000 and its unaudited balance sheet as of June 30, 2001 (the
"Balance Sheet") and the related unaudited consolidated statements of income and
cash flow for the six months ended June 30, 2001. All such financial statements
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods indicated ("GAAP") and
fairly present the financial condition and operating results of the Company as
of and for the periods set forth therein in accordance with GAAP, consistently
applied, except that the Balance Sheet may not contain all footnotes required by
GAAP, and is subject to normal recurring year end adjustments. Except as set
forth in the Balance Sheet and the related notes thereto, the Company has no
material liabilities, contingent or otherwise, other than (a) current
liabilities (as defined by GAAP) incurred in the ordinary course of business
subsequent to June 30, 2001 and (b) obligations under contracts and commitments
incurred in the ordinary course of business that are not required: (i) under
GAAP to be reflected on the Balance Sheet, or (ii) to be disclosed pursuant to
Statement of Financial Accounting Standards No.5.

                                      -2-

         1.4 Amendment.

                  (a) Section 6.6 of the Securities Purchase Agreement is hereby
amended by deleting "Bentleys" from each of the parenthetical clauses in such
Section 6.6 and replacing that term with "Insiders," so that each such
parenthetical clause reads as follows:

         "(which holders shall, for the purposes of such vote, not include the
         Insiders or holders controlled by the Insiders) . . ."

                  (b) Section 6.6 is hereby amended by adding the following as
the final sentence of such Section:

         "For purposes hereof, `Insiders' means the Bentleys together with (i)
         any persons who are employees of the Company or any of its subsidiaries
         on the date such person first acquires shares of Stock, (ii) any
         persons who acquire shares of Stock within thirty (30) days of becoming
         employees of the Company or any of its subsidiaries, and (iii) the
         immediate family members of any persons referred to in subclauses (i)
         or (ii)."

                  (c) Except as specifically amended hereby, all of the terms
and conditions of the Securities Purchase Agreement, as previously amended by
SPA Amendment No. 1, shall remain in full force and effect. All references to
the Securities Purchase Agreement in any other document or instrument shall be
deemed to mean such Securities Purchase Agreement as amended by SPA Amendment
No. 1 and this amendment. The parties hereto agree to be bound by the terms and
obligations of the Securities Purchase Agreement, as amended by SPA Amendment
No. 1 and this amendment, as though the terms and obligations of the Securities
Purchase Agreement were set forth herein.

         1.5 Counterparts. This Joinder and Amendment Agreement may be executed
in any number of counterparts, all of which taken together shall constitute one
and the same instrument, and any of the parties hereto may execute this Joinder
and Amendment Agreement by signing any such counterpart.

                            [signature page follows]

                                      -3-

         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Joinder and Amendment Agreement to be executed as of the date
first above written.

                                    COMPANY:

                                    BENTLEY SYSTEMS, INCORPORATED

                                    By:      /s/ David G. Nation
                                       -----------------------------------------
                                       Name:    David G. Nation
                                       Title:   Senior Vice President

                                    PURCHASERS:

                                             /s/ Gabriel Norona
                                    --------------------------------------------
                                    Gabriel Norona

                                             /s/ Francisco Norona
                                    --------------------------------------------
                                    Francisco Norona

                                             /s/ Richard D. Bowman
                                    --------------------------------------------
                                    Richard D. Bowman

                                             /s/ Andrew Panayotoff
                                    --------------------------------------------
                                    Andrew Panayotoff

                                             /s/ Orestes Norat
                                    --------------------------------------------
                                    Orestes Norat

                                             /s/ Robert Cormack
                                    --------------------------------------------
                                    Robert Cormack

               [Signature Page 1 of 2 to Joinder and Amendment to
                         Securities Purchase Agreement]

                                      -4-

         The undersigned, in accordance with Section 6.14 of the Securities
Purchase Agreement, hereby consent to the amendment to Section 6.6 of the
Securities Purchase Agreement set forth in this Joinder and Amendment Agreement
as of the date first above written.

                                   /s/ Gregory S. Bentley
                          --------------------------------------------
                          Gregory S. Bentley

                                   /s/ Keith A. Bentley
                          --------------------------------------------
                          Keith A. Bentley

                                   /s/ Barry J. Bentley
                          --------------------------------------------
                          Barry J. Bentley

                                   /s/ Cristobal Conde
                          --------------------------------------------
                          Cristobal Conde

                          --------------------------------------------
                          Robert Greifeld

                                   /s/ David Ehret
                          --------------------------------------------
                          David Ehret

                                   /s/ Malcolm S. Walter
                          --------------------------------------------
                          Malcolm S. Walter

                          ARGOSY INVESTMENT PARTNERS II, L.P.
                          By:  Argosy Associates II, L.P., its General Partner
                          By:  Argosy Associates II, Inc., its General Partner

                               By:    /s/ Kirk B. Griswold
                                   --------------------------------------------
                                   Name:  Kirk B. Griswold, Vice President

               [Signature Page 2 of 2 to Joinder and Amendment to
                         Securities Purchase Agreement]

                                      -5-

                                   SCHEDULE I
                              TO JOINDER AGREEMENT

                                                        Warrants to Purchase
                              Shares of Senior Class    Shares of Class B Non-
Purchaser                     C Common Stock            Voting Common Stock
                                                  
Gabriel Norona                20,574                    285,293
Francisco Norona               3,835                     53,176
Richard D. Bowman              3,475                     48,181
Andrew Panayotoff              2,770                     38,416
Orestes Norat                  2,770                     38,416
Robert Cormack                 1,576                     21,851

                                      -6-

                                    EXHIBIT A
                              DISCLOSURE STATEMENT

                                      -7-

                    JOINDER TO SECURITIES PURCHASE AGREEMENT

         THIS JOINDER TO SECURITIES PURCHASE AGREEMENT (this "Joinder
Agreement") is made as of this 18th day of September, 2001 by and among Bentley
Systems, Incorporated, a Delaware corporation (the "Company"), Gabriel Norona
and Francisco Norona (collectively, the "Purchasers"). All initially capitalized
terms used but not otherwise defined in this Joinder Agreement shall have the
meanings given to such terms in the Securities Purchase Agreement (as such term
is hereinafter defined).

                                   BACKGROUND

         1. On December 26, 2000, the Company entered into the Securities
Purchase Agreement (the "Securities Purchase Agreement") with the several
purchasers named in Schedule I attached thereto (the "Initial Purchasers") and
Raymond B. Bentley and Richard P. Bentley for certain limited purposes specified
therein, with respect to the Company's sale and the Initial Purchasers' purchase
of an aggregate 75,000 shares of the Senior Class C Common Stock of the Company
(the "Class C Shares") and Common Stock Purchase Warrants to purchase up to an
aggregate 1,040,000 shares of Class B Non-Voting Common Stock of the Company
("Class B Shares"). The aggregate price of the Class C Shares and warrants so
purchased and sold was $7.5 million.

         2. Pursuant to Section 1.2(c) of the Securities Purchase Agreement, the
Company had the right and option to sell up to an aggregate 75,000 additional
Class C Shares and Common Stock Purchase Warrants to purchase up to an aggregate
1,040,000 additional Class B Shares in one or more closings on or prior to June
30, 2001.

         3. On July 2, 2001 (a) the Securities Purchase Agreement was amended to
extend the date for the closing of the sale of additional Class C Shares and
Common Stock Purchase Warrants to on or prior to September 30, 2001 and (b)
Argosy Investment Partners II, L.P. and Malcolm S. Walter (the "Second Round
Purchasers") joined in the Securities Purchase Agreement in connection with
their purchase of an aggregate 26,000 Class C Shares and Common Stock Purchase
Warrants to purchase up to an aggregate 360,533.3 Class B Shares. The aggregate
price of the Class C Shares and warrants so purchased and sold was $2.6 million.

         4. On the date hereof (a) the Company is acquiring Geopak Corporation,
a Florida corporation ("Geopak"), through the merger of Geopak into a wholly
owned subsidiary of the Company (the "Merger"), (b) in partial consideration of
the Merger, the Company is issuing an aggregate 35,000 Class C Shares to the
stockholders of Geopak (the "Stockholders") including the Purchasers, and (c)
the Stockholders and the Company are entering into a Joinder and Amendment to
Securities Purchase Agreement with respect to such purchase and sale of the
35,000 Class C Shares.

         5. The Company and the Purchasers desire to sell and purchase,
respectively, an additional aggregate 5,000 Class C Shares on the date hereof.
Such sale and purchase shall be an

                                      -1-

Additional Closing under the Securities Purchase Agreement. In order to effect
such transaction, the Purchasers desire to join in the Securities Purchase
Agreement in accordance with Section 1.2(c) thereof.

                  NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

         1.1 Joinder. In connection with the purchase by him of the number of
Class C Shares indicated on Schedule I attached hereto, each of the Purchasers
hereby acknowledges and agrees that, effective as of the date hereof, he shall
be added as a party to the Securities Purchase Agreement, as amended through the
date hereof, and shall be bound by all provisions of the Securities Purchase
Agreement, as so amended, to the same extent as each of the Initial Purchasers,
the Second Round Purchasers and the Stockholders, except for Section 6.1
relating to payment of the Purchasers' expenses by the Company. The payment of
the Purchasers' expenses shall instead be governed by Section 10.2 of the
Agreement and Plan of Merger, dated as of the date hereof, among the Company, GP
Acquisition Sub, Inc. and the Stockholders.

         1.2 Disclosure Statement. Pursuant to Section 1.2(c) of the Securities
Purchase Agreement, the Company has provided the Purchasers with a Disclosure
Statement dated the date hereof and attached hereto as Exhibit A, which
Disclosure Statement shall serve as the Disclosure Statement related to the
Additional Closing to which this Joinder Agreement relates.

         1.3 Financial Statements. The Company has delivered to the Purchasers
its audited balance sheet as of December 31, 2000 and the related audited
consolidated statements of income and cash flow for the twelve months ended
December 31, 2000 and its unaudited balance sheet as of June 30, 2001 (the
"Balance Sheet") and the related unaudited consolidated statements of income and
cash flow for the six months ended June 30, 2001. All such financial statements
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods indicated ("GAAP") and
fairly present the financial condition and operating results of the Company as
of and for the periods set forth therein in accordance with GAAP, consistently
applied, except that the Balance Sheet may not contain all footnotes required by
GAAP, and is subject to normal recurring year end adjustments. Except as set
forth in the Balance Sheet and the related notes thereto, the Company has no
material liabilities, contingent or otherwise, other than (a) current
liabilities (as defined by GAAP) incurred in the ordinary course of business
subsequent to June 30, 2001 and (b) obligations under contracts and commitments
incurred in the ordinary course of business that are not required: (i) under
GAAP to be reflected on the Balance Sheet, or (ii) to be disclosed pursuant to
Statement of Financial Accounting Standards No.5.

         1.4 Counterparts. This Joinder Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Joinder Agreement by
signing any such counterpart.

                                      -2-

         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Joinder Agreement to be executed as of the date first above
written.

                                  COMPANY:

                                  BENTLEY SYSTEMS, INCORPORATED

                                  By:      /s/ David G. Nation
                                     -----------------------------------------
                                        Name:  David G. Nation
                                        Title:    Senior Vice President
                                  PURCHASERS:

                                           /s/ Gabriel Norona
                                  --------------------------------------------
                                  Gabriel Norona

                                          /s/ Francisco Norona
                                  --------------------------------------------
                                  Francisco Norona

       [Signature Page 1 of 1 to Joinder to Securities Purchase Agreement]

                                      -3-

                                   SCHEDULE I
                              TO JOINDER AGREEMENT

                              Shares of Senior Class
Purchaser                     C Common Stock            Purchase Price
                                                  
Gabriel Norona                2,500                     $250,000
Francisco Norona              2,500                     $250,000

                                      -4-

                                                                  Exhibit 10.27

                              AMENDED AND RESTATED

                  INFORMATION AND REGISTRATION RIGHTS AGREEMENT

         This Amended and Restated Information and Registration Rights Agreement
(the "Agreement") is made as of December 26, 2000, by and between Bentley
Systems, Incorporated, a Delaware corporation (the "Company"), Bachow Investment
Partners III, L.P., a Delaware limited partnership or any other entity as to
which any affiliate of Bachow & Associates, Inc. is the general partner (the
"Initial Stockholder"), the financial institutions party to the Revolving Credit
Agreement (as defined below) (the "Lenders"), PNC Bank, National Association as
agent for the Lenders (the "Agent") and the persons listed as Senior Common
Stock Purchasers on the attached Schedule 1, as such schedule may be updated to
include additional persons participating in Closings (as defined below) (each a
"Purchaser" and collectively, the "Purchasers").

                                    RECITALS

                  a. The Company and the Initial Stockholder entered into an
Information and Registration Rights Agreement dated as of September 18, 1998
(the "Original Agreement").

                  b. The Company and the Initial Stockholder desire for the
Purchasers to purchase shares (the "Purchaser Shares") of the Company's Senior
Class C Common Stock, par value $0.01 per share (the "Senior Common Stock"), and
Common Stock Purchase Warrants (the "Warrants") to purchase shares of the
Company's Class B Non-Voting Common Stock, par value $0.01 per share, pursuant
to a Securities Purchase Agreement (the "Securities Purchase Agreement") of even
date by and between the Company and each Purchaser at separate closings to occur
on or before March 31, 2001 (each a "Closing" and collectively, the "Closing").

                  c. The Company and the Initial Stockholder desire for the
Lenders to acquire Warrants to purchase shares of the Company's Class B
Non-Voting Common Stock, par value $0.01 per share, pursuant to a Revolving
Credit and Security Agreement (the "Revolving Credit Agreement") of even date by
and between the Company, Bentley Software, Inc., a Delaware corporation,
Atlantech Solutions, Inc., a Delaware corporation, the Lenders and the Agent.

                  d. It is a condition precedent to the agreement of each
Purchaser to purchase the Purchaser Shares that the parties hereto amend and
restate the Original Agreement.

                  e. The Company, the Initial Stockholder, the Lenders and the
Purchasers desire to enter into this Agreement and to grant the rights contained
herein in order to fulfill such condition.

                  f. The parties hereto desire to enter into this Agreement and
to amend and restate the Original Agreement in the manner set forth herein.

                  NOW, THEREFORE, in consideration of the above and of the
mutual promises set forth herein, the parties hereto agree that: (i) the Company
hereby grants to the Initial Stockholder and the Purchasers the information and
registration rights set forth below; and (ii) the Company, the Initial
Stockholder and the Purchasers, intending to be legally bound, hereby agree as
follows:

1. Certain Definitions. As used in this Agreement, the following terms shall
have the following respective meanings:

                  (a) "Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.

                  (b) "Common Stock" shall mean the shares of any current or
future class or series of the Company's common stock.

                  (c) "Convertible Securities" shall mean securities of the
Company convertible into or exchangeable for Registrable Securities.

                  (d) "Form S-3" shall mean Form S-3 issued by the Commission or
any substantially similar form then in effect.

                  (e) "Holder" shall mean any holder of outstanding Registrable
Securities which have not been sold to the public or Convertible Securities, but
only if such holder is the Initial Stockholder, a Lender or a Purchaser or is an
assignee or transferee of Registration rights as permitted by Section 9.

                  (f) "Initiating Holders" shall mean (i) with respect to a
Holder of the Series A Convertible Preferred Stock, par value $0.01 per share
(the "Series A Preferred Stock"), of the Company or a Holder of Common Stock
issued upon conversion of Series A Preferred Stock, any Holder or Holders who in
the aggregate hold at least fifty percent (50%) of the Common Stock issued or
issuable upon conversion of Series A Preferred Stock and (ii) with respect to a
Holder of the Senior Common Stock or a Holder of Common Stock issued upon the
conversion of Senior Common Stock, any Holder or Holders who in the aggregate
are Required Holders.

                  (g) "Material Adverse Event" shall mean an occurrence having a
consequence that either (a) is materially adverse as to the business,
properties, prospects or financial condition of the Company and its
Subsidiaries, taken as a whole or (b) is reasonably foreseeable, has a
reasonable likelihood of occurring, and if it were to occur would materially
adversely affect the business, properties, prospects or financial condition of
the Company and its Subsidiaries, taken as a whole.

                  (h) The terms "Register," "Register," "Registered" and
"Registration" refer to a registration effected by preparing and filing with the
Commission a registration statement in compliance with the Securities Act
("Registration Statement"), and the declaration or ordering of the effectiveness
of such Registration Statement by the Commission or pursuant to Section 8 of the
Securities Act.

                                      -2-

                  (i) "Registrable Securities" shall mean all Common Stock
currently held or subsequently acquired by the Holders or issuable upon
conversion or exercise of any of the Company's Convertible Securities purchased
by or issued to the Holders, including Common Stock issued pursuant to stock
splits, stock dividends and similar distributions, and any securities of the
Company granted Registration rights pursuant to Section 8 of this Agreement;
provided, however, the Registrable Securities shall not include any shares of
Common Stock (i) which are then already registered, (ii) which have been sold to
the public either pursuant to a registration under the Securities Act or Rule
144, promulgated by the Commission under the Securities Act, or (iii) so long as
the Common Stock is listed on the New York Stock Exchange, the American Stock
Exchange or the NASDAQ National Market, which can be sold pursuant to Rule 144
under the Securities Act without limitation as to volume; and provided further,
however, that the Registrable Securities shall not include any Common Stock
acquired or Convertible Securities purchased after the date hereof by Gregory S.
Bentley, Keith A. Bentley, Barry J. Bentley, Raymond P. Bentley and Richard P.
Bentley other than pursuant to the Securities Purchase Agreement.

                  (j) "Registration Expenses" shall mean all expenses incurred
by the Company in complying with Sections 2 or 3 of this Agreement, including,
without limitation, all federal and state registration, qualification and filing
fees, printing expenses, fees and disbursements of counsel for the Company and
one special counsel for Holders (if different from counsel for the Company),
blue sky fees and expenses, and accounting fees and expenses, but excluding
Selling Expenses.

                  (k) "Required Holders" shall mean the Holders of a majority of
the shares of the Common Stock issued or issuable upon conversion of the Senior
Common Stock; provided, however, that such majority shall include at least one
of Cristobal Conde, David Ehret and Robert Greifeld.

                  (l) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  (m) "Selling Expenses" shall mean all underwriting discounts,
selling commissions and stock transfer taxes applicable to the sale of
Registrable Securities pursuant to this Agreement.

2.       Demand Registration.

         2.1 Request for Registration. Subject to the terms of this Agreement,
in the event that the Company shall receive from Initiating Holders at any time
after 180 days after the effectiveness of the Registration Statement relating to
the Company's initial public offering of securities pursuant to a Registration
(the "IPO"), a written request that the Company effect any Registration with
respect to all or a part of the Registrable Securities if the reasonably
anticipated aggregate offering price thereof to the public would exceed
$5,000,000, the Company shall (i) promptly give written notice of the proposed
Registration to all other Holders and (ii) as soon as practicable, use its best
efforts to effect Registration of the Registrable Securities specified in such
request, together with any Registrable Securities of any Holder joining in such
request as

                                      -3-

are specified in a written request given within 20 days after written notice
from the Company. The Company shall not be obligated to take any action to
effect any such Registration pursuant to this Section 2.1 within six months of
the effective date of a Registration initiated by the Company. With respect to
Initiating Holders who are Holders of Series A Preferred Stock or of Common
Stock issued upon conversion of Series A Preferred Stock, the Company shall be
obligated to effect only one Registration pursuant to this Section 2.1; provided
that it shall be obligated to effect a second Registration if 600,000 shares of
Common Stock are released to the Initial Stockholder pursuant to the Escrow
Agreement (as defined in the Stock Purchase Agreement (the "Stock Purchase
Agreement") dated September 18, 1998 among, inter alia the Company and the
Initial Stockholder); provided further that the Company shall not be obligated
to effect any Registration if the written request therefor is received by the
Company more than four years after the closing of the IPO. With respect to
Initiating Holders who are Holders of Senior Common Stock or of Common Stock
issued upon conversion of Senior Common Stock, the Company shall be required to
effect only two Registrations pursuant to this Section 2.1; provided that the
Company shall not be obligated to effect any Registration if the written request
therefor is received by the Company more than four years after the closing of
the IPO.

         2.2 Right of Deferral of Registration. If the Company shall furnish to
all Holders who joined in a request for Registration pursuant to Section 2.1 a
certificate signed by the President of the Company stating that, in the good
faith judgment of the Board of Directors of the Company, if the Registration
were effected as requested under Section 2.1; disclosure would be required that
would not be in the best interests of the Company, the Company shall have the
right, exercisable one time per Registration only, to defer such request with
respect to such offering for a period of not more than 90 days from delivery of
the request of the Initiating Holders.

         2.3 Registration of Other Securities in Demand Registration. Any
Registration Statement filed pursuant to the request of the Initiating Holders
under this Section 2 may, subject to the provisions of Section 2.5, at the
Company's option, include securities of the Company other than Registrable
Securities.

         2.4 Underwriting in Demand Registration.

                  2.4.1 Notice of Underwriting. If the Initiating Holders intend
to distribute the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as a part of their request made
pursuant to this Section 2, and the Company shall include such information in
the written notice referred to in Section 2.1. The rights of any Holder or other
person to Registration pursuant to Section 2 shall be conditioned upon such
person's agreement to participate in such underwriting.

                  2.4.2 Inclusion of Other Holders in Demand Registration. If
the Company, officers or directors of the Company holding Common Stock other
than Registrable Securities or holders of securities other than Registrable
Securities, request inclusion in any Registration pursuant to Section 2.1, to
the extent the Company agrees, the Initiating Holders shall permit the Company,
such officers or directors and such holders of securities other than Registrable
Securities to be included in the underwriting, subject to the acceptance by such
persons of the terms of this Section 2, including Section 2.4.4 hereof.

                                      -4-

                  2.4.3 Selection of Underwriter in Demand Registration. The
Company shall (together with all Holders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement with
the representative ("Underwriter's Representative") of the underwriter or
underwriters selected for such underwriting pursuant to Section 2.4.1 by the
Holders of a majority of the Registrable Securities being Registered by the
Initiating Holders and agreed to by the Company in its reasonable business
judgment.

                  2.4.4 Marketing Limitation in Demand Registration. (a) In the
event the Initiating Holders are Holders of the Series A Preferred Stock or of
Common Stock issued upon conversion of Series A Preferred Stock and the
Underwriter's Representative advises such Initiating Holders in writing that
market factors (including, without limitation, the aggregate number of shares of
Common Stock requested to be Registered, the general condition of the market,
and the status of the persons proposing to sell securities pursuant to the
Registration) require a limitation of the number of shares to be underwritten
pursuant to Section 2.4.1., then (i) first the Common Stock (other than
Registrable Securities) held by officers or directors of the Company excluding
the Senior Common Stock or Common Stock issued upon Conversion of Senior Common
Stock held by Gregory S. Bentley, Keith A. Bentley and Barry J. Bentley, (ii)
next the securities other than Registrable Securities, (iii) next the securities
requested to be Registered by the Company and (iv) last the Registrable
Securities of Holders of other than Series A Preferred Stock or Common Stock
issued upon conversion of Series A Preferred Stock, shall be excluded from such
Registration to the extent required by such limitation. If a limitation of the
number of shares is still required, the Initiating Holders shall so advise all
Holders and the number of shares of Registrable Securities that may be included
in the Registration and underwriting shall be allocated among all Holders of
Series A Preferred Stock or Common Stock issued upon conversion of Series A
Preferred Stock in proportion, as nearly as practicable, to the respective
amounts of Registrable Securities entitled to inclusion in such Registration
held by such Holders at the time of filing the Registration Statement. No
Registrable Securities or other securities excluded from the underwriting by
reason of this Section 2.4.4 (a) shall be included in such Registration
Statement.

                  (b) In the event the Initiating Holders are Holders of the
Senior Common Stock or of Common Stock issued upon conversion of Senior Common
Stock and the Underwriter's Representative advises such Initiating Holders in
writing that market factors (including, without limitation, the aggregate number
of shares of Common Stock requested to be Registered, the general condition of
the market, and the status of the persons proposing to sell securities pursuant
to the Registration) require a limitation of the number of shares to be
underwritten pursuant to Section 2.4.1, then (i) first the Common Stock (other
than Registrable Securities) held by officers or directors of the Company
excluding the Senior Common Stock or Common Stock issued upon conversion of
Senior Common Stock held by Gregory S. Bentley, Keith A. Bentley, and Barry J.
Bentley, (ii) next the securities other than Registrable Securities, (iii) next
the securities requested to be Registered by the Company and (iv) last the
Registrable Securities of Holders of other than Senior Common Stock or other
Common Stock issued upon conversion of Senior Common Stock, shall be excluded
from such Registration to the extent required by such limitation. If a
limitation of the number of shares is still required, the Initiating Holders
shall so advise all Holders and the number of shares of Registrable Securities
that may be included in the Registration and underwriting shall be allocated
among

                                      -5-

all Holders of Senior Common Stock or Common Stock issued upon conversion of
Senior Common Stock in proportion, as nearly as practicable, to the respective
amounts of Registrable Securities entitled to inclusion in such Registration
held by such Holders at the time of filing the Registration Statement. No
Registrable Securities or other securities excluded from the underwriting by
reason of this Section 2.4.4(b) shall be included in such Registration
Statement.

                  2.4.5 Right of Withdrawal in Demand Registration. If any
Holder of Registrable Securities, or a holder of other securities entitled (upon
request) to be included in such Registration, disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, the underwriter and the Initiating Holders delivered at least seven
days prior to the effective date of the Registration Statement. The securities
so withdrawn shall also be withdrawn from the Registration Statement.

         2.5 Blue Sky in Demand Registration. In the event of any Registration
pursuant to Section 2, the Company will exercise its best efforts to Register
and qualify the securities covered by the Registration Statement under such
other securities or Blue Sky laws of such jurisdictions as shall be reasonably
appropriate for the distribution of such securities; provided, however, that (i)
the Company shall not be required to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions, and (ii)
notwithstanding anything in this Agreement to the contrary, in the event any
jurisdiction in which the securities shall be qualified imposes a non-waivable
requirement that expenses incurred in connection with the qualification of the
securities be borne by selling shareholders, such expenses shall be payable pro
rata by selling shareholders (but only to the extent so required).

3.       Piggyback Registration.

         3.1 Notice of Piggyback Registration and Inclusion of Registrable
Securities. Subject to the terms of this Agreement, in the event the Company
decides (other than pursuant to Section 2 of this Agreement) to Register for
sale to the public generally, at any time subsequent to the Company's IPO, any
of its Common Stock (either for its own account or the account of a security
holder or holders exercising their respective demand Registration rights) on a
form that would be suitable for a Registration involving solely Registrable
Securities, the Company will: (i) promptly give each Holder written notice
thereof (which shall include a list of the jurisdictions in which the Company
intends to attempt to qualify such securities under the applicable Blue Sky or
other state securities laws) and (ii) include in such Registration (and any
related qualification under Blue Sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request delivered to the Company by any Holder within 15 days after
delivery of such written notice from the Company.

         3.2 Underwriting in Piggyback Registration.

                  3.2.1 Notice of Underwriting in Piggyback Registration. If the
Registration of which the Company gives notice pursuant to Section 3.1 is for a
Registered public offering involving an underwriting, the Company shall so
advise the Holders as a part of the written notice given pursuant to Section
3.1. In such event the right of any Holder to Registration shall be conditioned
upon such underwriting and the inclusion of such Holder's Registrable Securities

                                      -6-

in such underwriting to the extent provided in this Section 3. All Holders
proposing to distribute their securities through such underwriting shall
(together with the Company and the other holders distributing their securities
through such underwriting) enter into an underwriting agreement with the
Underwriter's Representative for such offering. The Holders shall have no right
to participate in the selection of the underwriters for an offering pursuant to
this Section 3.

                  3.2.2 Marketing Limitation in Piggyback Registration. In the
event the Underwriter's Representative advises the Holders seeking Registration
of Registrable Securities pursuant to Section 3 in writing that market factors
(including, without limitation, the aggregate number of shares of Common Stock
requested to be Registered, the general condition of the market, and the status
of the persons proposing to sell securities pursuant to the Registration)
require a limitation of the number of shares to be underwritten, the
Underwriter's Representative (subject to the allocation priority set forth in
Section 3.2.3) may limit the number of, or eliminate, the shares of Registrable
Securities to be included in such Registration and underwriting.

                  3.2.3 Allocation of Shares in Piggyback Registration. In the
event that the Underwriter's Representative limits the number of shares to be
included in a Registration pursuant to Section 3.2.2, the number of shares to be
included in such Registration shall be allocated (subject to Section 3.2.2) in
the following manner: (i) first the shares (other than Registrable Securities)
held by officers or directors of the Company, excluding the Senior Common Stock
held by Gregory S. Bentley, Keith A. Bentley, and Barry J. Bentley, (ii) next
the securities other than Registrable Securities and (iii) last the Registrable
Securities of Holders of other than Series A Preferred Stock or Common Stock
issued upon conversion of Series A Preferred Stock, shall be excluded from such
Registration and underwriting to the extent required by such limitation. If a
limitation of the number of shares is still required after such exclusions, the
number of shares that may be included in the Registration and underwriting by
selling shareholders shall be allocated among all Holders of Series A Preferred
Stock or Common Stock issued upon conversion of Series A Preferred Stock in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities which would otherwise be entitled to inclusion in such Registration
held by such Holders at the time of filing the Registration Statement. No
Registrable Securities or other securities excluded from the underwriting by
reason of this Section 3.2.3 shall be included in the Registration Statement.

                  3.2.4 Withdrawal in Piggyback Registration. If any Holder
disapproves of the terms of any such underwriting, he may elect to withdraw
therefrom by written notice to the Company and the underwriter delivered at
least seven days prior to the effective date of the Registration Statement. Any
Registrable Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such Registration.

         3.3 Blue Sky in Piggyback Registration. In the event of any
Registration of Registrable Securities pursuant to Section 3, the Company will
exercise its best efforts to Register and qualify the securities covered by the
Registration Statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably appropriate for the distribution of such
securities; provided, however, that (i) the Company shall not be required to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions, and (ii) notwithstanding anything in this
Agreement to the contrary, in the event

                                      -7-

any jurisdiction in which the securities shall be qualified imposes a
non-waivable requirement that expenses incurred in connection with the
qualification of the securities be borne by selling shareholders, such expenses
shall be payable pro rata by selling shareholders.

4. Expenses of Registration. All Registration Expenses incurred in connection
with any Registration pursuant to this Agreement shall be borne by the Company.
Notwithstanding the above, the Company shall not be required to pay for any
expenses of any Registration proceeding begun pursuant to Section 2 if the
Registration request is subsequently withdrawn at the request of the Holders of
a majority of the Registrable Securities to be Registered (which Holders shall
bear such expenses), unless the Holders of a majority of the Series A Preferred
Stock and/or the Holders of a majority of the Senior Common Stock, as
applicable, agree to forfeit their right to one demand Registration pursuant to
Section 2; provided further, however, that if at the time of such withdrawal,
the Holders have learned of a Material Adverse Event with respect to the
condition, business or prospects of the Company not known to the Holders at the
time of their request, then the Holders shall not be required to pay any of such
expenses and shall retain their rights pursuant to Section 2. All Selling
Expenses incurred in connection with any Registration shall be borne by the
Holders of the securities Registered pro rata on the basis of the number of
shares Registered.

5. Registration Procedures. The Company will keep each Holder whose Registrable
Securities are included in any Registration pursuant to this Agreement advised
as to the initiation and completion of such Registration. At its expense, the
Company will:

                  (a) prepare and file with the Commission a Registration
Statement with respect to such Registrable Securities and use its best efforts
to cause such Registration Statement to become effective, and, upon the request
of the Holders of a majority of the Registrable Securities Registered
thereunder, keep such Registration Statement effective for a period of up to 120
days or until the Holder or Holders have completed the distribution described in
the Registration Statement relating thereto, whichever first occurs;

                  (b) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in connection
with such Registration Statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement;

                  (c) furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them;

                  (d) use its best efforts to obtain clearance for such
Registration and sale of securities from the National Association of Securities
Dealers;

                  (e) promptly notify each Holder of Registrable Securities
covered by such Registration Statement, or the Holder's designated
attorney-in-fact, whenever a prospectus relating thereto covered by such
Registration Statement is required to be delivered under the Securities Act, of
the happening of any event as a result of which the prospectus included in such

                                      -8-

Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing; and

                  (f) furnish, at the request of any Holder requesting
Registration of Registrable Securities pursuant to this Agreement, on the date
that such Registrable Securities are delivered to the underwriters for sale in
connection with a Registration pursuant to this Agreement, if such securities
are being sold through underwriters, or if such securities are not being sold
through underwriters, on the date that the Registration Statement with respect
to such securities becomes effective (i) an opinion dated such date of the
counsel representing the Company for the purposes of such Registration, in such
form and substance as is reasonably and customarily given to underwriters in an
underwritten public offering, addressed to the underwriters, if any, and to the
Holders requesting Registration of Registrable Securities and (ii) a letter
dated such date from the independent certified public accountants of the
Company, in such form and substance as is reasonably and customarily given by
independent certified public accountants to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and to the Holders
requesting Registration of Registrable Securities.

6. Information Furnished by Holder. It shall be a condition precedent of the
Company's obligations under this Agreement that each Holder of Registrable
Securities included in any Registration furnish to the Company such information
regarding such Holder and the distribution proposed by such Holder or Holders as
the Company may reasonably request.

7. Indemnification.

         7.1 Company's Indemnification of Holders. To the extent permitted by
law, the Company will indemnify each Holder, each of its officers, directors and
constituent partners, legal counsel for the Holders, and each person controlling
such Holder, with respect to which Registration, qualification or compliance of
Registrable Securities has been effected pursuant to this Agreement, and each
underwriter, if any, and each person who controls any underwriter against all
claims, losses, damages, liabilities or expenses (or actions in respect thereof)
to the extent such claims, losses, damages, liabilities or expenses arise out of
or are based upon any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus or other document (including any
related Registration Statement) incident to any such Registration, qualification
or compliance, or are based on any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation (or alleged violation) by
the Company of any rule or regulation promulgated under the Securities Act
applicable to the Company and relating to action or inaction required of the
Company in connection with any such Registration, qualification or compliance;
and the Company will reimburse each such Holder, each such underwriter and each
person who controls any such Holder or underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability, expense or action; provided, however, that
the indemnity contained in this Section 7.1 shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or action if settlement is
effected without the consent of the Company (which consent shall not
unreasonably be withheld); and provided, further, that the Company will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based

                                      -9-

upon any untrue statement or omission based upon written information furnished
to the Company by such Holder, underwriter, or controlling person and stated to
be for use in connection with the offering of securities of the Company.

         7.2 Holder's Indemnification of Company. To the extent permitted by
law, each Holder will, if Registrable Securities held by such Holder are
included in the securities as to which such Registration, qualification or
compliance is being effected pursuant to this Agreement, indemnify the Company,
each of its directors and officers, each legal counsel and independent
accountant of the Company, each underwriter, if any, of the Company's securities
covered by such a Registration Statement, each person who controls the Company
or such underwriter within the meaning of the Securities Act, and each other
such Holder, each of its officers, directors and constituent partners and each
person controlling such other Holder, against all claims, losses, damages,
liabilities or expenses (or actions in respect thereof) arising out of or based
upon any untrue statement (or alleged untrue statement) of a material fact
contained in any such Registration Statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation (or alleged violation) by such Holder
of any rule or regulation promulgated under the Securities Act applicable to
such Holder and relating to action or inaction required of such Holder in
connection with any such Registration, qualification or compliance; and will
reimburse the Company, such Holders, such directors, officers, partners,
persons, law and accounting firms, underwriters or control persons for any legal
and any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability, expense or action, in each
case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
Registration Statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such Holder and stated to be specifically for use in connection with
the offering of securities of the Company, provided, however, that the indemnity
contained in this Section 7.2 shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder (which consent shall not be unreasonably
withheld); and provided further that each Holder's liability under this Section
7.2 shall not exceed such Holder's proceeds from the offering of securities made
in connection with such Registration.

         7.3 Indemnification Procedure. Promptly after receipt by an indemnified
party under this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party under this Section 7, notify the indemnifying party in
writing of the commencement thereof and generally summarize such action. The
indemnifying party shall have the right to participate in and to assume the
defense of such claim; provided, however, that the indemnifying party shall be
entitled to select counsel for the defense of such claim with the approval of
any parties entitled to indemnification, which approval shall not be
unreasonably withheld; provided further, however, that if either party
reasonably determines that there may be a conflict between the position of the
Company and the Holders in conducting the defense of such action, suit or
proceeding by reason of recognized claims for indemnity under this Section 7,
then counsel for such party shall be entitled to conduct the defense to the
extent reasonably determined by such counsel to be

                                      -10-

necessary to protect the interest of such party. The failure to notify an
indemnifying party promptly of the commencement of any such action, if
prejudicial to the ability of the indemnifying party to defend such action,
shall relieve such indemnifying party, to the extent so prejudiced, of any
liability to the indemnified party under this Section 7, but the omission so to
notify the indemnifying party will not relieve such party of any liability that
such party may have to any indemnified party otherwise other than under this
Section 7.

         7.4 Contribution. If the indemnification provided for in this Section 7
is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

         7.5 Underwriting Agreement. Notwithstanding the foregoing, to the
extent that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with the underwritten public
offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.

         7.6 Survival. The obligations of the Company and Holders under this
Section 7 shall survive the completion of any offering of Registrable Securities
in a registration statement under this Agreement, and otherwise.

8. Limitations on Registration Rights Granted to Other Securities. From and
after the date of this Agreement, the Company shall not enter into any agreement
with any holder or prospective holder of any securities of the Company providing
for the granting to such holder of any Registration rights except for
Registration rights that are entirely subordinate to, and do not interfere with,
the rights of the Holders; provided that, with the consent of (i) the Holders of
a majority of the shares of Series A Preferred Stock (and/or Registrable
Securities into which the Series A Preferred Stock is converted and as adjusted
for stock splits, combinations and the like) and (ii) the Required Holders.
Additional holders may be added as parties to this Agreement with regard to any
or all securities of the Company held by them. Any such additional parties shall
execute a counterpart of this Agreement, and upon execution by such additional
parties and by the Company, shall be considered a Holder for all purposes of
this Agreement.

9. Transfer of Rights. The right to cause the Company to Register securities
granted by the Company to the Holders under this Agreement may be assigned by
any Holder to a transferee or assignee of any Convertible Securities or
Registrable Securities not sold to the public acquiring at least 300,000 shares
of Series A Preferred Stock or at least 7,500 shares of Senior Common Stock (or
Registrable Securities into which such shares of Series A Preferred Stock or
Senior

                                      -11-

Common Stock have been converted) equitably adjusted for any stock splits,
subdivisions, stock dividends, changes, combinations or the like, immediately
prior to the transfer; provided, however, that (x) the Company must receive
written notice 10 days prior to the time of said transfer, stating the name and
address of said transferee or assignee and identifying the securities with
respect to which such information and Registration rights are being assigned,
and (y) the transferee or assignee of such rights must not be a person to whom
transfer of such securities is prohibited by the Stock Purchase Agreement or the
Securities Purchase Agreement as applicable. Notwithstanding the limitations set
forth in the foregoing sentence, (i) any Holder which is a partnership may
transfer such Holder's Registration rights to such Holder's constituent
partners; and (ii) any Holder which is a corporation may transfer such Holder's
Registration rights to any corporation or other entity at least 50% in interest
of which is owned by such Holder or the owners of at least 50% in interest of
such Holder without restriction as to the number or percentage of shares
acquired by any such constituent partner, corporation or other entity.

10. Market Stand-off. Each Holder that, immediately after the closing of the
IPO, will hold five percent (5%) of the Company's outstanding stock hereby
agrees that, if so requested by the Company and the Underwriter's Representative
(if any), such Holder shall not sell or otherwise transfer any Registrable
Securities or other securities of the Company during the 180-day period
following the effective date of the Company's Registration for the IPO, provided
that such restriction shall only apply if the Company shall have also obtained
from each of its directors and executive officers their agreement to be bound by
the same restriction.

11. Limitations on Registration; Conversion of Preferred Stock.

         11.1 No Action Letter. Notwithstanding anything else in this Agreement,
if the Company shall have obtained from the Commission a "no-action" letter in
which the Commission has indicated that it will take no action if, without
Registration under the Securities Act, any Holder disposes of Registrable
Securities covered by any request for Registration made under this Agreement in
the specific manner in which such Holder proposes to dispose of the Registrable
Securities included in such request (such as including, without limitation,
inclusion of such Registrable Securities in an underwriting initiated by either
the Company or the Holders), or if in the written opinion of counsel for the
Company concurred in by counsel for such Holder, which concurrence shall not be
unreasonably withheld, no Registration under the Securities Act is required in
connection with such disposition, the Registrable Securities included in such
request shall not be eligible for Registration under this Agreement; provided,
however, that any Registrable Securities not so disposed of shall be eligible
for Registration in accordance with the terms of this Agreement with respect to
other proposed dispositions to which this Section 11 does not apply.

         11.2 Conversion. The Registration rights of the Holders of the
Registrable Securities set forth in this Agreement are conditioned upon the
conversion of the Convertible Securities with respect to which Registration is
sought into Registrable Securities no later than immediately prior to the
closing of the applicable sale of securities.

         11.3 Termination. Notwithstanding any other provision of this
Agreement, the Company shall not be obligated to Register any Holder's
Registrable Securities pursuant to this Agreement if at the time the request
therefor is received, such requesting Holder and all of his

                                      -12-

affiliates then have the right to sell all Registrable Securities owned by such
persons within a single three-month period without registration pursuant to Rule
144 under the Securities Act (or any successor rule).

12.      Information.

         12.1 Financial Statements and Reports to Holders. The Company shall
deliver to the Initial Stockholder (or a permitted transferee that acquires at
least 750,000 shares of Series A Preferred Stock (or Registrable Securities into
which such shares have been converted) equitably adjusted for any stock splits,
subdivisions, stock dividends, changes, combinations or the like) and each
Purchaser (or permitted transferees of the Purchasers):

                  (a) within 120 days after the end of each fiscal year of the
Company, a balance sheet of the Company as of the end of such year and
statements of income and cash flows for such year, which year-end financial
reports shall be in reasonable detail and prepared in accordance with generally
accepted accounting principles consistently applied and shall be audited and
accompanied by the opinion of independent public accountants of a "Big 5"
accounting firm approved by the Board of Directors of the Company;

                  (b) within 45 days after the end of each of its first three
fiscal quarters, unaudited financial statements of the Company on a quarterly
basis prepared in accordance with generally accepted accounting principles and
fairly reflecting the fiscal affairs of the Company to the date thereof;

                  (c) contemporaneously with delivery to holders of Common Stock
of the Company, a copy of each report of the Company delivered to holders of
Common Stock;

                  (d) a notice summarizing any material litigation initiated by
or against the Company and any material developments regarding any such
litigation or regarding other material legal or regulatory issues, in each case
promptly after the occurrence thereof; and

                  (e) such other available information as is reasonably
requested.

         12.2 Additional Reports to Initial Stockholder. The Company shall
deliver to the Initial Stockholder (or a permitted transferee that acquires at
least 750,000 shares of Series A Preferred Stock (or Registrable Securities into
which such shares have been converted) equitably adjusted for any stock splits,
subdivisions, stock dividends, changes, combinations or the like) as soon as
approved by the Board of Directors of the Company, each operating and/or capital
budget and plan (the "Plan") respecting the next fiscal year and a summary of
each such Plan containing a monthly financial budget together with any update of
the Plan as such update is prepared.

         12.3 Rule 144 Reporting. With a view to making available the benefits
of certain rules and regulations of the Commission which may permit the sale of
the Registrable Securities to the public without Registration, the Company
shall:

                  (a) make and keep public information available as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
from and after 90 days

                                      -13-

following the effective date of the first registration under the Securities Act
filed by the Company for an offering of its securities to the general public;
and

                  (b) file with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Securities Exchange Act at any time after it has become subject to such
reporting requirements.

13. Inspection. The Company shall permit the Initial Stockholder (or its
designated representative), at the Initial Stockholder's expense, to visit and
inspect the Company's properties, to examine its books of account and records
and to discuss the Company's affairs, finances and accounts with its officers,
all at such reasonable times as may be requested by the Initial Stockholder (or
its designated representative); provided, however, that the Company shall not be
obligated pursuant to this Section 13 to provide any information which it
reasonably considers a trade secret or confidential information.

14. Termination of Covenants. The covenants of the Company set forth in Sections
12.1, 12.2 and 13 shall be terminated, and be of no further force or effect,
upon the closing of the IPO.

15. Miscellaneous.

         15.1 Entire Agreement; Successors and Assigns. This Agreement
constitutes the entire contract between the Company and the Holders relative to
the subject matter hereof. Subject to the exceptions specifically set forth in
this Agreement, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective executors, administrators, heirs,
successors and assigns of the parties.

         15.2 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to contracts
entered into and wholly to be performed within the State of Delaware.

         15.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         15.4 Headings. The headings of the Sections of this Agreement are for
convenience and shall not by themselves determine the interpretation of this
Agreement.

         15.5 Notices. Any notice required or permitted hereunder shall be given
in writing and shall be conclusively deemed effectively given upon personal
delivery, or one day after sent via reputable national overnight courier
addressed (i) if to the Company, as set forth below the Company's name on the
signature page of this Agreement, and (ii) if to a Holder, at such Holder's
address as set forth on the signature pages hereto, or at such other address as
the Company or such Holder may designate by ten (10) days advance written notice
to the Holders or the Company, respectively.

         15.6 Amendment of Agreement. Any provision of this Agreement may be
amended or waived only by a written instrument signed by the Company and with
the consent of (i) any

                                      -14-

Holder or Holders who in the aggregate hold at least fifty percent (50%) of the
Common Stock issued or issuable upon conversion of the Series A Preferred Stock,
(ii) the Required Holders and (iii) the Lenders; provided, however, that no
amendment to this Agreement shall become effective without the consent of any
party hereto whose rights hereunder are adversely affected by such amendment;
and further provided, however, that (A) amendments or waivers only affecting
Holders of Series A Preferred Stock or of Common Stock issued upon conversion of
Series A Preferred Stock may be effectuated without the consent of (1) the
Required Holders and (2) the Lenders; (B) amendments or waivers only affecting
Holders of Senior Common Stock or of Common Stock issued upon conversion of
Senior Common Stock may be effectuated without the consent of (1) the Holder or
Holders who in the aggregate hold at least fifty percent (50%) of the Common
Stock issued or issuable upon conversion of the Series A Preferred Stock and (2)
the Lenders; and (C) amendments or waivers only affecting the Lenders may be
effectuated without the consent of (1) the Holder or Holders who in the
aggregate hold at least fifty percent (50%) of the Common Stock issued or
issuable upon conversion of the Series A Preferred Stock and (2) the Required
Holders.

                                      -15-

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

                            COMPANY:

                            BENTLEY SYSTEMS, INCORPORATED
                            a Delaware corporation

                            By:      /s/  David Nation
                               -----------------------------------------
                                     Name:  David Nation
                                     Title:  Senior Vice President

                            Address:            690 Pennsylvania Drive
                                                Exton, PA 19341-1136
                            Attention:          President
                            With a copy to:     General Counsel
                            Telephone:          (610) 458-5000
                            Facsimile:          (610) 458-1060

                            INITIAL STOCKHOLDER:

                            BACHOW INVESTMENT PARTNERS, III, L.P.
                            By:    Bala Equity Partners, L.P., general partner
                            By:    Bala Equity, Inc., general partner

                            By:      /s/  Jay D. Seid
                               -----------------------------------------
                                     Name:  Jay D. Seid
                                     Title:  Vice President

                            Address:   3 Bala Plaza East, Suite 502
                                       Bala Cynwyd, PA 19004
                            Attention: Jay D. Seid, Managing Director
                            Telephone: (610) 660-4900
                            Facsimile: (610) 550-4930

                                      -16-

                            PURCHASERS:

                            /s/  Gregory S. Bentley
                            ----------------------------------------------------
                            Gregory S. Bentley

                            Address: 201 Bentley Lane
                                     East Fallowfield, PA 19320

                            /s/  Keith A. Bentley
                            ----------------------------------------------------
                            Keith A. Bentley

                            Address: 100 Morningside Drive
                                     Elverson, PA 19520

                            /s/  Barry J. Bentley
                            ----------------------------------------------------
                            Barry J. Bentley

                            Address: 281 Grove Road
                                     Elverson, PA 19520

                            /s/  Cristobal Conde
                            ----------------------------------------------------
                            Cristobal Conde

                            Address: 560 Lexington Ave., 9th Floor
                                     New York, NY  10022

                            /s/  David Ehret
                            --------------------------------------------
                            David Ehret

                            Address: 2 Independence Place
                                     Apt.  1407
                                     Philadelphia, PA  19106

                            /s/  Robert Greifeld
                            ----------------------------------------------------
                            Robert Greifeld

                            Address:

                                      -17-

                            LENDERS:
                                     /s/ Craig T. Scheetz
                            ------------------------------------------------

                            PNC Bank, National Association

                            Address: 1600 Market Street
                                     Philadelphia, PA  19103
                                     Attn: Craig T. Scheetz, Vice President

                                     /s/ Juan Carlos Lorenzo
                            ------------------------------------------------

                            Citibank, N.A.

                            Address: 153 East 53rd Street
                                     25th Floor, Zone 5
                                     New York, NY 10043
                                     Attn:  Juan Lorenzo, Vice President

                                      -18-

                                                                  Exhibit 10.28

                  AMENDMENT TO AMENDED AND RESTATED INFORMATION
                        AND REGISTRATION RIGHTS AGREEMENT

                  AMENDMENT TO AMENDED AND RESTATED INFORMATION AND REGISTRATION
RIGHTS AGREEMENT dated as of July 2, 2001 (the "Amendment") by and among Bentley
Systems, Incorporated, a Delaware corporation (the "Company"), Bachow Investment
Partners III, L.P., a Delaware limited partnership ("Bachow"), PNC Bank,
National Association ("PNC"), Citibank, N.A. ("Citibank"), Gregory S. Bentley,
Keith A. Bentley, Barry J. Bentley, Cristobal Conde, David Ehret and Robert
Greifeld.

                                   Background

         1.       On December 26, 2000, the Company entered into the Amended and
Restated Information and Registration Rights Agreement (the "Registration Rights
Agreement") with the several purchasers named in Schedule 1 attached thereto
(the "First Tranche Purchasers"), Bachow, PNC and Citibank, in respect of
certain registration rights granted by the Company.

         2.       Pursuant to Section 1.2(c) of the Securities Purchase
Agreement (the "Securities Purchase Agreement") with the several purchasers
named in Schedule I attached thereto and Raymond B. Bentley and Richard P.
Bentley for certain limited purposes specified therein, the Company had the
right and option to sell up to an aggregate 75,000 additional shares of Class C
Common Stock and Common Stock Purchase Warrants to purchase up to an aggregate
of 1,040,000 additional shares ("Warrant Shares") of Class B Common Stock of the
Company in one or more closings on or prior to March 31, 2001.

         3.       Pursuant to the preamble and the recitals in the Registration
Rights Agreement, it was contemplated that additional purchasers of shares of
the Class C Common Stock and Common Stock Purchase Warrants to acquire Warrant
Shares would be added as parties to the Registration Rights Agreement in
connection with a Closing or Closings to occur on or before March 31, 2001.

         4.       The Securities Purchase Agreement has been amended to extend
the date for additional Closings to on or prior to September 30, 2001.
Accordingly, the parties hereto desire to amend Recital b. to the Registration
Rights Agreement to reflect the aforesaid amendment to the Securities Purchase
Agreement.

                  NOW, THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto, intending to be legally bound,
agree as follows:

                  SECTION 1. Amendment. The reference to "March 31, 2001" in the
definition of "Closing" and "Closings" in Recital b. of the Registration Rights
Agreement is hereby deleted and replaced with "September 30, 2001".

                  SECTION 2. Registration Rights Agreement in Full Force and
Effect as Amended. Except as specifically amended hereby, all of the terms and
conditions of the

Registration Rights Agreement shall remain in full force and effect. All
references to the Registration Rights Agreement in any other document or
instrument shall be deemed to mean such Registration Rights Agreement as amended
by this Amendment. The parties hereto agree to be bound by the terms and
obligations of the Registration Rights Agreement, as amended by this Amendment,
as though the terms and obligations of the Registration Rights Agreement were
set forth herein.

                  SECTION 3. Counterparts. This Amendment may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

                  SECTION 4. Governing Law. This Amendment is made pursuant to,
and shall be construed and enforced in accordance with, the laws of the State of
Delaware, irrespective of the principal place of business, residence or domicile
of the parties hereto, and without giving effect to otherwise applicable
principles of conflicts of law.

                  SECTION 5. Defined Terms. Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Registration Rights Agreement.

                            [signature page follows]

                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.

                         BENTLEY SYSTEMS, INCORPORATED

                         By:      /s/ David G. Nation
                            --------------------------------------------------
                              Name:  David G. Nation
                              Title:    Senior Vice President

                         BACHOW INVESTMENT PARTNERS III, L.P.

                         By:  Bala Equity Partners, L.P., its General Partner
                         By:  Bala Equity, Inc., its General Partner

                         By:      /s/ Jay D. Seid
                            --------------------------------------------------
                              Name:  Jay D. Seid
                              Title:  Vice President

                         PNC BANK, NATIONAL ASSOCIATION

                         By:      /s/ Craig T. Sheetz
                            --------------------------------------------------
                              Name:  Craig T. Sheetz
                              Title:  Vice President

                         CITIBANK, N.A.

                         By:      /s/ Gerald Roberts
                            --------------------------------------------------
                              Name:  Gerald Roberts
                              Title:  Vice President

      [Signature Page 1 of 2 to Amendment to Registration Rights Agreement]

                                                     /s/  Gregory S. Bentley
                                            -----------------------------------
                                            Gregory S. Bentley

                                                     /s/  Keith A. Bentley
                                            -----------------------------------
                                            Keith A. Bentley

                                                     /s/  Barry J. Bentley
                                            -----------------------------------
                                            Barry J. Bentley

                                                     /s/  Cristobal Conde
                                            -----------------------------------
                                            Cristobal Conde

                                                     /s/  David Ehret
                                            -----------------------------------
                                            David Ehret

      [Signature Page 2 of 2 to Amendment to Registration Rights Agreement]

  JOINDER TO AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT

         THIS JOINDER TO AMENDED AND RESTATED INFORMATION AND REGISTRATION
RIGHTS AGREEMENT (this "Joinder Agreement") is made as of this 2nd day of July,
2001 by and among Bentley Systems, Incorporated, a Delaware corporation (the
"Company"), Malcolm S. Walter and Argosy Investment Partners II, L.P., a
Delaware limited partnership (together with Malcolm S. Walter, the "Second
Tranche Purchasers"). All initially capitalized terms used but not otherwise
defined in this Joinder Agreement shall have the meanings given to such terms in
the Registration Rights Agreement (as such term is hereinafter defined).

                                   BACKGROUND

         1. On December 26, 2000, the Company entered into the Amended and
Restated Information and Registration Rights Agreement (the "Registration Rights
Agreement") with the several purchasers named in Schedule 1 attached thereto
(the "First Tranche Purchasers"), Bachow Investment Partners III, L.P., a
Delaware limited partnership ("Bachow"), PNC Bank, National Association ("PNC")
and Citibank, N.A. ("Citibank") in respect of certain registration rights
granted by the Company.

         2. Pursuant to the preamble and the recitals in the Registration Rights
Agreement, it was contemplated that additional purchasers of shares of the Class
C Common Stock and warrants to acquire Warrant Shares would be added as parties
to the Registration Rights Agreement in connection with a Closing or Closings to
occur on or before March 31, 2001.

         3. The Securities Purchase Agreement has been amended to extend the
date for additional Closings to on or prior to September 30, 2001.

         4. On or before the date hereof, in accordance with Section 15.6 of the
Registration Rights Agreement, Bachow, as the holder of at least 50% of the
Common Stock issuable upon conversion of the Series A Preferred Stock, the
Required Holders, PNC and Citibank have consented in writing to the amendment of
the Registration Rights Agreement to extend the date for additional Closings to
on or prior to September 30, 2001 (the "RRA Amendment").

         5. On the date hereof, the Company and the Second Tranche Purchasers
have executed a Joinder to Securities Purchase Agreement ("Joinder to Securities
Purchase Agreement") in connection with the Second Tranche Purchasers' purchase
of 26,000 shares of Class C Common Stock and Common Stock Purchase Warrants to
purchase 360,533.3 shares of Class B Common Stock of the Company. Accordingly,
the Second Tranche Purchasers desire to join in the Registration Rights
Agreement in accordance with the terms hereof.

                  NOW THEREFORE, in consideration of the promises and the
agreements

                                      -1-

contained herein, the parties hereto, intending to be legally bound, hereby
agree as follows:

         1.1 Joinder. In connection with the purchase by him or it of the
securities indicated on Schedule I attached to the Joinder to Securities
Purchase Agreement, each of the Purchasers hereby acknowledges and agrees that,
effective as of the date hereof, he or it shall be added as a party to the
Registration Rights Agreement, as amended by the RRA Amendment, and shall be
bound by all provisions of the Registration Rights Agreement, as so amended, to
the same extent as each of the First Tranche Purchasers.

         1.2 Counterparts. This Joinder Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Joinder Agreement by
signing any such counterpart.

                            [signature page follows]

                                      -2-

         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Joinder Agreement to be executed as of the date first above
written.

                                 COMPANY:

                                 BENTLEY SYSTEMS, INCORPORATED

                                 By:      /s/ David G. Nation
                                    ------------------------------------------
                                     Name:  David G. Nation
                                     Title:  Senior Vice President

                                 PURCHASERS:

                                 ARGOSY INVESTMENT PARTNERS II, L.P.

                                 By:  Argosy Associates II, L.P., its General
                                      Partner

                                   By:  Argosy Associates II, Inc., its General
                                        Partner

                                   By:      /s/ Kirk B. Griswold
                                      ---------------------------------
                                       Name:  Kirk B. Griswold
                                       Title:  Vice President

                                   XXXXXXXXXX
                                 ------------------------------------
                                 Gregory S. Bentley

                                   Malcolm S. Walter
                                 ------------------------------------
                                 Malcolm S. Walter

               [Signature Page to Joinder to Amended and Restated
                 Information and Registration Rights Agreement]

                                      -3-

                                                                  EXHIBIT 10.29

 JOINDER TO AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT

         THIS JOINDER TO AMENDED AND RESTATED INFORMATION AND REGISTRATION
RIGHTS AGREEMENT (this "Joinder Agreement") is made as of this 18th day of
September, 2001 by and among Bentley Systems, Incorporated, a Delaware
corporation (the "Company"), Gabriel Norona, Francisco Norona, Richard D.
Bowman, Andrew Panayotoff, Orestes Norat and Robert Cormack (collectively, the
"Purchasers"). All initially capitalized terms used but not otherwise defined in
this Joinder Agreement shall have the meanings given to such terms in the
Registration Rights Agreement (as such term is hereinafter defined).

                                   BACKGROUND

         1. On December 26, 2000, the Company entered into the Amended and
Restated Information and Registration Rights Agreement (the "Registration Rights
Agreement") with the several purchasers named in Schedule 1 attached thereto
(the "Initial Purchasers"), Bachow Investment Partners III, L.P., a Delaware
limited partnership ("Bachow"), PNC Bank, National Association ("PNC") and
Citibank, N.A. ("Citibank") in respect of certain registration rights granted by
the Company.

         2. On July 2, 2001, Argosy Investment Partners II, L.P. and Malcolm S.
Walter (the "Second Round Purchasers") joined in the Registration Rights
Agreement in connection with their purchase of Class C Common Stock and Common
Stock Purchase Warrants to purchase shares of Class B Common Stock of the
Company.

         3. On the date hereof, the Company and the Purchasers have executed a
Joinder and Amendment to Securities Purchase Agreement ("Joinder and Amendment
to Securities Purchase Agreement") in connection with the Purchasers' purchase
of an aggregate 35,000 shares of Class C Common Stock and Common Stock Purchase
Warrants to purchase an aggregate 485,333 shares of Class B Common Stock of the
Company. Accordingly, the Purchasers desire to join in the Registration Rights
Agreement in accordance with the terms hereof.

                  NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

                  1.1 Joinder. In connection with the purchase by him of the
securities indicated on Schedule I attached to the Joinder and Amendment to
Securities Purchase Agreement, each of the Purchasers hereby acknowledges and
agrees that, effective as of the date hereof, he shall be added as a party to
the Registration Rights Agreement, as amended by the Amendment to Amended and
Restated Information and Registration Rights Agreement dated as of July 2, 2001,
and shall be bound by all provisions of the Registration Rights Agreement, as so
amended, to the same extent as each of the Initial Purchasers and the Second
Round Purchasers.

                                      -1-

                  1.2 Counterparts. This Joinder Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument, and any of the parties hereto may execute this Joinder
Agreement by signing any such counterpart.

                            [signature page follows]

                                      -2-

         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Joinder Agreement to be executed as of the date first above
written.

                            COMPANY:

                            BENTLEY SYSTEMS, INCORPORATED

                            By:      /s/ David G. Nation
                               -----------------------------------------
                                 Name:  David G. Nation
                                 Title:  Senior Vice President

                            PURCHASERS:

                                     /s/ Gabriel Norona
                            --------------------------------------------
                            Gabriel Norona

                                     /s/ Francisco Norona
                            --------------------------------------------
                            Francisco Norona

                                     /s/ Richard D. Bowman
                            --------------------------------------------
                            Richard D. Bowman

                                     /s/ Andrew Panayotoff
                            --------------------------------------------
                            Andrew Panayotoff

                                     /s/ Orestes Norat
                            --------------------------------------------
                            Orestes Norat

                                     /s/ Robert Cormack
                            --------------------------------------------
                            Robert Cormack

            [Signature Page 1 of 1 to Joinder to Amended and Restated
                 Information and Registration Rights Agreement]

                                      -3-

 JOINDER TO AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT

         THIS JOINDER TO AMENDED AND RESTATED INFORMATION AND REGISTRATION
RIGHTS AGREEMENT (this "Joinder Agreement") is made as of this 18th day of
September, 2001 by and among Bentley Systems, Incorporated, a Delaware
corporation (the "Company"), Gabriel Norona and Francisco Norona (collectively,
the "Purchasers"). All initially capitalized terms used but not otherwise
defined in this Joinder Agreement shall have the meanings given to such terms in
the Registration Rights Agreement (as such term is hereinafter defined).

                                   BACKGROUND

         1. On December 26, 2000, the Company entered into the Amended and
Restated Information and Registration Rights Agreement (the "Registration Rights
Agreement") with the several purchasers named in Schedule 1 attached thereto
(the "Initial Purchasers"), Bachow Investment Partners III, L.P., a Delaware
limited partnership ("Bachow"), PNC Bank, National Association ("PNC") and
Citibank, N.A. ("Citibank") in respect of certain registration rights granted by
the Company.

         2. On July 2, 2001, Argosy Investment Partners II, L.P. and Malcolm S.
Walter (the "Second Round Purchasers") joined in the Registration Rights
Agreement in connection with their purchase of Class C Common Stock and Common
Stock Purchase Warrants to purchase shares of Class B Common Stock of the
Company.

         3. On the date hereof (a) the Company is acquiring Geopak Corporation,
a Florida corporation ("Geopak"), through the merger of Geopak into a wholly
owned subsidiary of the Company (the "Merger"), (b) in partial consideration of
the Merger, the Company is issuing an aggregate 35,000 Class C Shares to the
stockholders of Geopak (the "Stockholders") including the Purchasers, and (c)
the Stockholders and the Company are entering into a Joinder to Registration
Rights Agreement with respect to such purchase and sale of the 35,000 Class C
Shares.

         4. On the date hereof, the Company and the Purchasers are entering into
a Joinder to Securities Purchase Agreement ("Joinder to Securities Purchase
Agreement") in connection with the Purchasers' purchase of an additional
aggregate 5,000 Class C Shares. Accordingly, the Purchasers desire to join in
the Registration Rights Agreement in accordance with the terms hereof.

                  NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

                  1.1 Joinder. In connection with the purchase by him of the
securities indicated on Schedule I attached to the Joinder to Securities
Purchase Agreement, each of the

                                      -1-

Purchasers hereby acknowledges and agrees that, effective as of the date hereof,
he shall be added as a party to the Registration Rights Agreement, as amended by
the Amendment to Amended and Restated Information and Registration Rights
Agreement dated as of July 2, 2001, and shall be bound by all provisions of the
Registration Rights Agreement, as so amended, to the same extent as each of the
Initial Purchasers, the Second Round Purchasers and the Stockholders.

                  1.2 Counterparts. This Joinder Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument, and any of the parties hereto may execute this Joinder
Agreement by signing any such counterpart.

                            [signature page follows]

                                      -2-

         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Joinder Agreement to be executed as of the date first above
written.

                                    COMPANY:

                                    BENTLEY SYSTEMS, INCORPORATED

                                    By:      /s/ David G. Nation
                                       ---------------------------------------
                                          Name:  David G. Nation
                                         Title:    Senior Vice President

                                    PURCHASERS:

                                             /s/ Gabriel Norona
                                    ------------------------------------------
                                    Gabriel Norona

                                             /s/ Francisco Norona
                                    ------------------------------------------
                                    Francisco Norona

            [Signature Page 1 of 1 to Joinder to Amended and Restated
                 Information and Registration Rights Agreement]

                                      -3-

                                                                  EXHIBIT 10.30

                 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

      THIS IS A SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE ("Settlement
Agreement"), dated March 26, 1999 between BENTLEY SYSTEMS, INCORPORATED, a
Delaware corporation with offices at 685 Stockton Drive, Exton, Pennsylvania,
U.S.A. ("BSI"), Barry Bentley, Raymond Bentley, Scott Bentley, Gregory Bentley,
and Keith Bentley (the "Bentleys") on the one hand, and INTERGRAPH CORPORATION,
a Delaware corporation with offices at One Madison Industrial Park, Huntsville,
AL 35894 ("Intergraph") on the other hand, all of which are collectively
referred to as "the Parties".

      WHEREAS, on April 17, 1987, BSI and Intergraph entered into a Software
License Agreement for MicroStation, which was amended from time to time with
Amendments 1 through 14 (the "SLA");

      WHEREAS, various disputes arose among the parties relating to their
respective rights under the SLA and other matters;

      WHEREAS, BSI initiated an arbitration proceeding before the American
Arbitration Association, titled Bentley Systems, Incorporated, Claimant, and
Intergraph Corporation, Respondent, case no. 30 Y 117 00094 96 (the
"Arbitration");

      WHEREAS, hearings have been held in the Arbitration and final arguments
are scheduled to take place before the Arbitrators;

      WHEREAS, BSI and Intergraph wish to settle all disputes and disagreements
between them;

      NOW THEREFORE, the parties agree:

                                   SECTION 1

Released Claims; No Fault or Wrongdoing; Closing

      1.1 As used in this Settlement Agreement, "Released Claims" means any and
all actions and causes of action, claims and demands, theories of recovery,
suits, damages, costs, attorney's fees, expert fees, expenses, debts, dues,
accounts, bonds, covenants, contracts, agreements, compensation, payments,
royalties, interest, and profit disgorgement, and all sums of money known or
unknown, absolute or contingent, liquidated or unliquidated, at law or in
equity, that the Parties have or may have based upon any fact, matter, act,
omission or circumstance, known or unknown (collectively, "Claims"), from the
beginning of the world to the date of this Settlement Agreement, including, but
not limited to, those that have been asserted or may have been asserted or could
have been asserted in the Arbitration or otherwise; provided, however, that
"Released Claims" shall not include any Claims based upon a breach of
Intergraph's or BSI's obligations (i) under the Settlement Agreement, Software
License Agreement and letter agreement between Intergraph and BSI, all dated
March 10, 1999 and

entered into in settlement of the PlotLib litigation; and (ii) to make payment
for products or services obtained or provided in the normal course of business
since January 1, 1999.

      1.2 Nothing in this Settlement Agreement, nor any actions taken by any
party in connection with this Settlement Agreement, constitutes or should be
construed as or deemed to be an admission of fault, liability or wrongdoing of
any kind whatsoever on the part of any party. All Parties expressly deny any
fault, liability or wrongdoing concerning the Released Claims and intend merely
to avoid continuing litigation with each other.

      1.3 As used in this Settlement Agreement, the "Closing" means the time set
by mutual agreement of Intergraph and BSI for the payment and delivery of the
consideration, and the performance of other obligations to be performed at
Closing under this Settlement Agreement; provided, however, that the Closing
shall occur on or before April 1, 1999, or such later date to which Intergraph
and BSI may agree in writing. If the Closing does not occur by the close of
business on April 1, 1999 (or such extended date to which Intergraph and BSI
agree in writing), then this Settlement Agreement shall become null and void and
none of the Parties will have any further obligations hereunder. The
"Consummation of the Closing" hereunder shall occur when the Parties have paid
and delivered the consideration, and performed all other obligations to be
performed at Closing under this Settlement Agreement.

                                   SECTION 2

Provisions Applicable to Intergraph

      2.1 At the Closing:

            (a)   Intergraph shall pay BSI $12,000,000 (Twelve Million Dollars)
                  U.S. by wire transfer; and

            (b)   Intergraph shall transfer to BSI ownership of 3,000,000 (Three
                  Million) shares of Class A common stock of BSI owned by
                  Intergraph. Such transfer shall be accomplished by
                  Intergraph's delivery to BSI of the certificate for such
                  shares duly endorsed for transfer, and such transfer shall
                  convey title to the shares to BSI free and clear of any liens
                  or other encumbrances.

      2.2 Upon Consummation of the Closing, Intergraph does for itself and each
of its subsidiaries, its representatives, officers, directors, affiliates,
successors and assigns, and all persons claiming by, through or under it, hereby
remise, release and discharge (a) BSI and each of its subsidiaries, and their
respective officers, directors, shareholders, subsidiaries, employees, agents,
servants, attorneys, heirs and personal representatives, (b) each of the
Bentleys, and (c) all persons, corporations or other entities that might be
claimed to be jointly or severally liable with BSI and/or one or more of the
Bentleys, from the Released Claims (as defined in Section 1.1), except any
claims for violation of this Settlement Agreement.

      2.3 Intergraph agrees that it will forever refrain from demanding,
instituting prosecuting, participating in or instigating any derivative claim or
derivative proceeding on behalf of BSI against the Bentleys based on the
Released Claims.

                                     - 2 -

      2.4 Intergraph is solvent and will be solvent immediately after giving
effect to the transactions contemplated by this Settlement Agreement.

                                   SECTION 3

Provisions Applicable to BSI and the Bentleys

      3.1 At the Closing, BSI must deliver to Intergraph properly signed papers
necessary to effect the dismissal or withdrawal as applicable, with prejudice
and without attorney fees, costs or expenses to any party, of the Arbitration.

      3.2 Upon Consummation of the Closing, BSI does for itself and each of its
subsidiaries, its representatives, officers, directors, affiliates, successors
and assigns, and all persons claiming by, through or under it, hereby remise,
release and discharge Intergraph and each of its subsidiaries, and their
respective officers, directors, shareholders, subsidiaries, employees, agents,
servants, attorneys, heirs and personal representatives, and all persons,
corporations or other entities that might be claimed to be jointly or severally
liable with Intergraph and/or one or more of its subsidiaries, from the Released
Claims (as defined in Section 1.1), except any claims for violation of this
Settlement Agreement.

      3.3 Upon Consummation of the Closing, each of the Bentleys individually
does for himself, his representatives, affiliates, successors, heirs and
assigns, and all persons claiming by, through or under him, hereby remise,
release and discharge Intergraph and each of its subsidiaries, and their
respective officers, directors, shareholders, subsidiaries, employees, agents,
servants, attorneys, heirs and personal representatives, and all persons,
corporations or other entities that might be claimed to be jointly or severally
liable with Intergraph and/or one or more of its subsidiaries, from the Released
Claims (as defined in Section 1.1), except any claims for violation of this
Settlement Agreement.

      3.4 The Bentleys and BSI agree that they will forever refrain from
demanding, instituting, prosecuting, participating in or instigating any
derivative claim or derivative proceeding on behalf of Intergraph against
Intergraph's officers, directors, subsidiaries or any of the subsidiaries'
officers or directors based on the Released Claims.

      3.5 If Intergraph delivers to BSI its stock certificate No. 28 evidencing
its ownership of 10,804,595 shares of Class A Common Stock of BSI for use
pursuant to Section 2.1(b) of this Settlement Agreement, then:

            (a) If there is a Consummation of Closing, BSI shall cancel
      certificate No. 28 and, simultaneously with the Consummation of Closing,
      deliver to Intergraph a duly authorized and executed certificate for
      7,804,595 shares of BSI Class A Common Stock.

            (b) If there is no Consummation of Closing, BSI shall forthwith
      return to Intergraph stock certificate No. 28.

                                     - 3 -

                                   SECTION 4

Registration Rights; Voting Proxy

      4.1 Piggyback Registration in IPO.

            4.1.1 Notice of Piggyback Registration and Inclusion of Intergraph's
BSI Shares. In the event that BSI, in its sole discretion, decides to register
for sale to the public generally any of its Common Stock on a form that would be
suitable for the initial public offering of its Common Stock in an underwritten
offering (whether on a firm commitment or "best-efforts" basis) registered under
the Securities Act of 1933 (the "IPO"), BSI will: (i) promptly give Intergraph
written notice thereof (which shall include a list of the jurisdictions in which
BSI intends to attempt to qualify such securities under the applicable Blue Sky
or other state securities laws) and (ii) include in such IPO all of the BSI
Class A Common Stock owned by Intergraph and specified in a written request
delivered to BSI by Intergraph within 15 days after delivery of such written
notice from BSI; provided that the number of shares owned by Intergraph to be
included in the IPO shall not exceed twenty percent (20%) of the total number of
BSI shares included in the IPO.

            Intergraph shall enter into the underwriting agreement along with
BSI for the IPO, which, with respect to Intergraph, shall contain such terms and
provisions as are customarily applicable to selling shareholders. After the
notice of a BSI IPO as contemplated by Section 4.1.1, then BSI will, from time
to time, keep Intergraph advised as to the status of the underwriting offering,
including the initiation and completion of the offering and the occurrence of
material events or developments relating to or affecting the offering.

            4.1.2 Withdrawal in Piggyback Registration. If Intergraph
disapproves of the terms of any such underwriting, it may elect to withdraw
therefrom by written notice to BSI and the underwriter delivered at least seven
days prior to the effective date of the IPO registration statement.

            4.1.3 Blue Sky in Piggyback Registration. In the event of any
registration of Intergraph's BSI shares in the IPO, BSI will exercise its best
efforts to register and qualify the securities covered by the registration
statement under such other securities or Blue Sky laws of such jurisdictions as
shall be reasonably appropriate for the distribution of such securities;
provided, however, that (i) BSI shall not be required to qualify to do business
or to file a general consent to service of process in any such states or
jurisdictions, and (ii) notwithstanding anything in this Settlement Agreement to
the contrary, in the event any jurisdiction in which the securities shall be
qualified imposes a non-waivable requirement that expenses incurred in
connection with the qualification of the securities be borne by selling
shareholders, such expenses shall be payable pro rata by selling shareholders.
In the event the registered offering is effected on a "best-efforts" basis, the
shares of stock to be sold thereby will be allocated among new shares to be
issued by BSI and shares to be sold by Intergraph on a pro rata basis relative
to the number of shares to be registered on behalf of each such party.

            4.1.4 Expenses of Registration. All Registration Expenses (as
defined below) incurred in connection with any registration pursuant to this
Settlement Agreement shall be

                                     - 4 -

borne by BSI. All Selling Expenses (as defined below) incurred in connection
with any registration of Intergraph's BSI shares shall be borne by Intergraph
pro rata on the basis of the number of shares registered.

            (a) "Registration Expenses" shall mean all expenses incurred by BSI
      in complying with the registration of Intergraph's BSI shares in the IPO,
      including, without limitation, all federal and state registration,
      qualification and filing fees, printing expenses, fees and disbursements
      of counsel for BSI and Intergraph, Blue Sky fees and expenses, and
      accounting fees and expenses, but excluding Selling Expenses.

            (b) "Selling Expenses" shall mean all underwriting discounts,
      selling commissions and stock transfer taxes applicable to the sale of
      Intergraph's BSI shares in the IPO.

            4.1.5 Information Furnished by Intergraph. It shall be a condition
precedent of BSI's obligations under this Section 4 of this Settlement Agreement
that Intergraph furnish to BSI such information regarding Intergraph and the
distribution proposed by Intergraph as BSI may reasonably request for purposes
of including Intergraph's shares in the IPO.

            4.1.6 Indemnification.

            (a) BSI's Indemnification of Intergraph. To the extent permitted by
law, BSI will indemnify Intergraph, each of its officers, directors and each
person controlling Intergraph, with respect to the inclusion of Intergraph's
shares in the IPO, and each underwriter, if any, and each person who controls
any underwriter, against all claims, losses, damages, liabilities or expenses
(or actions in respect thereof) to the extent such claims, losses, damages,
liabilities or expenses arise out of or are based upon any untrue statement (or
alleged untrue statement) of a material fact contained in any prospectus or
other document (including any related registration statement) incident to any
such registration, qualification or compliance, or are based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation (or
alleged violation) by BSI of any rule or regulation promulgated under the
Securities Act applicable to BSI and relating to action or inaction required of
BSI in connection with any such registration, qualification or compliance; and
BSI will reimburse Intergraph; each such underwriter and each person who
controls Intergraph or such underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability, expense or action; provided, however, that the
indemnity contained in this Section 4.1.6 shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or action if settlement is
effected without the consent of BSI (which consent will not unreasonably be
withheld); and provided, further, that BSI will not be liable in any such case
to the extent that any such claim, loss, damage, liability or expense arises out
of or is based upon any untrue statement or omission based upon written
information furnished to BSI by Intergraph, or such underwriter, or controlling
person and stated to be for use in connection with the offering of securities of
BSI.

            (b) Intergraph's Indemnification of BSI. To the extent permitted by
law, Intergraph will, if its BSI shares are included in the securities as to
which such registration,

                                     - 5 -

qualification or compliance is being effected pursuant to this Settlement
Agreement, indemnify BSI, each of its directors and officers, each legal counsel
and independent accountant of BSI, each underwriter, if any, of BSI's securities
covered by such a registration statement, and each person who controls BSI or
such underwriter within the meaning of the Securities Act, against all claims,
losses, damages, liabilities or expenses (or actions in respect thereof) arising
out of or based upon any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement, prospectus, offering
circular or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation (or alleged violation) by
Intergraph of any rule or regulation promulgated under the Securities Act
applicable to Intergraph and relating to action or inaction required of
Intergraph in connection with any such registration, qualification or
compliance; and will reimburse BSI, such directors, officers, partners, persons,
law and accounting firms, underwriters or control persons for any legal and any
other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability, expense or action, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to BSI by Intergraph and stated
to be specifically for use in connection with the offering of securities of BSI;
provided, however, that the indemnity contained in this Section 4.1.6 shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of Intergraph
(which consent will not unreasonably be withheld); and provided further that
Intergraph's liability under this Section 4.1.6 shall not exceed its proceeds
from the offering of securities made in connection with such registration.

            (c) Indemnification Procedure. Promptly after receipt by an
indemnified party under this Section 4.1.6 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party under this Section 4.1.6, notify the indemnifying
party in writing of the commencement thereof and generally summarize such
action. The indemnifying party shall have the right to participate in and to
assume the defense of such claim; provided, however, that the indemnifying party
shall be entitled to select counsel for the defense of such claim with the
approval of any parties entitled to indemnification, which approval shall not be
unreasonably withheld; provided further, however, that if either party
reasonably determines that there may be a conflict between the position of BSI
and Intergraph in conducting the defense of such action, suit or proceeding by
reason of recognized claims for indemnity under this Section 4.1.6, then counsel
for such party shall be entitled to conduct the defense to the extent reasonably
determined by such counsel to be necessary to protect the interest of such
party. The failure to notify an indemnifying party promptly of the commencement
of any such action, if prejudicial to the ability of the indemnifying party to
defend such action, shall relieve such indemnifying party, to the extent so
prejudiced, of any liability to the indemnified party under this Section 4.1.6,
but the omission so to notify the indemnifying party will not relieve such party
of any liability that such party may have to any indemnified party other than
under this Section 4.1.6.

            (d) Contribution. If the indemnification provided for in this
Section 4.1.6 is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the indemnifying party,

                                     - 6 -

in lieu of indemnifying such indemnified party hereunder, shall contribute to
the amount paid or payable by such indemnified party as a result of such loss,
liability, claim, damage, or expense in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions
that resulted in such loss, liability, claim, damage, or expense as well as any
other relevant equitable considerations. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

            (e) Underwriting Agreement. Notwithstanding the foregoing, to the
extent that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with the underwritten public
offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.

            (f) Survival. The obligations of BSI and Intergraph under this
Section 4.1 shall survive the completion of any offering of registrable
securities in a registration statement under this Settlement Agreement, and
otherwise.

      4.2 Lock-Up Commitment. In connection with the IPO, Intergraph shall
execute and deliver, in a form reasonably satisfactory to the underwriter(s) in
the IPO, a form of "lock-up" agreement pursuant to which Intergraph will agree
not to sell any of its BSI shares (other than those included in the IPO pursuant
to Section 4.1 hereof) for a period equal to that lock-up period as contained in
comparable "lock-up" agreements signed by the Bentleys who remain as BSI
shareholders at the time of the IPO.

      4.3 Proxy. At the Closing, Intergraph must execute and deliver to BSI an
irrevocable proxy, covering the BSI shares owned by Intergraph, in the form
attached hereto as Exhibit A. As long as such proxy remains in effect,
Intergraph shall not acquire beneficial ownership of additional BSI shares.

                                   SECTION 5

Provisions Applicable to All Parties

      5.1 Bentley and Intergraph agree to keep confidential all of the terms and
conditions of this Settlement Agreement and not disclose the terms and
conditions to any third party except as may be required by or in connection
with: (a) IRS, SEC or other similar domestic or foreign, federal, state or local
reporting or disclosure requirements; (b) an order of a court of competent
jurisdiction; (c) disclosures to accountants, advisors, lawyers and investors in
the normal course of those parties' dealings with the Parties; or (d) a business
transaction that requires the disclosure of such agreements or their terms under
a confidentiality agreement which specifies that the terms and conditions of any
confidential information will not be disclosed; provided, that (i) Intergraph's
first public disclosure of this settlement in a report filed with the SEC under
the Securities Act of 1934 shall include a statement that following the
settlement, Intergraph's equity

                                     - 7 -

interest in BSI was reduced to approximately 33%, and (ii) after either party
makes a public disclosure of the terms and conditions of this Settlement
Agreement, the other Parties may make disclosures of the same terms and
conditions.

      5.2 The Parties acknowledge that they have voluntarily entered into this
Settlement Agreement, have had the advice of counsel regarding this Settlement
Agreement, and are not acting under duress in entering into this Settlement
Agreement.

      5.3 This Settlement Agreement is not assignable.

      5.4 Each party represents and warrants that it or he has the right and
authority to enter into this Settlement Agreement and that this Settlement
Agreement constitutes its or his valid and binding obligation.

      5.5 Each party represents and warrants that it or he is the sole owner of
the Released Claims being released by it or him and that it or he has not
previously assigned or transferred to any person or entity any of the Released
Claims.

      5.6 This Settlement Agreement is governed by the law of the State of
Delaware.

      5.7 This Settlement Agreement may be executed in counterparts, which
together constitute a single agreement.

      5.8 This Settlement Agreement is the product of joint draftsmanship and
will not be construed against one party more strictly than against the other.

      5.9 The headings in this Settlement Agreement are inserted merely for the
purpose of convenience and will not affect the meaning or interpretation of this
Settlement Agreement.

      5.10 The Parties understand, acknowledge and agree that if any matter of
fact or law in their negotiations, discussions or correspondence regarding this
Settlement Agreement is found hereafter to be different from the fact or law now
known by them or any of them, they expressly accept and assume all risks of any
such difference of fact or law, and they agree that this Settlement Agreement
shall remain binding and effective notwithstanding any such difference of fact
or law.

      5.11 Upon Consummation of the Closing, the Parties shall execute an
acknowledgement that Consummation of the Closing has occurred.

      5.12 The Parties acknowledge and agree that all written agreements between
or among them that are in effect on the date of the Closing shall remain in full
force and effect following Consummation of the Closing.

      5.13 This Settlement Agreement sets forth the entire agreement among the
Parties with respect to the subject matter hereof and may not be amended or
modified except by written agreement signed by the Parties, except that Section
4 may be modified by a written amendment or subsequent written agreement(s)
signed by BSI and Intergraph.

                                     - 8 -

                                             BENTLEY SYSTEMS, INCORPORATED

                                             By: /s/ David Nation
                                                --------------------------------

                                                Its: Senior Vice President
                                                    ----------------------------

                                                /s/ Barry Bentley
                                             -----------------------------------
                                             BARRY BENTLEY

                                                /s/ Raymond Bentley
                                             -----------------------------------
                                             RAYMOND BENTLEY

                                                /s/ Scott Bentley
                                             -----------------------------------
                                             SCOTT BENTLEY

                                                /s/ Gregory Bentley
                                             -----------------------------------
                                             GREGORY BENTLEY

                                                /s/ Keith Bentley
                                             -----------------------------------
                                             KEITH BENTLEY

                                             INTERGRAPH CORPORATION

                                             By: /s/ Stephen J. Phillips
                                                --------------------------------
                                                Stephen J. Phillips
                                                Its: Executive Vice President

                                     - 9 -

                                    EXHIBIT A

                                IRREVOCABLE PROXY

      Intergraph Corporation ("Intergraph") hereby appoints the Secretary of
Bentley Systems, Incorporated ("BSI") as its proxy, with the power of
substitution, to vote at any meeting of stockholders, or to express written
consent or dissent with respect to, all shares of Class A Common Stock of BSI
now or hereafter held of record by Intergraph and any entity controlling,
controlled by or under common control with Intergraph, and all shares issued
hereafter in respect of such shares as a dividend, stock split or combination,
or share reclassification (collectively, the "Shares"), in each case in
accordance with instructions from BSI's Board of Directors.

      This is an irrevocable proxy, coupled with an interest, which is being
granted pursuant to a Settlement Agreement and Mutual General Release dated
April l, 1999, among Intergraph, BSI and other parties (the "Settlement
Agreement"). Intergraph agrees that:

      1. This irrevocable proxy shall remain in effect as to the Shares for a
period expiring on March 31, 2001, unless sooner terminated as to all or some
Shares;

      2. Any sale or other transfer of Shares prior to BSI's IPO (as defined in
the Settlement Agreement) shall be subject to this irrevocable proxy and the
transfer of such Shares shall be conditioned upon the transferee's execution of
a comparable irrevocable proxy and delivery of it to BSI;

      3. Any sale or other transfer of Shares in the IPO or thereafter shall not
be subject to this irrevocable proxy if the sale or transfer is an open market
sale (not privately negotiated) or if the transferee in a privately negotiated
transfer beneficially owns (as defined in Section 4 below), after such transfer,
less than 5% of BSI's outstanding voting stock. Any other sale or transfer shall
be subject to this irrevocable proxy and shall be conditioned upon the
transferee's execution of a comparable irrevocable proxy and delivery of it to
BSI.

      4. This irrevocable proxy shall terminate at such time as the Bentleys (as
defined in the Settlement Agreement) transfer beneficial ownership (as defined
for purposes of Section 13(d) of the Securities Exchange Act of 1934) of more
than 50% of the BSI shares owned collectively by them on the date hereof to
third parties such that such shares cease to be beneficially owned by one or
more Bentleys.

      5. The certificates for Shares shall bear a legend disclosing that the
Shares are subject to this irrevocable proxy.

                                       INTERGRAPH CORPORATION

                                       By:    /s/ Stephen J. Phillips
                                          -------------------------------------
                                              Stephen J. Phillips
Dated as of April l, 1999                     Title:   Executive Vice President

                                     - 2 -

                                                                   Exhibit 10.35

                                OPENDWG ALLIANCE

                         FOUNDING MEMBERSHIP AGREEMENT
                             (Amended and Restated)

       This Agreement, dated as of the date following the last signature below,
is made and entered by and between the OpenDWG Alliance, a Washington nonprofit
corporation (the "Alliance"), and the person named at the end of this document
(the "Member").

       RECITALS

       A.        The Alliance has been organized and established to promote the
DWG drawing file format as an open, industry-standard format for the exchange of
CAD drawings.

       B.        Member desires to become a member of the Alliance, upon the
terms and subject to the conditions set forth in this Agreement.

       AGREEMENT

       Accordingly, the Alliance and Member agree as follows:

SECTION 1.          MEMBER'S RIGHTS

        1.1         MEMBERSHIP CLASSIFICATION

       Subject to the terms and conditions of this Agreement, Member will have,
and will be entitled to exercise, all rights of a founding member of the
Alliance, as such rights are specified from time to time in the bylaws of the
Alliance. Member will furnish to the Alliance such documents (other than
confidential, proprietary or trade secret information of the member) and other
assurances as the Alliance may reasonably request from time to time to ensure
that Member has and continues to meet the qualifications for membership in the
founding member class as specified in the articles of incorporation and bylaws
of the Alliance.

       1.2          USE OF TOOL KIT

                1.2.1  LICENSE

        Promptly after Member and the Alliance have both signed this Agreement,
the Alliance will furnish to Member the OpenDWG Toolkit, consisting of (a) the
file format specifications (the "Specification") used by the OpenDWG libraries
and (b) the OpenDWG libraries (the "Libraries" and, together with the
Specification, the "Toolkit"), and the trademarked Alliance logo (the "Logo").
Subject to the terms and conditions of this Agreement, the Alliance grants to
Member a perpetual, worldwide, nonexclusive, royalty-free license to do the
following:

                (i)      use and modify the Specification for the purposes of
        developing, modifying or supporting Member's software applications (the
        "Member Applications");

                (ii)     use, modify, edit, port and otherwise create derivative
        works of the source code version of the Libraries for the purposes of
        developing, modifying or supporting the Member Applications;

                (iii)    reproduce, distribute (directly or indirectly) and
        sublicense the Libraries, in binary form only, as a part of the Member
        Applications;

FOUNDING MEMBERSHIP AGREEMENT                                             PAGE 1

                 (iv) disclose the Specifications and the source code version of
                      the Libraries to Member's contractors for the limited
                      purpose of developing Member Applications under contract
                      with Member; provided, that such disclosure is made
                      pursuant to a written nondisclosure agreement that
                      protects the Specifications and Libraries from further
                      disclosure or use; and

                 (v)  use and reproduce the Logo in connection with Member's
                      marketing, distribution and licensing of products
                      containing or derived from the Libraries, subject to those
                      guidelines and restrictions on use which the Alliance may
                      adopt from time to time.

          1.2.2 LIMITATIONS

     Member acknowledges that the Member Applications must have significant
value added over the contents of the Toolkit, and that the Toolkit is not
intended to be distributed on a stand-alone basis or as a part of a software
development kit or comparable product that is substantially similar to the
Toolkit. The Toolkit is owned by the Alliance and its suppliers. The Alliance
reserves all rights in the Toolkit other than those expressly granted in
Section 1.2.1. Without limiting the generality of the foregoing, except as
specifically permitted under Section 1.2.1(iv), Member will not (a) distribute
or sublicense any copy of the Specifications or (b) distribute or sublicense
any copy of the Libraries in source code form. In addition, Member will not
export or reexport the Toolkit in violation of any law, regulation, order or
other governmental requirement (including, without limitation, the U.S. Export
Administration Act, regulations of the Department of Commerce and other export
controls of the U.S.).

          1.2.3 UPDATES

     From time to time, the Alliance may furnish updates or enhancements to the
Toolkit. All such updates or enhancements will be treated as part of the
Specifications and the Libraries (as the case may be) and will be subject to
the terms of this Agreement upon delivery to Member.

     1.3  NOTICES

     Member will include in any Member Applications all notices as contained or
specified in the Toolkit.

     1.4  WARRANTY DISCLAIMER; LIMITATION OF LIABILITY

     The Toolkit is provided to Member "AS IS" AND WITH ALL DEFECTS AND
ERRORS.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE ALLIANCE HEREBY
DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTY ARISING
FROM ANY COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE, IMPLIED WARRANTY
OF NONINFRINGEMENT OR IMPLIED WARRANTY OF QUIET ENJOYMENT. THE ALLIANCE IS NOT
LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR
OTHER SIMILAR DAMAGES ARISING FROM BREACH OF THIS AGREEMENT OR OF ANY WARRANTY
CONTAINED HEREIN, WHETHER ARISING  IN CONTRACT, TORT (INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE), STRICT LIABILITY, EQUITY OR OTHERWISE, EVEN IF THE
ALLIANCE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

     1.5  WEB LINKS

     Upon Member's request, the Alliance will link Alliance's world wide web
site (the "Alliance Web Site") to one page of one of Member's world wide web
sites (the "Member Web Site"). Member will provide to the Alliance color
artwork of Member's name and/or logo in the form and on the media specified by
the Alliance to be included in the Alliance Web Site to denote the link to the
Member Web Site. Provided that the Alliance complies with Member's instructions
as to the inclusion of copyright, trademark and other

FOUNDING MEMBERSHIP AGREEMENT                                             PAGE 2

proprietary notices and complies with any request of Member to remove Member's
name, logo or link from the Alliance Web Site, Member hereby releases and
discharges the Alliance, and its agents and contractors, from any damages or
liability to Member arising out of the placement of Member's name and/or logo in
the Alliance Web Site or the failure to do the same, and from any other
liability arising out or related to the link between the Alliance Web Site and
the Member Web Site.

SECTION 2.      MEMBER'S COVENANTS AND OBLIGATIONS

        2.1     BYLAWS, RULES AND POLICIES

        Member will perform its obligations as a member of the Alliance and
comply with the bylaws, policies, procedures, plans, rules and determinations
made by the Alliance, its Board of Directors or committees thereof
(collectively, the "Rules"), with respect to all matters concerning the
responsibilities and authority delegated by the members to the Alliance, as set
forth in the articles of incorporation and bylaws of the Alliance.

        2.2     PAYMENT OF DUES AND EXPENSES

        As a member of the Alliance, Member will pay, in accordance with this
Agreement and the Rules, all dues, fees and assessments imposed or levied by the
Alliance for the founding member class. Without limiting the generality of the
foregoing, the Board of Directors of the Alliance is authorized to determine
whether or not the Alliance will require regular dues from its members and the
amount of any such dues. The fees, dues and assessments payable by Member under
this Agreement will be paid at such times as are determined by the Alliance. All
amounts will be due and payable in United States dollar currency within thirty
(30) days from the date set by the Alliance for payment. All dues, fees and
assessments imposed or levied by the Alliance are nonrefundable and may not be
prorated, but credit for such amounts may be transferred or assigned in
accordance with Section 6.2.

        2.3     OBLIGATION TO FURNISH INFORMATION

        Member acknowledges that the intent of the Alliance is to promote the
DWG drawing file format as an open, industry-standard format for the exchange of
CAD drawings by obtaining and sharing information and knowledge regarding the
same. Accordingly, Member will disclose and deliver to the Alliance:

                (a)     all modifications, clarifications and corrections to
        the Specification,

                (b)     all bug fixes, modifications and enhancements to the
        Toolkit, and

                (c)     any other information and knowledge regarding the
        format of DWG files read and written by Autodesk's AutoCAD products,
        whether obtained by Member's own efforts or from a third party ((a)
        through (c) collectively, the "Member Information").

Notwithstanding subsections (a) through (c) above, Member is under no
obligation to disclose Member Information where such disclosure would: (i)
violate any applicable statute; (ii) breach any contractual limitation or
confidentiality agreement entered into by Member, or (iii) require Member to
disclose any of its own confidential or proprietary information.

Member hereby grants the Alliance a nonexclusive, perpetual, fully-paid,
irrevocable, royalty free license to reproduce, edit, modify, publish,
distribute, sublicense to other members pursuant to their Membership Agreements
and otherwise exploit the Member Information delivered or disclosed to Alliance
pursuant to this Section 2.3. Member Information is provided to the Alliance
"AS-IS" and without warranty of any kind. Section 1.4 applies mutatis mutandis
disclosures of Member Information by a Member to the Alliance, where "Toolkit"
in such section is replaced with "Member Information."

FOUNDING MEMBERSHIP AGREEMENT                                            PAGE 3

     2.4       USE OF MEMBER'S NAME AND LOGO

     Member hereby grants the Alliance permission to use Member's name and logo
to identify Member as a member of the Alliance in connection with promotional
and marketing activities of the Alliance. Alliance shall ensure that Member's
copyright, trademark or proprietary notice is reproduced as nearly identical as
is practicable in all methods in which such name and logo are displayed.

SECTION 3.     ACKNOWLEDGMENTS AND REPRESENTATIONS

     3.1       NONPROFIT CORPORATION

     Member understands and acknowledges that the Alliance has been organized
as a nonprofit corporation and that all amounts paid by or on behalf of Member
to the Alliance will constitute dues, fees or assessments related to membership
in the Alliance and will not be deemed as an investment or purchase of any
ownership interest in the Alliance.

     3.2       REPRESENTATIONS

     Member represents and warrants to the Alliance that:

          (a)    The principal office of Member is at the address shown under
     the signature of Member's authorized representative at the bottom of this
     Agreement;

          (b)    Member has been duly authorized to enter into this Agreement;
     and

          (c)    Member has received and reviewed the articles of incorporation
     and bylaws of the Alliance and understands its duties and obligations
     associated with membership in the Alliance.

     3.3       ACKNOWLEDGMENTS

     Member acknowledges that, prior to the execution of this Agreement, it has
had the opportunity to ask questions of and receive answers or obtain additional
information from a representative of the Alliance concerning the financial and
other affairs of the Alliance and the duties and obligations associated with
being a member of the Alliance, and, to the extent it believes necessary in
light of its knowledge of the Alliance's affairs, it has asked such questions
and received satisfactory answers. Member has carefully read this Agreement and,
to the extent it believes necessary, it has discussed the representations,
warranties and agreements which it makes by signing this Agreement with its
counsel and representatives of the Alliance.

SECTION 4.     TERMINATION AND SUSPENSION OF MEMBERSHIP OR SERVICES

     4.1       TERMINATION BY MEMBER

     Member may terminate its membership in the Alliance and its obligations
under this Agreement effective upon thirty (30) days' advance written notice to
the Board of Directors of the Alliance, provided, however, that such
termination will not relieve Member of any liabilities or obligations incurred
prior to the effective date of termination. Member's membership automatically
terminates upon the voluntary or involuntary dissolution of the Alliance.

     4.2       TERMINATION BY ALLIANCE

     The Alliance may terminate Member's membership in the Alliance and this
Agreement if Member fails to adhere to any Rules or breaches any material
provision of this Agreement (including, without limitation, Sections 2.1, 2.2
and 2.3), and further fails to remedy such failure or breach within thirty (30)
days

FOUNDING MEMBERSHIP AGREEMENT                                             PAGE 4

following receipt of written notice from the Alliance. The Alliance's right to
terminate Member's membership in the Alliance is in addition to any other
rights and remedies that may be available to the Alliance, whether at law, in
equity or otherwise.

     4.3         EFFECT OF TERMINATION

     Upon any termination of this Agreement, Sections 1.2.1, 1.2.2, 1.3, 1.4,
2.2, 4.3, 5 and 6, (together with such other provisions which reasonably can be
construed as surviving termination) will survive termination of this Agreement.

     Upon termination of this Agreement by the Alliance for Member's violation
of Section 1.2.2, Member shall return to the Alliance all source code for the
Libraries of the Alliance together with any and all copies thereof (including
any modified, partial or merged versions), and will deliver to the Alliance a
certificate executed by an officer of Member certifying that it no longer has
any copies of the same in its possession or control, and has requested that
any third parties to which it has disclosed the information pursuant to Section
1.2.1(iv) destroy or return the same to the Alliance. Upon termination of this
Agreement by the Alliance for Member's violation of Section 1.2.2, Member and
any end user may continue to use Member Applications employed prior to such
termination.

SECTION 5.       LIMITATIONS OF LIABILITY AND INDEMNIFICATION

        5.1      LIMITATIONS OF LIABILITY

        MEMBER AGREES THAT IN EXERCISING ITS RIGHTS AND AUTHORITY UNDER THIS
AGREEMENT OR THE RULES, NEITHER THE ALLIANCE OR ANY MEMBER OR AGENT ACTING AT
THE REQUEST OR ON BEHALF OF THE ALLIANCE, OR THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS, WILL, BY VIRTUE OF THIS AGREEMENT OR THE
ARRANGEMENTS DESCRIBED HEREIN, HAVE ANY FIDUCIARY OBLIGATION TO MEMBER OR ANY
OF ITS AFFILIATES. IN NO EVENT WILL THE ALLIANCE OR ANY MEMBER OR AGENT ACTING
AT THE REQUEST OR ON BEHALF OF THE ALLIANCE, OR THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO MEMBER FOR ANY DIRECT, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER BASED UPON
BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY, ARISING
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE ACTIVITIES UNDERTAKEN BY THE
ALLIANCE, EXCEPT THAT THE FOREGOING WILL NOT RELIEVE THE ALLIANCE OR ANY OF ITS
MEMBERS FROM LIABILITY FOR ANY WILLFUL MISCONDUCT OR ANY BREACH OF AN
OBLIGATION OF CONFIDENTIALITY.

     5.2         THIRD-PARTY BENEFICIARIES

     The limitations set forth in this Section 5 will inure to the benefit of
all members or agents of the Alliance acting at the request or on behalf of the
Alliance, and their respective officers, directors, employees and agents, each
being an intended third-party beneficiary of the provisions of Section 5 of
this Agreement.

SECTION 6.       MISCELLANEOUS

       6.1       NOTICES

     Any notices required or permitted to be given or made under this Agreement
will be in writing. Such notices will be deemed to be duly given on the
earliest of (a) actual receipt, irrespective of whether communicated in person,
by telephonic facsimile, telegraph, teletype, electronic mail or other form of
wire or wireless communication, or by mail or private carrier or other method in
which the writing is to be read by the

FOUNDING MEMBERSHIP AGREEMENT                                    PAGE 5

recipient, or (b) on the fifth day after mailing by registered or certified
mail, return receipt requested, postage prepaid and addressed as follows:

          If to the Alliance:      OpenDWG Alliance
                                   1420 Fifth Avenue, 22nd Floor
                                   Seattle, Washington 98101
                                   Tel. 206.224.5655

          Attention:               Executive Director

          If to Member:            Bentley Systems, Incorporated
                                   685 Stockton Drive
                                   Exton, Pennsylvania
                                   19341-0678
                                   Tel 610 458 5000

          Attention:               President

          With copy to:            General Council

Either Member or the Alliance may from time to time change its address for
notification purposes by giving the other party written notice of the new
address and the date upon which it will become effective.

     6.2        ASSIGNMENT

     Subject to any limitations set forth in the bylaws of the Alliance, Member
will be entitled to assign its rights and obligations under this Agreement to
any affiliated corporation or other business entity and to any successor, by
sale, merger or other business combination, to all or substantially all of its
business and assets, provided the successor assumes all obligations of Member
under this Agreement and agrees in writing to be bound hereby.

     6.3        NONWAIVER

     No delay or omission by any party hereto to exercise any right or power
under this Agreement will impair such right or power or be construed to be a
waiver thereof. A waiver by either of the parties hereto of any of the
covenants to be performed by the other or any breach thereof will not be
construed as a waiver of any succeeding breach thereof or of any other covenant
herein contained.

     6.4        SEVERABILITY

     If any provision of this Agreement or the application thereof to any
person or circumstance is, to any extent, held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions or applications of the Agreement will in no way be affected or
impaired thereby.

     6.5        APPLICABLE LAW

     This Agreement will be interpreted, construed and enforced in all respects
in accordance with the laws of the State of Washington without reference to its
choice of law rules. Both parties acknowledge the jurisdiction of, and hereby
irrevocably consent to, venue solely in the state and federal courts located in
King County, Washington for any disputes or actions arising from this Agreement.

FOUNDING MEMBERSHIP AGREEMENT                                             PAGE 6

     6.6        ENTIRE AGREEMENT

     This Agreement sets forth the entire agreement, and supersedes any and all
prior written and oral representations, and agreements, between the parties with
respect to the subject matter hereof, including without limitation all prior
OpenDWG Alliance membership agreements. This Agreement may not be modified or
amended except by written instrument duly executed by an authorized
representative of each party. Any attempted or purported amendment, modification
or waiver that does not comply with this requirement will be null and void. In
the event of any conflict between the terms and conditions of this Agreement,
and the terms and conditions of any other agreement between the parties now or
hereafter in effect, the terms and conditions of this Agreement will govern and
control.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized representatives as of the date
indicated below as being accepted on behalf of the Alliance.

                         Member:        Bentley Systems, Incorporated

                         Address:       685 Stockton Drive, Exton PA 19341

                         Telephone:     (610) 458-5000

                         Facsimile:     (610) 458-1060

                         By:            /s/ Gregory S. Bentley

                         Title:         President

                         Print Name:    Gregory S. Bentley

                         Date:          8/5/99

                         Agreed and Accepted on behalf of:

                         OPENDWG ALLIANCE

                         By:            /s/ Evan C. Yares

                         Title:         Executive Director

                         Print Name:    Evan C. Yares

                         Date:          Aug. 4, 1999

FOUNDING MEMBERSHIP AGREEMENT                                            PAGE 7

                                                                   EXHIBIT 10.36

                   PRODUCT INTEGRATION AND MARKETING AGREEMENT

This Agreement is effective as of the 13th day of October, 1997 (the "Effective
Date") between Electronic Data Systems Corporation, a Delaware corporation
("EDS") and Bentley Systems, Incorporated, a Delaware corporation ("Company").
References herein to Company shall include Company and any of its Affiliates
which exercise any of the rights and licenses set forth in Article III herein.

WHEREAS, EDS is the owner of the Parasolid(R)* Software program; and

WHEREAS, Company is the owner of certain software programs; and

WHEREAS, Company wishes to obtain and EDS wishes to grant to Company a license
to embed a portion of Parasolid Software into such products and to market such
integrated programs on a commercial basis;

NOW THEREFORE, the parties hereto, intending to be legally bound, in
consideration of the payments made, or to be made, as set forth herein, the
mutual promises and covenants herein contained, and for other good and valuable
consideration, hereby agree as follows:

                             ARTICLE I. DEFINITIONS

1.1      Affiliated Products shall mean the software programs owned or licensed
         by Company and any related user manuals, support materials and
         instructions for use published from time to time, and any release,
         version or enhancement thereto.

1.2      Affiliates shall mean company subsidiaries and other entities,
         controlled by Company. "Control" means ownership of more than fifty
         percent (50%) of the outstanding shares or securities (representing a
         right other than as affected by events of default, to vote for election
         of directors or other managing authority) of a particular entity.

1.3      Company Distributors shall mean third parties to whom Company may grant
         the right to demonstrate, market, distribute, reproduce, sublicense and
         support the Integrated Products.

1.4      Company Subdistributors shall mean third parties who are authorized by
         Company Distributors to sublicense the Integrated Products to Licensees
         and to provide associated demonstration, marketing, distribution and
         support.

1.5      Covered Territory shall mean the countries listed in Schedule E hereto
         in which territories EDS licenses the Parasolid Software and all
         countries in which EDS licenses the Parasolid Product in the future.

- ----------

* Parasolid is a registered trademark of Electronic Data Systems Corporation.

                                      -1-

1.6      Embedded Material shall mean the object code portions of the Parasolid
         Product contained within the Integrated Products along with portions of
         the Parasolid Documentation incorporated within the Integrated
         Products.

1.7      Integrated Products shall mean Affiliated Products with the Embedded
         Material embedded therein as identified in Schedule D hereto, including
         any other related user manuals, support materials and instructions for
         use containing Embedded Material that are published from time to time,
         and any release, version, successor or enhancement thereto and all
         Affiliated Products subsequently developed to which the Embedded
         Material is added.

1.8      Licensee shall mean any third party to whom Company, Company
         Distributors and Company Subdistributors sublicenses the Integrated
         Products in accordance with the terms of this Agreement.

1.9      Parasolid Documentation shall mean the user documentation related to
         the Parasolid Software and provided for use with the Parasolid
         Software, including, but not limited to, user manuals, support
         materials and instructions for use, and any revised or additional
         documentation subsequently provided to Company by EDS.

1.10     Parasolid Product shall mean both Parasolid Software and Parasolid
         Documentation.

1.11     Parasolid Software shall mean EDS' Parasolid Software program described
         in further detail in Schedule A and provided to Company in object code
         form under this Agreement and any release, version or enhancement
         thereto subsequently provided generally by EDS or any assignees or
         transferees of such programs to its other similarly situated licensees
         or customers.

1.12     Parasolid Uncommented Source Code shall mean the ASCII codes for
         generation of Parasolid Software with all commentary information
         removed and any further obfuscation that EDS determines is necessary.

1.13     Parasolid Commented Source Code shall mean the complete and
         fully-commented source code for the Parasolid Software including
         programmer's comments, development tools and the pre-compiler source
         code written in human readable form.

1.14     Territory shall mean the countries of the world subject to the
         restrictions contained in Article 13.1 of this Agreement.

1.15     Third Party Consultants shall mean third party, independent consultants
         identified in Schedule G which Company may retain to provide
         development services to assist in the creation of the Integrated
         Products. Schedule G may be amended upon EDS written consent not to be
         unreasonably withheld.

               ARTICLE II. DISTRIBUTORSHIP APPOINTMENT, TERRITORY

2.1      Appointment. During the Term of this Agreement, EDS appoints Company
         (and consents to the sublicense by Company to Company Distributors and
         to their sublicense

                                      -2-

         to Company Subdistributors), and Company accepts such appointment as
         non-exclusive distributor: (i) to market, distribute, support,
         demonstrate, manufacture or to have manufactured, reproduce, to have
         reproduced and sublicense the Embedded Material within the Territory,
         only when embedded within the Integrated Products, for use exclusively
         within the Territory; and (ii) to provide to such Licensees maintenance
         services for the Embedded Material, all in accordance with the terms of
         this Agreement. No company shall be appointed which is known by Company
         to be engaged in a dispute or litigation with EDS relating to such
         company's failure to abide by a technology license or distribution
         obligations to EDS, or relating to an intellectual property right of
         EDS, or which has been identified by EDS in writing in advance as
         objectionable. In evaluating, qualifying and selecting new Distributors
         and Subdistributors, Company and its Distributors shall consider the
         candidate's sales, training and support capabilities, financial
         condition, reputation, experience of previous customers, representation
         of competitive products, and willingness to accept the terms of the
         applicable distributor agreement to include, without limitation, the
         Distributor and Subdistributor flow down requirements of this
         Agreement.

2.2      Territory. Company shall not authorize Company Distributors or Company
         Subdistributors or Licensees to export or reexport the Integrated
         Products to any country specified as a prohibited destination
         accordance with applicable U.S. laws, regulations and ordinances,
         including the Regulations of the U.S. Department of Commerce and/or
         other governmental agencies. Company agrees to defend, indemnify and
         hold harmless EDS from and against any claim, loss, liability, expense,
         or damage (including fines and legal fees) incurred by EDS with respect
         to any breach of this obligation.

         Company will comply with all Territorial laws and regulations and, at
         its sole expense, shall make all filings and obtain all governmental
         approvals required in each country contained therein with respect to
         the licensing and protection of the Embedded Material, including,
         without limitation, import license and technology transfer laws, that
         may be necessary to realize the purposes of this Agreement
         ("Governmental Approvals"). Although Company will be responsible for
         obtaining the necessary Government Approvals at its sole cost and
         expense, EDS shall provide Company with reasonable assistance in
         obtaining Governmental Approvals and Company will reimburse EDS for any
         reasonable, direct costs associated with such assistance. Company shall
         use reasonable efforts not to commence or continue marketing or
         sublicensing Embedded Material in any jurisdiction outside of the
         Covered Territory in which Company knew at a management level of
         director or more senior that such activity would, as of the time such
         activity is commenced or continued, prejudice EDS' proprietary rights
         in the Parasolid Product under the laws or business customs of that
         jurisdiction.

                      ARTICLE III. SOFTWARE LICENSE GRANT

3.1      Grant of Parasolid Product & Embedded Material License.

         A.       EDS grants to Company and Company accepts from EDS the
                  following nonexclusive, nontransferable (except as provided
                  herein) licenses:

                                      -3-

         I.       To duplicate and use, a reasonable number of copies of the
                  Parasolid Product for the sole purpose of developing the
                  Integrated Products.

         II.      To duplicate and use a reasonable number of copies of the
                  Integrated Products including the Embedded Material, in
                  executable form only, for the sole purpose of demonstrating
                  the Integrated Products.

         III.     To market, distribute and sublicense an unlimited number of
                  copies of the Embedded Material to Licensees for any term of
                  usage in accordance with the terms of this Agreement, in
                  executable form only and only when embedded within the
                  Integrated Products.

         IV.      To duplicate and use a reasonable number of copies of the
                  Parasolid Product, for the purpose of providing maintenance
                  and support services to the Company Distributors, Company
                  Subdistributors and Licensees in accordance with the terms of
                  this Agreement.

         V.       If Parasolid Uncommented Source Code is provided subject to
                  Article 14.1, to duplicate and use a single copy of the
                  Parasolid Uncommented Source Code for the purpose of porting
                  to and performing investigations of new hardware and software
                  platforms or to investigate and define problems, including the
                  creation of emergency bug fixes.

         VI.      To duplicate the Embedded Material as a portion of the
                  Integrated Product for distribution to Licensees in accordance
                  with the terms of this Agreement.

         VII.     To allow Company, Company Distributors or Company
                  Subdistributors to contract with third parties to provide
                  duplication service for the Integrated Products for the sole
                  purpose of providing such copies to Company or providing such
                  copies directly to Licensees, subject to execution of a
                  non-disclosure agreement with such parties with terms no less
                  stringent than those with which Company must comply hereunder.

         VIII.    To allow Company to provide EDS Confidential Information
                  (including the Parasolid Product) to Third Party Consultants
                  only after such Third Party Consultant has entered into a
                  written confidentiality agreement with terms no less
                  restrictive than as set forth in this Agreement. Any such
                  confidentiality agreement will specifically include, but not
                  be limited to, language which prohibits such Third Party
                  Consultants from (i) using EDS Confidential Information for
                  any other purpose other than developing the Integrated
                  Products for Company and (ii) distributing or marketing all or
                  any portion of the output of any development effort that uses
                  EDS Confidential Information.

         IX.      To duplicate the Embedded Material when contained within the
                  Integrated Product to potential Licensees for the purposes of
                  evaluation ("Evaluation Licenses"). Such copies shall be
                  subject to the requirements of Article 3.6 and the term of
                  Evaluation Licenses shall not exceed ninety (90) days. Company
                  shall require the Licensee with an Evaluation License to
                  either destroy, disable or

                                      -4-

                  return the Integrated Products to Company, Company Distributor
                  or the Company Subdistributor, as applicable, upon expiration
                  of the evaluation period. It shall be the responsibility of
                  Company to assure that potential Licensees are advised in
                  writing of any disabling devises that may be included within
                  the Integrated Product.

         X.       To provide an Application Program Interface (API) as, or as
                  part of, an Integrated Product which provides access to the
                  Parasolid Software via Company's own programming interface
                  functions. Company may not provide direct access to the
                  Parasolid Software API. Company may incorporate portions of
                  the Parasolid Documentation, creating derivative works
                  therefrom, to document those parts of Company's API which
                  utilize the Parasolid Software.

B.       EDS grants to Company the right to further sublicense the rights
         granted pursuant to Article 3.1A (exclusive of Articles 3.1A(I),
         3.1A(V), 3.1A(VI) and 3.1A(VIII)) to Affiliates and to Company
         Distributors (with a right of further sublicense to Company
         Subdistributors). The sublicense to Company Distributors and Company
         Subdistributors is conditioned upon execution of (or previous execution
         of) a license agreement with Company or Company Distributor that is no
         less stringent than the agreement executed between Company and EDS.

         Except as set forth above, Company may not copy the Parasolid Software
         except as required for back-up, archival or emergency restart purposes,
         or to replace a worn copy. Company shall not cause or authorize the
         modification, reverse engineering, disassembly or decompilation of the
         Parasolid Software or any portion thereof. EDS reserves all rights in
         the Parasolid Software, Parasolid Documentation, Parasolid Uncommented
         Source Code, Parasolid Commented Source Code and Embedded Materials not
         expressly granted in this Agreement.

C.       Notwithstanding the rights granted in Paragraphs A and B of Article 3.1
         above, Company will not undertake and will not assist Company
         Distributors or Company Subdistributors in any advertising campaigns or
         marketing or promotion programs for the Integrated Products
         specifically targeting the EDS product known as Unigraphics or making
         inaccurate or false assertions concerning the data compatibility
         between Unigraphics and Company's Integrated Products. This restriction
         does not prohibit Company, Company Distributors or Company
         Subdistributors from, among other activities, (i) undertaking any
         advertising campaigns, marketing or promotional programs for Integrated
         Products addressed to the marketplace, specific industries, or
         collectively to the customers of Company's principal competitors, or
         (ii) licensing to any Unigraphics licensee. Company represents that it
         has a clause in its Company Distributor agreements and it is an
         obligation of Company Distributors to impose on Company Subdistributors
         a provision that states, in general that, Company Distributors are
         prohibited from making false claims concerning Company Products.
         Company will promptly and actively enforce and discipline Company
         Distributors and Company Subdistributors that use or attempt to use
         marketing campaigns against the EDS owned product Unigraphics that are
         based on false

                                      -5-

         claims. The parties agree that if EDS acquires the product now called
         Solid Edge, this product or any derivatives thereof shall not be
         included in the definition of Unigraphics as it relates to this Article
         3.1.C.

3.2      Enforcement. Company will diligently enforce the terms of the
         agreements of Company, Company Distributors and Company Subdistributors
         related to restrictions on use, confidentiality, duplication and
         reverse engineering of the Integrated Products. If EDS receives
         information which reasonably supports the conclusion that a Company
         Distributor or a Company Subdistributor is in breach of any provision
         of its distributor agreement, EDS will issue written notice and Company
         shall enforce or shall cause such Company Distributors to enforce such
         agreement and EDS may require that Company promptly deliver to EDS a
         copy of the applicable distributor agreement and shall provide
         reasonable cooperation to EDS with any reasonable action deemed
         appropriate by EDS. EDS is a third party beneficiary to and shall have
         the right to enforce such agreements directly if desired by EDS.

3.3      Injunctive Relief. Both EDS and Company will be entitled to injunctive
         relief, including preliminary and other interim relief, against any
         violation of the provisions of this Agreement relating to the
         Confidential Information (as defined in Article 10.2) of either party.
         Both parties agree that any violation of Articles 3.5, 3.7, or Article
         X would cause "irreparable injury" for purposes of an injunction
         hearing only.

3.4      Ownership. Parasolid Software, Parasolid Documentation, Parasolid
         Uncommented Source Code, Parasolid Commented Source Code and the
         Embedded Material together with all modifications thereof and all
         copies thereof shall remain the sole property of EDS and shall be
         subject to the provisions of this Agreement. Company will have no
         rights in or to the Parasolid Software, Parasolid Documentation,
         Parasolid Uncommented Source Code, Parasolid Commented Source Code or
         the Embedded Material except as stated in this Agreement. Company shall
         own all right, title and interest throughout the world, including
         without limitation, patent, copyright and trade secret rights, in the
         Affiliated Products and the Integrated Products except with respect to
         the Embedded Material.

3.5      Copyright. Company acknowledges that EDS claims copyright protection in
         the Parasolid Software, Parasolid Documentation, Parasolid Uncommented
         Source Code, Parasolid Commented Source Code and the Embedded Material.
         Company will not copy or make any modifications to any portion thereof,
         for any purposes, except as permitted by this Agreement or otherwise
         agreed to in writing by EDS. EDS acknowledges that Company claims
         copyright protection in Affiliated Products exclusive of the Embedded
         Materials. Company and EDS agree that the respective copyright notices
         will appear in the section where Company acknowledges other licensor's
         technology and substantially as set forth in Schedule B to this
         Agreement. In duplicating the Parasolid Software and the Parasolid
         Documentation, Company will reproduce all copyright and other
         proprietary rights notices contained in or affixed to the respective
         Parasolid Software and Documentation. Company will not add to, remove,
         obstruct, conceal, change or deface any trademark, logo or other
         commercial designation of EDS on or in, or permanently affixed or
         attached to, the Parasolid Software or the Parasolid Documentation.
         Company

                                      -6-

         shall indemnify and hold harmless EDS against any loss, cost, or
         expense, including reasonable attorney fees, suffered by EDS as a
         direct result of Company's use of a copyright or proprietary notice
         that does not substantially conform to Schedule B.

3.6      Embedded Material Sublicense Requirements. Company shall and shall
         cause the Company Distributors and Company Subdistributors to deliver
         with every Integrated Product delivered to a Licensee a sublicense
         agreement (a "Software License Agreement") which shall substantively
         provide that:

         I.       The Licensee may use the Integrated Product for internal use
                  only in the Territory;

         II.      The Licensee is granted a nonexclusive license as set forth in
                  the applicable license agreement, and may not transfer or
                  further sublicense the Integrated Products without Company's
                  written approval;

         III.     The Licensee may not provide access to or use of the
                  Integrated Products to any third parties without restrictions
                  on confidentiality;

         IV.      A statement that the Integrated Products contain and consist
                  of proprietary and confidential trade secret information of
                  Company and its licensors and Licensee shall hold the
                  Integrated Product and such information in strict confidence
                  and shall take at least the same precautions to protect the
                  confidentiality of the Integrated Products and such
                  information as it takes for its own confidential and
                  proprietary information of like importance, but in no event
                  less than reasonable care. Licensee agrees further not to
                  disclose, provide or otherwise make available the Integrated
                  Products or such information in any form to any person other
                  than Licensee's employees with a need to know;

         V.       The Licensee may not remove any proprietary notice or other
                  legend from the Integrated Products and shall reproduce such
                  proprietary notice or legend within and/or upon any copies and
                  partial copies thereof;

         VI.      The Licensee shall not translate, decode, disassemble,
                  decompile, alter or reverse engineer Integrated Products, use
                  the Integrated Products or documentation sets accompanying the
                  Integrated Products to develop functionally similar computer
                  software;

         VII.     The Licensee may not copy the Integrated Products beyond
                  making archive or backup copies thereof and otherwise as may
                  be permitted by the Software License Agreement;

         VIII.    The Licensee acknowledges that the Integrated Products may
                  contain software and technical data which may be subject to
                  United States, United Kingdom and other countries laws and
                  regulations regarding export of software and technical data.
                  Licensee agrees to comply with the export laws and regulations
                  of the United States and the United Kingdom as they apply to
                  exports of the Integrated

                                      -7-

                  Products. In the event that U.S. and United Kingdom laws are
                  in conflict, the more restrictive law shall prevail.

         IX.      Licensee understands that neither Company nor its suppliers
                  are responsible for Licensee's use of the Integrated Product
                  or the results from such use. Company shall include language
                  which limits its supplier's liability for a breach of
                  Company's maintenance service obligations to a maximum of the
                  fees paid by the Licensee to Company.

         In addition, all Software License Agreements shall include all
         provisions that may be (i) required by the laws of the jurisdictions in
         which the Licensee is located; (ii) required by U.S. laws applicable to
         the license and delivery of technology abroad by persons subject to the
         jurisdiction of the U.S.; and (iii) required by United Kingdom laws
         applicable to the license and delivery of technology abroad by persons
         subject to the jurisdiction of the United Kingdom.

         The parties agree that a shrink-wrap license agreement which contains
         the provisions to the effect of those set forth above, will be
         sufficient to satisfy the requirements of this Article 3.6. Such
         shrink-wrap license agreement will be packaged with a registration card
         ("Registration Card") which will contain a statement that the Licensee
         agrees to be bound by the terms of the Software License Agreement.

3.7      Licensing to the U.S. Government. When licensing to the United States
         Government and/or its Agencies, Company will license the Integrated
         Products under Company's commercial agreement terms. If licensing under
         United States Government contract provisions, Company will apply
         appropriate Restricted Rights legends to the Integrated Products and
         will take all reasonable steps to ensure that the rights granted are
         Restricted Rights to commercial computer software developed at private
         expense as prescribed under the clauses listed below or their successor
         provisions, as applicable:

         -DFARS 252.227-7013, Rights in Technical Data and Computer Software.

         -DFARS 252.227-7037, Validation of Restrictive Markings on Technical
         Data.

         -NFARSUP 18-52.227-86 Commercial Computer Software - Licensing.

         -NFARSUP 18-52.227-19 Commercial Computer Software - Restricted Rights.

         -FAR 52.227-14, Rights in Data-General.

         -FAR 52.227-19, Commercial Computer Software - Restricted Rights.

         When licensed to the U.S. Government, Company will apply appropriate
         Restricted Rights legends to the Integrated Products and will take all
         reasonable steps to ensure that the Integrated Products are treated as
         restricted rights commercial computer software under the appropriate
         clauses listed above. Company shall indemnify EDS and hold it harmless
         against any loss or damage EDS may suffer as a result of Company's
         breach of its obligations set forth in this Article 3.7.

         In the event the U.S. Government challenges Company's claim of rights
         in the Integrated Products and/or of its right to assert restricted
         rights in the Integrated Products against the U.S. Government, Company
         agrees to use reasonable efforts to provide such proof as

                                      -8-

         may be required to substantiate its claim in accordance with the above
         named clauses. Upon Company's request, EDS agrees to cooperate with
         Company to provide such proof as may be required to substantiate
         Company's claim with the above named clauses relative to the Embedded
         Material. Company agrees further to notify EDS of such challenge
         promptly and to permit EDS, at its own risk and expense, to participate
         in the defense of such challenge.

         Company represents and warrants that (i) the Affiliated Products or
         portions thereof developed by Company have not been developed under a
         government contract and (ii) the Affiliated Products or portions
         thereof licensed to Company by third parties have been developed at
         private expense and not under a government contract. Company agrees
         further that it will not employ public funds in the development of the
         Integrated Products or any modifications, enhancements or versions
         thereof which result in a grant to any governmental entity of any
         ownership in or of the Embedded Materials.

3.8      Enforcement for Licensees. Company will use reasonable efforts to
         enforce diligently against the Licensee the Software License Agreement
         provisions related to restrictions on use, confidentiality, duplication
         and reverse engineering of the Integrated Products. If EDS receives
         information which reasonably supports the conclusion that a Licensee is
         in breach of any such provision of its Software License Agreement, EDS
         will issue written notice and Company shall enforce and cause Company
         Distributors to enforce such Software License Agreement and EDS may
         require that Company promptly deliver to EDS a copy of the applicable
         Software License Agreement including the executed Registration Card, if
         such Registration Card has been returned to Company, and shall provide
         its reasonable cooperation to EDS with any action deemed appropriate by
         EDS. Company's obligations under this Article 3.8 will survive
         termination or expiration of this Agreement.

                             ARTICLE IV. TRADEMARKS

4.1      Trademark License and Use. EDS hereby grants to Company and Company
         hereby accepts a nonexclusive, royalty-free license in the Territory to
         use the trademark "Parasolid" and such other trademarks (other than
         "EDS" or any form thereof) as EDS may adopt with respect to the
         Parasolid Product, which EDS shall provide written notice to Company of
         (the "Trademarks"), and to grant Company Distributors and Company
         Subdistributors a license to use the Trademarks, in connection with the
         licensing, marketing and distribution of the Integrated Products
         hereunder, subject to the restrictions on use contained herein.

4.2      Trademark Notices. Marketing materials used by Company, Company
         Distributors and Company Subdistributors with respect to the Integrated
         Products that contain the EDS Trademarks shall insert the appropriate
         designation (TM for unregistered trademarks and a capital R surrounded
         by a circle for registered trademarks) provided by EDS following the
         first conspicuous use thereof and shall also contain the following
         legend: "Parasolid is a registered trademark of Electronic Data Systems
         Corporation", and such other trademark notices and legends as EDS may
         reasonably require.

                                      -9-

4.3      EDS' Goodwill and Proprietary Rights. Company recognizes the
         substantial goodwill associated with the Trademarks and acknowledges
         that such goodwill belongs exclusively to EDS. EDS shall from time to
         time communicate to Company quality standards associated with the
         Trademarks and Company agrees to abide and comply with any reasonable
         request of EDS to examine the use of such Trademark and compliance with
         EDS' quality standards. Upon EDS' request, Company shall deliver to EDS
         a list of the jurisdictions in which Company has commenced marketing
         the Integrated Products. Upon EDS' further request, Company shall
         deliver to EDS free of cost twelve (12) specimens of each of the
         Trademarks in each jurisdiction in which such Trademark is used by
         Company for trademark registration purposes in compliance with
         application laws; provided that Company shall have no obligation to use
         the Trademarks and EDS shall have no obligation hereunder to obtain any
         such registration. Company shall provide reasonable assistance in
         connection with any such registrations as EDS may request.

                         ARTICLE V. COMPANY OBLIGATIONS

5.1      Company Obligations. During the Term of this Agreement, Company will
         comply with its obligations set forth below:

         I.       Except with respect to the initial disclosure of the Parasolid
                  Product from EDS to Company and EDS' obligations pursuant to
                  Article 6.1, Company will obtain all necessary import and
                  export licenses for the Integrated Products.

         II.      Company will notify EDS of any transfer of the Parasolid
                  Product (except when incorporated into an Integrated Product),
                  from the Designated Location as defined in Article 7.2 to
                  another Company owned or controlled Designated Location or a
                  Third Party Consultant. Company is prohibited from
                  transferring the Parasolid Commented Source Code or the
                  Parasolid Uncommented Source Code from the Designated location
                  as defined in Article 7.2 without EDS' prior written consent.

         III.     Company will not use, disclose, copy, modify, amend or alter
                  the Parasolid Software or any part thereof, or induce or
                  procure any person to do the same, except as otherwise set
                  forth in this Agreement.

         IV.      Company will diligently promote, license, support and maintain
                  the Integrated Products in the Territory using commercially
                  reasonable efforts commensurate with the type of product and
                  scope of the potential market; provided, however, that Company
                  does not guarantee any minimum royalty pursuant to Article
                  VIII; except for Flat Royalty Fees as described in Schedule F
                  to this Agreement if such fees are in accordance with such
                  schedule.

         V.       Company will be responsible for providing to all Licensees
                  under any applicable warranty or maintenance agreement between
                  Company and Licensees all first-line support for the
                  Integrated Products, including hot-line telephone support, and
                  general customer support services.

                                      -10-

         VI.      Company will ensure that proper audit controls and operating
                  methods are implemented by Company, Company Distributors and
                  Company Subdistributors to protect the Integrated Products,
                  including establishing adequate procedures and safeguards with
                  respect to the non-disclosure of the Integrated Products by
                  Company. EDS agrees that disclosure of the Integrated Products
                  to a Licensee in accordance with Article 3.6 hereof and
                  execution of a distributor agreement between Company and
                  Company Distributors and between Company Distributors and
                  Company Subdistributors will presumptively meet the
                  requirements of this Article 5.1(VI).

                ARTICLE VI. EDS OBLIGATIONS AND REPRESENTATIONS

6.1      EDS Obligations. During the Term of this Agreement, EDS will comply
         with its obligations set out below:

         I.       EDS will provide Company with maintenance services in
                  accordance with Article IX hereof and any additional technical
                  support services relating to Parasolid Product which may be
                  agreed to in writing between EDS and Company from time to
                  time.

         II.      EDS will diligently work towards the completion of the
                  development services described in Schedule C as applicable
                  upon the time frame and costs set forth therein ("Development
                  Services").

         III.     EDS will keep Company informed periodically of EDS' intentions
                  for further development of Parasolid Software.

         IV.      EDS shall not unilaterally attempt to cancel this Agreement
                  during the initial [* * *] term except in the event of
                  Company's material breach of its obligations hereunder after
                  following the process described in Article 12.2.

         V.       EDS represents that to the best of its knowledge, there is no
                  current pending claim or litigation against EDS which involves
                  the Parasolid Product which may adversely affect EDS' ability
                  to perform its obligations or diminish Company's rights under
                  this Agreement and EDS will promptly inform Company of any
                  pending claim or litigation throughout the Term of this
                  Agreement.

         VI.      EDS has and will continue to use commercially reasonable
                  efforts to render the Parasolid Software, Embedded Materials
                  and Parasolid Uncommented Source Code free of computer viruses
                  throughout the Term of this Agreement.

         VII.     EDS will not include, without providing Company with prior
                  written notice, throughout the Term of this Agreement, any
                  features which will disable the Parasolid Software or render
                  the Parasolid Software incapable of operation.

         VIII.    EDS in performing this Agreement, will comply with all
                  applicable existing and future laws and regulations.

- --------------------
* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -11-

                       ARTICLE VII. DELIVERY/INSTALLATION

7.1      Delivery/Installation. Upon execution of this Agreement, EDS will cause
         the delivery of one (1) copy of the Parasolid Product to Company at the
         address designated in Article 7.2 below ("Designated Location"), within
         fifteen (15) days after execution of this Agreement subject to
         Company's payment of all tariffs, duties, taxes, shipping and insurance
         expenses and all other charges and related amounts associated with the
         shipment and delivery of the Parasolid Product.

         Installation of the Parasolid Product shall be the responsibility of
         Company and shall be deemed to occur ten (10) days after Company's
         receipt of the Parasolid Software (the "Installation Date").

7.2      Designated Location: The Parasolid Product will initially be installed
         at the following site:

                  Bentley Systems, Incorporated
                  690 Pennsylvania Drive
                  Exton, PA 19341

         Upon the request of Company, EDS will deliver one copy of the Parasolid
         Product to additional Company or Company controlled locations which
         Company may designate. The restrictions on transfer of a Parasolid
         Product shall not apply to the Embedded Material when incorporated into
         an Integrated Product.

                          ARTICLE VIII. FEES AND TAXES

8.1      Royalty Fees.

         Royalty Fees payable to EDS by Company for the sale of licenses and
         maintenance services associated with the licensing of the Integrated
         Products by Company, Company Distributors and Company Subdistributors
         hereunder are set forth in Schedule F hereto (the "Royalty Fees"). All
         payments to EDS under this Agreement shall be made in lawful money of
         the United States of America.

8.2      No License and Maintenance Fees

         EDS has granted the Parasolid Development License(s) to Company, and
         has agreed to provide Maintenance and Support as described in Article
         9, for the initial [ * * * ] term of this Agreement for the
         Parasolid Product at no additional charge.

8.3      EDS' Charges for Other Services. The charges payable to EDS for
         additional services other than Software Maintenance services described
         in Article 9 hereof will be invoiced to Company as they occur with
         payment due within thirty (30) days from receipt of the invoice. All
         fees and other charges under this Agreement will be payable to EDS
         within thirty (30) days of receipt of EDS' invoice, or if the services
         will result in the development of deliverable items, within thirty (30)
         days of acceptance of those items by

- ---------------

* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
        OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
        PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -12-

         Company based on mutually acceptable criteria established in writing by
         the parties prior to EDS initiation of development services. EDS
         reserves the right to assess on all past due amounts, a late payment
         fee equal to one percent (1%) per month.

8.4      Set-Off. No claims for or deductions in respect to expenses incurred by
         Company or EDS in the performance of their duties under this Agreement
         will be made or allowed, except to the extent agreed in advance in
         writing by the parties.

8.5      Taxes and Duties. Any taxes, duties, related penalties, service fees or
         levies of whatsoever nature and wheresoever imposed under any law of
         the Territory arising from the licensing of Parasolid Product to
         Company or from the licensing of the Embedded Material as part of the
         Integrated Products by Company, Company Distributors and Company
         Subdistributors or provision of services hereunder, will be borne and
         paid by Company, or Company will reimburse EDS if EDS is required to
         make payment thereof. All charges hereunder will be quoted exclusive of
         sales tax, use tax, value added tax, import duties and other taxes and
         duties (however designated or levied). Company shall take all steps
         which EDS may reasonably request at EDS's sole cost and expense to
         enable EDS to obtain any tax credits or other benefits which may now or
         hereafter be available to EDS under the laws of the United States or
         any other jurisdiction with respect to the transactions contemplated by
         this Agreement, including, but not limited to, any tax benefits
         available under United States laws related to foreign source income.
         Notwithstanding anything herein to the contrary, under no circumstances
         will Company be responsible for taxes based upon EDS' income or
         required to be paid as condition of EDS' doing business.

8.6      Report of Activity and Records.

         I.       Within forty five (45) days from the end of each calendar
                  quarter, Company will submit to EDS reports with respect to
                  Company's Company Distributor's and the Company
                  Subdistributor's activities hereunder for the respective
                  calendar quarter, detailing the basis for payment to EDS with
                  respect to such period. Such reports shall be sent to the
                  Maryland Heights, MO address contained in Article 15.5,
                  Attention: W. Lockley, M/S 6801040 and shall contain the
                  following information for the sale of Integrated Products
                  which are subject to sliding scale Royalty Fees associated
                  with Revenue (as defined in Schedule F); (a) the names of the
                  Licensee(s) that are registered customers, which shall mean
                  all Licensees that have returned a Registration Card during
                  such period, and the location(s) of the respective Integrated
                  Products by city and country; (b) the number of Integrated
                  Products licenses granted during the quarter; and (c) a
                  calculation, of the related Royalty Fees due to EDS with
                  respect to Integrated Products for such quarter using Schedule
                  F. EDS recognizes that Company's customer and Distributor
                  lists are extremely important and valuable to Company.
                  Therefore, EDS agrees that the information provided under this
                  Article will not be used for any purpose other than verifying
                  amounts owed hereunder and EDS specifically agrees not to make
                  any of this available to any third parties or to solicit any
                  of Company's customers or Distributors utilizing any of the
                  information obtained under this Article. EDS agrees that any
                  and all information provided by Company under this Article
                  8.6(I)

                                      -13-

                  shall be considered Confidential Information and shall be
                  treated in the manner set forth in Article 10.

         II.      Company will keep, maintain and preserve for at least three
                  (3) years after the applicable transaction(s) full and
                  accurate accounts and records of all transactions relating to
                  the Integrated Products, examination of which would enable EDS
                  to audit the statements submitted by Company hereunder and to
                  confirm Company's compliance with the requirements of Article
                  8.6 I and II. No more than once per year or whenever EDS
                  learns about a breach or suspected breach of this Agreement or
                  as may be required by court order, and then only upon
                  reasonable written notice, Company shall allow the authorized
                  representatives of EDS to have access to and inspect such
                  books and records during Company's regular business hours. EDS
                  will complete such inspection as expeditiously as possible,
                  and Company will provide such supplementary information and
                  explanation reasonably necessary to explain fully the
                  information contained in its books, records and accounts.

                        ARTICLE IX. SOFTWARE MAINTENANCE

9.1      Parasolid Maintenance. EDS will provide maintenance services
         ("Maintenance Services") to Company for the Parasolid Software provided
         hereunder in accordance with Article IX, at no cost during the Term of
         this Agreement. EDS will provide to Company pursuant to this Article
         IX, maintenance services that are consistent with those generally
         provided to EDS' commercial Parasolid customers. It shall be Company's
         responsibility to incorporate any changes, updates, corrections or
         other information furnished by EDS into the Integrated Products.
         Company agrees to designate a reasonable, mutually agreed number of
         employees to communicate all maintenance service requests to EDS and to
         serve as the recipient of all EDS maintenance services.

         Company shall be solely responsible for providing maintenance of the
         Integrated Products to all Licensees, Company Distributors and Company
         Subdistributors. As described below, EDS shall be responsible for
         providing support and maintenance of the Parasolid Materials to
         Company.

         EDS will accept from Company only, telephone, fax, mail or electronic
         notification of Errors (as defined below) identified by Company, during
         EDS' standard business hours at its offices in Cambridge, England,
         except on holidays recognized by EDS.

         I.       Maintenance Services will consist of the following: EDS will
                  notify Company of any release, "patch release" or interim
                  version of the Parasolid Product which is available to any
                  other user of the Parasolid Product, which release may contain
                  updates, enhancements and/or improvements to the Parasolid
                  Product. As soon as such version is available for release, and
                  upon Company's request, EDS will deliver to Company for
                  incorporation into the Embedded Material one (1) copy, in
                  object code library format of any such release or version
                  along with any revised or additional material and installation
                  instructions. Six (6) months following shipment of any new
                  release, EDS will cease to maintain the prior release;

                                      -14-

                  provided however, that if EDS supports such release at no
                  charge for any other Parasolid licensee than EDS shall do the
                  same for Company. Support for replaced versions of the
                  Parasolid Product will be available for purchase by Company at
                  standard EDS time and material rates for a limited period of
                  time as determined by EDS.

         II.      Correction of Errors. Company may report any suspected
                  failure, identified by either Company or its Licensee(s), of
                  the Parasolid Software to perform substantially in accordance
                  with the specifications contained in the most current
                  Parasolid documentation (an "Error") to EDS, in writing or via
                  E-mail, accompanied by a detailed description and
                  documentation of the suspected Error. EDS will acknowledge
                  that it has received notice from Company of an Error. EDS and
                  Company shall agree on whether to classify an Error as
                  noncritical or critical. EDS will investigate the facts and
                  circumstances related to each suspected Error. Company agrees
                  to cooperate fully with EDS' investigation. If this
                  investigation reveals that the Parasolid Software contains and
                  Error, EDS will use its reasonable efforts to correct the
                  Error or provide a "work-around" solution, at EDS discretion.
                  EDS will use reasonable efforts (i) to correct Errors other
                  than Critical Errors or furnish a work-around solution for
                  such Errors within [ * * * ] after Company reports the error
                  and (ii) to include the corrected noncritical Error fix in the
                  next release of the Parasolid Software. Company may request
                  that an Error be designated as a Critical Error by notifying
                  EDS in writing at the time the Error is reported or at any
                  time thereafter. Upon mutual agreement that an Error is a
                  Critical Error, EDS will use reasonable efforts (i) to correct
                  the Critical Error or furnish a work-around solution for such
                  Error within [ * * * ] after Company reports the Error and
                  (ii) include the corrected Critical Error fix in a "patch
                  release" of the Parasolid Software. For purposes of this
                  Agreement, "Critical Error" shall mean an Error which results
                  in significant loss of functionality (such as reproducible,
                  abnormal, material terminations and significant functional,
                  material regressions from the previous release) as mutually
                  determined by the parties, which determination will be made in
                  good faith.

                     ARTICLE X. PROTECTION/CONFIDENTIALITY

10.1     Protection. Company will at all times recognize and protect EDS' right
         to and ownership of all copyright, inventions or trade secrets embodies
         in the Parasolid Software, Parasolid Documentation and Embedded
         Material regardless of whether patents have been issued thereon, and
         will not in any way act or omit to act in such a way as to harm the
         rights in such intellectual property or as in inconsistent with the
         intellectual property rights EDS has in the Parasolid Software,
         Parasolid Documentation and Embedded Material. Company will cooperate
         fully with EDS in all legal actions to protect the aforementioned
         rights at the expense of EDS. Company will include obligations
         comparable to those contained in this Article 10.1 within its
         agreements with Company Distributors and will cause the Company
         Distributors to include comparable obligations within Company
         Subdistributors agreements.

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* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
        OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
        PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -15-

10.2     Confidentiality. For purposes of this Agreement "Confidential
         Information" shall mean the Parasolid Software, Parasolid
         Documentation, Affiliated Products, Embedded Material, Integrated
         Products, the proprietary and trade secrets contained therein,
         information concerning Parasolid maintenance services provided by EDS
         under this Agreement, the terms and conditions of this Agreement and
         any other information of either party which is disclosed to the other
         party as Confidential Information pursuant to this Agreement.
         Confidential Information may be disclosed orally or in writing. As part
         of the oral disclosure of Confidential Information, the information
         considered confidential and the confidentiality thereof shall be
         reasonably identified by the party disclosing such information and,
         within ten (10) days after disclosure, the Confidential Information
         included in such disclosure shall be summarized in writing and such
         summary shall be delivered to the recipient. Written disclosures of
         Confidential Information shall be conspicuously marked with the legend
         "Confidential Information" (or terms of similar meaning) and shall
         provide reasonable identification of the information considered
         confidential. Confidential Information shall include, but not be
         limited to, trade secrets, know-how, inventions, algorithms, structure
         and organization of software programs, schematics, contracts, customer
         lists, financial information, sales and marketing plans and business
         plans. Company and EDS hereby agree: (i) to hold Confidential
         Information in strict confidence and not to make it available to any
         third party, except as is necessary for the proper performance of its
         obligations under this Agreement; (ii) to impose confidentiality
         restrictions upon the parties to whom any Confidential Information is
         disclosed; (iii) to take at least the same precautions to protect the
         Confidential Information as it takes for its own confidential and
         proprietary information of like importance, but in no event less than
         reasonable precautions; and (iv) to refrain from using the Confidential
         Information for any purpose other than the purposes for which that
         Confidential Information was disclosed to it.

10.3     Exceptions to Confidentiality. The foregoing provisions in Article 10.2
         will not prevent either party from disclosing information which is: (i)
         already known by the recipient party without an obligation of
         confidentiality, which the recipient party shall prove by clear and
         convincing evidence; (ii) publicly known or becomes publicly known
         through no unauthorized act of the recipient party; (iii) rightfully
         received from a third party; (iv) independently developed by the
         recipient party without use of the other party's Confidential
         Information which the recipient party shall prove by clear and
         convincing evidence; (v) approved in writing by the other party for
         disclosure; or (vi) required to be disclosed pursuant to a requirement
         of a governmental agency or law so long as the disclosing party
         provides the other party with written notice of such requirement before
         any such disclosure so as to afford the other party an opportunity to
         intervene and prevent the disclosure.

10.4     [ * * * ]

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* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
        OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
        PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -16-

         [* * *]

       ARTICLE XI. WARRANTY/DISCLAIMER/INDEMNITY/LIMITATION OF LIABILITY

11.1     Warranty and Disclaimer.

         (a)      EDS Warranty. EDS warrants to Company that the initial master
                  copies of Parasolid Software provided to Company for use under
                  this Agreement will conform substantially to its most current
                  Parasolid Documentation for a period of ninety (90) days
                  following the date of installation of the initial copies of
                  Parasolid Software ("Initial Software Period").

                  EDS' entire liability and Company's exclusive remedy with
                  respect to defects in the Parasolid Software reported to EDS
                  during the Initial Software Period shall be that EDS will use
                  reasonable efforts to correct or furnish a work-around
                  solution for an Error in accordance with Maintenance Service
                  procedures set forth in Article IX. If EDS is unable to cure
                  such Error or furnish a work-around solution, Company's
                  exclusive remedy shall be to return the Parasolid Software and
                  this

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* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
        OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
        PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -17-

                  Agreement shall terminate. If after the Initial Software
                  Period, EDS is unable to correct a confirmed Error or furnish
                  a work-around solution in accordance with the Parasolid
                  Maintenance Service provisions of Article IX contained herein.
                  Company may terminate this Agreement in accordance with
                  Article XII. EDS acknowledges Company's right, in conjunction
                  with such termination, to seek remedies under law for damages
                  incurred by Company as a result of EDS' failure to fix or
                  furnish a work around solution for the Error, subject to
                  Article 15.9 and the limitations of Articles 11.4 and 11.5.

         (b)      Company Warranty. Company warrants that it is legally
                  qualified in the Territory to perform the services
                  contemplated by this Agreement. Company will, in performing
                  its obligations under this Agreement, comply with all
                  applicable existing and future laws, regulations (including,
                  for example, the obtaining of necessary permits and licenses)
                  and acts of the U.S. (including the Foreign Corrupt Practices
                  Act and export clause and regulations). Further, Company will
                  take no action on behalf of EDS that would be illegal under
                  U.S. laws if taken by EDS itself.

         (c)      Disclaimer. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,
                  NEITHER PARTY MAKES NOR RECEIVES FROM THE OTHER, ANY OTHER
                  WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED WITH RESPECT TO THE
                  PARASOLID SOFTWARE, PARASOLID DOCUMENTATION, EMBEDDED
                  MATERIAL, PARASOLID COMMENTED SOURCE CODE, PARASOLID
                  UNCOMMENTED SOURCE CODE, AFFILIATED PRODUCTS, INTEGRATED
                  PRODUCTS, MEDIA, TECHNICAL INFORMATION OR SERVICES PROVIDED
                  UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY
                  IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY
                  PARTICULAR PURPOSE, OR THAT THE PARASOLID SOFTWARE, PARASOLID
                  DOCUMENTATION, EMBEDDED MATERIAL, PARASOLID COMMENTED SOURCE
                  CODE, PARASOLID UNCOMMENTED SOURCE CODE, AFFILIATED PRODUCTS,
                  INTEGRATED PRODUCTS, MEDIA, TECHNICAL INFORMATION OR SERVICES
                  WILL MEET THE SPECIFIC NEEDS OF COMPANY OR ITS LICENSEES OR
                  THAT SPECIFIC RESULTS WILL BE ACHIEVED WITH SUCH PARASOLID
                  SOFTWARE, PARASOLID DOCUMENTATION OR EMBEDDED MATERIAL
                  PARASOLID COMMENTED SOURCE CODE, PARASOLID UNCOMMENTED SOURCE
                  CODE, AFFILIATED PRODUCTS OR INTEGRATED PRODUCTS. NEITHER EDS
                  NOR COMPANY MAKES ANY WARRANTY THAT THE OPERATION OF THE
                  PARASOLID SOFTWARE, EMBEDDED MATERIAL, PARASOLID COMMENTED
                  SOURCE CODE, PARASOLID UNCOMMENTED SOURCE CODE, AFFILIATED
                  PRODUCTS, OR INTEGRATED PRODUCTS WILL BE UNINTERRUPTED OR
                  ERROR FREE.

11.2     Patent and Copyright Indemnification. EDS will indemnify, defend, and
         hold Company, harmless against any action brought against Company to
         the extent that the action is

                                      -18-

         based upon a claim that the Parasolid Product or any part thereof
         provided under this Agreement infringes the trademark, patent,
         copyright, trade secret or other intellectual property right of any
         third party in the Covered Territory and will pay all damages, fees,
         costs and expenses (including reasonable attorneys' fees) attributable
         to such claim against Company; provided that EDS is given prompt
         written notice of such claim and is given information, reasonable
         assistance and sole authority to defend or settle the claim. Company
         will indemnify, defend and hold EDS harmless to the extent that the
         action is based upon a claim that the Integrated Product or any part
         thereof (except for the Embedded Materials) provided under this
         Agreement infringes a trademark, patent, copyright, trade secret or
         other intellectual property right of any third party in the Covered
         Territory, and will pay all damages, fees, costs and expenses
         (including reasonable attorneys' fees) attributable to such claim
         against EDS; provided that Company is given prompt written notice of
         such claim and is given information, reasonable assistance and sole
         authority to defend or settle the claim. Such obligation shall not
         exceed the greater of [* * *], or the Royalty Fees paid by Company to
         EDS under this Agreement during the [* * *] month period immediately
         preceding the date of the action.

         If any third party brings an infringement or misappropriation action
         then in addition to EDS' indemnification obligation set forth above,
         then EDS, at its option and expense, will attempt to obtain for Company
         the right to continue using the Parasolid Product involved or will
         replace or modify the Parasolid Product involved so it becomes
         non-infringing or non-violating, or if EDS determines that these
         remedies in this paragraph are not reasonably available for the
         Parasolid Software, then in addition to EDS' indemnification obligation
         set forth above, EDS will grant Company a refund equal to the greater
         of [* * *], or the Royalty Fees paid by Company to EDS under this
         Agreement during the [* * *] month period immediately preceding the
         date of the action, and this Agreement shall terminate.

         EDS will have no obligation under this Article 11.2 if the alleged
         infringement or misappropriation of another party's trade secret to the
         extent such action is based upon any act or omission of Company,
         Company Distributor or Company Subdistributor or any third party acting
         on the direction of Company (such as, without limitation, modification
         of Parasolid Software, the Parasolid Documentation or the Embedded
         Material, or the use of such items in combination with software or
         hardware not approved in advance by EDS).

         EDS acknowledges that currently, to the best of its knowledge, the
         Parasolid Products, Embedded Materials, the Parasolid Uncommented
         Source Code and any other materials or services provided by EDS to
         Company pursuant to this Agreement do not infringe any patents,
         copyrights, trademarks, trade secret or other intellectual property
         rights, privacy or similar rights of any third party, nor has any claim
         of such infringement been threatened or asserted, nor is such a claim
         pending against EDS.

         NEITHER EDS NOR COMPANY WILL HAVE ANY LIABILITY FOR INFRINGEMENT OF
         TRADEMARKS, PATENTS AND COPYRIGHTS OR MISAPPROPRIATION OF ANOTHER
         PARTY'S TRADE SECRETS, EXCEPT AS

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* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -19-

         EXPRESSLY PROVIDED IN THIS ARTICLE 11.2, WHICH STATES THE ENTIRE
         OBLIGATION OF EDS TO COMPANY AND COMPANY TO EDS. OTHER THAN THE
         REPRESENTATIONS AND WARRANTIES OF THE PARTIES HERETO MADE IN ARTICLE
         11.1(a), AND 11.1(b) AND 11.2, THIS ARTICLE 11.2 SETS FORTH THE
         EXCLUSIVE REMEDY REGARDING INFRINGEMENT AND MISAPPROPRIATION. BOTH EDS
         AND COMPANY DISCLAIM ALL OTHER LIABILITY FOR VIOLATION,
         MISAPPROPRIATION OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

11.3     Third Party Indemnification. Company hereby agrees to defend, indemnify
         and hold EDS harmless from and against any and all claims arising as a
         result of: (i) the representations or warranties made by Company, its
         Distributors and Subdistributors which are inconsistent with the terms
         of this Agreement; (ii) a breach by Company of the requirements of
         Article 3.1.B. relating to agreements with Distributors and
         Subdistributors; and (iii) a breach by Company of the requirements of
         Article 3.6 relating to Software License Agreements with Licensees.
         Company's obligations hereunder are subject to Company being given
         prompt written notice of such claim and information, reasonable
         assistance and sole authority to defend or settle the claim.

11.4     Limitation of Liability. EXCEPT AS PROVIDED UNDER ARTICLE 11.2 AND
         EITHER PARTIES TORTIOUS INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER
         PARTY, ITS OFFICERS, AGENTS AND EMPLOYEES BE LIABLE TO THE OTHER NOR
         EDS TO COMPANY DISTRIBUTORS AND COMPANY SUBDISTRIBUTORS OR THEIR
         LICENSEES UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF
         THE FORM OF ACTION, FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS
         OR SERVICES, OR FOR ANY PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES,
         OR ANY DAMAGES, WHETHER DIRECT OR INDIRECT CONSEQUENCES OF SUCH EVENT
         AND WHETHER OR NOT FORESEEABLE, WHICH ARE CHARACTERIZED AS LOST
         PROFITS, LOSS OF BUSINESS, INCOME OR SAVINGS, ADMINISTRATIVE LOSS, LOSS
         OF DATA, LOSS OF COMMERCIAL REPUTATION OR OTHER CONSEQUENTIAL OR
         INCIDENTAL DAMAGE OR LOSS, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM (OTHER THAN INFRINGEMENT)
         AGAINST COMPANY OR EDS BY ANY THIRD PARTY.

         11.5     Aggregate Liability. Except as provided under Article 11.2,
         monies owed to Company to EDS, the breach of Articles 3 or 10, or
         either party's tortious intentional misconduct the aggregate liability
         of either party with respect to claims arising under, in connection
         with, or in any way relating to this Agreement and under any theory of
         liability, whether in contract or in tort to the extent permitted by
         applicable law, shall not exceed the greater of [* * *], or the
         aggregate of fees paid by Company to EDS during the [* * *] month
         period immediately preceding the date of the action.

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* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -20-

                       ARTICLE XII. TERM AND TERMINATION

12.1     Term. This Agreement shall extend for a period of [* * *] from the
         Effective Date set forth on page 1 hereof unless terminated earlier in
         accordance with this Article, shall remain in force and shall be
         automatically renewed on a yearly basis thereafter (the "Term") unless
         either party tenders written notice of termination ninety (90) days
         prior to expiration of the then current term.

12.2     Termination for Breach. If either party materially breaches any of its
         obligations under this Agreement, the non-breaching party, at its
         option, shall have the right to terminate this Agreement by written
         notice to the other party specifically identifying the breach or
         breaches on which termination is based. Following receipt of such
         notice, the party in breach shall have thirty (30) days to cure such
         breach or breaches (in the case of a breach which cannot with due
         diligence be cured within a period of thirty (30) calendar days, the
         party in breach institutes within the thirty (30) calendar days steps
         necessary to remedy the breach and thereafter diligently prosecutes the
         same to completion) said cure period to proceed simultaneously with the
         dispute resolution procedure, if any, conducted pursuant to Article
         15.8 hereof, and this Agreement shall terminate in the event that such
         cure is not made by the end of such period. The claim of material
         breach justifying termination shall be limited to the specific breaches
         set forth in the above written notice as explained, supported, and
         negated by evidence. In the event that the parties dispute either the
         existence of a material breach or the adequacy of attempted cure, and
         either party submits such dispute to arbitration under Article 15.9
         hereof, the termination shall not be deemed effective until the
         arbitrator renders a final decision finding an uncured material breach,
         provided, however, that the termination shall be deemed effective if
         arbitration pursuant to Article 15.9 hereof is not initiated within
         fifteen (15) days after the progressive dispute negotiation procedures
         under Article 15.8 hereof are complete.

12.3     Termination for Convenience. Company may terminate this Agreement upon
         sixty (60) days prior written notice to EDS.

12.4     Bankruptcy. Either party shall have the right to terminate this
         Agreement upon thirty (30) days written notice if the other party
         ceases to do business in the normal course, becomes or is declared
         insolvent or bankrupt, is the subject of any proceeding relating to its
         liquidation or insolvency which is not dismissed within one hundred
         eighty (180) calendar days, or makes an assignment for the benefit of
         its creditors.

12.5     Effect of Termination. Except as set forth below, upon termination or
         expiration of this Agreement all licenses for the Parasolid Software,
         Parasolid Uncommented Source Code, Parasolid Commented Source Code (if
         Company has such in its possession), Parasolid Documentation and
         Trademarks granted under this Agreement shall terminate. Within thirty
         (30) calendar days after termination of this Agreement, Company shall
         either deliver to EDS or destroy all copies of the Parasolid Software,
         Parasolid Uncommented Source Code, Parasolid Commented Source Code,
         Parasolid Documentation and Embedded Materials (including any portion
         thereof embedded into the Integrated Products), technical pamphlets,
         specifications and other Confidential Information of EDS (including
         copies) in the possession or control of Company, and shall furnish to
         EDS an affidavit signed by an

                                      -21-

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* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

         officer of Company certifying that, to the best of his or her
         knowledge, such delivery or destruction has been completed.
         Notwithstanding the foregoing, after any termination Company may
         continue to use and retain copies of the Parasolid Software, Parasolid
         Uncommented Source Code, Parasolid Documentation, Embedded Materials,
         Trademarks and other materials provided by EDS to the extent, but only
         to the extent, necessary to: (a) support and maintain Integrated
         Products distributed to Licensees; (b) fill orders for Integrated
         Products which Company, Company Distributors and Company
         Subdistributors received prior to termination; and (c) allow Company,
         Company Distributors and Company Subdistributors to distribute their
         inventory of Integrated Products existing as of the termination date.
         If Company, or a third party which Company designates, no longer
         decides to provide maintenance services to Licensees of the Integrated
         Products, then Company shall immediately deliver to EDS or destroy all
         copies of the Parasolid Software, Parasolid Uncommented Source Code,
         Parasolid Documentation and Embedded Materials, except for any copies
         which are retained by Company for archival or backup purposes. In the
         event this Agreement is terminated as a result of EDS' breach then
         Company, Company Distributors and Company Subdistributors may continue
         to exercise all the rights and licenses granted pursuant to this
         Agreement for a twenty four (24) month period following termination in
         order to transition to an alternate solution. In no event will
         termination of this Agreement terminate or impair the rights of the
         Licensees to continue using the Integrated Products. The obligation of
         Company to pay Royalty Fees to EDS on its behalf and on the behalf of
         Company Distributors and Company Subdistributors shall remain in full
         force and effect during such period.

12.6     Continue Obligations. Upon termination of this Agreement, Company will:

         I.       Pay sums when due EDS and continue to pay all sums due before
                  or after termination.

         II.      Take all actions and execute all documents reasonably
                  requested by EDS to register the termination of this Agreement
                  and the termination of the appointment under this Agreement.

         III.     Notify Company Distributors and Company Subdistributors of
                  such termination and of their obligation to cease distribution
                  of the Integrated Products except as permitted pursuant to
                  Article 12.5.

                    ARTICLE XIII. EXPORT CONTROL PROVISIONS

13.1     Company will not knowingly, and will prohibit Company Distributors and
         Company Subdistributors from sublicensing the Integrated Products to,
         or for the use of, any ultimate Licensee with whom EDS or Company could
         not deal under any U.S. or United Kingdom laws or regulations or any
         agency thereof. Company shall not, directly or indirectly, export,
         reexport or transship the Parasolid Software, Parasolid Documentation,
         the Embedded Material, or any information contained therein to any
         country in contravention of any U.S. or United Kingdom laws and
         regulations as shall from time to time govern the license and delivery
         of technology abroad by persons subject to the jurisdiction of the U.S.
         Government or the United Kingdom, including without limitation

                                      -22-

         the Export Administration Act of 1979, as amended, any successor
         legislation to such Act, and the Export Administration Regulations
         issued by the U.S. Department of Commerce, International Trade
         Administration, Office of Export Administration. For the purposes of
         this Agreement; if a conflict occurs between U.S. law and United
         Kingdom law, the more restrictive law will govern. Company will
         indemnify EDS for any damages incurred by EDS as a direct result of a
         breach of this Article XIII.

                            ARTICLE XIV. SOURCE CODE

14.1     [* * *]

14.2     [* * *]

                                      -23-

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* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                           ARTICLE XV. MISCELLANEOUS

15.1  Assignment; Change in Control. This Agreement and the rights and duties
      under this Agreement cannot be assigned by Company without the written
      consent of EDS, which shall not be unreasonably withheld; provided,
      however, that Company may, without such consent, assign such rights and
      such obligations set forth in this Agreement in whole or in part, to: (a)
      to any of Company's Affiliates; or (b) to the surviving entity after a
      merger, reorganization or other corporate restructuring of Company. In the
      event of any change in ownership or control of the EDS entity which owns,
      or otherwise has rights to, the Parasolid Software, or in the event of any
      sale, exclusive license, or purported assignment of the rights to the
      Parasolid Software, the acquiring entity must acknowledge its obligations
      as reflected in this Agreement to Company prior to any such change in
      ownership or control. This Agreement and all of the provisions hereof
      shall be binding upon and shall inure to the benefit of the parties hereto
      and their respective permitted successors and assigns.

15.2  Force Majeure. Neither party will be liable to perform its obligations
      under this Agreement, other than the payment of money, if and to the
      extent prevented by any event beyond its reasonable control, whether
      foreseeable or not, including but not limited to, prohibitions of
      exportation or importation, the refusal of government or regulatory
      authorities to issue export or import license(s), acts of God, lock outs,
      riots, strikes, acts of war, epidemics, governmental act or regulations,
      fire, communication line failures and natural disasters occurring without
      that party's fault or negligence. If such circumstances continue for one
      hundred twenty (120) consecutive days, the party not subject to the force
      majeure condition may terminate the Agreement if such force majeure
      occurrence is not cured after thirty (30) days with written notification
      to the other party. Such termination will be without any liability for
      loss or damage, subject to the provisions of Article 12.5.

15.3  Relationship of the Parties. No relationship of employment or partnership
      is created by this Agreement. Each party is an independent contractor and
      in no way a legal representative or agent of the other party. Company has
      no authority to assume or create any obligation (including accepting
      orders or making contracts) on EDS' behalf, expressed or implied, with
      respect to Parasolid Software, or other services or otherwise and EDS, has
      no authority to assume or create any obligation (including accepting
      orders or making contracts) on Company's behalf expressed or implied with
      respect to Integrated Products or otherwise.

15.4  Limitation of Actions. No action, regardless of the form, arising under
      this Agreement may be brought either by Company or by EDS more than three
      (3) years after either (i) the cause of the action has arisen, or (ii) the
      party entitled to bring an action becomes aware of the cause of action,
      whichever is later.

15.5  Notices. All notices and communications required by or relating to this
      Agreement shall be in writing and shall be deemed duly given one (1) day
      after sending by facsimile to the respective party at the facsimile number
      set forth below, or three (3) days after it is deposited, postage prepaid,
      in the U.S. mail to the respective party at its address set forth below or
      to such other address or facsimile number as either party may substitute
      by

                                      -25-

      notice to the other party (provided that notice of any change of address
      shall be effective only upon receipt):

      To EDS:           Electronic Data Systems Corporation
                        13736 Riverport Drive
                        Maryland Heights, MO  63043
                        Attn:  Contracts, Mail Code 6801163
                        Facsimile #: (314) 344-5138

      With a copy to:   Electronic Data Systems Corporation
                        Parkers House
                        46 Regent Street
                        Cambridge England  CB2 IDB
                        Attn.: Parasolid Manager
                        Facsimile #: 011 44 122 3 31 6931

      To Company:       Bentley Systems, Incorporated
                        690 Pennsylvania Drive
                        Exton, PA  19341
                        Attn.:  President
                        Facsimile #: (610) 458-2869

      With a copy to:   Bentley Systems, Incorporated
                        690 Pennsylvania Drive
                        Exton, PA  19341
                        Attn:  General Counsel
                        Facsimile: (610) 458-3181

15.6  Media Releases. All media releases, public announcements and public
      disclosures by either party relating to this Agreement or its subject
      matter, including promotional or marketing material (but not including (i)
      any announcement intended solely for internal distribution, (ii) any
      disclosure required by legal, accounting or regulatory requirements beyond
      the reasonable control of a party or (iii) any advertising and promotion
      by Company permitted under this Agreement), will be coordinated with and
      approved by the other party in writing before its release, announcement or
      disclosure. Notwithstanding the foregoing, either party, its parent and
      affiliates may list the other in proposals and other marketing materials,
      describing in general terms the business arrangement between them.

15.7  Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
      ITS PERFORMANCE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MISSOURI,
      EXCLUDING ITS LAWS OF CONFLICT OF LAW. IT SHALL NOT BE GOVERNED BY
      STATUTES ON THE INTERNATIONAL SALE OF GOODS, INCLUDING THE UNITED NATIONS
      CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

                                      -26-

15.8  Progressive Dispute Negotiation Procedure.

      (a)   This paragraph will govern any dispute between EDS and Company
            arising from or related to the subject matter of this Agreement that
            is not resolved by agreement between their respective personnel
            responsible for day to day administration and performance of this
            Agreement.

      (b)   Prior to the filing of any suit with respect to such a dispute
            (other than a suit seeking injunctive relief with respect to
            intellectual property rights), the party believing itself aggrieved
            (the "Invoking Party") will call for progressive management
            involvement in the dispute negotiation by giving written notice to
            the other party. Such a notice will be without prejudice to the
            Invoking Party's right to any other remedy permitted by this
            Agreement.

      (c)   EDS and Company will use their best efforts to arrange personal
            meetings and/or telephone conferences as needed, at mutually
            convenient times and places, between their negotiators at the
            following successive management levels, each of which will have a
            period of allotted time as specified below in which to attempt to
            resolve the dispute:

            EDS                              COMPANY          ALLOTTED TIME
            ---                              -------          -------------
                                                     
            First Level    Manager           Manager          10 bus. days

            Second Level   VP                VP               10 bus. days

            Third Level    Business Unit     CEO              30 days
                           President

      (d)   The allotted time for the first-level negotiators will begin on the
            date of the Invoking Party's notice.

      (e)   If a resolution is not achieved by the negotiators at any given
            management level at the end of their allotted time, then the
            allotted time for the negotiators at the next management level, if
            any, will begin immediately.

      (f)   If a resolution is not achieved by negotiators at the final
            management level within their allotted time, then either party may
            with ten (10) days thereafter request mediation to resolve the
            dispute.

      (g)   The Mediation Rules of the American Arbitration Association shall be
            used unless EDS and Company agree otherwise.

      (h)   The mediation shall take place in the city located nearest to the
            principal office of the party that did not initiate the mediation.

      (i)   The allotted period for completion of the mediation shall be thirty
            (30) days.

                                      -27-

      (j)   If a resolution is not achieved by mediation within the allotted
            time or if mediation is not requested within the permitted ten (10)
            day period, then either party may file an arbitration demand or
            other permitted action to resolve the dispute.

15.9  Arbitration. In the event a dispute between the parties arising under this
      Agreement is not resolved using the procedures of Article 15.8, then the
      parties may initiate formal proceedings upon the earlier to occur of: (a)
      the officers concluding upon good faith that amicable resolution through
      continued negotiation of the dispute does not appear likely; (b) sixty
      (60) days after the initial request to negotiate the dispute (unless
      preliminary or temporary relief of an emergency nature is sought by one of
      the parties); or (c) thirty (30) days before the limitation of actions
      period described in Article 15.4 governing any cause of action relating to
      the dispute would expire.

      The parties shall submit to binding arbitration before a single arbitrator
      knowledgeable of the computer software industry in the city located
      nearest to the principal office of the party that did not initiate the
      dispute (but never outside of the United States).

      Any dispute that the parties are unable to resolve as provided above will
      be resolved by final and binding arbitration conducted in accordance with
      and subject to the Commercial Arbitration Rules of the American
      Arbitration Association except that temporary restraining orders or
      preliminary injunctions, or their equivalent, may be obtained from any
      court of competent jurisdiction. The arbitrator will allow such discovery
      as appropriate, consistent with the purposes of arbitration in
      accomplishing fair, speedy and cost-effective resolution of disputes. All
      discovery will be completed, and the arbitration hearing will commence,
      within forty five (45) days after appointment of all the arbitrators, and
      the arbitration hearing will conclude within thirty (30) days after it
      commences. The arbitrators will make every effort to enforce these timing
      requirements strictly, but may extend the time periods upon a showing that
      exceptional circumstances require extension to prevent manifest injustice.
      The arbitrator shall not have the power to award any damages of the type
      excluded by this Agreement, regardless of the nature of the claim. The
      decision of the arbitrator will be rendered in writing and will explain
      the reasons therefor. Each party will bear its own attorney's fees and
      other costs and expenses, and each party will equally share the cost of
      the arbitrator. The arbitrators may render awards of monetary damages,
      direction to take or refrain from taking action, or both, and may, at
      their direction, notwithstanding the proceeding, order one party to
      reimburse the other for attorney's fees and other expenses reasonably
      incurred by the other party in connection with the arbitration. Judgment
      upon the award rendered in any such arbitration may be entered in any
      court having jurisdiction thereof, or application may be made to such
      court for judicial acceptance of award and an enforcement, as the law of
      such jurisdiction may require or allow.

15.10 Waiver and Severance. The failure of either party to enforce at any time
      any of the provisions of this Agreement or exercise any of its rights
      hereunder will in no way be construed to be a waiver of such provision or
      right, nor in any way affect the validity of the Agreement or any part
      thereof, or the right of the other party thereafter to enforce each and
      every provision.

                                      -28-

      If any provision of this Agreement or part thereof is found to be invalid
      or unenforceable, then the validity or enforceability of the remaining
      provisions will not be affected, and this Agreement will be deemed amended
      in order to eliminate the offending provision or part thereof and make the
      Agreement enforceable to the maximum extent possible. The parties agree
      that the invalid or unenforceable provision or part thereof shall be
      automatically replaced by other provisions which arc as similar as
      possible in terms to such invalid or unenforceable provision, but are
      valid and enforceable.

15.11 Survival of Obligations. Termination or expiration of this Agreement for
      any reason will not release either party from any liabilities or
      obligations set forth in this Agreement which (i) the parties have
      expressly agreed will survive any such termination or expiration, or (ii)
      remain to be performed or by their nature would be intended to be
      applicable following any such termination or expiration, including (but
      not limited to) Article II (for the period set forth in Article 12.5),
      Article 3.1 (for the period set forth in Article 12.5), Articles 3.4, 3.5,
      3.6, 3.7, 3.8, Article IV (for the period set forth in Article 12.5),
      VIII, X (for the period set forth therein), XI and XII.

15.12 Entire Agreement. This Agreement (including the Schedules attached hereto)
      constitutes the entire Agreement between the parties relating to the
      subject matter hereof and supersedes all proposals or prior agreements,
      oral or written, and all other communications between the parties relating
      thereto. Amendments and supplements to this Agreement must be in writing
      signed by authorized representatives of the parties.

15.13 Counterparts. This Agreement may be executed in multiple counterparts,
      each of which shall be deemed an original and all of which taken together
      shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their duly authorized representatives, effective as of the date first written
above.

Company: Bentley Systems, Incorporated   Electronic Data Systems Corporation

By:   /s/ David G. Nation                By:    /s/ Tony Affuso
   -----------------------------------      ------------------------------------

Printed                                  Printed
Name: David G. Nation                    Name: Tony Affuso
     ---------------------------------        ----------------------------------

Title:  Senior Vice President            Title:   VP of UGPM&D
      --------------------------------         ---------------------------------

Date:  10/16/97                          Date:    10/21/97
     ---------------------------------        ----------------------------------

                                      -29-

                                   SCHEDULE A

                              PARASOLID DESCRIPTION

Parasolid V9.0, as described in the Parasolid Documentation and as used by
Company during the evaluation of Parasolid.

Shared Library Versions of the Parasolid Software will be provided to Company
for all platforms.

                                   SCHEDULE B

                                COPYRIGHT NOTICE

The following copyright notice shall be displayed within each copy of the
Integrated Product and on each copy of the Integrated Products documentation:

Copyright 19__ Bentley Systems Inc. All rights reserved. Portions of this
software and related documentation are copyrighted by and are the property of
Electronic Data Systems Corporation.

The copyright notice shall appear in the same locations as the copyright notices
of other licensors of technology incorporated into the Integrated Product or its
documentation.

                                   SCHEDULE C

                              DEVELOPMENT SERVICES

1.    CURRENTLY SUPPORTED PLATFORMS

      Upon execution of this agreement EDS will deliver or will have delivered
      to Company one (1) copy of the Parasolid Product in a form of magnetic
      media selected by Company on each of the following hardware platform and
      operating system combinations:

- -           Digital AXP running Windows NT

- -           Intel (IBM PC compatible) running Windows 95 and Windows NT

- -           Hewlett-Packard 9000 series running HP-UX

- -           Sun Sparc running Solaris

- -           Silicon Graphics running IRIX

- -           IBM PowerPC running AIX

      In addition to the above platforms, on request from Company, EDS will
      deliver or will have delivered to Company one (1) copy of the Parasolid
      Product on any other platform that EDS supports free of charge for
      EDS/Unigraphics or any of its other Parasolid customers at the time of the
      request. The additional platforms that Parasolid is currently supported on
      are: Digital AXP running VMS and Digital AXP running Digital Unix.

2.    ADDITIONAL PLATFORMS REQUIRING NO ADDITIONAL FUNDING

      Upon execution of this Agreement, EDS will commence porting the Parasolid
      Product to the Apple Power Macintosh platform. EDS will use reasonable
      efforts to complete this port within one hundred and twenty (120) days.

      In addition to the above platform, EDS will provide a maximum of one (1)
      mutually agreeable additional platform each year on request from Company
      without additional charge.

      A "platform" is defined to be a unique combination of Hardware Platform,
      Operating System and Compiler.

3.    ADDITIONAL PLATFORMS REQUIRING ADDITIONAL FUNDING

      EDS will require Company to pay [* * *] per platform, for each additional
      platform if EDS agrees to create such port. This payment will be due
      within thirty (30) days of EDS shipping to Company a supported version of
      Parasolid on the given platform.

- -----------------

* * * - THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
        OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
        PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

4.    ADDITIONAL FUNDING REQUIRED TO MAINTAIN ADDITIONAL PLATFORMS

      EDS will require Company to pay [* * *] per year to be paid quarterly in
      advance at the rate of [* * *] for the maintenance of every additional
      platform for which Company is the only commercial licensee to whom EDS
      distributes that platform; provided, however, in no event shall Company be
      required to pay for maintenance for the platforms identified in Section 1
      of this Schedule C. EDS shall provide the maintenance services described
      in Article IX of the Agreement for each platform. The total payment
      required from Company for the maintenance of these additional platforms
      each year will be reduced during that year based on the following table of
      royalties received by EDS during each calendar year from Company:

                                        Number of additional
      Royalties received by EDS from    platforms to be maintained
      Company during the current year   by EDS for no additional fee
      --------------------------------------------------------------
                                     
      [* * *]                           0
      [* * *]                           1
      [* * *]                           2
      [* * *]                           3
      [* * *]                           4
      [* * *]                           5

                                      -2-
- --------------------
* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                   SCHEDULE D

                               INTEGRATED PRODUCTS

1.    FLAT ROYALTY FEE INTEGRATED PRODUCTS

MicroStation TriForma
PowerArthcitect
MicroStation GeoGraphics
MicroStation Descartes
MicroStation Field
MicroStation Image Manager
CivilDraft
All PlantSpace Products
JT/P&ID
Opti-SE
MicroStation 95
MicroStation PowerDraft
MicroStation MasterPiece
MicroStation TeamMate 96
Microstation PowerScope
MicroStation ReproGraphics
MicroStation Review
MicroStation V5
Microstation
Microstation SE
Microstation/J
All ModelServer Products
All ActiveAsset Product

2.    MECHANICAL INTEGRATED PRODUCTS - SIDING SCALE ROYALTY FEE

MicroStation Modeler

                                   SCHEDULE E

                                COVERED TERRITORY

Argentina
Australia
Austria
Belgium
Bolivia
Brazil
Bulgaria
C.I.S.*
Canada
Chile
Columbia
Czech of Republic
Denmark
Eire
Ecuador
Egypt
Finland
France
Germany
Greece
Hong Kong
Hungary
Iceland
India
Indonesia
Ireland
Israel
Italy
Japan
Luxembourg
Malaysia
Mexico
Netherlands
New Zealand
Norway
People's Republic of China
Peru
Philippines
Poland
Portugal
Romania
Saudi Arabia
Singapore
Slovak Republic
Slovenia
South Africa
South Korea
Spain
Sweden
Switzerland
Taiwan
Thailand
Turkey
United Kingdom
United States
Uruguay
Venezuela

*     C.I.S. ("Commonwealth of Independent States") formed by Russia, Armenia,
      Kazakhstan, Moldove, Turkmenistan, Azerbaijan, Tajikistan, Ukraine,
      Uzbekistan, and the Republic of Georgia.

                                   SCHEDULE F

                               ROYALTY OBLIGATIONS

1.    Royalty Fees are payable to EDS as described in 1.1, 1.2 and 1.3 below:

1.1   Company agrees to pay EDS [* * *] per calendar quarter (the "Flat Royalty
      Fee") during each quarter of the Term for licensing of the Integrated
      Products identified in Schedule D, Section 1. The above Flat Royalty Fee
      is due and payable beginning thirty (30) days after the end of the
      calendar quarter in which the sale of the first license of the Integrated
      Products listed in Schedule D, Section 1 to a Licensee is completed by
      Company, or reported by a Company Distributor, or Company Subdistributor
      to Company.

1.2   "Revenue" shall mean the total fees received by Company computed on a cash
      basis either directly from Licensees, Company Distributors or Company
      Subdistributors solely from the license and maintenance sales of
      Integrated Products identified in Schedule D, Section 2. Revenue is to be
      calculated based on the fees actually received by Company (i.e. not on
      the unit selling price) and allow for refunds, returns, and trade
      discounts, fees paid for channel compensation or sales taxes, if any, to
      the extent to which they are actually paid.

      Sliding Scale Royalty Fees are payable to EDS for the Integrated Products
      identified in Schedule D, Section 2, based on Revenue for sale of licenses
      and maintenance of the Integrated Products to Licensees. That is, the
      cumulative total of Revenue realized at the end of each of the four (4)
      calendar quarters of each year of the Term of this Agreement will be
      determined and Sliding Scale Royalty Fees will be paid to EDS within forty
      five (45) days after the end of each calendar quarter in accordance with
      the schedule set forth below. At the end of each year of the Term, Revenue
      for that year will begin at zero dollars and the process of quarterly
      payment of the Sliding Scale Royalty Fees to EDS based on Revenue for that
      year will be repeated.

   Annual             Annual
   Revenue            Revenue           Base                            of Revenue
   from               to                Royalty           Plus          Over
   --------------------------------------------------------------------------------
                                                            
[* * *]

[* * *]

- --------------------
* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

      First Six Quarters Discount - EDS agrees that for a maximum of the initial
      six (6) quarters of Sliding Scale Royalty payments made by Company to EDS,
      or (ii) such discount reaches [* * *], whichever is sooner, the Sliding
      Scale Royalty Fees will be reduced by [* * *]. Thereafter, Company will
      continue to pay EDS the full Sliding Scale Royalty Fees due.

      The above discount is contingent upon and Company shall publicly announce
      its plan to use the Parasolid Product instead of ACIS no later than the
      Daratech Conference in March 1998.

      [* * *]

                                                                
[* * *]

                                       -2-

- --------------------
* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

1.2.1 All Royalty Fees that are paid to Company in a currency other than U.S.
      Dollars shall be converted into U.S. Dollars at the buying rate for bank
      transfers from such currency to U.S. Dollars as quoted in the Wall Street
      Journal (Eastern Edition), at the close of banking on the last day of such
      calendar quarter (or the first business day thereafter if such last day
      shall be a Sunday or other non-business day).

1.3   "Advanced Geometry" Shall mean the creation or editing of design files
      utilizing the following functionalities currently found in the Parasolid
      Software: (a) advanced blending (includes variable radius, face,
      overflowing, cliff edge, tangent hold line, conic section); (b) hollowing
      (shelling); (c) thicken; (d) offset; (e) taper; and (f) mid surface
      creation and other functionalities that the parties may mutually agree to.

1.4   EDS and Company may mutually agree to modify the list of Integrated
      Products identified in Schedule D. All Integrated Products which utilize
      Advanced Geometry will be classified as "Mechanical Integrated Products -
      Sliding Scale Royalty Fee" for Royalty Fee purposes and placed in Schedule
      D, Section 2. All other Integrated Products (those which do not utilize
      Advanced Geometry) will be classified as "Flat Royalty Fee Integrated
      Products" and placed in Schedule D, Section 1.

1.5   Only one Royalty Fee, either Flat Royalty or Sliding Scale Royalty, shall
      apply to each Integrated Product or an Integrated Product bundled in
      conjunction with one or more Affiliated Products.

1.6   Company shall not be required to pay the Sliding Scale Royalty for
      Affiliated Products which contain the Embedded Materials, but do not
      permit the Licensee to utilize the functionality of the Embedded Materials
      (i.e. the functionality has been disabled, even though the code remains.)

                                       -3-

                                   SCHEDULE G

                             THIRD PARTY CONSULTANTS

Infotech Enterprises Ltd.
Hyderabad, India

Mechanical Dynamics, Inc.
Ann Arbor, Michigan

Caema Oy
Tampere, Finland

data-M GmbH
Munich, Germany

                              AMENDMENT NUMBER ONE

THIS AMENDMENT NO. 1 to Product Integration and Marketing Agreement 279CP (the
"Agreement") is entered into by and between Unigraphics Solutions Inc., a
Delaware Corporation ("UG") and Bentley Systems, Incorporated, a Delaware
Corporation ("Company"). In the event of any conflict between the provisions of
the Agreement and this Amendment, the provisions of this Amendment shall govern
as to the subject matter herein.

                                    RECITALS

WHEREAS, Electronic Data Systems Corporation ("EDS") and Company entered into
the Agreement dated October 13, 1997; and

WHEREAS, the Unigraphics Division of EDS was established as a separate
subsidiary of EDS effective January 1, 1998 named Unigraphics Solutions Inc.,
which succeeded to all of the business and assets of the Unigraphics Division of
EDS;

NOW THEREFORE, in consideration of the mutual covenants herein set forth, the
parties agree as follows:

1.    Schedule F. Section 1.1

      A.    Delete the first sentence in its entirety and replace with the
            following:

            "Company agrees to pay UG [* * *] per calendar quarter, beginning
            with the first calendar quarter of 1998, (the "Flat Royalty Fee")
            during each quarter of the Term for licensing of the Integrated
            Products identified in Schedule D, Section 1."

2.    Schedule F. Section 1.3

      A.    Delete Section 1.3 in its entirety and replace with the following:

            "Advanced Geometry" shall mean the creation or editing of solid
            models utilizing the following functionalities currently found in
            the Parasolid Software:

            (i)   advanced blending (includes variable radius, face,
                  overflowing, cliff edge, tangent hold line and conic blends);

            (ii)  hollowing (shelling) involving surfaces other than Analytic
                  Surfaces;

            (iii) thickening involving surfaces other than Analytic Surfaces;

            (iv)  offsetting involving surfaces other than Analytic Surfaces;

            (v)   tapering;

            (vi)  mid surface creation; and

            (vii) other functionalities that the parties may mutually agree to.

- --------------------
* * * -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

            For the purposes of this Section, "Analytic Surfaces" shall mean
            only planar, cylindrical, spherical, conical and toroidal surfaces.

            The creation or editing of surface ("Sheet") models using (i)
            advanced blending and (ii) offsetting shall not be classified as
            Advanced Geometry."

All other terms of the basic Agreement 279CP remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
signed by their duly authorized representatives.

Company: Bentley Systems, Incorporated     Unigraphics Solutions Inc.

Signature:  /s/ Gregory S. Bentley         Signature:  /s/ Tony Affuso
          ----------------------------               ---------------------------

Name:  Gregory S. Bentley                  Name:  Tony Affuso
     ---------------------------------          --------------------------------

Title:  President                          Title:  VP of Dev & Mkting
      --------------------------------           -------------------------------

Date:  2/19/98                             Date:  2/27/98
     ---------------------------------          --------------------------------

                                      -2-

                              AMENDMENT NUMBER TWO

THIS AMENDMENT NO. 2 to Product Integration and Marketing Agreement 279CP (the
"Agreement") is entered into by and between Unigraphics Solutions Inc., a
Delaware Corporation ("UGS") and Bentley Systems, Incorporated, a Delaware
Corporation ("Company"). In the event of any conflict between the provisions of
the Agreement including any prior amendments thereto and this Amendment, the
provisions of this Amendment shall govern as to the subject matter herein. This
Amendment No. 2 shall be effective as of September 1, 1998.

                                    RECITALS

WHEREAS, Electronic Data Systems Corporation ("EDS") and Company entered into
the Agreement dated October 13, 1997;

WHEREAS, UGS was established as a separate subsidiary of EDS effective January
1, 1998 which succeeded to all of the business and assets of the Unigraphics
Division of EDS;

WHEREAS, EDS assigned the Agreement to UGS;

WHEREAS, Company and UGS previously modified the Agreement by Amendment Number
One effective as of February 27, 1998 ("Amendment #1");

WHEREAS, Company and UGS desires to make further modifications to the Agreement;
and

NOW THEREFORE, in consideration of the mutual covenants herein set forth, the
parties agree as follows:

1.    Schedule F. Section 1.1

      A.    Delete in its entirety (including changes made by Amendment #1) and
            replace with the following:

      "On or before October 31, 1998, Bentley shall pay UGS [* * *].
      Effective January 1, 1999, and each year throughout the Term, Bentley
      shall pay UGS an Annual Royalty Fee calculated in accordance with the
      following formula:

      [* * *]

      Where:

            [* * *]

- --------

[* * *] -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

            [* * *]

      Company shall pay the Annual Royalty Fee calculated for a particular Year
      in four (4) equal installments payable thirty (30) days after the end of
      each calendar quarter during the Year. Along with such payments, Company
      will report the total number of Installed Seats. All references in the
      Agreement to a Flat Royalty Fee shall be replaced with Annual Royalty Fee.

            Example calculation of the Annual Royalty Fee:

            [* * *]

2.    Schedule F. Section 1.2

      A.    In the first paragraph, first sentence, replace "and maintenance
            sales" following "from the license" with "and/or upgrades."

      B.    Delete the second paragraph to the end of Section 1.2 and replace it
            as follows:

            1.    "Sliding Scale Royalty Fees"

                  Sliding Scale Royalty Fees for the Integrated Products
                  identified in Schedule D, Section 2, shall be based on Revenue
                  received by Company. For purposes of clarity, no Sliding Scale
                  Royalty Fees will be paid on fees generated by Company's
                  software maintenance and support programs (including but not
                  limited to SELECT Support). Sliding Scale Royalty Fees shall
                  also not be due on "Platform Swaps" whereby one of Company's
                  Licensees exchanges an Integrated Product it has previously
                  licensed from Company for another Integrated Product. Company
                  can elect not to charge for Integrated Product upgrades, and
                  in such event no Royalty Fee will be due UGS in association
                  with such upgrade.

- --------

[* * *] -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                       -2-

                  Notwithstanding the above, Company agrees that it shall
                  actively promote the sales of its Integrated Products that
                  contain Advanced Geometry and that Company shall not
                  deliberately try to reduce the initial sales of its Integrated
                  Products that contain Advanced Geometry and increase the sales
                  of its Based Products by recommending that its Licensees use a
                  Platform Swap instead of initially licensing its Integrated
                  Products that contain Advanced Geometry.

[* * *]

3.    All other terms of the basic Agreement 279CP remain unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be signed by
their duly authorized representatives.

Company: Bentley Systems, Incorporated   Unigraphics Solutions Inc.

Signature:  /s/ Gregory S. Bentley       Signature:  /s/ Tony Affuso
          ----------------------------             -----------------------------

Name:  Gregory S. Bentley                Name:  Tony Affuso
     ---------------------------------        ----------------------------------

Title:  President                        Title:  VP of Products & Operations
      --------------------------------         ---------------------------------

Date:  9/22/98                           Date:  Sept. 23 '98
     ---------------------------------        ----------------------------------

- --------

[* * *] -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                      -3-

                             AMENDMENT NUMBER THREE

THIS AMENDMENT NO. 3 to Product Integration and Marketing Agreement 279 CP (the
"Agreement") is entered into by and between Unigraphics Solutions Inc., a
Delaware Corporation ("UGS"), as successor in interest to the Electronic Data
Systems Corporation ("EDS"), and Bentley Systems, Incorporated, a Delaware
Corporation ("Company") is entered into as of May 31, 2000. In the event of any
conflict between the provisions of the Agreement including any prior amendments
thereto and this Amendment, the provisions of this Amendment shall govern as to
the subject matter herein.

                                    RECITALS

WHEREAS, EDS assigned the Agreement to UGS;

WHEREAS, Company and UGS previously modified the Agreement by amendments numbers
one and two, effective respectively on February 27, 1998, and September 1, 1998;

WHEREAS, Company and UGS desire to make further modifications to the Agreement;
and

NOW THEREFORE, in consideration of the mutual covenants herein set forth, the
parties agree as follows:

      1.    Remove MicroStation Modeler from Section 2 of Schedule D and add it
            to Section 1 of Schedule D.

      2.    Insert at the bottom of Schedule D the following language:
            "References to MicroStation, MicroStation V.5, MicroStation J, and
            the like shall in no way be construed as limiting the terms of this
            license to those particular versions of MicroStation products, but
            shall be construed to also include any new releases, upgrades and
            updates of the listed MicroStation products."

      3.    Add the following wording at the end of the first paragraph of
            Section 1.1 of Schedule F as modified by Amendment number one:

            "It is agreed by the parties that the Royalty Fee due for the
            Integrated Product MicroStation Modeler shall be a flat fee of
            [* * *] per annum payable quarterly in advance, provided however
            that Company shall report the number MicroStation Modeler licenses
            issued during each period to UGS together with payment of quarterly
            amounts due. The parties agree to enter into good faith negotiations
            to modify the Royalty Fee for MicroStation Modeler in the event that
            (i) the MicroStation Modeler revenue comprises more than fifteen
            (15) percent of Company's global revenue or (ii) a new mechanical
            CAD product is added to the list of Integrated Products under
            Schedule D subsection 2."

- --------

[* * *] -- THE INFORMATION CONTAINED IN THIS PORTION OF THE EXHIBIT HAS BEEN
           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

      4.    Modify the last sentence of Section 1.4 of Schedule F to read as
            follows:

            "The Royalty Fees for all Integrated Products other than those
            listed in Schedule D shall be negotiated between the parties in good
            faith."

      5.    UGS grants to Company and Company accepts the right to use Advanced
            Geometry in any Integrated Product.

All other terms of the Agreement and amendments one, two and three thereto
remain unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment number three to be
signed by their duly authorized representatives.

Company: Bentley Systems, Incorporated    Unigraphics Solutions Inc.

By:  /s/ Greg Bentley                     By:  /s/ Don Vossler
   -----------------------------------       -----------------------------------

Name:  Greg Bentley                       Name:  Don Vossler
     ---------------------------------         ---------------------------------

Title:  President                         Title:  Director, PS Bus. Dev.
      --------------------------------          --------------------------------

Date:  5/31/00                            Date:  6/5/00
     ---------------------------------         ---------------------------------

                                      -2-

                                                                      EXHIBIT 21

                           BENTLEY SYSTEMS, INCORPORATED

                           SUBSIDIARIES OF THE REGISTRANT

      Subsidiaries of Bentley Systems, Incorporated, a Delaware Corporation, and
their subsidiaries (indented), together with the place of incorporation, are set
forth below.

      Bentley Canada, Inc. (an Ontario corporation)
      Bentley Software, Inc. (a Delaware corporation)
      Atlantech Solutions, Inc. (a Delaware corporation)
      9090-0952 Quebec Inc. (a Quebec corporation)
            9090-0962 Quebec Inc. (a Quebec corporation)
                  HMR, Inc. (a Quebec corporation)
      Bentley Systems Andina S.A. (a Venezuelan corporation)
      Bentley Systems de Mexico SA de CV (a Mexican corporation)
      Bentley Systems Brasil Ltda. (a Brazilian corporation)
      Geopak Corporation (a Delaware corporation)
            Geopak PTY. Ltd. (an Australian corporation)
      Bentley Systems UK IHC Ltd. (a United Kingdom corporation)
      GEOPAK TMS-UK (a United Kingdom corporation)
      BSI Holdings B.V. (a Netherlands corporation)
            Bentley Systems Europe B.V. (a Netherlands corporation)
            Bentley Systems Germany GmbH (a German corporation)
            Bentley Systems France S.a.r.l. (a French corporation)
            Bentley Systems Iberica S.A. (a Spanish corporation)
            Bentley Systems South Africa (Pty) Ltd. (a South African
                  corporation)
            Bentley Systems Belgium N.V. (a Belgium corporation)
            Bentley Systems Ireland Ltd. (an Irish corporation)
            Bentley Systems Italia S.r.l. (an Italian corporation)
            Bentley Systems Finland Oy (a Finnish corporation)
            Bentley Systems Scandinavia A/S (a Danish corporation)
            Bentley Systems Mid-World Ltd. (a Cyprus corporation - dormant)
            Bentley Systems CR s.r.o. (a Czech corporation)
            Bentley Systems AG (a Swiss corporation)
            Bentley Systems Sweden AB (a Swedish corporation)
            Bentley Systems Hungary Szoftver Kft. (a Hungarian corporation)
            Bentley Systems (UK) Ltd. (a United Kingdom corporation)
            Bentley Systems Polska Sp z o.o. (a Polish corporation)
      BSI Holdings Pty. Ltd. (an Australian corporation)
            Bentley Systems Pty. Ltd. (an Australian corporation)
            Bentley Systems Co., Ltd. (a Japanese corporation)
            Bentley Systems Hong Kong Ltd. (a Hong Kong corporation)
            Bentley Systems Singapore Pte. (a Singapore corporation)
            Bentley Korea Co., Ltd. (a Korean corporation)
            Bentley Systems India Pvte Ltd. (an Indian corporation)
            Bentley Systems Sdn. Bhd. (a Malaysian corporation)

                                                                    Exhibit 23.1

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this
registration statement.

                                        /s/ Arthur Andersen LLP

Philadelphia, Pennsylvania
April 19, 2002

                                                                    Exhibit 99.1

                   [BENTLEY SYSTEMS, INCORPORATED LETTERHEAD]

April 19, 2002

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:  Letter responsive to Temporary Note 3T to Article 3 of Regulation S-X
          ---------------------------------------------------------------------

Dear Sir or Madam:

In compliance with Temporary Note 3T to Article 3 of Regulation S-X, I am
writing to inform you that Arthur Andersen LLP ("Andersen") has represented to
Bentley Systems, Incorporated ("Bentley") that Andersen's audit of the
consolidated financial statements of Bentley and its subsidiaries as of December
31, 2001 and for the year then ended, was subject to Andersen's quality control
system for the U.S. accounting and auditing practice to provide reasonable
assurance that the engagement was conducted in compliance with professional
standards and that there was appropriate continuity of Andersen personnel
working on the audit, availability of national office consultation and
availability of personnel at foreign affiliates of Andersen to conduct the
relevant portions of the audit.

Sincerely,

/s/ Malcolm S. Walter

Malcolm S. Walter
Chief Financial Officer, Senior Vice President and Head of Field Operations