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                                                                    EXHIBIT 10.7

                       MASTER SOFTWARE RESELLER AGREEMENT
                  FOR ENTERPRISE VERSIONS OF PLANETCAD PRODUCTS

                  This Master Software Reseller Agreement (this "Agreement"),
dated as of November 14, 2000 (the "Effective Date"), is made by and between
Dassault Systemes S.A., a societe anonyme organized under the laws of France and
the owner of Purchaser ("Dassault Systemes") and/or certain affiliates of
Dassault Systemes, and PlanetCAD Inc. (formerly known as Spatial Technology
Inc.), a corporation organized under the laws of the State of Delaware
("PlanetCAD") (each a "Party," together, the "Parties").

1.       INTRODUCTION

         1.1. PlanetCAD has rights to certain computer software and related
documentation identified in Schedule B.

         1.2. Dassault Systemes wishes to have certain nonexclusive rights to
market and distribute such software and documentation in a limited territory and
to obtain certain integration services related thereto from PlanetCAD.

2.       DEFINITIONS

AFFILIATE(S) shall mean, with respect to any specified Person, any other Person
that, directly or indirectly, Controls, is Controlled by, or is under common
Control with such Person. As of the date of signature of this Agreement, the
list of Affiliates for each party is specified in Schedule A.

CNDA means the Confidential and Non-Disclosure Agreement among, inter alia,
PlanetCAD and Dassault Systemes executed contemporaneously herewith.

USER means a person who is authorized by a license agreement as specified in
Section 3.3 to use a Product for its internal business purposes.

USER LICENSE AGREEMENT means Dassault Systemes' or Dassault Systemes'
distributors' license agreement that contains similar Intellectual Property
Rights protection of PlanetCAD's licensed Product(s) as is generally accepted as
standard practice in the computer industry. Dasault Systemes will provide a
sample of its standard license agreement upon PlanetCAD' s request.

INTELLECTUAL PROPERTY RIGHTS means rights in (a) inventions, whether or not
patentable, whether or not reduced to practice, and whether or not yet made the
subject of a pending patent application or applications, (b) ideas and
conceptions of potentially patentable subject matter, including without
limitation, any patent disclosures whether or not reduced to practice and
whether or not yet made the subject of a pending patent application or
applications, (c) Patents, (d) Trademarks, (e) copyrights (registered or
otherwise) and registrations and applications for


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registration thereof, all moral rights of authors therein, and all rights
therein provided by international treaties, conventions or common law, (f)
Software, (g) Trade Secrets,

MARKS means PlanetCAD's trademarks, trade names, service marks, and/or service
names as specified in Schedule B together with such other trademarks, trade
names, service marks and/or service names of PlanetCAD as the Parties may add
subsequently by mutual agreement in writing.

PRODUCT(S) means the object code version of computer software and related
documentation listed on Schedule B, including but not limited to any
modifications or additions provided to Dassault Systemes by PlanetCAD pursuant
to this Agreement or any maintenance or integration services provided in
connection herewith, together with any computer software and related
documentation the Parties may add subsequently by mutual agreement in writing.

SOURCE CODE means computer-programming code and related system documentation,
comments and procedural code, that is not directly executable by a computer but
which may be printed our or displayed in a form readable and understandable by a
qualified programmer.

TERRITORY means and is limited to the geographic territory described in Schedule
B attached hereto.

3.       APPOINTMENT; LICENSE GRANT

         3.1. Appointment. Subject to the terms and conditions of this
Agreement, PlanetCAD appoints Dassault Systemes, and Dassault Systemes accepts
such appointment, as an independent, non-exclusive distributor of Products in
and to the Territory. PlanetCAD reserves the rights from time to time, in its
sole discretion and without liability to Dassault Systemes, to offer and sell
any Products in the Territory, directly or through other distributors and
dealers.

         3.2. Grant of Distribution License. Subject to the terms of this
Agreement, PlanetCAD grants Dassault Systemes a non-exclusive, non-transferable
license to (i) market, promote, reproduce for distribution, distribute and
sublicense the Product(s) to Users solely for their own internal business
purposes in the Territory during the term of this Agreement and (ii) use a
reasonable number of copies of each of the Products for the sole purpose of
demonstrating the Products, and training to Users. PlanetCAD further grants to
Dassault Systemes the right to sublicense its distribution rights granted under
this Section 3.2 to Dassault Systemes group distribution network and Dassault
Systemes Affiliates. The license granted in this Section 3.2(ii) shall be
subject to the terms and conditions of the User License Agreement as specified
in Section 3.3 except that such use is restricted to demonstration and training
purposes. PlanetCAD will deliver to Dassault Systemes a master copy of the
Product(s) promptly after the Effective Date and a master copy of any updates as
required under Section 7.3 from which Dassault Systemes may make all authorized
copies pursuant to this Section 3.2.

         3.3 Grant of Source Code License. Upon the Effective Date, PlanetCAD
grants to Dassault Systemes a fully-paid, royalty-free, non-exclusive,
non-transferable, worldwide license:


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                  (i)      To use the Source Code of the Product(s) only to
                           support and maintain the Users, directly, should
                           PlanetCAD be in material breach of its maintenance
                           obligations as provided for under Exhibit D.

                  (ii)     To distribute Source Code of the Product(s) only to
                           the extent necessary to fulfill any contractual
                           source code escrow obligations of third party
                           agreements relating to the sale and distribution of
                           the Product(s). The distribution right set forth
                           herein is subject to (a) Dassault Systemes giving
                           PlanetCAD reasonable notice of such contractual
                           source code escrow obligations and (b) PlanetCAD's
                           approval, which shall not be unreasonably withheld or
                           delayed.

PlanetCAD agrees to deliver to Dassault Systemes a copy of the Product(s) Source
Code for any delivery of the master CD related to the Product(s). Such delivery
will take place before the initial launching of the Product(s) distribution and
will be made for any update of the Product(s).

         3.3. User Agreement. Dassault Systemes may not distribute any
Product(s) to any User unless such User is subject to a license agreement with
Dassault Systemes similar to the license agreements Dassault Systemes uses for
similar or like products. Dassault Systemes will promptly provide PlanetCAD with
such license agreement(s) upon PlanetCAD's request.

         3.4. License Restrictions. Dassault Systemes will not (i) disassemble,
decompile, or reverse engineer any software that is part of the Product(s); (ii)
copy or otherwise reproduce any Product(s), in whole or in part, except for
making reasonable numbers of back-up copies or as expressly authorized by this
Agreement; (iii) modify the Product in any manner, except as it may be expressly
directed by PlanetCAD in writing or except as provided otherwise in this
Agreement; (iv) use the Product(s) in any manner to provide service bureau, time
sharing, or other computer services to third parties.

However, under this Agreement, Dassault Systemes may authorize the User to
provide ASPs, services or access based on or to the Product(s) to User's network
(such as Affiliates and subcontractors or suppliers) for User's internal
business needs.

         3.5. Nature of Distribution. To the extent any Product is or contains
software, PlanetCAD will only license the right to use such Product(s) to
Dassault Systemes for license fees, and will not, and does not, transfer any
right, title or interest in such software to Dassault Systemes nor any User. Use
of the terms "sell," "purchase", "license", "price", and "license fee" in this
Agreement will be interpreted in accordance with this Section 3.5.

4.       OBLIGATIONS OF THE PARTIES

         4.1. PlanetCAD's Obligations. In order to assist Dassault Systemes with
performing its obligations under Section 4.2, PlanetCAD will:

                  4.1.1. Deliver to Dassault Systemes a reasonable number of
demonstration copies of each of the Products as PlanetCAD determines in its
discretion;


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                  4.1.2. Furnish Dassault Systemes with reasonable quantities,
as shall be determined by PlanetCAD, of its standard information, marketing
literature, brochures, manuals, Product information letters, etc., relating to
the Products, and sell any additional copies of such materials to Dassault
Systemes at PlanetCAD's direct cost;

                  4.1.3. Provide training to at least one technical or sales
staff of Dassault Systemes free of charge at the PlanetCAD offices, or at a
location determined by PlanetCAD, provided that the amount of training time will
be reasonable and appropriate in PlanetCAD's judgment, all such training will be
in English, and Dassault Systemes will bear all travel and living expenses for
such personnel sent to PlanetCAD for training.

         4.2. Dassault Systemes' Obligations.

         Dassault Systemes shall:

                  4.2.1. Use its commercially reasonable efforts to advertise,
market, promote, and distribute the Products in the Territory in accordance with
this Agreement. From time to time, the Parties agree to communicate regarding
reasonable marketing and advertising policies.

                  4.2.2. Send at least one of its technical and/or sales
personnel for training on the Product(s) and services to PlanetCAD's offices or
to a location to be determined by the parties, and otherwise train and maintain
a sufficient number of capable technical and sales personnel having the
knowledge and training necessary to (i) inform customers properly concerning the
features and capabilities of the Products and, if necessary, competitive
products; (ii) service and support the Products in accordance with Dassault
Systemes' obligations under this Agreement; and (iii) otherwise carry out the
obligations and responsibilities of Dassault Systemes under this Agreement;

                  4.2.3. Inform PlanetCAD promptly and in writing of any facts
or opinions regarding suspected Product defects, intellectual property
infringement claims, or customer complaints; and

                  4.2.4. Obtain and maintain all government licenses, permits,
and approvals, which are necessary or advisable for the implementation of this
Agreement, and PlanetCAD will cooperate for that purpose whenever it is needed.

                  4.2.5 Dassault Systemes will comply with all applicable
international, national, state, regional and local laws and regulations in
performing its duties hereunder and in any of its dealings with respect to
Products, and if any approval with respect to this Agreement, or the
notification or registration thereof, will be required at any time during the
term of this Agreement, with respect to giving legal effect to this Agreement in
the Territory, or with respect to compliance with exchange regulations.

         4.3. Dassault Systemes Covenants. Dassault Systemes will: (i) conduct
business in a manner that reflects favorably at all times on the Products and
the good name, good will and reputation of PlanetCAD; (ii) avoid deceptive,
misleading or unethical practices that are or might be detrimental to PlanetCAD,
the Products or the public; (iii) make no false or misleading


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representations with regard to PlanetCAD or the Products; (iv) not publish or
employ, or cooperate in the publication or employment of, any misleading or
deceptive advertising material with regard to PlanetCAD or the Products; and (v)
make no representations, warranties or guarantees to customers or to the trade
with respect to the specifications, features or capabilities of the Products
that are inconsistent with the literature distributed by PlanetCAD.

         4.4. Demonstrations. Dassault Systemes will be responsible for
demonstrations and benchmarks of Products to, and evaluations by, its
prospective customers.

         4.5. Costs and Expenses. Except as expressly provided herein or agreed
to in writing each party shall bear its own costs and expenses incurred in the
performance of its obligations under this Agreement, unless Dassault Systemes
expressly requests PlanetCAD to assist in supporting a customer. In such case,
Dassault Systemes will be responsible for payment of PlanetCAD's direct costs
for such support up to an amount agreed to in writing prior to providing the
support.

5.       PAYMENTS

         5.1. Fees. Dassault Systemes will pay PlanetCAD the ongoing
non-refundable amounts set forth in Schedule C for Dassault Systemes'
distribution and sublicensing of the Products, and for PlanetCAD's provision of
maintenance services under Section 7. All shipping or other transportation
charges for delivery of the Products to Dassault Systemes, including insurance
and special packaging, will also be paid by Dassault Systemes.

         5.2. Payment Terms; Taxes.

                  5.2.1. Dassault Systemes will make all payments to PlanetCAD
due under this Agreement in accordance with Schedule C. Payments made under this
Agreement after their due date will incur interest at a rate equal to 1.5% per
month or the highest rate permitted by applicable law, whichever is lower.

                  5.2.2 All payments under this Agreement will be made in United
States currency by bank-to-bank wire transfer to an account designated by
PlanetCAD, unless otherwise agreed to by PlanetCAD in writing.

         5.3. Increases and Decreases.

                  5.3.1 Existing Customers. [REDACTED PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE GENERAL RULES
                  AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT. OMITTED
                  INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
                  COMMISSION TOGETHER WITH SUCH REQUEST FOR CONFIDENTIAL
                  TREATMENT.]

                  5.3.2 New Customers. For new customers, PlanetCAD may increase
                  the published list price of the Product(s) from time to time
                  and the amounts specified on


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                  Schedule C. Such price increases shall be effective ninety
                  (90) days after PlanetCAD provides written notice.

                  5.3.3 New Pricing Structures. PlanetCAD may introduce new
                  pricing Structures for new customers (i.e., implementing up
                  front license fees in lieu of or as an option to subscription
                  license fees), upon providing thirty (30) days prior written
                  notice.

                  5.3.4 Price decreases. Price decreases shall take effect
                  thirty (30) days after PlanetCAD provides written notice.

         5.4. No Setoff. Dassault Systemes will not setoff or offset against
PlanetCAD's invoices amounts that Dassault Systemes claims are due to it.
Dassault Systemes will bring any claims or causes of action it may have in a
separate action and waives any right it may have to offset, setoff or withhold
payment for Products delivered by PlanetCAD.

6.       REPORTS, RECORDS AND AUDITS

         6.1. Reports. Within ten (10) Business Days after the end of each
calendar quarter, Dassault Systemes will deliver to PlanetCAD an itemized
report, subject to adjustment within 30 days of receipt of such report, setting
forth all information reasonably necessary for computation and/or confirmation
of the payments, if any, due or credited to PlanetCAD for such quarterly period.

         6.2 Audit and Reporting. Dassault Systemes shall, during and for two
years after the termination of this Agreement, regarding the distribution of the
Products to each User, keep true and accurate records and books of account
containing all particulars which may be necessary for the purpose of auditing
payments to PlanetCAD under this Agreement. During such two year period, and
upon reasonable notice to Dassault Systemes, PlanetCAD shall have the right to
have an audit conducted through a licensed independent accounting firm, of any
billings, collections, and taxes on such itemized statement, and to examine the
records and books of account of Dassault Systemes in connection therewith.
Dassault Systemes will bear the costs of such audit if a discrepancy or error of
computation in an amount greater than $10,000 in favor of PlanetCAD is
identified. Any audit conducted pursuant to this Section 6.2 shall not be
conducted in such a manner as to unreasonably interfere with Dassault Systemes'
operations and in no event shall an audit be conducted more frequently than once
a year.

7.       MAINTENANCE, SUPPORT, AND TRAINING

         7.1. In addition to the provisions of Section 4.2.2, Dassault Systemes
will be responsible for providing the following support to its Users: installing
the Products as needed; training Users; and providing all first tier level
support to Users.

         7.2. Except as provided otherwise in this Agreement or in a separate
written agreement, PlanetCAD shall not be responsible for providing direct
support to Users.


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         7.3. Subject to receipt of the payments by PlanetCAD for maintenance
specified in Section 5.1, PlanetCAD will provide Dassault Systemes with (i)
second tier level support in accordance with the provisions set forth in
Schedule D, (ii) updates and enhancements for the Products in accordance with
the provisions set forth in Schedule D; (iii) access to PlanetCAD's "hot-line"
for inquiries from Dassault Systemes relating to the Products during PlanetCAD's
ordinary business hours

8.       PROPRIETARY RIGHTS

         8.1. PlanetCAD's Ownership. The Products are and will remain the sole
and exclusive property of PlanetCAD and its suppliers, if any, whether the
Products are separate or combined with any other products. PlanetCAD's rights
under this Section 8.1 will include, but not be limited to: (i) all copies of
the Products, in whole and in part; and (ii) all Intellectual Property Rights in
the Products.

         8.2. Proprietary Rights Notices. Dassault Systemes will not delete or
in any manner alter the Intellectual Property Rights notices of PlanetCAD and
its suppliers, if any, appearing on the Products as delivered to Dassault
Systemes. As a condition of the license rights granted to Dassault Systemes in
this Agreement, Dassault Systemes will reproduce and display such notices on
each copy it makes of any Product.

         8.3. Third Party Infringement. Dassault Systemes will report promptly
to PlanetCAD any infringement of such rights of which Dassault Systemes becomes
aware. PlanetCAD reserves the sole and exclusive right at its discretion to
assert claims against third parties for infringement or misappropriation of its
Intellectual Property Rights in the Products.

         8.4. Trademarks.

                  8.4.1. If any advertisement, or other marketing material used
by Dassault Systemes makes any statement as to the technical features or
capabilities of the Products beyond the information provided to Dassault
Systemes by PlanetCAD. Dassault Systemes will first obtain the written approval
of PlanetCAD prior to publishing such advertisement or material.

                  8.4.2. Subject to the terms and conditions of this Agreement,
PlanetCAD grants Dassault Systemes a non-exclusive, non-transferable license for
the term of this Agreement to use the Marks in Dassault Systemes' marketing of
the Products, provided that such use is in accordance with PlanetCAD's trademark
usage guidelines then in effect and as agreed by the Relationship Managers (see
Section 15.12). Such use must reference the Marks as being owned by PlanetCAD
and will inure to PlanetCAD's benefit. Nothing in this Agreement grants Dassault
Systemes ownership or any rights in or to use the Marks, except in accordance
with this license. The rights granted to Dassault Systemes in this license will
terminate upon any termination or expiration of this Agreement. Upon such
termination or expiration, Dassault Systemes will no longer make any use of any
Marks. PlanetCAD will have the exclusive right to own, use, hold, apply for
registration for, and register the Marks during the term of, and after the
expiration or termination of, this Agreement; Dassault Systemes will neither
take nor authorize any activity inconsistent with such exclusive right.


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9.       WARRANTY

         9.1. Power and Authority. PlanetCAD warrants to Dassault Systemes that
it has sufficient right and authority to grant to Dassault Systemes all licenses
and rights that PlanetCAD grants under this Agreement.

         9.2. Limited Warranty. PlanetCAD warrants to Dassault Systemes that
during the 6 months following delivery to Dassault Systemes (the "Warranty
Period"): (i) the storage media containing the Products will be free from
defects in materials and workmanship, and (ii) the Products, under normal use
and service, will perform in accordance with the Product documentation in all
material respects. In the event the storage media fails to conform to such
warranty, as Dassault Systemes' sole and exclusive remedy for such failure
PlanetCAD will, at its option and without charge to Dassault Systemes, repair or
replace the Products or storage media, provided the nonconforming item is
returned to PlanetCAD within the Warranty Period. In the event the Product fails
to conform to such warranty, as Dassault Systemes' sole and exclusive remedy for
such failure PlanetCAD will, at its option and without charge to Dassault
Systemes, use reasonable efforts to correct the Product so that it performs or
will perform all of the material functions described in such documentation,
provided PlanetCAD received notice of such nonconformity within the Warranty
Period.

         9.3. Disclaimer of Other Warranties. THE WARRANTIES IN THIS SECTION ARE
IN LIEU OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED
TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.

10.      INDEMNITIES

         10.1. Distribution Indemnity. Subject to the terms of Section 10.2,
Dassault Systemes agrees to indemnify PlanetCAD against any third party claims
against PlanetCAD for loss, damage, liability, or expense (including but not
limited to reasonable attorneys' fees) arising out of any acts or omissions of
Dassault Systemes in connection with their activities under this Agreement,
including but not limited to (i) negligence or other tortious conduct, or (ii)
representations or statements not specifically authorized by PlanetCAD herein or
otherwise in writing.

         10.2. Infringement Indemnity.

                  10.2.1. Dassault Systemes agrees that, if the Products or the
operation thereof become, or in PlanetCAD's opinion are likely to become, the
subject of a claim described in this Section 10.2, Dassault Systemes will permit
PlanetCAD, at PlanetCAD's option and expense, either to procure the right for
Dassault Systemes to continue marketing and using such Products or to replace or
modify them so that they become noninfringing. If neither of the foregoing
alternatives is available on terms that PlanetCAD in its sole discretion deems
reasonable, PlanetCAD may terminate this Agreement and refund to Dassault
Systemes an amount equal to the depreciated License Fees paid by Dassault
Systemes for the infringing Product (calculated on a straight line basis over a
five year life).


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                  10.2.2. Notwithstanding the foregoing, PlanetCAD shall not be
liable to Dassault Systemes for (i) any claim arising from Dassault Systemes '
failure to use corrections or enhancements made available by PlanetCAD or (ii)
for any claim based upon the combination, operation or use of the Products with
equipment, data or programming not in accordance with PlanetCAD documentation
and/or specifications or arising from any alteration or modification of the
Products. However, at the time such a claim is brought against Dassault
Systemes, PlanetCAD will conduct a reasonable investigation to determine if
Section 10.2.1 applies to the claim.

                  10.2.3. THE FOREGOING ARE PLANETCAD'S SOLE AND EXCLUSIVE
OBLIGATIONS, AND DASSAULT SYSTEMES' SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO
INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

         10.3. Contingency. The foregoing indemnities shall be contingent upon
(i) the indemnified Party giving prompt written notice to the other Party of any
claim, demand or action for which indemnity is sought; (ii) the indemnified
Party being given sole control of the defense thereof; and (iii) the indemnified
Party fully cooperating in the defense or settlement of any such claim, demand
or action, at the expense of the indemnifying Party.

11.      LIMITATIONS OF LIABILITY

         IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND
WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE TOTAL LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT WILL BE LIMITED TO THE
AMOUNT THAT PLANETCAD HAS RECEIVED PURSUANT TO SECTION 5.1 IN THE TWENTY FOUR
(24) MONTH PERIOD PRECEDING THE CLAIM, EXLUDING CLAIMS UNDER SECTION 10.2. The
Parties have agreed that the limitations specified in this Section 11 will
survive and apply even if any limited remedy specified in this Agreement is
found to have failed of its essential purpose.

12.      TERM AND TERMINATION

         12.1 Term. The term of this Agreement will begin on the Effective Date
and will continue for three (3) years unless it is terminated earlier in
accordance with the provisions hereof, provided, however, that in no event will
PlanetCAD be required to deliver any copies of the Products to Dassault Systemes
until Dassault Systemes has obtained all necessary governmental approvals for
this Agreement and for the distribution of the Products in the Territory. This
Agreement shall automatically renew for additional twelve (12) month periods. In
the event a Party elects not to renew this Agreement, that Party shall provide
the other Party notice of such election six (6) months prior to the expiration
of the then current term.


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         12.2 Event of Termination.

                  12.2.1 Either party will have the right to terminate this
Agreement if: (i) the other party breaches any material term or condition of
this Agreement and fails to cure such breach within thirty (30) days after
written notice; or (ii) the other party becomes the subject of an involuntary
petition in bankruptcy or any involuntary proceeding relating to insolvency,
receivership, liquidation, or composition for the benefit of creditors, if such
involuntary petition or proceeding is not dismissed within sixty (60) days of
filing, or becomes the subject of a voluntary petition in bankruptcy or any
voluntary proceeding relating to insolvency, receivership, liquidation, or
composition for the benefit of creditors.

                  12.2.2 PlanetCAD may terminate this Agreement, effective
immediately, if: (i) Dassault Systemes should attempt to sell, assign, delegate
or transfer any of its rights and obligations under this Agreement without
having obtained PlanetCAD's prior written consent thereto; or (ii) Dassault
Systemes knowingly makes any false or untrue statements or representations to
PlanetCAD herein or in the performance of its obligations hereunder.

         12.3 Effect of Termination.

                  12.3.1 Upon termination or expiration of this Agreement: (i)
all license rights granted to Dassault Systemes hereunder will automatically
terminate, except for allowing maintenance and support of Users up to 18 months
after termination; and Dassault Systemes will immediately cease soliciting
orders for Products and will cease all use of the Marks except as is necessary
to effect maintenance and support of the Products(s) for the 18 months following
termination; (ii) within 18 months, return to PlanetCAD or (at PlanetCAD's
request destroy) all copies of the Products and other Confidential Information
(which shall only be used in connection with providing maintenance and support
for the Products) in its possession or control, and an officer of Dassault
Systemes will certify to PlanetCAD in writing that Dassault Systemes has done
so; (iii) all indebtedness of Dassault Systemes to PlanetCAD shall become
immediately due and payable without further notice or demand, which is hereby
expressly waived; and (iv) all unshipped orders pending at the time of
termination will be honored except in the case of Dassault Systemes' material
breach.

                  12.3.2 The rights and obligations of the Parties contained in
Sections 8, 10, 11, 12.3 and 15 will survive the termination or expiration of
this Agreement.

                  12.3.3 Any rights transferred to a User by Dassault Systemes
in accordance with this Agreement will survive termination of this Agreement.

         12.4 No Damages for Termination. NEITHER PARTY WILL BE LIABLE TO THE
OTHER FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ON
ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH
ITS TERMS. Dassault Systemes WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY
COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS AGREEMENT


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UNDER THE LAW OF THE TERRITORY OR OTHERWISE, OTHER THAN AS EXPRESSLY PROVIDED IN
THIS AGREEMENT. Neither Party will be liable to the other on account of
termination or expiration of this Agreement for reimbursement or damages for the
loss of goodwill, prospective profits or anticipated income, or on account of
any expenditures, investments, leases or commitments made by either Party or for
any other reason whatsoever based upon or growing out of such termination or
expiration.

         12.5 Nonexclusive Remedy. The exercise by either Party of any remedy
under this Agreement will be without prejudice to its other remedies under this
Agreement or otherwise.

13.      COMPLIANCE WITH LAW

         Each party agrees to comply with all applicable laws, rules, and
regulations in connection with its activities under this Agreement. Without
limiting the foregoing, Dassault Systemes acknowledges that all Products,
including documentation and other technical data, are subject to export controls
imposed by the U.S. Export Administration Act of 1979, as amended (the "ACT"),
and the regulations promulgated thereunder. PlanetCAD is responsible for
determining the status of the Products under the above regulations, and Dassault
Systemes will not export or re-export (directly or indirectly) any Products or
documentation or other technical data therefor without complying with the Act
and the regulations thereunder.

14.      PRICING FREEDOM

         Dassault Systemes is, and will remain, entirely free to determine its
User prices and fees in its own discretion.

15.      GENERAL

         15.1. Confidentiality. All communications and information disclosed by
one Party to the other Party under this Agreement shall be subject to the terms
and conditions of the CNDA. Notwithstanding anything to the contrary in the
CNDA, all information relating to the Products shall be deemed confidential
information under the CNDA even though they are not marked confidential.

         15.2. Assignment.

                  (a) This Agreement may be assigned or otherwise transferred,
by operation of law or otherwise without the express written consent of
PlanetCAD and Dassault Systemes, but in such event the assigning Party shall
give notice to the non-assigning Party and the non-assigning Party shall have
the right to terminate its maintenance and support obligations under this
Agreement within the 30-day period following receipt of such notice.

                  (b) Either Party may assign or otherwise transfer all or part
of this Agreement to any of its Affiliates and for as long as it remains an
Affiliate; provided that no such assignment shall relieve a Party of any of its
obligations under this Agreement. In the event there is a change


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of Control of an Affiliate which terminates its status as an Affiliate of the
Party to this Agreement, and this Agreement has been assigned to such an
Affiliate, this Agreement shall be assigned back to the party within 6 months of
the effective date of the change of Control.

                  (c) This Agreement shall be binding upon and inure solely to
the benefit of the Parties hereto and their permitted assigns, subcontractor or
transferee, and nothing herein, express or implied, is intended to or shall
confer upon any other person, including, without limitation, any union or any
employee or former employee of either Party, any legal or equitable right,
benefit or remedy of any nature whatsoever, including, without limitation, any
rights of employment for any specified period, under or by reason of this
Agreement.

         15.3. Press Release. The Parties agree to issue a joint press release
announcing the execution of this Agreement within a reasonable delay of such
execution. Thereafter, Dassault Systemes agrees that PlanetCAD may promote that
PlanetCAD is a provider of the technology set forth on Schedule B to Dassault
Systemes and that Dassault Systemes is a reseller of products of PlanetCAD.

         15.4. Applicable Law, Venue. This Agreement shall be governed by, and
construed in accordance with, the Laws of the State of New York, applicable to
contracts executed in and to be performed entirely within that state (without
regard to the conflicts of Law provisions thereof). This Agreement shall not be
governed by the U.N. Convention on Contracts for the International Sale of
Goods. The parties hereto hereby (a) submit to the exclusive jurisdiction of any
court of competent jurisdiction sitting in the State of Delaware, the City of
Wilmington for the purpose of any Action arising out of or relating to this
Agreement brought by any party hereto, and (b) agree, to the fullest extent
permitted by applicable law, to waive, and not to assert by way of motion,
defense, or otherwise, in any such Action, any claim that is not subject
personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that the Action is brought in an
inconvenient forum, that the venue of the Action is improper, or that this
Agreement may not be enforced in or by any of the above-named courts.

         15.5. Severability. If any provision of this Agreement is found invalid
or unenforceable, that provision will be enforced to the maximum extent
permissible, and the other provisions of this Agreement will remain in force.

         15.6. Force Majeure. Except for payments due hereunder, neither Party
will be responsible for any failure to perform due to causes beyond its
reasonable control (each a "Force Majeure"), including, but not limited to, acts
of God, war, riot, embargoes, acts of civil or military authorities, denial of
or delays in processing of export license applications, fire, floods,
earthquakes, accidents, strikes, or fuel crises, provided that such party gives
prompt written notice thereof to the other party. The time for performance will
be extended for a period equal to the duration of the Force Majeure, but in no
event longer than sixty (60) days.

         15.7. Notices. All notices under this Agreement will be deemed given
when delivered personally, sent by confirmed facsimile transmission, or sent by
certified or registered U.S. mail or nationally-recognized express courier,
return receipt requested, to the address shown below or as may otherwise be
specified by either Party to the other in accordance with this section.


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         15.8. Independent Contractors. The Parties to this Agreement are
independent contractors. There is no relationship of partnership, joint venture,
employment, franchise, or agency between the Parties. Neither Party will have
the power to bind the other or incur obligations on the other's behalf without
the other's prior written consent.

         15.9. Waiver. No failure of either Party to exercise or enforce any of
its rights under this Agreement will act as a waiver of such rights.

         15.10. Entire Agreement. This Agreement and its exhibits are the
complete and exclusive agreement between the parties with respect to the subject
matter hereof, superseding and replacing any and all prior agreements,
communications, and understandings (both written and oral) regarding such
subject matter. This Agreement may only be modified, or any rights under it
waived, by a written document executed by both Parties.

         15.11 Third Party License. Each party is relieved of its obligations,
if any, to (i) deliver the Source Code of a product licensed hereunder or (ii)
authorize the creation of Derivative Works or corrections from Source Code
hereunder to the extent that fulfilling such obligations would cause such party
to breach any third party license agreement entered into by such party after the
Effective Date.

         15.12 Relationship Managers. Each party will appoint a Relationship
Manager who will be responsible for establishing mutually agreeable pricing
policies, marketing plans and trademarks usage, support request procedures and
sales forecasting and will coordinate customers feedback for product managers.
The Relationship Managers will have regular meeting at least once per quarter
either in person or by phone.

         15.13 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY WITH RESPECT TO ANY ACTIONS OR PROCEEDINGS DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED HEREUNDER.




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The parties have caused this Agreement to be executed by their duly-authorized
representatives as of the Effective Date.


                                        
DASSAULT SYSTEMES                          PLANETCAD INC.
By: /s/ Thibault de Tersant                By: /s/ R. Bruce Morgan
Name: Thibault de Tersant                  Name: R. Bruce Morgan
Title: Executive Vice President            Title: Chief Executive Officer










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