<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>22
<FILENAME>w59294ex10-16.txt
<DESCRIPTION>FORM OF WARRANT PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                  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.



<PAGE>

         (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-
<PAGE>

         (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-
<PAGE>

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-
<PAGE>

                  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-
<PAGE>

                  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-
<PAGE>

         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-
<PAGE>

                                    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-
<PAGE>

         (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-
<PAGE>

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-
<PAGE>

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-
<PAGE>

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-
<PAGE>

         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-
<PAGE>

                     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.

<TABLE>
<CAPTION>
                                                    Shares of Common
                  Name :                            Stock underlying Warrants
<S>                                                 <C>
                  PNC Bank, N.A.                    640,844

                  Citicorp USA, Inc.                347,446
</TABLE>


                                      -14-

</TEXT>
</DOCUMENT>
