<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>29
<FILENAME>w59294ex10-23.txt
<DESCRIPTION>WAREHOUSE AND SHIPPING OUTSOURCING AGREEMENT
<TEXT>
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                                                                  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

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            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.
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                  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,

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            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.

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                  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


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