<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>31
<FILENAME>w59294ex10-25.txt
<DESCRIPTION>AMENDMENT TO SECURITIES PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.25


                  AMENDMENT TO SECURITIES PURCHASE AGREEMENT


            AMENDMENT TO SECURITIES PURCHASE AGREEMENT dated as of July 2,
2001 (the "Amendment"), by and among Bentley Systems, Incorporated, a
Delaware corporation (the "Company"), Gregory S. Bentley, Keith A. Bentley,
Barry J. Bentley and Cristobal Conde, David Ehret and Robert Greifeld.

                                   Background

         1. On December 26, 2000, the Company entered into a Securities Purchase
Agreement (the "Securities Purchase Agreement") with the several purchasers
named in Schedule I attached thereto (the "First Tranche Purchasers") and
Raymond B. Bentley and Richard P. Bentley for certain limited purposes specified
therein, with respect to the Company's sale and the First Tranche Purchasers'
purchase of an aggregate 75,000 shares of Senior Class C Common Stock of the
Company (the "Class C Common Stock") and Common Stock Purchase Warrants to
purchase up to an aggregate 1,040,000 shares of Class B Non-Voting Common Stock
of the Company (the "Warrant Shares"). The aggregate price of the shares of
Class C Common Stock and Warrant Shares so purchased and sold was $7.5 million.

         2. Pursuant to Section 1.2(c) of the Securities Purchase Agreement, the
Company had the right and option to sell up to an aggregate 75,000 additional
shares of Class C Common Stock and 1,040,000 additional Warrant Shares in one or
more closings on or prior to March 31, 2001.

         3. The parties hereto desire to amend Section 1.2(c) of the Securities
Purchase Agreement in accordance with Section 6.14 of the Securities Purchase
Agreement to extend the date by which the additional Class C Common Stock and
additional Warrant Shares may be sold under said Section 1.2(c) to the date set
forth in this Amendment.

            NOW, THEREFORE, in consideration of the promises and the agreements
contained herein, the parties hereto, intending to be legally bound, agree as
follows:

            Section 1. Amendment. The first sentence of Section 1.2(c) of the
Securities Purchase Agreement is hereby amended by deleting "March 31, 2001" and
replacing it with "September 30, 2001."

            Section 2. Securities Purchase Agreement in Full Force and Effect as
Amended. Except as specifically amended hereby, all of the terms and conditions
of the Securities Purchase Agreement shall remain in full force and effect. All
references to the Securities Purchase Agreement in any other document or
instrument shall be deemed to mean such Securities Purchase Agreement as amended
by this Agreement. The parties hereto agree to be bound by the terms and
obligations of the Securities Purchase Agreement, as amended by this Amendment,
as though the terms and obligations of the Securities Purchase Agreement were
set forth herein.

<PAGE>

            Section 3. Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.

            Section 4. Governing Law. This Amendment is made pursuant to, and
shall be construed and enforced in accordance with, the laws of the State of
Delaware, irrespective of the principal place of business, residence or domicile
of the parties hereto, and without giving effect to otherwise applicable
principles of conflicts of law.

            Section 5. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Securities Purchase Agreement.


                            [signature page follows]


                                      -2-
<PAGE>


            IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.

                                    BENTLEY SYSTEMS, INCORPORATED



                                    By: /s/ David G. Nation
                                       _________________________________
                                       Name:   David G. Nation
                                       Title:  Senior Vice President


                                    /s/ Gregory S. Bentley
                                    ____________________________________
                                    Gregory S. Bentley


                                    /s/ Keith A. Bentley
                                    ____________________________________
                                    Keith A. Bentley


                                    /s/ Barry J. Bentley
                                    ____________________________________
                                    Barry J. Bentley


                                    /s/ David Ehret
                                    ____________________________________
                                    David Ehret


                                    /s/ Christobal Conde
                                    ____________________________________
                                    Christobal Conde



                                    ____________________________________
                                    Robert Greifeld


         [Signature Page to Amendment to Securities Purchase Agreement]

<PAGE>




                    JOINDER TO SECURITIES PURCHASE AGREEMENT

         THIS JOINDER TO SECURITIES PURCHASE AGREEMENT (this "Joinder
Agreement") is made as of this 2nd day of July, 2001 by and among Bentley
Systems, Incorporated, a Delaware corporation (the "Company"), Malcolm S. Walter
and Argosy Investment Partners II, L.P., a Delaware limited partnership
(together with Malcolm S. Walter, the "Purchasers"). All initially capitalized
terms used but not otherwise defined in this Joinder Agreement shall have the
meanings given to such terms in the Securities Purchase Agreement (as such term
is hereinafter defined).

                                   BACKGROUND

         1. On December 26, 2000, the Company entered into the Securities
Purchase Agreement (the "Securities Purchase Agreement") with the several
purchasers named in Schedule I attached thereto (the "First Tranche Purchasers")
and Raymond B. Bentley and Richard P. Bentley for certain limited purposes
specified therein, with respect to the Company's sale and the First Tranche
Purchasers' purchase of an aggregate 75,000 shares of the Senior Class C Common
Stock of the Company (the "Class C Shares") and Common Stock Purchase Warrants
to purchase up to an aggregate 1,040,000 shares of Class B Non-Voting Common
Stock of the Company ("Class B Shares"). The aggregate price of the Class C
Shares and warrants so purchased and sold was $7.5 million.

         2. Pursuant to Section 1.2(c) of the Securities Purchase Agreement, the
Company had the right and option to sell up to an aggregate 75,000 additional
Class C Shares and Common Stock Purchase Warrants to purchase up to an aggregate
1,040,000 additional Class B Shares (collectively, the "Second Tranche") in one
or more closings on or prior to March 31, 2001.

         3. PNC Bank, National Association and, in accordance with Section 6.14
of the Securities Purchase Agreement, the Company and the Required Holders, have
consented in writing on or prior to the date hereof to the amendment of Section
1.2(c) of the Securities Purchase Agreement to extend the date for the closing
of the sale of additional Class C Shares and Common Stock Purchase Warrants to
on or prior to September 30, 2001 (the "SPA Amendment").

         4. The Company and the Purchasers desire to sell and purchase,
respectively, an aggregate 26,000 Class C Shares and Common Stock Purchase
Warrants to purchase 360,533.3 Class B Shares on the date hereof. Such sale and
purchase shall be an Additional Closing under the Securities Purchase Agreement.
In order to effect such transaction, the Purchasers desire to join in the
Securities Purchase Agreement in accordance with Section 1.2(c) thereof.

                  NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:


                                      -1-
<PAGE>
         1.1 Joinder. In connection with the purchase by him or it of the number
of Class C Shares and Common Stock Purchase Warrants to purchase the number of
Class B Shares indicated on Schedule I attached hereto, each of the Purchasers
hereby acknowledges and agrees that, effective as of the date hereof, he or it
shall be added as a party to the Securities Purchase Agreement, as amended by
the SPA Amendment, and shall be bound by all provisions of the Securities
Purchase Agreement, as so amended, to the same extent as each of the First
Tranche Purchasers.

         1.2 Disclosure Statement. Pursuant to Section 1.2(c) of the Securities
Purchase Agreement, the Company has provided the Purchasers with a Disclosure
Statement dated the date hereof and attached hereto as Exhibit A, which
Disclosure Statement shall serve as the Disclosure Statement related to the
Additional Closing to which this Joinder Agreement relates.

         1.3 Financial Statements. The Company has delivered to the Purchasers
its audited balance sheet as of December 31, 2000 and the related audited
consolidated statements of income and cash flow for the twelve months ended
December 31, 2000 and its unaudited balance sheet as of March 31, 2001 (the
"Balance Sheet") and the related unaudited consolidated statements of income and
cash flow for the three months ended March 31, 2001. All such financial
statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated
("GAAP") and fairly present the financial condition and operating results of the
Company as of and for the periods set forth therein in accordance with GAAP,
consistently applied, except that the Balance Sheet may not contain all
footnotes required by GAAP, and is subject to normal recurring year end
adjustments. Except as set forth in the Balance Sheet and the related notes
thereto, the Company has no material liabilities, contingent or otherwise, other
than (a) current liabilities (as defined by GAAP) incurred in the ordinary
course of business subsequent to March 31, 2001 and (b) obligations under
contracts and commitments incurred in the ordinary course of business that are
not required: (i) under GAAP to be reflected on the Balance Sheet, or (ii) to be
disclosed pursuant to Statement of Financial Accounting Standards No.5.

         1.4 Counterparts. This Joinder Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Joinder Agreement by
signing any such counterpart.

                            [signature page follows]


                                      -2-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Joinder Agreement to be executed as of the date first above
written.

                       COMPANY:

                       BENTLEY SYSTEMS, INCORPORATED

                       By:      /s/ David G. Nation
                          -----------------------------------------
                               Name:  David G. Nation
                               Title: Senior Vice President


                       PURCHASERS:

                       ARGOSY INVESTMENT PARTNERS II, L.P.

                       By:  Argosy Associates II, L.P., its General Partner

                             By: Argosy Associates II, Inc., its General Partner

                             By:      /s/ Kirk B. Griswold
                                -----------------------------------------
                                     Name:  Kirk B. Griswold
                                     Title:    Vice President



                            __xxxxxxxxxxxxxxxxxx_______________
                            Gregory S. Bentley

                              /s/ Malcolm Walter
                            ------------------------------------
                            Malcolm Walter

          [Signature Page to Joinder to Securities Purchase Agreement]


                                      -3-
<PAGE>
                                   SCHEDULE I
                              TO JOINDER AGREEMENT

<TABLE>
<CAPTION>
Purchaser                     Shares of Senior Class    Warrants to Purchase     Aggregate Purchase Price
                              C Common Stock            Shares of Class B Non-
                                                        Voting Common Stock

<S>                           <C>                       <C>                      <C>
Argosy Investment Partners    25,000                    346,666.67               $2,500,000
II, L.P.

Malcolm Walter                1,000                     13,866.67                $100,000
</TABLE>




                                      -4-


</TEXT>
</DOCUMENT>
