<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>24
<FILENAME>w59294ex10-18.txt
<DESCRIPTION>FORM OF COMMON STOCK PURCHASE WARRANT
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.18



         THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (TOGETHER,
         THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE
         OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF
         COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR BENTLEY SYSTEMS,
         INCORPORATED, TO THE EFFECT THAT THE PROPOSED SALE, ASSIGNMENT,
         TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER
         THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

Date as of July 2, 2001

                          Bentley Systems, Incorporated


                          Common Stock Purchase Warrant


     Bentley Systems, Incorporated, a Delaware corporation (the "Company"),
hereby certifies that, in consideration for [_____] and [_______] Bentley
(collectively, "Holder") entering into a Guaranty and Surety Agreement (the
"Agreement") dated December 26, 2000 (the "Closing Date") in favor of PNC Bank,
National Association ("Agent"), pursuant to which Holder guaranteed certain
obligations of the Company to Agent under the Credit Agreement (as defined
below), Holder, or permitted assigns, is entitled, subject to the terms set
forth below, to purchase from the Company, at any time and from time to time
prior to the tenth anniversary of the Closing Date (the "Expiration Date"), up
to [_______] fully paid and non-assessable shares (the "Warrant Shares") of the
Class B Non-Voting Common Stock, par value $.01 per share, of the Company at a
price per share equal to the Purchase Price (as hereinafter defined); provided,
however, that except as provided in Section 2 hereof, Holder shall not have the
right to exercise this Warrant prior to the fifth anniversary of the Closing
Date. [_____] and [_______] Bentley hold this Warrant as joint tenants with
rights of survivorship. "Purchase Price" means the applicable Exercise Price per
Share (as defined in Schedule I attached hereto) as adjusted from time to time
in accordance with Section 2. Notwithstanding the foregoing, the Purchase Price
and the number and character of shares issuable under this Warrant are subject
to adjustment as set forth in Section 2. This Warrant is herein called the
"Warrant." The term "Credit Agreement" refers to the Revolving Credit and
Security Agreement dated as of December 26, 2000 among the Company, Atlantech
Solutions, Inc., Bentley Software, Inc., Agent, and the lenders named therein.

     1. EXERCISE OF WARRANT. The purchase rights evidenced by this Warrant shall
be exercised by the holder hereof by surrendering this Warrant, with the form of
subscription at the end hereof duly executed by such holder, to the Company at
its office at 685 Stockton Drive, Exton, PA 19341, or such other address as the
Company may specify by written notice to the registered holder hereof,
accompanied by payment, in cash, by certified or official bank check or by wire
transfer of an amount equal to the Purchase Price multiplied by the number of
shares being purchased pursuant to such exercise of the Warrant.


<PAGE>



         1.1 Partial Exercise. This Warrant may be exercised for (or cancelled
under Section 1.2 as to) less than the full number of Warrant Shares issuable
hereunder, in which case the number of shares receivable upon the exercise (or
cancellation) of this Warrant as a whole, and the sum payable upon the exercise
of this Warrant as a whole, shall be proportionately reduced. Upon any such
partial exercise (or cancellation), the Company at its expense will forthwith
issue to the holder hereof a new Warrant or Warrants of like tenor calling for
the number of Warrant Shares as to which rights have not been exercised (or
cancelled), such Warrant or Warrants to be issued in the name of the holder
hereof or such holder's nominee (upon payment by such holder of any applicable
transfer taxes).

         1.2 Net Issue Exercise. In lieu of exercising this Warrant or in
connection with an automatic exercise under Section 2.1, the holder hereof may
elect to receive a number of Warrant Shares equal to the discount percentage in
Schedule I that is applicable based on the date of such election times the
number of Warrant Shares with respect to which such election is made. Holder may
make such an election by surrendering this Warrant at the principal office of
the Company together with notice of such election, in which event the Company
shall issue such Warrant Shares to Holder.

     2. IPO; LIQUIDITY EVENT; ADJUSTMENTS TO PURCHASE PRICE.

         2.1 Liquidity Event. This Warrant shall be automatically exercised upon
the first to occur of (i) the consummation of an IPO (as defined below) or (ii)
the consummation of a Liquidity Event (as defined below). This Warrant shall
become exercisable but shall not be required to be exercised by the Holder upon
a Change of Control of the Company that is not a Liquidity Event. "Change of
Control" shall be an event that results in the Bentleys (as defined below)
ceasing to own or control more than 50% of the voting securities of the Company.
The Company shall provide the Holder hereof with notice of any event that can
result in the exercise of this Warrant under this Section 2.1 pursuant to the
provisions of Section 10 hereof. If this Warrant is exercised in connection with
an IPO, the exercise may, at the option of the holder of this Warrant, be
conditioned upon the closing with the underwriters of the sale of securities
pursuant to the IPO, in which event the holder of this Warrant shall not be
deemed to have exercised this Warrant until immediately prior to the closing of
such sale of securities. "IPO" means the Company's initial public offering
pursuant to an effective registration statement filed by the Company under the
Act covering the offer and sale to the public for the account of the Company of
any class or series of common stock of the Company resulting in aggregate gross
proceeds to the Company of not less than $15 million at a "pre-money" valuation
of at least $225 million; provided, however, that an IPO will be deemed to have
occurred as of the end of two consecutive calendar quarters following a public
offering that does not meet the requirements set forth above if the average
daily market capitalization of the Company during such quarters (as measured
based upon the price per share of the securities sold by the Company in such
public offering) is equal to or greater than $225 million. "Liquidity Event"
means a sale of all or substantially all of the assets of the Company or a
merger of the Company that results in the Company's stockholders immediately
prior to such transaction holding less than 50% of the voting power of the
surviving, continuing or purchasing entity. "Bentleys" shall mean Gregory S.
Bentley, Keith A. Bentley, Barry J. Bentley, Raymond P. Bentley and Richard P.
Bentley collectively.


                                       -2-
<PAGE>


         2.2 Adjustments to Purchase Price and Number of Warrant Shares. Prior
to the Expiration Date, the Purchase Price and the number of Warrant Shares
purchasable upon the exercise of this Warrant are subject to adjustment from
time to time upon the occurrence of any of the events enumerated in this Section
2.2. For purposes of this Section 2.2, "Fair Market Value per Share" of
securities shall mean: (i) if such securities are traded on a securities
exchange, the average of the closing prices of the securities on such exchange
during the ten (10) trading day period ending three (3) trading days prior to
the applicable date; (ii) if such securities are traded over-the-counter, the
average of the closing sales prices of the securities during the ten (10)
trading day period ending three (3) trading days prior to the applicable date;
and (iii) if there is no public market for such securities, the fair market
value thereof as determined in good faith by the Board of Directors of the
Company.

             (a) In the event that the Company shall at any time after the
Closing Date and prior to the Expiration Date (i) declare a dividend on common
stock in shares or other securities of the Company, (ii) split or subdivide the
outstanding common stock, (iii) combine the outstanding common stock into a
smaller number of shares or (iv) issue by reclassification of its common stock
any shares of other securities of the Company, then, in each such event, the
number of Warrant Shares purchasable upon exercise of this Warrant immediately
prior thereto shall be adjusted so that on exercise in accordance herewith the
holder shall be entitled to receive the kind and number of shares or other
securities of the Company which the holder would have owned or have been
entitled to receive after the happening of any of the events described above had
this Warrant been exercised immediately prior to the happening of such event (or
any record date with respect thereto). Such adjustment shall be made whenever
any of the events listed above shall occur. An adjustment made pursuant to this
subsection (a) shall become effective immediately after the effective date of
the event retroactive to the record date, if any, for the event.

             (b) (i) In the event that the Company shall at any time after the
Closing Date and prior to the Expiration Date issue any shares of common stock
(excluding shares of common stock issuable upon (A) the conversion or exchange
of Convertible Securities (as defined below) which includes without limitation
Series A Convertible Preferred Stock of the Company (the "Preferred Stock") and
shares of Class B Non-Voting Common Stock held in escrow under the Escrow
Agreement between the Company and Bachow Investment Partners III, L.P., a
Delaware limited partnership (the "Escrow Agreement"), (B) exercise of Options
(as defined below), (C) the conversion of common stock outstanding as of the
date hereof, (D) the exercise of warrants to purchase up to 988,290 shares of
Class B Non-Voting Common Stock issued to the lenders pursuant to the Credit
Agreement, or (E) exercise of warrants to purchase shares of Class B Non-Voting
Common Stock issued pursuant to the terms of the Securities Purchase Agreement
dated December 26, 2000 among the Company and the purchasers named therein)
without consideration or at a price per share less than the Fair Market Value
per Share, then, in each such event (an "Adjustment Event"), the number of
Warrant Shares purchasable upon exercise of this Warrant immediately prior
thereto (the "Initial Number") shall be adjusted so that the holder of this
Warrant when exercised shall be entitled to receive the number of Warrant Shares
determined by multiplying the Initial Number by a fraction, of which the
numerator shall be the number of shares of common stock outstanding immediately
prior to such Adjustment Event plus the number of additional shares of common
stock issued for purchase in such Adjustment Event, and of which the denominator
shall be the number of shares of common


                                      -3-
<PAGE>


stock outstanding immediately prior to such Adjustment Event plus the number of
shares of common stock which the aggregate issuance price of the total number of
shares of common stock issued in such Adjustment Event would purchase at the
Exercise Price per Share then in effect.

                 (ii) In the event that, at any time after the Closing Date, the
Company shall in any manner issue or sell any stock or other securities
convertible into or exchangeable for shares of common stock (such convertible or
exchangeable stock or securities being herein referred to as "Convertible
Securities") or grant any rights to subscribe for or to purchase, or any options
or warrants for the purchase of, shares of common stock or Convertible
Securities (such rights, options or warrants being herein referred to as
"Options") and the price per share for which shares of common stock are issuable
pursuant to such Options or upon conversion or exchange of such Convertible
Securities (determined by dividing (A) the total amount, if any, received or
receivable by the Company as consideration for the granting of such Options, or
issuance or sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration payable to the Company upon the exercise of
such Options, plus, in the case of such Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable upon the
conversion or exchange thereof, by (B) the total maximum number of shares of
common stock issuable pursuant to such Options or upon the conversion or
exchange of the total maximum amount of such Convertible Securities) shall be
less than the Fair Market Value per Share in effect immediately prior to the
time of the granting of such Options or issuance or sale of such Options or
Convertible Securities, then the total maximum number of shares of common stock
issuable pursuant to such Options or upon conversion or exchange of the total
maximum amount of such Convertible Securities issued or issuable upon the
exercise of such Options shall (as of the date of the granting of such Options
or issuance or sale of such Convertible Securities) be deemed to be outstanding
and to have been issued or sold for purposes of subsection (b)(i) hereof for the
price per share as so determined; provided that, except as provided in the
following proviso, no further adjustment of the number of Warrant Shares
issuable upon exercise of the Warrants shall be made upon actual issue of shares
of common stock so deemed to have been issued; provided further, that upon the
expiration or termination of any unexercised Options or conversion or exchange
privileges for which any adjustment was made pursuant to subsection (b)(i) and
this subsection (b)(ii) (or, if the purchase price provided for in any Option
referred to in this subsection (b)(ii), the additional consideration, if any,
payable upon the conversion or exchange of any Convertible Securities referred
to in this subsection (b)(ii), or the rate at which any Convertible Securities
referred to in this subsection (b)(ii) are convertible into or exchangeable for
common stock shall change at any time), then the number of Warrant Shares
issuable upon exercise of the Warrants shall be readjusted and shall thereafter
be such number as would have prevailed had the number of Warrant Shares issuable
upon exercise of the Warrants been originally adjusted (or had the original
adjustment not been required, as the case may be) on the basis of (A) the shares
of common stock, if any, actually issued or sold upon the exercise of such
Options or conversion or exchange rights and (B) the consideration actually
received by the Company upon such exercise plus the consideration, if any,
actually received by the Company for the issuance, sale or grant of all of such
Options or Convertible Securities whether or not exercised; provided, however,
that no such readjustment shall have the effect of decreasing the number of
Warrant Shares issuable upon exercise of this Warrant by an amount in excess of
the amount of the adjustment initially made for the issuance, sale or grant of
such Options or Convertible Securities.


                                      -4-
<PAGE>


                 (iii) If the Company at any time while this Warrant is
outstanding shall, directly or otherwise, purchase, redeem or otherwise acquire
any shares of common stock of the Company at a price per share greater than the
Fair Market Value per Share then in effect (other than any such acquisition of
shares of common stock or Options from any officer or employee of the Company or
any redemptions, whether in whole or in part, of the Senior Common Stock), the
Initial Number shall be adjusted so that the holder of this Warrant shall be
entitled to receive the number of Warrant Shares determined by multiplying the
Initial Number by a fraction, of which the numerator shall be the number of
shares of common stock outstanding immediately after such purchase, redemption
or acquisition and of which the denominator shall be the number of shares of
common stock outstanding immediately prior to such purchase, redemption or
acquisition minus the number of shares of common stock, which the aggregate
consideration for the total number of such shares of common stock so purchased,
redeemed or acquired would purchase at the Exercise Price per Share then in
effect. For purposes of this subsection (iii), the date as of which the Exercise
Price per Share shall be computed shall be the date of actual purchase,
redemption or acquisition of such common stock.

                 (iv) In case any subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Board of
Directors of the Company or, if the holder shall, in the exercise of its sole
discretion, object to such determination, by appraisal under the process set
forth in Schedule I attached hereto. Shares of common stock owned by or held for
the account of the Company shall not be deemed outstanding for the purpose of
any computation pursuant to this Section 2.2(b).

             (c) No adjustment in the number of Warrant Shares shall be required
unless such adjustment would require an increase or decrease of at least .25% in
the aggregate number of Warrant Shares purchasable upon exercise of this
Warrant; provided that any adjustments which by reason of this subsection 2.2(c)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment; provided, however, that notwithstanding the
foregoing, all such adjustments shall be made no later than three years from the
date of the first event that would have required an adjustment but for this
paragraph. All calculations under this Section 2.2 shall be made to the nearest
cent or to the nearest whole share, as the case may be.

             (d) If at any time, as a result of an adjustment made pursuant to
this Section 2.2, the holder of this Warrant shall become entitled to receive
any shares of the Company other than shares of Class B Non-Voting Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Warrant Shares contained in this Section 2.2, and the provisions of this
Agreement with respect to the Warrant Shares shall apply on like terms to such
other shares.

             (e) Whenever the number of Warrant Shares purchasable upon the
exercise of this Warrant is adjusted, the Purchase Price payable upon exercise
of this Warrant shall be adjusted by multiplying such Purchase Price immediately
prior to such adjustment by a fraction, the numerator of which shall be the
number of Warrant Shares purchasable upon the


                                      -5-
<PAGE>


exercise of this Warrant immediately prior to such adjustment, and the
denominator of which shall be the number of Warrant Shares purchasable
immediately after such adjustment.

             (f) In the event of any capital reorganization of the Company, or
in the case of the consolidation of the Company with or the merger of the
Company with or into any other entity or of the sale of the properties and
assets of the Company as, or substantially as, an entirety to any other entity,
this Warrant shall, after such capital reorganization, consolidation, merger or
sale, and in lieu of being exercisable for Warrant Shares, be exercisable, upon
the terms and conditions specified in this Warrant, for the number of shares of
stock or other securities or assets (including cash) to which a holder of the
number of Warrant Shares purchasable (at the time of such capital
reorganization, consolidation, merger or sale) upon exercise of such Warrant
would have been entitled upon such capital reorganization, consolidation, merger
or sale; and in any such case, if necessary, the provisions set forth in this
Section 2.2 with respect to the rights thereafter of the holder of this Warrant
shall be appropriately adjusted so as to be applicable, as nearly as they may
reasonably be, to any shares of stock or other securities or assets thereafter
deliverable on the exercise of this Warrant. The Company shall not effect any
such capital reorganization, consolidation, merger or sale unless prior to or
simultaneously with the consummation thereof, the successor corporation (if
other than the Company) resulting from such capital reorganization,
consolidation, merger or sale or the entity purchasing such assets or the
appropriate corporation or entity shall assume, by written instrument, the
obligation to deliver to the holder of this Warrant the shares of stock,
securities or assets to which, in accordance with the foregoing provisions, such
holder may be entitled and all other obligations of the Company under this
Warrant (and if the Company shall survive the consummation of such capital
reorganization, consolidation, merger or sale, such assumption shall be in
addition to, and shall not release the Company from, any continuing obligations
of the Company under this Warrant).

             (g) If any question shall at any time arise with respect to the
adjusted Purchase Price or Warrant Shares issuable upon exercise, such question
shall be determined by the independent auditors of the Company and such
determination shall be binding upon the Company and the holders of this Warrant
and the Warrant Shares.

             (h) Notices to Warrant Holders. Upon any adjustment of the Purchase
Price or number of Warrant Shares issuable upon exercise pursuant to Section
2.2, the Company shall promptly, but in any event within 10 days thereafter,
cause to be given to the registered holder of this Warrant, at its address
appearing on the Warrant Register by registered mail, postage prepaid, a
certificate signed by its chief financial officer setting forth the Purchase
Price as so adjusted and/or the number of Warrant Shares issuable upon the
exercise of this Warrant as so adjusted and describing in reasonable detail the
facts accounting for such adjustment and the method of calculation used.

     3. DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as practicable after
the exercise of this Warrant and payment of the Purchase Price, and in any event
within ten (10) days thereafter, the Company, at its expense, will cause to be
issued in the name of and delivered to the holder hereof a certificate or
certificates for the number of fully paid and non-assessable shares or other
securities or property to which such holder shall be entitled upon such
exercise, plus, in lieu of any fractional share to which such holder would
otherwise be


                                      -6-
<PAGE>


entitled, cash in an amount determined in accordance with Section 1.2 hereof.
The Company agrees that the shares so purchased shall be deemed to be issued to
the holder hereof as the record owner of such shares as of the close of business
on the date on which this Warrant shall have been surrendered and payment made
for such shares as aforesaid.

     4. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant and
(in the case of loss, theft or destruction) upon delivery of an indemnity
agreement (with surety if reasonably required) in an amount reasonably
satisfactory to it, or (in the case of mutilation) upon surrender and
cancellation thereof, the Company will issue, in lieu thereof, a new Warrant of
like tenor.

     5. REDEMPTION.

         5.1 Holder Redemption. On or after the fifth anniversary of the Closing
Date, if the Company has not yet consummated an IPO or a Liquidity Event, the
holder hereof shall have the right (the "Redemption Right") to require the
Company to redeem the Warrant for a redemption price (the "Redemption Amount")
corresponding to the Warrant Fair Market Value (as calculated pursuant to
Schedule I attached hereto). The Company shall pay the Redemption Amount, in
cash, within one hundred eighty (180) days of receiving notice from the holder
that the holder is exercising the Redemption Right, together with interest on
such amount accruing from the date on which the Company receives notice from the
holder that the holder is exercising its Redemption Right to the date such
amount is paid at an interest rate equal to the annual prime interest rate then
in effect as set by PNC Bank, National Association. Upon a redemption under this
Section 5.1, the holder shall surrender this Warrant to the Company at its
office specified in Section 1 hereof, and the Company shall cancel this Warrant.

         5.2 Company Redemption. On or after the fifth anniversary of the
Closing Date, if the Company has not yet consummated an IPO or a Liquidity
Event, the Company shall have the right (the "Company Redemption Right") to
redeem the Warrant for a redemption price (the "Company Redemption Amount")
corresponding to the Warrant Fair Market Value (as calculated pursuant to
Schedule I attached hereto). The Company shall pay the Company Redemption
Amount, in cash, on the thirtieth day after it has given notice of such
redemption to the holder, together with interest on such amount accruing from
the date on which the Company gives notice to the holder that the Company is
exercising its Redemption Right at an interest rate equal to the annual prime
interest rate then in effect as set by PNC Bank, National Association; provided
that prior to the expiration of such thirty (30) day period, the holder may
exercise the Warrant in accordance with Section 1 hereof. Upon a redemption
under this Section 5.2, the holder shall surrender this Warrant to the Company
at its office specified in Section 1 hereof, and the Company shall cancel this
Warrant.

         5.3 Preferred Stock. Notwithstanding the foregoing provisions of
Section 5.1 and Section 5.2, each time that a holder of a Warrant seeks to
exercise the Redemption Right or the Company seeks to exercise the Company
Redemption Right, notice of such exercise shall be given by the Company
(promptly upon its receipt or issuance of the applicable notice) to each holder
of the Preferred Stock and no redemption of a Warrant shall occur prior to
thirty (30) days after such notice is provided to each holder of Preferred
Stock. If any holder of Preferred Stock


                                      -7-
<PAGE>


exercises its Stockholder Redemption Right (as defined in Section (C)3(a) of the
Certificate of Incorporation of the Company) during such thirty (30) day period,
no redemption of this Warrant shall occur until all amounts due to all such
exercising holders of Preferred Stock have been paid in full.

     6. RESERVATION AND ISSUANCE OF WARRANT SHARES. (a) The Company will at all
times have authorized, and reserve and keep available, free from preemptive
rights, for the purpose of enabling it to satisfy any obligation to issue
Warrant Shares upon the exercise of this Warrant, the number of shares
deliverable upon exercise of this Warrant.

             (b) Before taking any action which would cause an adjustment
pursuant to Section 2.2 hereof reducing the Purchase Price below the then par
value (if any) of the Warrant Shares issuable upon exercise of this Warrant, the
Company will take any corporate action which may be necessary in order that the
Company may validly and legally issue Warrant Shares at the Purchase Price as so
adjusted.

             (c) The Company covenants that all Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be free from all taxes
with respect to the issuance thereof and from all liens, charges and security
interests.

     7. NEGOTIABILITY. This Warrant is issued upon the following terms, to all
of which each taker or owner hereof consents and agrees:

             (a) Except as provided in the Certificate of Incorporation, as
amended, and Amended and Restated By-laws of the Company, and subject to the
legend appearing on the first page hereof, title to this Warrant may be
transferred by endorsement (by the holder hereof executing the form of
assignment at the end hereof including guaranty of signature) and delivery in
the same manner as in the case of a negotiable instrument transferable by
endorsement and delivery. Absent an effective registration statement under the
Act, covering the disposition of this Warrant or the Warrant Shares issued or
issuable upon exercise hereof, the holder will not sell or transfer any or all
of such Warrant or Warrant Shares, as the case may be, without first providing
the Company with an opinion of counsel (which may be counsel for the Company) to
the effect that such sale or transfer will be exempt from the registration and
prospectus delivery requirements of the Act. Each certificate representing
Warrant Shares issued pursuant to this Warrant, unless at the same time of
exercise such Warrant Shares are registered under the Act, shall bear a legend
in substantially the following form on the face thereof:

THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE (TOGETHER, THE
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY
ACCEPTABLE TO COUNSEL FOR BENTLEY SYSTEMS, INCORPORATED, TO THE EFFECT THAT THE
PROPOSED SALE, ASSIGNMENT, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT
REGISTRATION UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.


                                      -8-
<PAGE>


Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a certificate issued upon completion of
a distribution under a registration statement covering the securities
represented) shall also bear such legend unless, in the opinion of counsel to
the Company, the securities represented thereby may be transferred as
contemplated by such holder without violation of the registration requirements
of the Act.

             (b) Any person in possession of this Warrant properly endorsed is
authorized to represent itself as absolute owner hereof and is granted power to
transfer absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and renounces all
of its equities or rights in this Warrant in favor of every such bona fide
purchaser, and every such bona fide purchaser shall acquire title hereto and to
all rights represented hereby.

             (c) Until this Warrant is transferred on the books of the Company,
the Company may treat the registered holder of this Warrant as the absolute
owner hereof for all purposes without being affected by any notice to the
contrary.

             (d) Prior to the exercise of this Warrant, the holder hereof shall
not be entitled to any rights of a shareholder of the Company with respect to
shares for which this Warrant shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other distributions, and
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided herein or in the Agreement.

             (e) The Company shall not be required to pay any Federal or state
transfer tax or charge that may be payable in respect of any transfer involved
in the transfer or delivery of this Warrant or the issuance or delivery of
certificates for Warrant Shares in a name other than that of the registered
holder of this Warrant or to issue or deliver any certificates for Warrant
Shares upon the exercise of this Warrant until any and all such taxes and
charges shall have been paid by the holder of this Warrant or until it has been
established to the Company's satisfaction that no such tax or charge is due.

     8. SUBDIVISION OF RIGHTS. This Warrant (as well as any new warrants issued
pursuant to the provisions of this paragraph) is exchangeable, upon the
surrender hereof by the holder hereof, at the principal office of the Company
for any number of new warrants of like tenor and date representing in the
aggregate the right to subscribe for and purchase the number of Warrant Shares
of the Company that may be subscribed for and purchased hereunder.

     9. SPECIFIC PERFORMANCE. The holders of this Warrant and/or the Warrant
Shares shall have the right to specific performance by the Company of the
provisions of this Warrant. The Company hereby irrevocably waives, to the extent
that it may do so under applicable law, any defense based on the adequacy of a
remedy at law which may be asserted as a bar to the remedy of specific
performance in any action brought against the Company for specific performance
of this Warrant by the holders of this Warrant and/or the Warrant Shares.

     10. NOTICES. (a) All notices and other communications from the Company to
the holder of this Warrant shall be mailed by first-class certified mail,
postage prepaid, to the address


                                      -9-
<PAGE>


furnished to the Company in writing by the last holder of this Warrant who shall
have furnished an address to the Company in writing.

             (b) In the event:

                 (1) the Company shall authorize issuance to all holders of
             Common Stock of rights or warrants to subscribe for or purchase
             capital stock of the Company or of any other subscription rights or
             warrants;

                 (2) the Company shall authorize any dividend or other
             distribution payable in evidences of its indebtedness, cash or
             assets;

                 (3) of any Liquidity Event or consolidation or merger or change
             of control to which the Company is a party, or of the conveyance or
             transfer of the properties and assets of the Company substantially
             as an entirety, or of any capital reorganization or
             reclassification or change of the Common Stock;

                 (4) of the voluntary or involuntary dissolution, liquidation or
             winding up to the Company;

                 (5) of the consummation of an IPO; and

                 (6) the Company proposes to take any other action which would
             require an adjustment of the Purchase Price or number of Warrant
             Shares issuable upon exercise pursuant to Section 2.2;

then the Company shall cause to be given to the registered holders of this
Warrant at its address appearing on the Warrant Register, at least 10 days prior
to the applicable record date hereinafter specified (or as expeditiously as
possible after the occurrence of any involuntary dissolution, liquidation or
winding up referred to in clause (4) above), a written notice in accordance with
Section 10(a) stating (i) the date as of which the holders of record of Common
Stock to be entitled to receive any such rights, warrants or distribution are to
be determined, (ii) the date on which any such Liquidity Event, consolidation,
merger, change of control, conveyance, transfer, dissolution, liquidation or
winding up is expected to become effective (or has become effective, in the case
of any involuntary dissolution, liquidation or winding up), or (iii) the date on
which the consummation of such IPO is expected to occur, and the date as of
which it is expected that holders of record of Common Stock shall be entitled to
exchange their shares for securities or other property, if any, deliverable upon
such reclassification, Liquidity Event, consolidation, merger, change of
control, conveyance, transfer, dissolution, liquidation or winding up. The
failure to give the notice required by this Section 10(b) or any defect therein
shall not affect the legality or validity of any distribution, right, warrant,
consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
up, or the vote upon any action.

     11. HEADINGS. The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect the meaning hereof.


                                      -10-
<PAGE>


     12. CHANGE; WAIVER. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.

     13. GOVERNING LAW. This Warrant shall be construed and enforced in
accordance with the laws of the State of Delaware.

     IN WITNESS WHEREOF, the Company, by the undersigned thereunto duly
authorized, has duly executed this Common Stock Purchase Warrant as of the date
first written above.

                                        BENTLEY SYSTEMS, INCORPORATED


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


Dated as of July 2, 2001

                                        ACCEPTED AS OF THE DATE HEREOF:


                                        -----------------------------------
                                        [-------------]


                                        -----------------------------------
                                        [-------------]


                                      -11-
<PAGE>



       [To be signed only upon exercise or net issue exercise of Warrant]



To ___________________:

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ______ shares of Common Stock of _______________ and
herewith makes payment of $_____ therefor, and requests that the certificates
for such shares be issued in the name of, and be delivered to _____________,
whose address is _________________.



         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to receive that number of shares of Common Stock equal to ______ percent
of the total number of shares issuable upon exercise hereof by surrendering the
Warrant, and requests that the certificates for such shares be issued in the
name of, and be delivered to ______________, whose address is _______________.


Dated:  ______________

                                        ----------------------------------------

By
  ------------------------------------------------
(Signature must conform in all respects to name of
Holder as specified on the face of the Warrant)



                                        Address:

                                        ----------------------------------------

                                        ----------------------------------------


<PAGE>


                  [To be signed only upon transfer of Warrant]


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ____________ the right represented by the within Warrant to purchase the
_____ shares of the Common Stock of ___________________ to which the within
Warrant relates, and appoints ______________ attorney to transfer said right on
the books of ____________________ with full power of substitution in the
premises.


Dated:  _______________
                                        ----------------------------------------


                                        By
                                          --------------------------------------
                                        (Signature must conform in all respects
                                        to name of Holder as specified on the
                                        face of the Warrant)

                                        Address:

                                        ----------------------------------------

                                        ----------------------------------------
In the presence of


-----------------------------
Signature Guarantee


<PAGE>


                                   Schedule I


A.       Purchase Price

1.       IPO. If the Warrant is exercised upon the consummation of an IPO, the
         "Exercise Price per Share" shall be the initial offering per share
         price to the public of the equity security sold in the IPO discounted
         as set forth in A.4. below.

2.       Liquidity Event. If the Warrant is exercised upon the consummation of a
         Liquidity Event, the "Exercise Price per Share" shall be the per share
         consideration paid to stockholders of the Company in the Liquidity
         Event discounted as set forth in A.4. below. If such per share
         consideration includes non-cash consideration, the per share value of
         such non-cash consideration shall be calculated (i) for non-cash
         consideration consisting of shares of publicly traded securities, based
         upon the closing price per share of such securities on the date of such
         consummation or (ii) for other non-cash consideration, in the same
         manner that the Fair Market Value of shares is calculated in B. below.

3.       Other Events. If the Warrant is exercised or redeemed other than upon
         the consummation of an IPO or a Liquidity Event, the "Exercise Price
         per Share" shall be the fair market value of a share of Common Stock
         (the "Fair Market Value") (as calculated in B. below) discounted as set
         forth in A.4. below.

4.       Discount. The applicable discount to the Exercise Price per Share shall
         be as follows:

<TABLE>
<CAPTION>
                                                                                  Discount to
                          Year                                              Exercise Price per Share*
                          ----                                              -------------------------
<S>                                                                         <C>
On or prior to first year anniversary of Closing Date                                 20%

After the first year anniversary and on or prior to second year
anniversary of Closing Date                                                           30%

After the second year anniversary and on or prior to third year
anniversary of Closing Date                                                           40%

After the third year anniversary and on or prior to fourth year
anniversary of Closing Date                                                           50%

After the fourth year anniversary and on or prior to fifth year
anniversary of Closing Date                                                           60%

After the fifth year anniversary and on or prior to sixth year
anniversary of Closing Date                                                           70%

After the sixth year anniversary of Closing Date                                      70%
</TABLE>


<PAGE>


* The Exercise Price per Share related to an exercise in any year shall be
discounted as set forth above, but with the incremental amount of the discount
over the preceding anniversary period reduced by the number of days remaining in
the applicable anniversary period. For example purposes only, the discount to
the Exercise Price per Share on the 182nd day of the second anniversary period
after the Closing Date would be 25%, and the discount to the Exercise Price per
Share on the 182nd day of the fourth anniversary period after the Closing Date
would be 45%.

B.   Fair Market Value

     The Fair Market Value of shares of Common Stock shall be determined by a
disinterested independent qualified appraiser (the "Appraiser") selected by the
holder and the Company. If the holder and the Company are able to agree upon an
Appraiser, such Appraiser shall be instructed to prepare a written valuation or
appraisal (the "Appraisal") within thirty (30) days after its selection, with
the expenses of the first valuation in any given 12 month period to be borne by
the Company and, thereafter, to be borne equally by the Company and the holder.
If the holder and the Company are not able to agree upon the selection of an
Appraiser within a five (5) day period after the occurrence of the event giving
rise to the valuation, each of the holder and the Company will, within five (5)
days after the end of such five (5) day period, select an Appraiser to determine
the Fair Market Value of the Common Stock. If either the holder or the Company
fails to select an Appraiser within such five (5) days, the Appraiser selected
by the other party shall determine the Fair Market Value of the Common Stock.
Each of the Appraisers so selected will be instructed to furnish both the holder
and the Company with a written appraisal within thirty (30) days of its
selection, with the expense of each appraisal to be borne by the party selecting
the Appraiser. If the higher of the appraisals is not more than 110% of the
lower appraisal, then the Fair Market Value of the Common Stock will be the
arithmetic average of the appraisals. If the higher of the appraisals is greater
than 110% of the lower appraisal, the Appraisers shall, within ten days after
the issuance of their respective reports, select a third Appraiser to determine
the Fair Market Value. The third Appraiser shall furnish a written appraisal
within thirty (30) days of its selection, with the expense thereof to be borne
equally by the holder and the Company. The third appraisal shall be
arithmetically averaged with the previous appraisals, and the appraisal furthest
from the average of the three appraisals will be disregarded. The arithmetic
average of the remaining two appraisals will be the Fair Market Value of the
Common Stock.

     Each Appraiser engaged to provide an appraisal hereunder will be instructed
to (i) include therein a statement of the criteria applied and assumptions made
to determine the Fair Market Value of the Common Stock; (ii) arrive at a single
calculation of such fair market value rather than alternative calculations or a
range of calculations; and (iii) not attribute a premium or discount based on
the fact that (1) the Common Stock being valued constitutes a majority or less
than a majority of the total issued and outstanding shares of capital stock of
the Company, (2) there is no liquid market for the sale and purchase of the
Common Stock and (3) the Common Stock is non-voting. Any appraisal not complying
with the foregoing shall not constitute an appraisal for the purpose hereof.


                                       -2-
<PAGE>


     The failure of an Appraiser to complete an appraisal within thirty (30)
days as instructed shall not affect the validity of such Appraiser's appraisal.

     "Warrant Fair Market Value" means the applicable discount percentage (as
set forth in A. above) times the Fair Market Value of the Warrant Shares
calculated as set forth above.


                                      -3-
<PAGE>
             Schedule of Guarantor's Common Stock Purchase Warrants

     The following schedule sets forth the holders of Guarantor's Common Stock
Purchase Warrants and the shares of Class B non-voting common stock underlying
each Warrant.


                              Shares of Common
Name:                         Stock underlying Warrants
-----                         -------------------------

Gregory and Caroline
Bentley (JTWROS)              429,188

Keith and Corrine
Bentley (JTWROS)               75,398

Barry and Therese
Bentley (JTWROS)               75,398

</TEXT>
</DOCUMENT>
