<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>28
<FILENAME>w59294ex10-22.txt
<DESCRIPTION>PLEDGE AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit 10.22

                                PLEDGE AGREEMENT

                  THIS PLEDGE AGREEMENT (this "Agreement") is dated as of
January 14, 2002, by and among Bentley Systems, Incorporated, a Delaware
Corporation ("Bentley" or the "Secured Party"), and Gregory and Caroline Bentley
(the "Pledgor").

                                   BACKGROUND

                  Bentley issued Pledgor a Common Stock Purchase Warrant to
purchase up to 429,188 shares of Bentley's Class B Common Stock (the "Original
Warrant") in consideration for Pledgor's guarantee of certain obligations of
Bentley under the Revolving Credit and Security Agreement dated as of December
26, 2000 among Bentley, Atlantech Solutions, Inc., Bentley Software, Inc., as
co-borrowers, PNC Bank, National Association, as agent, and the lenders named
therein.

                  On December 31, 2001, the Pledgor transferred a total of
61,000 warrant shares represented by the Original Warrant, and the Company
recorded such transfers on its books and issued the Pledgor a Common Stock
Purchase Warrant for 368,188 warrant shares (the "Warrant") representing the
balance of the warrant shares.

                  The Pledgor has delivered to the Secured Party a promissory
note, dated January 14, 2002 (the "Note"), as consideration for a $229,400 loan
from Bentley to fund certain tax obligations incurred by Pledgor as a result of
the issuance of the Warrant.

                  As a condition to making the loan, Bentley requires that the
Note be secured by the Warrant.

                  NOW, THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the parties hereto, intending to be
legally bound, agree as follows:

         1. Pledged Collateral. As collateral security for the payment of the
amounts required to be paid by the Pledgor under the Note, the Pledgor hereby
pledges and grants to the Secured Party a security interest in the Warrant, and
all capital stock issued by the exercise thereof, and all dividends, cash,
instruments and other property from time to time received, receivable, or
otherwise distributed or distributable in respect of or in exchange for any of
the foregoing, and all proceeds of any of the foregoing (collectively, the
"Pledged Collateral").

         2. Security for Obligation. The security interest granted by this
Agreement secures the payment by the Pledgor of its payment obligation under the
Note (such payment obligation is hereinafter referred to as the "Obligation").

         3. Delivery of Pledged Collateral. All instruments representing or
evidencing the Pledged Collateral shall be held by the Secured Party. Pledgor
shall furnish Secured Party with duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to the Secured
Party. After the occurrence of an Event of Default (as hereinafter


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<PAGE>
defined), the Secured Party shall have the right, at any time in its discretion
without further notice to the Pledgor, to transfer to or to register in the name
of the Secured Party or its nominees any or all of the Pledged Collateral, in
accordance with Section 12 hereof.

         4. Further Assurances. The Pledgor agrees that at any time and from
time to time, at the expense of the Pledgor, it will promptly execute and
deliver all further instruments and documents, and take all further action that
the Secured Party may reasonably request, in order to perfect and protect any
security interest granted or purported to be granted hereby or to enable the
Secured Party to exercise and enforce the rights and remedies hereunder with
respect to any of the Pledged Collateral, including, without limitation,
delivering to Secured Party certificates evidencing the Pledged Collateral not
already in Secured Party's possession and preparing, executing and filing
financing statements on Form UCC-1 in the appropriate governmental offices.

         5. Warranty of Title; Authority. The Pledgor hereby represents and
warrants that:

                  (a) it has good and marketable title to the property now
constituting the Pledged Collateral, and will have good title to any property
subsequently constituting the Pledged Collateral pursuant to the terms hereof,
in each case free and clear of any liens, claims, security interests, and other
encumbrances; and

                  (b) it has full capacity and legal right to execute, deliver
and perform its obligations under this Agreement and to pledge and grant a
security interest in all of the Pledged Collateral pursuant to this Agreement,
and the execution, delivery and performance hereof and the pledge of and
granting of a security interest in the Pledged Collateral hereunder does not
contravene any law, rule or regulation or any provision of any judgment, decree
or order of any tribunal or of any agreement or instrument to which it is a
party or by which it or any of its property is bound or affected or constitute a
default thereunder.

         6. Consensual Rights.

                  (a) So long as no Event of Default shall have occurred and be
continuing:

                           (i) the Pledgor shall be entitled to exercise any and
all of its consensual rights pertaining to the Pledged Collateral or any part
thereof for any purpose not inconsistent with the terms of this Agreement or the
Note; provided, however, that it shall give the Secured Party at least thirty 30
days prior written notice of the manner in which it intends to exercise, or the
reasons for refraining from exercising, any such right which would have a
material adverse effect on the value of the Pledged Collateral; and, provided,
further, that it shall not exercise or refrain from exercising any such right if
the Secured Party advises him that, in the Secured Party's reasonable judgment,
such action would have a material adverse effect on the value of the Pledged
Collateral or any part thereof; and

                           (ii) the Secured Party shall execute and deliver (or
cause to be executed and delivered) to each Pledgor all such proxies and other
instruments as the Pledgor


                                     - 2 -
<PAGE>
may reasonably request for the purpose of enabling him to exercise the voting
and other rights which he is entitled to exercise pursuant to paragraph (i)
above.

                  (b) Upon the occurrence and during the continuance of an Event
of Default, all rights of the Pledgor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise pursuant to
Section 6(a)(i) hereof shall cease and the Secured Party shall thereupon have
the sole right to exercise such consensual rights.

         7. Transfers and Liens. The Pledgor will not sell or otherwise dispose
of, or grant any option with respect to, any of the Pledged Collateral, or
create or permit to exist any lien, security interest, or other charge or
encumbrance upon or with respect to any of the Pledged Collateral, except that
(a) the Pledgor may sell or otherwise dispose of all or a portion of the Pledged
Collateral provided that all or an equal portion of the outstanding principal
amount of the Note is immediately prepaid from the proceeds of such sale or
disposition, and (b) the Pledgor may transfer up to 40 percent of the warrant
shares represented by the Warrant to his children or to a trust(s) created for
the benefit of his children ("Estate Planning Shares"), and, upon written notice
to Bentley of any such transfer, Bentley shall immediately and automatically
release its lien on any such Estate Planning Shares.

         8. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby
appoints the Secured Party as its attorney-in-fact, with full authority in the
place and stead of the Pledgor and in the name of the Pledgor or otherwise, from
time to time in the Secured Party's discretion to take any action and to execute
any instrument which the Secured Party may deem necessary or advisable to
accomplish the purposes of this Agreement. In its capacity as such
attorney-in-fact, the Secured Party shall not be liable for any acts or
omissions, nor for any error of judgment or mistake of fact or law, but only for
bad faith, willful misconduct or gross negligence. This power, being coupled
with an interest, is irrevocable.

         9. Secured Party May Perform. If the Pledgor fails to perform any
agreement contained herein, the Secured Party may itself perform, or cause
performance of, such agreement, and the reasonable expenses of the Secured Party
incurred in connection therewith shall be payable by the Pledgor in accordance
with Section 13(b) hereof.

         10. Secured Party's Duties. The powers conferred on the Secured Party
hereunder are solely to protect its interests in the Pledged Collateral and
shall not impose any duty to exercise any such powers. Except for the safe
custody of any Pledged Collateral in its possession and the accounting for
monies actually received by it hereunder, the Secured Party shall not have any
duty as to any Pledged Collateral or as to the taking of any necessary steps to
preserve rights against any parties or any other rights pertaining to any
Pledged Collateral, except as provided under Section 12 hereof.

         11. Default. "Event of Default" means:

                  (a) a default in payment of the amounts due and payable under
the Note and the continuance of such default for 30 days after written notice
thereof from Bentley to the Pledgor;


                                     - 3 -
<PAGE>
                  (b) any failure by the Pledgor to perform any of his
obligations under this Agreement or any other agreement, instrument, or document
evidencing or securing the Obligation;

                  (c) a filing of a voluntary by or involuntary petition of
bankruptcy against the Pledgor and/or insolvency (however such insolvency may be
evidenced) of the Pledgor; and

                  (d) any breach of any representation or warranty made by the
Pledgor in connection with the transactions contemplated by this Agreement or
any other agreement, instrument, or document evidencing or securing the
Obligation.

         12. Events of Default; Remedies. (a) If an Event of Default shall occur
and be continuing, then the Secured Party may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to the Secured Party, all the rights and remedies of a
secured party on default under the Uniform Commercial Code as in effect in the
Commonwealth of Pennsylvania (the "Code"), including, without limitation,
retaining ownership of the Pledged Collateral or transferring the Pledged
Collateral in accordance with the Code and other applicable laws and agreements.

                  (b) The Pledgor agrees that at least fifteen days' notice to
the Pledgor of the time and place of any public sale or the time after which any
private sale is to be made shall be given and shall constitute reasonable
notification. The Secured Party shall not be obligated to make any sale of
Pledged Collateral regardless of notice of sale having been given. The Secured
Party may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned.

                  (c) The Secured Party shall be authorized at any sale (if
Secured Party deems it advisable to do so) which is subject to the Securities
Act of 1933, as amended, and the rules and regulations thereunder (the "1933
Act"), or any state "Blue Sky" laws, to restrict the prospective bidders or
purchasers to persons who will represent and agree that they are purchasing the
Pledged Collateral for their own account in compliance with the 1933 Act, and to
otherwise conduct such sale such that the registration of the offer and sale of
the Pledged Collateral will not be required under the 1933 Act or any state
"Blue Sky" laws. The Secured Party may take all such further acts as the Secured
Party may reasonably deem necessary for compliance with any provision of law,
even if such act might, whether by limiting the market or by adding to the costs
of sale or otherwise, depreciate prices that might otherwise be obtained for the
Pledged Collateral being sold or otherwise restrict the net proceeds available
from the sale thereof. Upon consummation of any such sale, the Secured Party
shall have the right to assign, transfer, endorse and deliver to the purchaser
or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any
such sale shall hold the property sold absolutely free from any claim or right
on the part of the Pledgor, and the Pledgor hereby waives, to the extent
permitted by law, all rights of stay or appraisal which the Pledgor now has or
may at any time in the future have under any rule of law or statute now existing
or hereafter enacted.


                                     - 4 -
<PAGE>
                  (d) Any cash held by the Secured Party as Pledged Collateral
and all cash proceeds received by the Secured Party in respect of any collection
from, or other realization upon all or any part of the Pledged Collateral in the
discretion of the Secured Party, may be held by the Secured Party as collateral
for, and/or then or at any time thereafter applied (after payment of any amounts
payable to the Secured Party pursuant to Section 13 hereof) in whole or in part
by the Secured Party against, all or any part of the Obligation in such order as
the Secured Party shall elect. Any surplus of such cash or cash proceeds held by
the Secured Party and remaining after payment in full of the Obligation shall be
paid over to the Pledgor as its interest may appear or as a court of competent
jurisdiction may direct.

         13. Indemnity and Expenses.

                  (a) The Pledgor agrees to indemnify the Secured Party from and
against any and all claims, losses and liabilities growing out of or resulting
from this Agreement (including, without limitation, enforcement of this
Agreement), except claims, losses, or liabilities resulting from the Secured
Party's bad faith, willful misconduct or gross negligence.

                  (b) Upon the occurrence and during the continuance of an Event
of Default, the Pledgor will upon demand pay to the Secured Party the amount of
any and all reasonable expenses, including the reasonable fees and expenses of
counsel and of any experts and agents, which the Secured Party may incur in
connection with (i) the administration and enforcement of this Agreement, (ii)
the custody or preservation of, collection from, or other realization upon, any
of the Pledged Collateral, (iii) the exercise or enforcement of any of the
rights of the Secured Party hereunder, or (iv) the failure by the Pledgor to
perform or observe any of the provisions hereof.

         14. Amendments, Indulgences, Etc. No amendment or waiver of any
provision of this Agreement nor consent to any departure by the Pledgor herefrom
shall in any event be effective unless the same shall be in writing and signed
by the Secured Party, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given. No failure
or delay on the part of the Secured Party in the exercise of any right, power,
or remedy under this Agreement shall constitute a waiver thereof, or prevent the
exercise thereof in that or any other instance.

         15. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing and shall be deemed to have been
given when delivered, if hand-delivered or sent by nationally recognized
overnight carrier, or when mailed, if sent by certified mail, return receipt
requested and postage prepaid, to the following address:

                           If to the Secured Party:

                           Bentley Systems, Incorporated
                           685 Stockton Drive
                           Exton, PA  19341


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<PAGE>
                           If to the Pledgor:

                           201 Bentley Lane
                           East Fallowfield, PA  19320

All notices, offers, acceptances and other communications shall be deemed to
have been sent, delivered and received and shall be legally effective for all
purposes as of the time when they are mailed by certified mail, return receipt
requested, or a nationally recognized express or overnight delivery or a
hand-delivery to the person to whom such communication is directed.

         16. Continuing Security Interest. This Agreement creates a continuing
security interest in the Pledged Collateral and shall be binding upon the
Pledgor, and its respective heirs, representatives, successors and assigns and
inure to the benefit of the Secured Party and the Secured Party's legal
representatives, successors, transferees and assigns. The execution and delivery
of this Agreement shall in no manner impair or affect any other security (by
endorsement or otherwise) for the payment of the Obligation and no security
taken hereafter as security for payment or performance of the Obligation shall
impair in any manner or affect this Agreement or the security interest granted
hereby, all such present and future additional security to be considered as
cumulative security. Any of the Pledged Collateral may be released from this
Agreement without altering, varying, or diminishing in any way this Agreement or
the security interest granted hereby as to the Pledged Collateral not expressly
released, and this Agreement and such security interest shall continue in full
force and effect as to all of the Pledged Collateral not expressly released.

         17. Discharge of the Pledgor. At such time as all of the principal and
interest on the Note shall have been fully paid and performed, then all rights
and interests in such Pledged Collateral as shall not have been transferred or
otherwise applied by the Secured Party pursuant to the terms hereof and shall
still be held by the Secured Party shall forthwith be transferred and delivered
to the Pledgor, and the right, title and interest of the Secured Party therein
shall cease and the Secured Party shall (i) return to the Pledgor all
certificates or other documents or instruments in the possession of Secured
Party for purposes of the perfection of the security interest granted hereunder
and (ii) if necessary and appropriate, prepare, execute and file with the
appropriate governmental authorities termination statements on Form UCC-3.

         18. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without regard to
principles of conflicts of law. Unless otherwise defined herein, terms defined
in the Code as in effect on the date hereof are used herein as therein defined
as of such date.

         19. Counterparts. This 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 Agreement by signing
any such counterpart.


                                     - 6 -
<PAGE>
         20. Severability. The provisions of this Agreement are independent of
and separable from each other, and no such provision shall be altered or
rendered invalid or unenforceable by virtue of the fact that for any reason any
other such provision may be invalid or unenforceable in whole or in part.


                            [signature page follows]


                                     - 7 -
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound, have executed this Agreement, or caused this Agreement to be
executed by a duly authorized representative, as of the date first above
written.

                                    PLEDGOR:

                                    /s/  Gregory Bentley
                                    --------------------------------------------
                                    Gregory Bentley

                                    /s/  Caroline Bentley
                                    --------------------------------------------
                                    Caroline Bentley

                                    SECURED PARTY:

                                    BENTLEY SYSTEMS, INCORPORATED


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



                                     - 8 -

</TEXT>
</DOCUMENT>
