Warehouse And Shipping Outsourcing Agreement

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


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 produ ...