EXHIBIT 10 Cruttenden Roth Offer Fax

October 11, 1996

The Board of Directors

Spatial Technology, Inc.

2425 55th Street, Bldg. A

Boulder, CO 80301

Gentlemen:

This letter will confirm that Cruttenden Roth Incorporated ("CRI") will act as manager of the initial public offering of Common Stock ("Shares") of Spatial Technology, Inc. As we discussed, CRI intends to underwrite as soon as is practicable, on a firm commitment basis, an offering consisting of 2,100,000 newly issued Shares and 900,000 existing Shares to be sold by existing shareholders.

The company's capitalization shall otherwise be as described in the preliminary prospectus dated September 12, 1996. In addition, CRI shall be granted an overallotment option consisting of a number Shares equal to 15% of those sold in the offering. The overallotment option shall be exercisable for a period of 45 days from the date of the offering. The price range for the offering and the overallotment option shall be $5.00 to $6.00 per Share.

As compensation for such underwriting, CRI will be paid in cash a gross underwriting spread equal to 8% of the gross proceeds of the offering and a non-accountable expense allowance equal to 2% of the gross proceeds of the offering, with such percentages to be calculated based on the total gross proceeds of the offering and the overallotment option (if exercised). In addition, CRI shall receive warrants to purchase a number of shares equal to 7% of the total sold by the Company and shareholders through the offering and the overallotment option with such warrants to be exercisable for a five year period beginning one year from the date of the offering. The exercise price of such warrants shall be 120% of the per Share price achieved in the offering.

While this letter constitutes an expression of our mutual intent, all legal obligations of the parties shall be contained in a duly executed underwriting agreement.

Please indicate your agreement with the above by proving an authorized signature below and sending a copy of this letter to us at your earliest convenience. We appreciate your decision and look forward to completing the offering in the very near future.

Sincerely, James Stearns Managing Director

Fred Nazem

Chairman

Richard Sowar

Chief Executive Officer, Director

cc: Byron Roth, Dave Walters, Jay Beaghan Debra Fagan

ASSIGNMENTS

A. Describe Spatial Technology's business model in terms of revenues, profits, and eish flows.

B. What intellectual properly, if any, does Spatial Technology possess?

Describe the eynerience and evnectise characteristics of the mangoement teamE Describe the four successful rounds of venture financing (A through D) achieved

by Spatial Technology in terms of sources and amounts. What additional financing

sources mave been used

G. Conduct a ratio analysis of Spatial Technology's past income statements and balance sheets. Note any performance strengths and weaknesses and discuss any ratio trends.

HI. Use the cash flow statements for Spatial Technology, Inc., to determine whether the venture has been building or burning cash, as well as possible trends in building or burning cash.

1. Discuss possible reasons why Spatial Technology's plan for an IPO of common stock at the end of 1992 was withdrawn.

J. Describe the IPO market conditions in 1996 and discuss possible reasons why the proposed IPO at a price of about $10 per share planned for October 1996 and involving Dain Bosworth as lead underwriter failed.

K. Evaluate the compound return on investments made at startup, Round A, Round B, Round C, and Round D if the acquired shares eventually sell at $10 and $5. Evaluate the compound return on all investments of each existing investor. Analyze the incentives of each investor and founder for taking the Cruttenden Roth offer to execute a $5 IPO.

Using the provided financial statements as a starting point:

1. Prepare and present a discounted cash flow valuation and pro forma financials with five years of explicit forecasts using license fees and royalties growth rates consistent with recent history (e.g., two to three years) at Spatial.

Modify your analysis No consider a more successful scenario where Spatial's main revenue sources

Prepare and present discounted cash flow valuations and pro forma financial statements (five-year explicit period) that justify a $10 share price and a $5

share price at the IPO. Make sure the ratios embedded in your projections conform to reasonable operatino ratio assumptions.

4. In all cases, be sure to explain your modeling assumptions on revenue and costs and provide a summary comparison of the four scenarios.

M. Discuss the S5 and S10 IPO prices for Spatial wthin the context of comparable firs and their multiples. (There are some glimpses of multiples in the case materials,

DULSYOU MISS WISH LO USC some outside historical reference material. Please state

VOUT SOUTCON.

\.Prepare an executive summary discussing the events and decisions (technological and financial) leading to its situation, the options it had, and your recommendations for Spatial's future. Would (could) you have done anything differently?

O. Take a position on whether you would recommend the $5 IPO. Take a position on whether, as an investor, you would have purchased shares in the $5 IPO.

P. Discuss what you believe would have been the strategic outlook for Spatial (product lines. licensing competitors, etc.) at the time and what you believe would have been the financial market's view of a publiely traded spatial Technology: