Exhibit 4(a).3

Amendment 141

This Amendment (“Amendment”) is entered into by and between International Business Machines Corporation (“IBM”), incorporated under the laws of the State of New York and Dassault Systemes, S.A. (“OWNER”), a French société anonyme.

Whereas, OWNER is the owner of 3D/2D Computer Aided Design/Computer Aided Manufacturing/Computer Aided Engineering/Product Integrated Management software programs marketed under various trademarks.

Whereas, the parties wish to add new products to the Agreement to address specific requirements from [***] as well as add a SmarTeam product to the Agreement.

Whereas, the parties wish to amend the 1996 Agreement for the purposes of making the changes associated with the foregoing.

Now therefore, the parties agree as follows:

1.0  Definitions

The following shall be added to the Section of the Agreement entitled “Definitions.”

[***] “shall mean any legal foreign or domestic entity (such as a corporation [***] owns by more than fifty percent (50%), and those legal entities owned by twenty-five percent (25%) or greater, as identified in Attachment A to Amendment 141.

[***]  “are the programs listed in section C.17.1, that can only be licensed as provided for in Amendment 141, as may be further amended.

2.0  Licenses

The following is added as Article (U) to the License Section

“U. In addition to the other rights and licenses granted herein, IBM and its Licensed Subsidiaries may sublicense the [***] for internal use by [***]

3.0  Add a new Section C. 17 Ford Motor Company Program

C.17.1 Add the following as Table D of Attachment XXIII

D) [* * *]

  IBM

C.17.2 OWNER will license and distribute [***] only in object code form to IBM.

C.17.3 The [***] listed in C.17.1 will be announced on a PRPQ basis available only [***] and sublicensed on a TLC basis. In consideration for the customized software product development required from OWNER to

meet [***] requirements, and the limited marketing and distribution by IBM of the [***] licensed Programs, IBM shall pay to OWNER a royalty of 75% of the revenue received from [***] or the sublicense of these programs.

C.17.4 The royalty set forth in C.17.3 is for up to a total [***]

C.17.5 If LUM control is not provided for these products, it is understood by the parties that until such controls are implemented, IBM’s obligation with respect to licensing these products will be to use commercially reasonable means to determine the number of licenses in use and IBM will have royalty obligation only for those sublicenses specifically granted.

C.17.6 The [***] shall be subject to the CATIA V5 terms of the 1996 Agreement, except the terms of the 1996 Agreement regarding the following shall not apply:

The parties agree that the [***] are licensed to IBM for 5 years and that licensing beyond this 5 year term is subject to the appropriate license agreement between OWNER and the third party that supplies the main component

4.0  Due to [** needs, OWNER commits to deliver these products to IBM not later than December 19, 2002.

5.0  DS has informed IBM that the [***] contains third party code licensed to DS pursuant to an agreement between DS and [***] In the event of termination of the agreement between DS and [***] prior to termination or expiration of the IBM agreement with [***] IBM and DS agree to cooperatively work together to find an alternate solution, if possible, that limits or avoids any resulting liability to the parties.

6.0   SmarTeam Products

Other than the changes indicated above, it is understood that all other terms of the 1996 Agreement including all Attachments and Exhibits thereto remain in full force and effect.

If any provision of this Amendment or the 1996 Agreement (as amended) shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed to be restated to reflect the original intentions of IBM and OWNER as nearly as possible in accordance with applicable law(s).

Exhibit 4(a).3

The parties agree that any reproduction of this Amendment by reliable means (such as facsimile or photocopy) will be considered an original of this Amendment.

Exhibit 4(a).3

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