EXHIBIT 10.7
 
               WRITTEN DESCRIPTION OF ORAL EMPLOYMENT AGREEMENT
                     BETWEEN AUTODESK AND DAVID C. ARNOLD
 
  In connection with the anticipated Merger, Autodesk has entered into an oral
agreement with David C. Arnold pursuant to which Mr. Arnold will receive
certain employment and stock compensation packages consistent with his
anticipated employment with Autodesk following the Merger. Pursuant to Mr.
Arnold's agreement with Autodesk, Mr. Arnold will receive (i) a base salary of
$225,000 per year, (ii) a target bonus equal to 50% of base salary, subject to
Autodesk's financial performance and achievement of other corporate goals and
(iii) an option to purchase 200,000 shares of Autodesk Common Stock at an
exercise price per share equal to the closing price per share of Autodesk
Common Stock as reported on the Nasdaq on the Closing Date. Mr. Arnold's
option will become exercisable with respect to 20% of the shares subject to
the option on each anniversary of the Closing Date.