Autodesk to Extend Highway and Transportation Solutions by Acquiring CAiCE Software Corporation.

Business Editors

SAN RAFAEL, Calif., and TAMPA, Fla.--(BUSINESS WIRE)--Aug. 6, 2002

Acquisition Adds Powerful Visualization, Survey, Design, and Workflow

Capabilities to Autodesk's Civil Engineering and Transportation

Software for the Public and Private Sector

Autodesk, Inc. (Nasdaq:ADSK), the world's leading design software and digital content company, today announced it has entered into a definitive agreement to acquire the software and related assets of CAiCE Software Corporation, a profitable, Florida-based developer of surveying and engineering applications for transportation agencies and consultants, for approximately $10 million cash. Autodesk anticipates that the transaction will close in early September and expects that the acquisition will be neutral with respect to earnings for the current fiscal year. With this acquisition, Autodesk will add complementary functionality to its existing civil engineering solutions for highways, airports, railroads, and other transportation-related segments positioning Autodesk to expand into new markets.

"Large transportation agencies, such as state and federal Departments of Transportation, are increasingly looking for a single vendor to bridge the gap between the planners using GIS software and the engineers using design software," said Larry Diamond, Vice President of the GIS Solutions Division at Autodesk. "By acquiring CAiCE, we will be able to provide agencies with a solution throughout the workflow that integrates GIS with civil engineering and transportation-specific functionality. CAiCE's expertise and its software solutions for large-scale transportation projects complement Autodesk's GIS and civil engineering products."

"This is an exciting development for the transportation industry," said Alan Akman, CEO of CAiCE Software Corporation. "The combined technology of CAiCE and Autodesk will offer transportation organizations an outstanding solution for integrating the planning, design, construction, and maintenance of transportation infrastructure projects worldwide."

About CAiCE Software Corporation

CAiCE Software Corporation, founded in 1989 and based in Tampa, Florida, specializes in powerful, state-of-the-art civil software automation tools that deliver advanced engineering and decision-making solutions to today's survey, civil design, and water resources engineers. The CAiCE Software offering is complemented by excellence in related consulting, custom development, training, and technical services. For more information about CAiCE Software Corporation, see www.caice.com.

About Autodesk

Founded in 1982, Autodesk, Inc. is the world's leading design and digital media creation, management, and distribution company. The company serves a diverse portfolio of markets, including building design, geographic information systems, manufacturing, digital media, and wireless data services. By delivering tools that foster innovation and creativity, Autodesk helps customers throughout the value chain leverage digital design data to work better, faster, and smarter. Autodesk is one of the largest global software companies with annual revenues of $936 million. For more information about the company, see www.autodesk.com.

Safe Harbor Statement

This press release contains forward-looking statements about the expectations, beliefs, plans, intentions, and strategies of Autodesk relating to the acquisition of certain assets of CAiCE Software Corporation. These statements reflect Autodesk's current beliefs and are based on current information available to Autodesk. The ability of Autodesk to achieve these business objectives involves many risks and uncertainties that could cause actual outcomes and results to differ materially. In particular, while the companies have executed a definitive agreement, there is no assurance that they will complete the transaction. The transaction is subject to customary approvals and other conditions to closing, which if not achieved could result in the termination of the agreement. Other risks and uncertainties include the failure to achieve expected synergies and efficiencies of operations; employee retention; the ability to manage the integration of products and operations between Autodesk and CAiCE Software; timely development and acceptance of products and services and their feature sets; and other risks associated with acquisitions that are described from time to time in Autodesk reports filed with the Securities and Exchange Commission.

Autodesk is a registered trademark of Autodesk, Inc., in the USA and/or other countries. All other brand names, product names, or trademarks belong to their respective holders.