SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                           __________



                            FORM 8-K

                         CURRENT REPORT

             PURSUANT TO SECTION 13 OR 15(d) of the
                SECURITIES EXCHANGE ACT OF 1934





        Date of earliest event reported:  August 30, 2000





                          ANSYS, Inc.
       (Exact name of registrant as specified in charter)



      Delaware               0-20853              04-3219960
(State or other jurisdiction (Commission        (IRS employer
 of incorporation)           file number)    identification no.)



 275 Technology Drive, Canonsburg, Pennsylvania     15317
(Address of principal executive offices)          (Zip code)




       Registrant's telephone number, including area code:
                         (724) 726-3304

                       Page 1 of 64 Pages
                Exhibit Index appears on Page 5














Item 2.   Acquisition or Disposition of Assets.

            On  August  30,  2000,  ANSYS,  Inc.  and  GenesisOne
Acquisition  Corporation, a Delaware corporation and wholly-owned
subsidiary of ANSYS, entered into an Agreement and Plan of Merger
(the  "Merger Agreement") with Pacific Marketing and  Consulting,
Inc.,  a  California corporation ("PMAC"), Mr.  Armin  Wulf,  Mr.
Reimund  Steberl  and  the holders of the outstanding  shares  of
capital  stock  of  PMAC.  The transactions contemplated  by  the
Merger  Agreement were consummated on August 31,  2000  with  the
merger  of  PMAC with and into GenesisOne.

           In  the  merger, each share of common  stock,  no  par
value, of PMAC outstanding at the time of the Merger ceased to be
outstanding and each such share was converted into the  right  to
receive  the initial merger consideration provided for under  the
Merger  Agreement.  Holders of PMAC's Class A voting and Class  B
non-voting  common  stock received initial  merger  consideration
consisting  of  an aggregate of 618,992 shares  of  ANSYS  common
stock,  valued  for purposes of such issuance  at  $10.01563  per
share,  and  cash  in  an  aggregate  amount  of   $5,832,531.24.
Holders  of  PMAC's  Class  C non-voting  common  stock  received
initial  merger consideration aggregating $367,289.92  solely  in
cash.   Of  such  initial stock consideration,  an  aggregate  of
123,795  shares of ANSYS common stock were delivered into escrow,
to be released on August 31, 2001 or, if later, upon the resolution of
any  outstanding indemnification claims secured by  such  shares.
In   addition,   $3,000,000  of  the   initial   aggregate   cash
consideration  was delivered into escrow, to be  released  during
the  first  quarter of 2001 upon and subject to the determination
of certain post-closing adjustments and claims.

            The   Merger  Agreement  also  provides  for  certain
additional future payments if the surviving corporation achieves
certain   performance   criteria.   Such additional
contingent consideration will be paid  to the  former  holders
of PMAC Class A and Class  B  common  stock 48.4737%  in  cash
and 51.5263% in shares of ANSYS common  stock, valued  for  such
purposes at the average closing price  for  the twenty  consecutive
trading  days preceding  the  date  of  such payment.
The total number of shares of ANSYS common stock  that
will  be issued under the Merger Agreement therefore will  depend
on  the future value of ANSYS common stock.  The total amount  of
funds  required  to pay the initial aggregate cash  consideration
was $6,199,821.16, which was obtained from the working capital of
ANSYS.  The aggregate merger consideration was determined on  the
basis  of  arms'  length negotiations between representatives  of
ANSYS and PMAC.

           The  Merger Agreement and the press release announcing
its  execution  are filed as exhibits to this Current  Report  on
Form  8-K,  are incorporated by reference into the text  of  this
Item 2, and qualify the text of this Item 2 in its entirety.





Item 7.   Financial Statements and Exhibits.

     (a)  Financial  statements  of   businesses
          acquired.

     (b)  Pro forma financial information.

          It   is   not  practicable  to  provide  the  financial
          statements  and  the  pro forma  financial  information
          concerning  the  business  acquired  under  the  Merger
          Agreement  on the date that this report is being  filed
          with  the  Securities  and  Exchange  Commission.   The
          required  financial statements and pro forma  financial
          information  will be filed by amendment to this  report
          on  Form  8-K as soon as practicable, but in any  event
          not  later  than  60 days after this  report  is  being
          filed.   The Registrant expects to file such  financial
          statements  and pro forma financial information  on  or
          about November 10, 2000.

     (c)  Exhibits.

          2.1  Agreement  and  Plan  of  Merger,  dated
               August  30,  2000,  by  and  among  ANSYS,   Inc.,
               GenesisOne   Acquisition   Corporation,    Pacific
               Marketing    and   Consulting,   Inc.,   Christine
               Schoefer,  Michael  Hohmeyer,  Wayne  Christopher,
               Mary   Jo   Hamilton,   Michael   Salari,   Masoud
               Doroudian,  Diane Poirier, Devendra  Rajwade,  Jan
               Soreide,   Vijay   Shah,  Akila  Diwakar,   Philip
               Diwakar,  Alan  Magnuson, Forest  Rouse,  Vladimir
               Griaznov,  Xiaomin Wang, Jieyong Xu,  Jigen  Zhou,
               Manfred   Friedrichs,  Carsten  Martens,   Reimund
               Steberl and Armin Wulf.*

          99.1 Press release, dated August 30, 2000.

          *    Certain  exhibits and schedules  to  this  Exhibit
               filed  herewith  have been omitted  in  accordance
               with Item 601(b)(2) of Regulation S-K.  A copy  of
               any  omitted exhibit or schedule will be furnished
               to the Commission upon request.













                           SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act
of  1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                                   ANSYS, Inc.


                                   By:  /s/ James E. Cashman
                                        James E. Cashman, III
                                        President and CEO


Dated: September 13, 2000
















                          EXHIBIT INDEX


Exhibit   Description                                    Page No.

2.1       Agreement and Plan of Merger, dated August  30,   11 - 62
          2000,by and among ANSYS, Inc., GenesisOne
          Acquisition Corporation, Pacific Marketing and
          Consulting, Inc., Christine Schoefer, Michael
          Hohmeyer, Wayne Christopher, Mary Jo Hamilton,
          Michael Salari, Masoud Doroudian, Diane Poirier,
          Devendra Rajwade, Jan Soreide, Vijay Shah, Akila
          Diwakar, Philip Diwakar, Alan Magnuson, Forest
          Rouse, Vladimir Griaznov, Xiaomin Wang, Jieyong Xu,
          Jigen Zhou, Manfred Friedrichs, Carsten Martens,
          Reimund Steberl and Armin Wulf.

99.1      Press release, dated August 30, 2000.             63 - 64



                                                 Exhibit 2.1






















































                         AGREEMENT AND PLAN OF MERGER




















                       TABLE OF CONTENTS


1.   THE MERGER                                                11
     1.1  The Merger.                                          11
     1.2  Effective Time.                                      12
     1.3  Closing.                                             12
     1.4  Certificate of Incorporation of the Surviving
          Corporation.                                         12
     1.5  Effect on Capital Stock:                             12
     1.6  Repayment Obligations.                               21
     1.7  Directors of the Surviving Corporation.              21
     1.8  Officers of the Surviving Corporation.               21
     1.9  Acknowledgement and Release of Stockholders.         21


2.   REPRESENTATIONS AND WARRANTIES OF ANSYS                   22
     2.1  Organization.                                        22
     2.2  Capitalization.                                      23
     2.3  Authority Relative to this Agreement.                23
     2.4  Shares of ANSYS Common Stock.                        23
     2.5  SEC Documents; Financial Statements.                 23
     2.6  Absence of Certain Changes.                          24
     2.7  No Conflicts.                                        24
     2.8  Governmental Consents.                               24
     2.9  Litigation.                                          24
     2.10 No Brokers.                                          24


3.   REPRESENTATIONS AND WARRANTIES OF PMAC, THE CLASS A
     STOCKHOLDERS, MR. SHAH, MR. WULF AND MR. STEBERL          25
     3.1  Existence; Good Standing; Authority; Compliance
          With Law.                                            25
     3.2  Authorization, Validity and Effect of
          Agreements.                                          26
     3.3  Capitalization.                                      26
     3.4  Subsidiaries.                                        27
     3.5  Other Interests.                                     27
     3.6  No Conflicts.                                        27
     3.7  Governmental Consents.                               27
     3.8  Litigation.                                          28
     3.9  Absence of Certain Changes.                          28
     3.10 Taxes.                                               28
     3.11 Books, Records and Financial Statements.             29
     3.12 Properties.                                          29
     3.13 Proprietary Products, Trademarks, Patents and
          Copyrights and Other Property Rights.                30
     3.14 Environmental Matters.                               31
     3.15 Employee Benefit Plans.                              32
     3.16 Labor Matters.                                       33
     3.17 Certain Agreements.                                  34
     3.18 Major Contracts.                                     34
     3.19 Absence of Undisclosed Liabilities.                  35
     3.20 Receivables.                                         35
     3.21 Governmental Authorizations and Regulations.         35
     3.22 Insider Transactions.                                36
     3.23 No Brokers.                                          36
     3.24 Insurance.                                           36
     3.25 Payments.                                            36
     3.26 Full Disclosure.                                     36


4.   ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE
     STOCKHOLDERS                                              37
     4.1  Power and Authority.                                 37
     4.2  Ownership of Stock.                                  37


5.   CONDUCT OF BUSINESS OF PMAC PRIOR TO CLOSING              37
     5.1  Ordinary Course.                                     38
     5.2  Dividends; Changes in Stock.                         38
     5.3  Governing Documents.                                 38
     5.4  No Solicitation.                                     38
     5.5  No Acquisitions.                                     38
     5.6  No Dispositions.                                     38
     5.7  Indebtedness.                                        39
     5.8  Employees.                                           39
     5.9  Benefit Plans, etc.                                  39
     5.10 Material Claims.                                     39
     5.11 Elections.                                           39
     5.12 Accounting.                                          39
     5.13 Breach.                                              39


6.   ADDITIONAL AGREEMENTS                                     39
     6.1  Access to PMAC Information.                          39
     6.2  Stockholders Approval.                               40
     6.3  Reports Under Securities Exchange Act of 1934.       40
     6.4  Legal Conditions to the Merger.                      41
     6.5  Communications.                                      41
     6.6  Expenses.                                            42
     6.7  Escrow Agreement.                                    42
     6.8  Additional Actions.                                  42
     6.9  Notification of Certain Matters.                     42
     6.10 Operating Authority and Reporting Structure.         42
     6.11 Restriction on Transfer of ANSYS Common Stock.       42
     6.12 Right of First Refusal.                              43
     6.13 Management of the Surviving Corporation.             43
     6.14 [Intentionally Omitted.]                             44
     6.15 Employees.                                           44
     6.16 Employee Bonuses.                                    45
     6.17 Release of German and French Interests.              45
     6.18 Indian Subsidiary.                                   45
     6.19 Swiss Subsidiary.                                    45
     6.20 Certain Tax Matters.                                 46
     6.21 Adequate Funds for Certain Payments.                 46
     6.22 Option Grants.                                       46


7.   CONDITIONS PRECEDENT                                      46
     7.1  Conditions to Each Party's Obligations to
          Effect the Merger.                                   46
     7.2  Conditions to Obligations of ANSYS and Merger
          Sub.                                                 47
     7.3  Conditions to Obligations of PMAC.                   48


8.   TERMINATION, AMENDMENT AND WAIVER                         49
     8.1  Termination.                                         49
     8.2  Effect of Termination.                               50
     8.3  Amendment.                                           50
     8.4  Extension; Waiver.                                   50


9.   COMPETITION                                               50
     9.1  Non-Compete.                                         50
     9.2  Confidential Information.                            51
     9.3  Definition.                                          51
     9.4  Reasonableness.                                      52
     9.5  Injunctive Relief.                                   52
     9.6  Severability: Separate Covenants.                    52


10.  INDEMNIFICATION AND CLAIMS                                53
     10.1 Stockholders Indemnification.                        53
     10.2 ANSYS Indemnification.                               55
     10.3 Insurance Recoveries; Tax Benefits.                  56
     10.4 Actual Knowledge.                                    56


11.  GENERAL PROVISIONS                                        56
     11.1 Survival of Representations, Warranties and
          Agreements.                                          57
     11.2 Notices.                                             57
     11.3 Interpretation.                                      58
     11.4 Counterparts.                                        58
     11.5 Entire Agreement.                                    58
     11.6 No Third Party Beneficiaries.                        58
     11.7 Non-Assignment.                                      58
     11.8 Governing Law.                                       58
     11.9 Arbitration.                                         58
     11.10Sole Remedy.                                         59
     11.11No Agreement Until Executed.                         59

     Exhibits:

  Exhibit A      Budget Goals
  Exhibit B      Accounting Expenses
  Exhibit C      Escrow Agreement
  Exhibit D      Operating Plan
  Exhibit E      Opinion of Counsel to PMAC
  Exhibit F      Opinion of Corporate Counsel of ANSYS
  Exhibit G      Bonus Employee Group
  Exhibit H      French and German Taxes












                  AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER, dated as of August 30,
2000 (this "Agreement"), is made and entered into by and among
ANSYS, Inc., a Delaware corporation ("ANSYS"), GenesisOne
Acquisition Corporation, a Delaware corporation and a wholly-
owned subsidiary of ANSYS ("Merger Sub"), Pacific Marketing and
Consulting, Inc. a California corporation ("PMAC"), Christine
Schoefer, Michael Hohmeyer, Wayne Christopher, Mary Jo Hamilton,
Michael Salari, Masoud Doroudian (the six aforelisted
individuals, the "Class A Stockholders"), Diane Poirier, Devendra
Rajwade, Jan Soreide, and Mr.Vijay Shah ("Mr. Shah"; the four
aforelisted individuals, the "Class B Stockholders" and together
with the Class A Stockholders, the "Class A and B Stockholders"),
Akila Diwakar, Philip Diwakar, Alan Magnuson, Forest Rouse,
Vladimir Griaznov, Xiaomin Wang, Jieyong Xu, Jigen Zhou, Manfred
Friedrichs, and Carsten Martens (the aforelisted ten individuals,
the "Class C Stockholders"; each of the Class A and B
Stockholders and the Class C Stockholders a "Stockholder" and
together, the "Stockholders"), Reimund Steberl ("Mr. Steberl")
and Armin Wulf ("Mr. Wulf").

                           WITNESSETH:

     WHEREAS,  ANSYS, PMAC and the Stockholders desire  that  the
business  of  PMAC be combined with that of ANSYS  and  that,  in
connection therewith, all of the issued and outstanding  Class  A
Common  Stock,  Class B Common Stock and Class  C  Common  Stock,
without  par value, of PMAC  (collectively, "PMAC Common  Stock")
be  converted into the consideration provided in Section 1.5 (the
"Merger Consideration"); and

     WHEREAS, for this purpose ANSYS has formed Merger Sub  whose
sole  purpose  shall be to facilitate the implementation  of  the
transaction by being the surviving corporation of its merger with
PMAC (the "Merger"); and

     WHEREAS,  ANSYS, PMAC and the Stockholders  desire  to  make
certain  representations, warranties and agreements in connection
with the Merger and to prescribe various conditions precedent  to
the Merger;

     NOW,  THEREFORE, in consideration of these premises and  the
representations, warranties and agreements herein contained,  the
parties agree as follows:

1.   THE MERGER

     1.1  The Merger.
Upon  the terms and subject to the conditions set forth  in  this
Agreement,  at  the Effective Time (as defined in  Section  1.2),
PMAC  will  be  merged with and into Merger Sub and the  separate
corporate existence of PMAC will thereupon cease.  Merger Sub, as
the  surviving  corporation of the Merger (sometimes  hereinafter
referred to as the "Surviving Corporation"), will continue to  be
governed by the laws of the State of California.  The Merger will
have  the  effects specified in the Delaware General  Corporation
Law  (the  "DGCL") and, with respect to PMAC, in the Corporations
Code of the State of California (the "California Code").  Without
limiting the generality of the foregoing, and subject thereto, at
the  Effective  Time, all of the properties, rights,  privileges,
powers, franchises, debts, liabilities, obligations and duties of
Merger  Sub will continue in the Surviving Corporation unaffected
by the Merger.

     1.2  Effective Time.
Pursuant  to  Section  1.3, at Closing Merger  Sub  will  file  a
Certificate  of Merger with the Delaware Secretary  of  State  in
accordance  with the relevant provisions of the  DGCL,  and  will
make all other filings or recordings required under the DGCL  and
the  California Code to consummate the Merger.  The  Merger  will
become effective upon such filing of the Certificate of Merger or
at  such other time as the parties hereto may agree and as may be
specified  in  the  Certificate  of  Merger  in  accordance  with
applicable  law.   The  date and time  when  the  Merger  becomes
effective is herein referred to as the "Effective Time."

     1.3  Closing.
(a)   Subject  to satisfaction (or waiver) of the conditions  set
forth  in  Article 7, the Closing of the Merger  (the  "Closing")
will  take place (i) at the offices of Greene Radovsky Maloney  &
Share  LLP,  4  Embarcadero Center, Suite  4000,  San  Francisco,
California,  beginning at 10:00 a.m., Pacific Daylight  Time,  on
August 31, 2000 or (ii) at such other place, date and/or time  as
the  parties  hereto may agree.  The date upon which the  Closing
occurs is herein referred to as the "Closing Date."

(b)   At the Closing, (i) ANSYS shall deliver to  PMAC
and/or the Stockholders' Representative, as the case may be,  the
various  certificates, instruments and documents required  to  be
delivered at or prior to Closing pursuant to Sections 7.1 and 7.3
if  not previously delivered pursuant to the terms thereof,  (ii)
PMAC and/or the Stockholders' Representative, as the case may be,
shall deliver to ANSYS the various certificates, instruments  and
documents  required  to  be  delivered  at  Closing  pursuant  to
Sections 7.1 and 7.2 if not previously delivered pursuant to  the
terms thereof, and (iii) Merger Sub shall file the Certificate of
Merger  with the Delaware Secretary of State pursuant to Sections
103  and  252  of  the DGCL, and shall file an original  executed
counterpart of the same with the Secretary of State of the  State
of  California under cover of a letter stating that a Request for
Tax Clearance Certificate - Corporations has been filed.

     1.4  Certificate of Incorporation of the Surviving Corporation.
At   the  Effective  Time,  in  accordance  with  the  DGCL,  the
Certificate  of Incorporation, as amended, of Merger  Sub  as  in
effect immediately prior to the Effective Time will (except as to
the  name of the Surviving Corporation, which shall be "ICEM  CFD
Engineering,  Inc.") be the Certificate of Incorporation  of  the
Surviving Corporation until amended in accordance with the  terms
thereof and applicable law.

     1.5  Effect on Capital Stock:
       (a)   As  of  the  Effective Time, by virtue of  the  Merger  and
without  any  action on the part of the holders  of  any  of  the
issued and outstanding shares of PMAC Common Stock:

          (i)   Cancellation of Certain PMAC Common  Stock.   All
     shares of PMAC Common Stock that are held in the treasury of
     PMAC  and  any  shares of PMAC Common  Stock  owned  by  any
     subsidiary  of  PMAC shall be canceled and no  consideration
     shall be delivered in exchange therefor.


          (ii)  Conversion of the Other PMAC Common Stock.   Each
     share  of PMAC Class A Common Stock and Class B Common Stock
     (other  than those shares referred to in Section  1.5(a)(i))
     shall be converted, by virtue of the Merger and without  any
     action on the part of the holder thereof, into and represent
     the  right  to  receive (subject to Section 1.5(b)  and  the
     other  provisions of this Section 1.5) the Pro Rata  Portion
     of  that  number  of shares of fully paid and  nonassessable
     common  stock,  par  value  $.01 per  share  ("ANSYS  Common
     Stock"),  equal to (X) $7,279,118.78 minus 51.5263%  of  the
     sum  of  (1)  the  aggregate  amount  of  any  consideration
     (including  notes)  given to Mr. Vedat Akdag  in  connection
     with the repurchase of his shares of PMAC Common Stock prior
     to  Closing  plus (2) the aggregate amount  of  the  Steberl
     Bonus  plus (3) the aggregate amount of the Closing Employee
     Bonuses,  divided  by (Y) the average of the  daily  closing
     prices  of ANSYS Common Stock for the 20 consecutive trading
     days  immediately preceding the date on which ANSYS and PMAC
     jointly  announce  the  execution of  this  Agreement  (such
     shares,  the  "Initial Stock Amount") plus the other  Merger
     Consideration  provided in Section 1.5(d).   Each  share  of
     PMAC  Class C Common Stock shall be converted, by virtue  of
     the  Merger and without any action on the part of the holder
     thereof, into and represent the right to receive (subject to
     Section 1.5(b) and the other provisions of this Section 1.5)
     cash  in  an  amount  equal  to  the  Pro  Rata  Portion  of
     $7,279,118.78 minus 51.5263% of the sum of (1) the aggregate
     amount  of any consideration (including notes) given to  Mr.
     Vedat  Akdag in connection with the repurchase of his shares
     of PMAC Common Stock prior to Closing plus (2) the aggregate
     amount of the Steberl Bonus plus (3) the aggregate amount of
     the   Closing  Employee  Bonuses,  plus  the  other   Merger
     Consideration  provided  in Section 1.5(d);  provided,  that
     ANSYS  may  cause  such portion of the Merger  Consideration
     payable to any Class C Stockholder to be paid to PMAC as  is
     necessary  to pay the outstanding principal and interest  of
     PMAC's  loan to such Class C Stockholder in respect  of  tax
     withheld upon the issuance of Class C Common Stock  to  such
     Class C Stockholder.

          (b)   Initial  Stock Amount Issuance.  At the  Closing,
the Stockholders shall deliver to ANSYS certificates representing
all outstanding shares of PMAC Common Stock, and ANSYS will issue
or  cause to be issued, and deliver or cause to be delivered  (in
accordance  with Section 1.5(c)) to the Stockholders that  number
of   shares  of  ANSYS  Common  Stock  as  provided  in   Section
1.5(a)(ii),  plus cash for any fractional shares as  provided  in
such Section 1.5(a)(ii), except that twenty percent (20%) of such
shares  shall not be delivered to such Stockholders, but  instead
shall  be delivered to the Bank of San Francisco as escrow  agent
to  be  held in escrow (the "Escrow Shares") as security for  the
Stockholders'  indemnification obligations under Section  10  and
pursuant  to  the provisions of an escrow agreement (the  "Escrow
Agreement")  to  be executed pursuant to Section 6.7.  ANSYS  may
satisfy  its obligation to deliver the aforedescribed  shares  by
delivery  of an irrevocable letter of instruction to its transfer
agent directing the transfer agent to deliver such shares to  the
Stockholders and the Escrow Agent, provided that such shares  are
actually  delivered  to the Stockholders  and  the  Escrow  Agent
within seven days of Closing.

          (c)   Exchange Procedures.  Subject to Section  1.5(b),
upon  valid  surrender  of  a certificate  formerly  representing
outstanding  shares of PMAC Common Stock (a "Certificate")  which
have  been  converted  into  the  right  to  receive  the  Merger
Consideration pursuant to Section 1.5(a)(ii), the holder  thereof
shall  be  entitled to receive in exchange therefor a certificate
representing  the  number of whole shares of ANSYS  Common  Stock
pursuant   to   Section  1.5(a)(ii)  for  the   shares   formerly
represented  by the Certificate so surrendered and  other  Merger
Consideration to which that person is entitled.  The  Certificate
so  surrendered shall forthwith be canceled.  Subject to  Section
1.5(b),  in  the event of a transfer of ownership of PMAC  Common
Stock  which is not registered in the transfer records  of  PMAC,
the  appropriate  Merger Consideration  may  be  delivered  to  a
transferee if a Certificate is presented to ANSYS and accompanied
by  all  documents required to evidence and effect such  transfer
and  to  evidence that any applicable stock transfer  taxes  have
been  paid.   Until surrendered as contemplated by  this  Section
1.5(c),  each Certificate shall be deemed at any time  after  the
Effective  Time  only  to represent the  right  to  receive  upon
surrender  the Merger Consideration as provided by  this  Section
1.5.

          (d)   Other Merger Consideration.  In addition  to  the
Initial  Stock  Amount, each Stockholder shall,  subject  to  the
conditions set forth herein, receive a Pro Rata Portion of

     (A) cash  in an amount equal to (i) the Initial Cash  Amount
         minus  (ii)  the sum of (W) the Escrow Cash Amount  plus
         (X)   48.4737%   of   the  aggregate   amount   of   any
         consideration  (including  notes)  given  to  Mr.  Vedat
         Akdag  in  connection with the repurchase of his  shares
         of  PMAC Common Stock prior to Closing plus (Y) 48.4737%
         of  the amount of the Steberl Bonus plus (Z) 48.4737% of
         the  aggregate  amount of the Closing Employee  Bonuses,
         payable  at  Closing by one or more  wire  transfers  of
         immediately  available funds to such account(s)  as  are
         designated  by such Stockholder at least three  business
         days before the Closing Date, and

     (B) the  Contingent  Payment  Right,  payable  as  described
         herein.

          (e)   Merger  Consideration  Adjustment.   ANSYS  shall
deliver  to  each Stockholder on the Initial Period Payment  Date
such Stockholder's Pro Rata Share of (i) the Escrowed Cash Amount
(including  any  interest  earned on  the  Escrowed  Cash  Amount
pursuant  to the terms of the Escrow Agreement) by wire  transfer
of  immediately available funds, and (ii) the amount, if any,  by
which  the  Revenue  Formula as applied  to  the  Initial  Period
exceeds  the  Estimated Purchase Price; provided,  however,  that
such  amounts are subject (A) to reduction by an amount equal  to
the  estimated dollar amount of all Damages for which  the  ANSYS
Indemnified Parties have made claims for indemnification pursuant
to  this  Agreement on or before the Initial Period Payment  Date
(to the extent not yet satisfied by the PMAC Indemnitors), (B) to
reduction by the amount, if any, by which the Estimated  Purchase
Price  exceeds  the  Revenue Formula as applied  to  the  Initial
Period;  (C) to increase by the amount of the excess, if  any  of
PMAC  Working  Capital  as reflected on  the  December  31,  2000
Balance  Sheet over $0, (D) to reduction by the amount,  if  any,
that  PMAC Working Capital as reflected on the December 31,  2000
Balance  Sheet  is  less  than $0, (E)  to  reduction  by  up  to
$1,366,110.00 in respect of amounts then owed, if any, in respect
of  the  payments  previously scheduled to  be  made  to  PTC  in
September 2000, and (F) to reduction by the amount of the Initial
Period  Retention Bonuses. If the adjustments provided for  under
clauses  (A)  through (F) above result in a net  reduction  which
exceeds  the amount of the Escrowed Cash Amount, then the  amount
of  such excess (the "Escrow Shortfall") shall be repaid pursuant
to  Section 1.6.  Any Merger Consideration Adjustment amount  due
to  the  Stockholders pursuant to the foregoing that exceeds  the
Escrowed  Cash  Amount shall be payable to such  Stockholders  as
follows:

    (a)  to   each  Class  A  and  B  Stockholder,  48.4737%   in
         immediately  available  funds, and  51.5263%   in  ANSYS
         Common  Stock determined based upon the average  of  the
         daily  closing prices of ANSYS Common Stock for  the  20
         consecutive  trading  days  immediately  preceding   the
         Initial Period Payment Date; and

     (b) to each Class C Stockholder in cash.

The  term of the Escrow Agreement shall be extended, and ultimate
distribution  of  escrowed shares and  funds  made,  as  provided
therein.

          (f)   Fractional Shares.  No fractional shares of ANSYS
Common  Stock shall be issued as a result of the Merger,  but  in
lieu thereof each holder of shares of PMAC Common Stock who would
otherwise be entitled to receive a fraction of a share  of  ANSYS
Common  Stock shall receive an amount in cash equal  to  the  per
share  valuation of ANSYS Common Stock determined in  respect  of
such  issuance pursuant to Section 1.5(a)(ii), Section 1.5(e)  or
the  definition of "Contingent Payment Right" in Section  1.5(i),
as  the  case may be, multiplied by the fraction of  a  share  of
ANSYS  Common Stock to which such Stockholder would otherwise  be
entitled.

          (g)   No Further Ownership Rights in PMAC Common Stock.
The   Merger  Consideration  delivered  upon  the  surrender  for
exchange  of shares of PMAC Common Stock in accordance  with  the
terms  hereof  shall  be deemed to have been  delivered  in  full
satisfaction  of  all rights pertaining to such  shares  of  PMAC
Common Stock.

          (h)  Calculation Procedure.

               (i)   ANSYS shall prepare in accordance with  GAAP
     (as  modified  by  this Agreement), as soon  as  practicable
     after the end of each of the calendar years 2000 and 2001, a
     report  containing a statement of income of the  PMAC  Group
     for the twelve months then ended as of the close of business
     on  December  31 of each such period, in each case  together
     with  a certificate of an officer of ANSYS which states that
     the  report  was prepared in accordance with this Agreement,
     and   sets  forth  for  the  period  under  examination  the
     applicable calculation of EBITDA, Expenses, and the  Revenue
     Formula  and sets forth all adjustments required to be  made
     to   such   financial  statements  in  order  to  make   the
     calculations  required under this Section 1.5  (the  "Annual
     Determination").   A copy of each such Annual  Determination
     shall  be delivered to the Stockholders' Representative  not
     later  than  45 days after the end of the calendar  year  to
     which  such Annual Determination relates, provided  that  no
     delay  shall  be considered in breach of this  Agreement  if
     ANSYS  has  used  its best efforts to complete  such  Annual
     Determination  but  any  entity  in  the  PMAC  Group,   any
     Stockholder or either of Mr. Wulf and Mr. Sterberl have  not
     used  their  best  efforts in preparing and delivering  data
     needed  for, or otherwise cooperating in the completion  of,
     the Annual Determination.

               (ii) If the Stockholders' Representative does  not
     agree  that  any Annual Determination correctly  states  the
     applicable EBITDA, Expenses, and Revenue Formula calculation
     for the period under examination, he shall promptly (but not
     later  than  20  days  after the  delivery  of  such  Annual
     Determination)  give  written  notice  to   ANSYS   of   any
     exceptions  thereto, such notice to set forth in  reasonable
     detail  each disputed item or amount and the basis  for  the
     Stockholders'   Representative's   disagreement   therewith,
     together with supporting calculations.  If the Stockholders'
     Representative  and ANSYS reconcile their  differences,  the
     Annual Determination shall be adjusted accordingly and shall
     thereupon  become binding final and conclusive upon  all  of
     the  parties hereto and enforceable in a court of  law.   If
     the  Stockholders' Representative and ANSYS  are  unable  to
     reconcile their differences in writing within 20 days  after
     written  notice  of exceptions is delivered  to  ANSYS  (the
     "Reconciliation  Period"), the items  in  dispute  shall  be
     submitted  to  an  independent accounting firm  of  national
     standing in the United States in terms of gross revenue (the
     "Independent  Auditors") for final  determination,  and  the
     Annual  Determination shall be deemed adjusted in accordance
     with the determination of the Independent Auditors and shall
     become binding, final and conclusive upon all of the parties
     hereto.   The Independent Auditors shall consider  only  the
     items  in  dispute and shall be instructed to act within  10
     days   (or   such   longer  period  as   the   Stockholders'
     Representative and ANSYS shall agree) to resolve  all  items
     in  dispute.  If the Stockholders' Representative  does  not
     give  notice  of  any exception within  20  days  after  the
     delivery  of an Annual Determination or if the Stockholders'
     Representative gives written notification of his  acceptance
     of  an Annual Determination prior to the end of such 20  day
     period,  such  Annual Determination shall  thereupon  become
     binding,  final  and conclusive upon all the parties  hereto
     and enforceable in a court of law.  Any expenses relating to
     the engagement of the Independent Auditors shall be borne by
     the Stockholders; provided, that if the Independent Auditors
     determine that the aggregate Merger Consideration Adjustment
     or  Contingent Payment Right, as the case may be,  to  which
     the  Stockholders are entitled is equal to 110% or  more  of
     the   aggregate   amounts  of  such   Merger   Consideration
     Adjustment or Contingent Payment Right as set forth by ANSYS
     in  its  proposed  Annual Determination, then  all  expenses
     relating  to  the engagement of the Independent Auditors  in
     respect  of  such  Annual Determination shall  be  borne  by
     ANSYS.

               (iii)      The  books and records of the Surviving
     Corporation  shall be made available during normal  business
     hours   upon   reasonable  advance  notice  to  ANSYS,   the
     Stockholders' Representative and the Independent Auditors to
     the  extent required to perform the determinations  required
     under  this Section 1.5(h).  The parties hereto shall  cause
     the  Surviving  Corporation  to make  arrangements  to  make
     available  to  the  Stockholders' Representative  and  ANSYS
     (including auditors) any back-up materials generated by  the
     Surviving  Corporation with respect to any adjustments  made
     by  them  to  the  financial statements in  the  process  of
     preparing any Annual Determination.

          (i)    Certain  Definitions.   For  purposes  of   this
Agreement, the following terms have the following meanings:

          "Balance  Sheet" means the balance sheets of  the  PMAC
Group   prepared   by  ANSYS  in  connection  with   the   Annual
Determination for calendar year 2000.

          "Budget  Goals"  means the budget goals  for  operating
revenue, Expenses and EBITDA in calendar years 2000 and  2001  as
specified in Exhibit A attached hereto.

          "Consulting Services" means services rendered to  third
parties  for  cash  fees in directly performing  or  interpreting
modeling  or simulation of mechanical systems.  Such services  do
not  include  custom  development  or  modification  of  software
products.   For purposes of allocating revenue between Consulting
Services  and  Direct or Indirect Sales for a sale that  involves
multiple (service and software) components, a pro-rata allocation
will  be  made to each respective component based on the standard
list  price of each component compared to the total standard list
price of all components.

          "Contingent  Payment Rights" means  each  Stockholder's
right  to  receive,  as of the Second Period Payment  Date,  such
Stockholder's  Pro  Rata  Portion  of  an  amount  equal  to  (X)
Incremental Revenue minus (Y) the sum of (1) the aggregate amount
of  the Contingent Retention Bonuses plus (2) the amount, if any,
of  the  payment or accrual of any bonus (other than the  Steberl
Bonus  as  defined  herein)  to Mr. Steberl  in  2001;  provided,
however,  that such amount shall be subject to further  reduction
(but  in no event to an amount less than zero) by an amount equal
to  the sum of (a) the estimated dollar amount of all Damages for
which  the  ANSYS  Indemnified  Parties  have  made  claims   for
indemnification  pursuant  to this Agreement  on  or  before  the
Second  Period Payment Date (to the extent not yet  satisfied  by
the  PMAC  Indemnitors or secured by funds or ANSYS Common  Stock
retained in escrow on the Initial Period Payment Date in  respect
of  such Damages) and (b) if EBITDA of the PMAC Group for 2001 is
less  than  that  set  forth in the Budget Goals  for  2001,  the
amount, if any, of the excess of Expenses for calendar year  2001
over  the  Expenses for 2001 set forth in the Budget Goals.   Any
payment  due pursuant to such Contingent Payment Right  shall  be
payable to such Stockholder as follows:

    (a)  to   each  Class  A  and  B  Stockholder,  48.4737%   in
         immediately  available  funds, and  51.5263%   in  ANSYS
         Common  Stock determined based upon the average  of  the
         daily  closing prices of ANSYS Common Stock for  the  20
         consecutive  trading  days  immediately  preceding   the
         Second Period Payment Date; and

    (b)  to each Class C Stockholder in cash.

Should  any  reduction be made pursuant to the  foregoing  clause
(a),  the amount of such reduction, insofar as it would have been
payable in cash, shall be placed into an interest bearing  escrow
account to be established with the Bank of San Francisco  or  any
other  banking or trust company mutually agreement to  ANSYS  and
the Stockholders' Representative until the final determination of
the  respective  claims by agreement of the  parties  or  by  the
arbitrator  pursuant to Section 11.9, to be held in escrow  until
disbursed  in accordance with such final determination,  and,  to
the  extent payable in shares of ANSYS Common Stock, such  shares
as  are  finally  determined to be issuable to  the  Stockholders
shall  be  issued and delivered within seven days of  such  final
determination.

          "Direct Sales" shall mean sales of the ICEM CFD product
or  any  other products made directly to customers  by  the  PMAC
Group.

          "EBITDA"   means   the  consolidated   profits   before
interest, income taxes, depreciation and amortization as shown on
the  income  statements  of  the PMAC  Group,  as  determined  in
accordance  with GAAP; provided, however, that (i)  EBITDA  shall
exclude any write-off or amortization or depreciation of goodwill
or other intangible assets, attributed to the Merger; (ii) except
as    otherwise   agreed   by   ANSYS   and   the   Stockholders'
Representative, no intercompany management fees or other overhead
or  group charges, charged by ANSYS (or any of its affiliates) to
the PMAC Group, shall be treated as an expense; (iii) any Damages
of  an  ANSYS Indemnified Person which give rise to an  indemnity
payment pursuant to the indemnification provisions of Article  10
and  which  are assumed by the Stockholders or as to  which  such
ANSYS   Indemnified  Person  has  been  reimbursed  (by   offset,
insurance,  tax  benefit or otherwise), or which  does  not  give
ANSYS  Indemnified  Person  the right  to  an  indemnity  payment
because  it falls within the indemnity threshold referred  to  in
Article  10,   shall  not  be treated as  an  expense;  (iv)  any
indemnity payments made by ANSYS or any of its affiliates to  any
Stockholder  shall not be treated as an expense; (v) there  shall
be  no  charge against income for the payment or accrual  of  any
component of the Purchase Price or Contingent Payment;  (vi)  any
costs  and expenses incurred by the PMAC Group in contesting  any
Annual  Determination shall not be treated as an expense,  except
to  the  extent  that such costs and expenses are incurred  as  a
result of any Stockholder's or the Stockholders' Representative's
breach  of  the  procedures provided for  in  this  Agreement  or
willful  delay;  (vii)  any expenses  of  ANSYS  or  any  of  its
affiliates  prior  to  or after the Closing  incurred  (excluding
expenses  incurred by the PMAC Group prior to or at  Closing)  in
connection  with  the negotiation, preparation and  execution  of
this  Agreement  and the other documents to be delivered  at  the
Closing  hereunder  (including without limitation  the  fees  and
disbursements of its attorneys and accountants and any brokers or
finders  fees)  shall  not be treated as an expense;  (viii)  any
Damages  suffered by ANSYS or costs incurred by  the  PMAC  Group
resulting from PMAC's failure to obtain the third-party  consents
set  forth  in Section 1.5 of the PMAC Disclosure Schedule  shall
not  be  treated  as  an  expense; (ix) any  costs  and  expenses
incurred  by  the  Surviving Corporation in the  pursuit  of  any
indemnity  claim under Article 10 to the extent  such  claim  has
been  rejected by a final determination pursuant to  Article  10;
(x)  payments made to Vedat Akdag pursuant to PMAC's note  issued
in  consideration  of the repurchase of Mr. Akdag's  PMAC  Common
Stock  shall  not be treated as an expense; and (xi) the  Steberl
Bonus  (as defined in Section 3.18(b)) and payments made  to  the
Bonus  Employee  Group  pursuant to Section  6.16  shall  not  be
treated as an expense.

          "Escrow Agreement" means the Escrow Agreement described
in  Section  6.7  in  substantially the form attached  hereto  as
Exhibit C.

          "Escrowed  Cash  Amount" means  Three  Million  Dollars
($3,000,000.00),  to be delivered by ANSYS to  the  Bank  of  San
Francisco  as  escrow agent pursuant to the terms of  the  Escrow
Agreement.

          "Estimated  Purchase  Price" is  based  upon  Estimated
Revenue  and consists of the Initial Cash Amount and the  Initial
Stock Amount (disregarding adjustments thereto in respect of  the
Closing Employee Bonuses, the Steberl Bonus and the repurchase of
Mr.   Akdag's  shares  of  PMAC  Common  Stock),  which   amounts
(disregarding  such  adjustments)  total  Fourteen  Million   One
Hundred Twenty Seven Thousand Dollars ($14,127,000.00).

          "Estimated  Revenue" means the estimated net  operating
revenue,  calculated based on GAAP, for the PMAC  Group  for  the
Initial  Period  of Ten Million Two Hundred Thirty  Six  Thousand
Dollars  ($10,236,000.00) attributable to agreements  related  to
Magna  TDM  and  Icepak,  other original  equipment  manufacturer
agreements,  Direct Sales and Indirect Sales,  Software  Services
and Consulting Services performed by PMAC.

          "Expenses"  means those categories of  expense  of  the
PMAC Group set forth in the Budget Goals for 2001.

          "GAAP"   means   United   States   generally   accepted
accounting  principles applied on a consistent  basis  throughout
the periods involved.

          "Incremental  Revenue" means the amount  by  which  the
Revenue Formula for the year ended December 31, 2001 exceeds  the
Revenue  Formula for the year ended December 31, 2000, determined
in accordance with GAAP and reflected in the financial statements
of the PMAC Group.

          "Indirect  Sales" shall mean net sales by  distributors
of  the  general  purpose ICEM CFD product  which  has  not  been
customized for use with such distributor's products.

      "Initial Cash Amount" means $6,847,881.22.

      "Initial Period" means the 12 months ended December 31, 2000.

      "Initial  Period Payment Date" means the later  of  (a)
the  fifth  business  day after the Stockholders'  Representative
delivers notice to ANSYS of the Stockholders' acceptance  of  and
agreement  with the Annual Determination for calendar year  2000,
(b)  the fifth business day after the 20th day after the delivery
of  the  Annual  Determination for  calendar  year  2000  to  the
Stockholders' Representative, and (c) the date five business days
after  the  final  determination of the Annual Determination  for
2000 pursuant to Section 1.5(h)(ii).

          "Knowledge,"  with respect to:  (i) PMAC, means,  after
having  made  reasonable  inquiries  of  each  of  the  officers,
directors  and  responsible  employees  of  PMAC  and  the   PMAC
Subsidiaries,  the  actual  knowledge  of,  or  the  receipt   of
notification by, Armin Wulf, Wayne Christopher, Michael Hohmeyer,
Reimond  Steberl, Michael Salari and Vijay Shah; and (ii)  ANSYS,
means,  after  having made reasonable inquiries of its  officers,
directors and responsible employees, the actual knowledge of,  or
the  receipt of notification by, James Cashman, Bud Dunbar, Maria
Shields, David Secunda and Lee Detwiler.

          "Material  Adverse Effect" shall mean, for purposes  of
this  Agreement, any change, event or effect that  is  materially
adverse  to  the business, assets (including intangible  assets),
condition  (financial or otherwise), properties,  or  results  of
operations of the relevant party, other than conditions resulting
from the performance of the terms of this Agreement.

          "Merger  Consideration Adjustment" means any adjustment
to the Merger Consideration made pursuant to Section 1.5(e).

          "PMAC  Group"  means (i) prior to the  Effective  Time,
PMAC  and  the  PMAC  Subsidiaries, and (ii)  at  and  after  the
Effective   Time,  the  PMAC  Subsidiaries  and   the   Surviving
Corporation.

          "PMAC   Working  Capital"  means  cash  and  marketable
securities of the PMAC Group, minus any indebtedness of the  PMAC
Group (excluding loans payable to ANSYS), subject to increase  by
the  amount by which other items of current assets are in  excess
of  zero  and  decrease  by the amount by which  other  items  of
current  liabilities  are in excess of  zero,  in  each  case  as
determined  pursuant  to  GAAP; provided,  that  in  making  such
determination  deferred  tax  liabilities  and  assets  shall  be
disregarded;  and  further  provided,  that  to  the  extent  the
inclusion  of  the  current  income  tax  liability  causes   the
calculation  of  PMAC Working Capital to be less than  zero,  the
current   income  tax  liability  will  be  excluded   from   the
calculation to the extent such exclusion results in PMAC  Working
Capital being no greater than zero.

          "Pro  Rata  Portion" means that portion  determined  by
multiplying  the amount in question by a fraction, the  numerator
of  which  is the number of shares of PMAC Common Stock owned  of
record immediately prior to the Effective Time by the Stockholder
in  question, and the denominator of which is the total number of
outstanding shares of PMAC Common Stock immediately prior to  the
Effective Time.

          "Revenue"   means  operating  revenue   from   original
equipment  manufacture agreements, Direct Sales, Indirect  Sales,
Software Services and Consulting Services, calculated under GAAP,
net  of  discounts and net of the distributors' share  (including
ANSYS'  share  when  the  sale is  made  by  ANSYS  or  an  ANSYS
distributor).

          "Revenue Formula" means the sum of (1) 250% of  Revenue
of  the PMAC Group attributable to original equipment manufacture
agreements  related to Magna TDM and Icepak, (2) 195% of  Revenue
of the PMAC Group attributable to original equipment manufacturer
agreements other than those reflected to in clause (1), (3)  166%
of  Revenue  of the PMAC Group attributable to Direct  Sales  and
Indirect   Sales,  (4)  108%  of  Revenue   of  the  PMAC   Group
attributable to Software Services, and (5) 50% of Revenue  of the
PMAC  Group attributable to Consulting Services performed by  the
PMAC Group.

       "Second Period" means the 12 months ended December  31, 2001.


          "Second Period Payment Date" means the the later of (a)
the  fifth  business  day after the Stockholders'  Representative
delivers notice to ANSYS of the Stockholders' acceptance  of  and
agreement  with the Annual Determination for calendar year  2001,
(b)  the fifth business day after the 20th day after the delivery
of  the  Annual  Determination for  calendar  year  2001  to  the
Stockholders' Representative, and (c) the date five business days
after  the  final  determination of the Annual Determination  for
2001 pursuant to Section 1.5(h)(ii).

          "Software  Services" means services rendered  to  third
parties  for  cash  fees  to develop  or  modify  software.   For
purposes  of  allocating revenue between  Software  Services  and
Direct  or  Indirect  Sales  for a sale  that  involves  multiple
(service and software) components, a pro-rata allocation will  be
made  to  each  respective component based on the  standard  list
price of each component compared to the total standard list price
of all components.

          "Stockholders' Representative" means Mr. Wulf  or  such
other  Stockholders' Representative as may be  appointed  by  the
Stockholders   pursuant  to  the  terms   of   the   Stockholders
Representative Agreement (as defined in Section 7.2(g).

     1.6  Repayment Obligations.
Each Stockholder shall have the obligation to pay to ANSYS, as of
the  Initial  Period  Payment Date, such Stockholder's  Pro  Rata
Portion of the Escrow Shortfall, if any, as follows: one-half  in
cash  and one-half in shares of ANSYS Common Stock of such value,
determined based upon the average of the daily closing prices  of
ANSYS   Common   Stock  for  the  20  consecutive  trading   days
immediately preceding the Initial Period Payment Date.

     1.7  Directors of the Surviving Corporation.
At the Effective Time, the directors of Merger Sub then in office
will become the directors of the Surviving Corporation until  the
earlier of their resignation or removal or until their respective
successors are duly elected and qualified, as the case may be.

     1.8  Officers of the Surviving Corporation.
At the Effective Time, the officers of Merger Sub will become the
officers of the Surviving Corporation until the earlier of  their
resignation  or removal or until their respective successors  are
duly elected and qualified, as the case may be.

     1.9  Acknowledgement and Release of Stockholders.

           (a)  Investment Representations.  Set forth in Section
1.9 of the PMAC Disclosure Schedule (as hereinafter defined) is a
list  of  all  Stockholders, the number of shares of PMAC  Common
Stock  they own, their principal addresses, their marital  status
and  whether  they are "accredited investors"  as  such  term  is
defined  in Rule 501(a) promulgated under the Securities  Act  of
1933,   as  amended  (the  "Securities  Act").  Each  Stockholder
identified  in  Section  1.9 of the PMAC Disclosure  Schedule  as
being   an   accredited  investor  hereby  severally  represents,
warrants and acknowledges to ANSYS that such Stockholder has been
provided  with  and has reviewed ANSYS' Financial Statements  and
the  ANSYS SEC Documents (each as hereinafter defined);  that  no
other material written information concerning this Agreement, the
Merger  Agreement  or  the  Merger  has  been  provided  to  such
Stockholder  by  ANSYS or PMAC; and that such Stockholder  is  an
"accredited  investor"  as such term is defined  in  Rule  501(a)
promulgated   under   the  Securities  Act.    Each   Stockholder
identified in Section 1.9 of the PMAC Disclosure Schedule as  not
being   an   accredited  investor  hereby  severally  represents,
warrants and acknowledges to ANSYS (i) that such Stockholder  has
been  provided with and has reviewed ANSYS' Financial  Statements
and  the ANSYS SEC Documents; (ii) that the material exhibits  to
the  ANSYS  SEC  Documents  have  been  made  available  to  such
Stockholder; (iii) that such Stockholder has had the  opportunity
to  ask  questions and receive answers concerning the  terms  and
conditions of the Merger of and from representatives of PMAC  and
ANSYS  and  to  obtain  any  additional information  which  ANSYS
possesses  or can acquire without unreasonable effort or  expense
that  is necessary to verify the accuracy of the information  set
forth   in   the  ANSYS  SEC  Documents  and  ANSYS's   Financial
Statements, (iv) that such Stockholder has been given  access  to
all  such  records  and financial statements of  PMAC  that  such
Stockholder requires in order to value his or her shares of  PMAC
Common  Stock, (v) that such Stockholder has had the  opportunity
to  compare  and evaluate the relative rights of shareholders  of
PMAC  and  ANSYS under the governing documents of each, and  (vi)
that  such  Stockholder,  by reason of his  or  her  business  or
financial experience or the business and financial experience  of
his  or her professional advisors (who are unaffiliated with  and
who  are  not  compensated by ANSYS or any affiliate  or  selling
agent  of  ANSYS,  directly or indirectly), has the  capacity  to
protect  his  or  her  own  interests  in  connection  with   the
transactions contemplated hereby.  Each Stockholder is  acquiring
the  shares  of  ANSYS  Common Stock to be issued  hereunder  for
investment  purposes.   Each Stockholder understands  and  agrees
with ANSYS that the shares of ANSYS Common Stock to be issued  to
such Stockholder as a result of the Merger will not be registered
under  the Securities Act or any applicable state securities  law
when  issued  and that, as a result, such shares of ANSYS  Common
Stock  may  be  sold  by such Stockholder  only  pursuant  to  an
effective registration statement under the Securities Act  or  an
exemption   from   the  registration  requirement   thereof,   if
available, and that the certificates representing such shares  of
ANSYS  Common  Stock will contain an appropriate  legend  to  the
effect of the foregoing.

           (b)   Acknowledgement of Bonuses  and  Release.   Each
Stockholder, both in his or her capacity as a stockholder of PMAC
and as party to this Agreement, hereby acknowledges, ratifies and
consents  to  the  bonuses payable to certain employees  and  Mr.
Steberl  in  accordance with Sections 6.16 and 6.23  (the  "Bonus
Payments").   Each  Class A and B Stockholder  acknowledges  that
their  interest  in  PMAC was diluted by  the  authorization  and
issuance  of  Class C Common Stock prior to the date hereof  (the
"Class  C  Issuance").  Each Stockholder acknowledges and  agrees
that  these actions were in the best interests of PMAC when taken
and were necessary and desirable for the further prospects of the
PMAC  Group.   Each Stockholder releases PMAC  and  each  of  its
directors  and officers from any liability whatsoever,  known  or
unknown,  in connection with the Bonus Payments and the  Class  C
Issuance.  Each Stockholder expressly waives  for the purposes of
this  Section 1.9(b) only the provisions of California Civil Code
  1542,  which provides:  "A general release does not  extend  to
claims  which the creditor does not know or suspect to  exist  in
his favor at the time of executing the release, which if known by
him  must  have  materially  affected  his  settlement  with  the
debtor."

2.   REPRESENTATIONS AND WARRANTIES OF ANSYS
     For  purposes of the representations and warranties of ANSYS
contained herein, the inclusion of any information in any section
of  the  ANSYS  Disclosure Schedule attached hereto  (the  "ANSYS
Disclosure  Schedule") shall not be deemed to be an admission  or
evidence  of the materiality of such item, nor shall it establish
a  standard of materiality inconsistent with that provided for by
the  terms  of this Agreement.  ANSYS represents and warrants  to
PMAC and the Stockholders as follows:

     2.1  Organization.
ANSYS  and  Merger  Sub  are each a corporation  duly  organized,
validly  existing  and in good standing under  the  laws  of  the
jurisdictions   of  their  incorporation  and   have   sufficient
corporate power to carry on their respective businesses  as  they
are  now  being  conducted  and ANSYS is  duly  qualified  to  do
business  and is in good standing in each jurisdiction where  its
ownership  or leasing of property or the conduct of its  business
requires  it to be so qualified and in good standing,  except  in
jurisdictions, if any, where the failure to be so qualified or in
good standing would not, either individually or in the aggregate,
have  a Material Adverse Effect ANSYS and its subsidiaries  taken
as a whole.

     2.2  Capitalization.
The  authorized  capital  stock of ANSYS consists  of  50,000,000
shares  of  ANSYS Common Stock,  16,584,758 shares of which  were
issued  and 15,173,504 shares outstanding on August 4, 2000,  and
2,000,000  shares of preferred stock, par value $.01  per  share,
none   of  which  are  issued  and  outstanding.   All  of   such
outstanding  shares  of  ANSYS  Common  Stock  have   been   duly
authorized and are validly issued, fully paid and nonassessable.

     2.3  Authority Relative to this Agreement.
ANSYS  and Merger Sub each have the corporate power and authority
to  enter into and deliver this Agreement and to carry out  their
respective obligations hereunder.  The execution and delivery  of
this  Agreement  by ANSYS and Merger Sub and the consummation  of
the transactions contemplated hereby have been duly authorized by
their  respective  Boards of Directors  and  no  other  corporate
proceedings  on  their  part  are  necessary  to  authorize  this
Agreement.   This Agreement is a valid and binding obligation  of
ANSYS and Merger Sub enforceable against them in accordance  with
their   respective  terms,  except  as  limited   by   applicable
bankruptcy, insolvency, reorganization, moratorium or other  laws
of  general  application relating to or affecting enforcement  of
creditor's  rights  and  by  rules  of  law  governing   specific
performance, injunctive relief or other equitable remedies.

     2.4  Shares of ANSYS Common Stock.
The  shares of ANSYS Common Stock to be issued pursuant  to  this
Agreement  have been reserved for such issuance and, when  issued
and  delivered in accordance with this Agreement will be duly and
validly authorized and issued, fully paid and nonassessable.

     2.5  SEC Documents; Financial Statements.
(a)   ANSYS has furnished to PMAC and the Stockholders  true  and
complete  copies of (i) its Annual Report on Form  10-K  for  the
year  ended  December  31, 1999 and (ii) each  of  its  Quarterly
Reports  on Form 10-Q for the quarters ended March 31,  2000  and
June  30, 2000 (collectively. the "ANSYS SEC Documents").  As  of
their  respective filing dates, the ANSYS SEC Documents  complied
in  all material respects with the requirements of the Securities
Exchange  Act of 1934, as amended (the "Exchange Act"), and  none
of  the ANSYS SEC Documents contained any untrue statement  of  a
material fact or omitted to state a material fact required to  be
stated therein or necessary in order to make the statements  made
therein, in light of the circumstances under which they  were  or
will be made, not misleading.

          (b)   Each  of  the  consolidated financial  statements
(including,  in  each case, any related notes) contained  in  the
ANSYS  SEC Documents complied as to form in all material respects
with  the  applicable  published rules  and  regulations  of  the
Securities and Exchange Commission ("SEC") with respect  thereto,
was  prepared  in  accordance with generally accepted  accounting
principles  applied on a consistent basis throughout the  periods
involved  (except  as  may be indicated  in  the  notes  to  such
financial statements or, in the case of unaudited statements,  as
permitted  by Form 10-Q of the SEC) and fairly presented  in  all
material  respects the consolidated financial position  of  ANSYS
and   its  Subsidiaries  as  at  the  respective  dates  and  the
consolidated  results of its operations and cash  flows  for  the
periods indicated.

     2.6  Absence of Certain Changes.
Since  June 30, 2000, there has not been any change in the nature
of  the  business,  results of operations,  financial  condition,
method  of  accounting  or  accounting  practices  or  manner  of
conducting  the  business of ANSYS, other  than  changes  in  the
ordinary  course  of  business, none of which  has  had,  or  may
reasonably  be expected to have, a Material Adverse  Effect  upon
ANSYS.

     2.7  No Conflicts.
Neither the execution and delivery of this Agreement by ANSYS and
Merger Sub, nor the consummation of the transactions contemplated
hereby,  nor compliance by ANSYS or Merger Sub with  any  of  the
provisions hereof will (i) violate, or conflict with,  or  result
in  a breach of any provisions of, or constitute a default (or an
event which with notice or lapse of time or both would constitute
a  default) under, or result in the termination of, or accelerate
the  performance required by, or result in a right of termination
or  acceleration or result in the creation of any lien,  security
interest,  charge  or encumbrance upon any of the  properties  or
assets  of ANSYS or Merger Sub under any of the terms, conditions
or provisions of, (x) the Certificate of Incorporation or By-laws
of  ANSYS  or  Merger  Sub  or  (y)  any  note,  bond,  mortgage,
indenture,  deed  of  trust, license, lease, agreement  or  other
instrument or obligation to which ANSYS or Merger Sub is a  party
or  by  which ANSYS or Merger Sub may be bound or by which either
of  them is, or any of their properties or assets may be,  except
for  such  violations, conflicts, breaches, defaults, etc.  which
would  not, in the aggregate, have a Material Adverse  Effect  on
ANSYS  and its subsidiaries taken as a whole, or (ii) subject  to
compliance  with  the  statutes and regulations  referred  to  in
Section   2.8,   violate  any  judgment,  ruling,  order,   writ,
injunction,  decree,  statute, rule or regulation  applicable  to
ANSYS  or  Merger  Sub or any of their respective  properties  or
assets.

     2.8  Governmental Consents.
No consent, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative  agency  or
commission or other governmental authority or instrumentality  (a
"Governmental Entity") is required by or with respect to ANSYS or
Merger Sub in connection with the execution and delivery of  this
Agreement by ANSYS or Merger Sub or the consummation by ANSYS  or
Merger  Sub  of the transactions contemplated hereby or  thereby,
except  for (i)  the filing of such reports under Section  13  of
the  Exchange  Act  as  may be required in connection  with  this
Agreement  and  the transactions contemplated  hereby,  (ii)  the
filing of the Merger Agreement and related officers' certificates
pursuant  to the DGCL and appropriate documents with the relevant
authorities  of other states in which Merger Sub is qualified  to
do    business,   (iii)   such   consents,   approvals,   orders,
authorizations, registrations, declarations and filings as may be
required under applicable state securities laws and the  laws  of
any  foreign  country  and (iv) such other  consents,  approvals,
orders,  authorizations, registrations declarations  and  filings
which  if not obtained or made would not have a Material  Adverse
Effect on ANSYS and its subsidiaries taken as a whole.

     2.9  Litigation.
There is no litigation, suit, action or proceeding pending or, to
the  Knowledge of ANSYS, threatened against ANSYS,  as  to  which
there is a reasonable likelihood of an adverse determination  and
which,  if adversely determined, individually or in the aggregate
with  all  such other litigation, suits, actions or  proceedings,
would adversely effect ANSYS's ability to perform its obligations
under this Agreement.

     2.10 No Brokers.
ANSYS   has  not  entered  into  any  contract,  arrangement   or
understanding  with any person or firm which may  result  in  the
obligation of ANSYS or any of PMAC, the PMAC Subsidiaries or  the
Stockholders  to  pay  any finder's fees,  brokerage  or  agent's
commissions  or  other  like  payments  in  connection  with  the
negotiations  leading  to  this Agreement  and  the  transactions
contemplated hereby.  ANSYS is not aware of any claim for payment
of  any finder's fees, brokerage or agent's commissions or  other
like  payments  in  connection with the negotiations  leading  to
Agreement and the transactions contemplated hereby.

3.   REPRESENTATIONS AND WARRANTIES OF PMAC, THE CLASS A
        STOCKHOLDERS, MR. SHAH, MR. WULF AND MR. STEBERL

     For  purposes of the representations and warranties of  PMAC
and  the  Stockholders  contained herein, the  inclusion  of  any
information  in  any  section  of the  PMAC  Disclosure  Schedule
attached  hereto (the "PMAC Disclosure Schedule")  shall  not  be
deemed to be an admission or evidence of the materiality of  such
item,   nor   shall  it  establish  a  standard  of   materiality
inconsistent  with  that  provided  for  by  the  terms  of  this
Agreement.  PMAC, the Class A Stockholders, Mr. Vijay  Shah,  Mr.
Wulf  and  Mr. Steberl represent and warrant to ANSYS and  Merger
Sub as follows:

     3.1  Existence; Good Standing; Authority; Compliance With Law.

          (a)   PMAC  is  a  corporation duly organized,  validly
existing  and  in good standing under the laws of  the  State  of
California.   Except as set forth in Section 3.1(a) of  the  PMAC
Disclosure  Schedule provided to ANSYS, PMAC is duly licensed  or
qualified to do business as a foreign corporation and is in  good
standing  under the laws of any other state of the United  States
in  which the character of the properties owned or leased  by  it
therein  or  in which the transaction of its business makes  such
qualification  necessary[, except where  the  failure  to  be  so
licensed or qualified would not reasonably be expected to have  a
Material Adverse Effect on PMAC or any PMAC Subsidiary.  PMAC has
all  requisite  corporate power and authority  to  own,  operate,
lease  and  encumber its properties and carry on its business  as
now  conducted.  Other than the Stockholders Agreement, dated  as
of April 30, 1997, among PMAC and certain Stockholders (the "PMAC
Stockholders Agreement"), a true and complete copy of  which  has
been  provided  to ANSYS, and the Amended and Restated  Corporate
Buy-Sell  Agreement,  effective January  31,  1996,  among  PMAC,
Michael Hohmeyer, Christine Schoefer, Wayne Christopher and  Mary
Jo  Hamilton  (the  "Buy-Sell Agreement") and the  other  parties
subsequently  made  party thereto, a true and  complete  copy  of
which  has  been  provided  to ANSYS, there  is  no  shareholders
agreement among or between any of the Stockholders.

          (b)    Each   of  the  PMAC  subsidiaries   listed   in
Section  3.1(b)  of  the  PMAC  Disclosure  Schedule  (the  "PMAC
Subsidiaries") is a corporation, partnership or limited liability
company  (or similar entity or association in the case  of  those
PMAC  Subsidiaries organized and existing other  than  under  the
laws  of  a  state  of  the United States) duly  incorporated  or
organized, validly existing and in good standing under  the  laws
of  its  jurisdiction of incorporation or organization,  has  the
corporate or other power and authority to own its properties  and
to  carry  on its business as it is now being conducted,  and  is
duly  qualified  to do business and is in good standing  in  each
jurisdiction  in  which  the ownership of  its  property  or  the
conduct of its business requires such qualification, except where
the  failure to be so licensed or qualified would not  reasonably
be expected to have a Material Adverse Effect.

          (c)   Neither PMAC nor any of the PMAC Subsidiaries  is
in violation of any order of any court, governmental authority or
arbitration   board   or  tribunal,  or   any   law,   ordinance,
governmental  rule  or  regulation to  which  PMAC  or  any  PMAC
Subsidiary  or any of their respective properties  or  assets  is
subject.   PMAC  and  the  PMAC Subsidiaries  have  obtained  all
licenses,  permits and other authorizations and  have  taken  all
actions required by applicable law or governmental regulations in
connection with their businesses as now conducted.

          (d)   True  and  complete copies  of  the  articles  of
incorporation and by-laws, each as amended, of PMAC are  included
in  Section  3.1(d)  of the PMAC Disclosure Schedule.   True  and
complete  copies of the charter documents, bylaws, organizational
documents,  partnership  agreements,  limited  liability  company
agreements,  joint  venture agreements and  comparable  governing
documents (and in each such case, all amendments thereto) of each
of  the  PMAC Subsidiaries are included in Section 3.1(d) of  the
PMAC Disclosure Schedule.

     3.2  Authorization, Validity and Effect of Agreements.
PMAC  has  the  corporate power and authority to enter  into  and
deliver  this Agreement and the Merger Agreement and, subject  to
requisite  approval  of this Agreement by  the  Stockholders,  to
carry   out  its  obligations  hereunder  and  thereunder.    The
execution and delivery of this Agreement and the Merger Agreement
and  the  consummation of the transactions contemplated hereunder
and  thereunder have been duly authorized by its  PMAC  Board  of
Directors  and,  except for the approval of the Stockholders,  no
other corporate proceedings on the part of PMAC are necessary  to
authorize   this  Agreement  and  the  transactions  contemplated
hereby.  This Agreement is a valid and binding obligation of PMAC
enforceable against PMAC in accordance with its terms, except  as
limited  by  applicable  bankruptcy, insolvency,  reorganization,
moratorium  or other laws of general application relating  to  or
affecting  enforcement of creditor's rights and by rules  of  law
governing  specific  performance,  injunctive  relief  or   other
equitable remedies.

     3.3  Capitalization.
The authorized capital stock of PMAC consists of 1,000,000 shares
of  Class  A Common Stock, 1,000,000 shares of Class B Non-Voting
Common  Stock  and 1,000,000 shares of Class C Non-Voting  Common
Stock, each without par value.  The aggregate number of shares of
PMAC Common Stock set forth in Section 1.9 of the PMAC Disclosure
Schedule  are  the  only shares of PMAC Common Stock  issued  and
outstanding.   No shares of PMAC Common Stock have been  reserved
for issuance for any purpose.  No shares of PMAC Common Stock are
held  in  the  treasury of PMAC.  All such issued and outstanding
shares  of PMAC Common Stock are duly authorized, validly issued,
fully  paid,  nonassessable and free of preemptive rights.   PMAC
has  no outstanding bonds, debentures, notes or other obligations
the  holders  of  which  have the right to  vote  (or  which  are
convertible into or exercisable for securities having  the  right
to  vote) with the stockholders of PMAC on any matter.  There are
no   options,   warrants,   calls,   subscriptions,   convertible
securities,  or  other  rights, agreements or  commitments  which
obligate  PMAC to issue, transfer or sell any shares  of  capital
stock  of  PMAC.  Except as set forth in Section 3.3 of the  PMAC
Disclosure Schedule, there are no agreements or understandings to
which PMAC or any PMAC Subsidiary is a party with respect to  the
voting  of any shares of PMAC Common Stock or which restrict  the
transfer of any such shares, nor does PMAC have Knowledge of  any
third  party  agreements or understandings with  respect  to  the
voting  of any such shares or which restrict the transfer of  any
such  shares.   Except as set forth in Section 3.3  of  the  PMAC
Disclosure   Schedule,  there  are  no  outstanding   contractual
obligations of PMAC or any PMAC Subsidiary to repurchase,  redeem
or otherwise acquire any shares of PMAC Common Stock, partnership
interests or any other securities of PMAC or any PMAC Subsidiary.
Except  as  set  forth  in  Section 3.3 of  the  PMAC  Disclosure
Schedule,  neither  PMAC  nor any PMAC Subsidiary  is  under  any
obligation,  contingent or otherwise, by reason of any  agreement
to  register  the  offer  and sale or  resale  of  any  of  their
securities under the Securities Act.

     3.4  Subsidiaries.
Except  as  set  forth  in  Section 3.4 of  the  PMAC  Disclosure
Schedule,   PMAC  owns  directly  or  indirectly  each   of   the
outstanding  shares of capital stock or other equity interest  of
each of the PMAC Subsidiaries.  Each of the outstanding shares of
capital  stock of each of the PMAC Subsidiaries having  corporate
form   is  duly  authorized,  validly  issued,  fully  paid   and
nonassessable.  Except as set forth in Section 3.4  of  the  PMAC
Disclosure  Schedule, each of the outstanding shares  of  capital
stock  or  other equity interest of each of the PMAC Subsidiaries
is  owned, directly or indirectly, by PMAC free and clear of  all
liens, pledges, security interests, claims or other encumbrances.
The following information for each PMAC Subsidiary as of the date
of  this  Agreement  is  set forth in Section  3.4  of  the  PMAC
Disclosure   Schedule:   (i)  its  name   and   jurisdiction   of
incorporation or organization; (ii) its authorized capital stock,
share capital or other equity interest, to the extent applicable;
and  (iii) the name of each stockholder or equity interest holder
and the number of issued and outstanding shares of capital stock,
share capital or other equity interest held by it.

     3.5  Other Interests.
Except  as  set  forth  in  Section 3.5 of  the  PMAC  Disclosure
Schedule,  neither PMAC nor any PMAC Subsidiary owns directly  or
indirectly any interest or investment (whether equity or debt) in
any  corporation, partnership, limited liability  company,  joint
venture,  business, trust or other entity (other than investments
in short-term investment securities).

     3.6  No Conflicts.
Except  as  set  forth  in  Section 3.6 of  the  PMAC  Disclosure
Schedule, neither the execution and delivery of this Agreement by
PMAC,  nor  the  consummation  of the  transactions  contemplated
hereby, nor compliance by PMAC or the PMAC Subsidiaries with  any
of  the  provisions hereof will (i) violate or conflict with,  or
result  in a breach of any provisions of, or constitute a default
(or  an  event which with notice or lapse of time or  both  would
constitute a default) under, or result in the termination of,  or
accelerate the performance required by, or result in a  right  of
termination  or  acceleration, or result in the creation  of  any
lien,  security interest, charge or encumbrance upon any  of  the
properties or assets of PMAC or the PMAC Subsidiaries  under  any
of  the  terms,  conditions  or provisions  of  the  Articles  of
Incorporation or By-laws of PMAC or the PMAC Subsidiaries or  any
note,  bond, mortgage, indenture, deed of trust, license,  lease,
agreement or other instrument or obligation to which PMAC or  the
PMAC  Subsidiaries  is  a  party or by which  PMAC  or  the  PMAC
Subsidiaries  may  be bound or by which it  is,  or  any  of  its
properties  or  assets  may  be,  subject  or  (ii)  subject   to
compliance  with  the  statutes and regulations  referred  to  in
Section   3.7,   violate  any  judgment,  ruling,  order,   writ,
injunction,   decree,   statute,  rule,  permit   or   regulation
(collectively, "Legal Requirements") applicable to  PMAC  or  the
PMAC Subsidiaries or any of its properties or assets.

     3.7  Governmental Consents.
Except  as  set  forth  in  Section 3.7 of  the  PMAC  Disclosure
Schedule,  no  consent, approval, order or authorization  of,  or
registration, declaration or filing with, any Governmental Entity
is  required  by or with respect to PMAC in connection  with  the
execution  and delivery of this Agreement or the Merger Agreement
by  PMAC  or the consummation by PMAC or any Stockholder  of  the
transactions  contemplated  hereby or  thereby,  except  for  the
filing of the Merger Agreement and related officers' certificates
under  the  DGCL  and  appropriate documents  with  the  relevant
authorities  of  other states in which PMAC is  qualified  to  do
business.

     3.8  Litigation.
Except  as  set  forth  in  Section 3.8 of  the  PMAC  Disclosure
Schedule,  there  is  no litigation, suit, action  or  proceeding
pending  or,  to  the  Knowledge of  PMAC  or  the  Stockholders,
threatened  against PMAC or any of the PMAC Subsidiaries,  as  to
which   there   is  a  reasonable  likelihood   of   an   adverse
determination and which, if adversely determined, individually or
in  the  aggregate with all such other litigation, suits, actions
or   proceedings,   would  adversely   effect   PMAC's   or   any
Stockholder's  ability  to  perform its  obligations  under  this
Agreement or the Merger Agreement.

     3.9  Absence of Certain Changes.
Except  as  set  forth  is  Section 3.9 of  the  PMAC  Disclosure
Schedule,  since October 31, 1999, PMAC and the PMAC Subsidiaries
have  conducted their businesses only in the ordinary  course  of
business  and  there has not been:  (i) any declaration,  setting
aside  or payment of any dividend or other distribution,  or  any
repurchase,  with  respect  to  PMAC  Common  Stock;   (ii)   any
commitment,    contractual   obligation    (including,    without
limitation,  any  management or franchise  agreement,  any  lease
(capital  or  otherwise)  or any letter  of  intent),  borrowing,
liability, guaranty, capital expenditure or transaction (each,  a
"Commitment")  entered  into  by  PMAC  or  any   of   the   PMAC
Subsidiaries outside the ordinary course of business  except  for
(A)  Commitments  for  expenses  of  attorneys,  accountants  and
investment bankers incurred in connection with this Agreement  or
(B)  for purposes of paying 1999 and 2000 corporate income taxes;
or (iii) any change in PMAC's accounting principles, practices or
methods except for those changes set forth in Section 3.9 of  the
PMAC Disclosure Schedule which were made at the request of ANSYS.

     3.10 Taxes.

          (a)   Except as set forth in Section 3.10 of  the  PMAC
Disclosure  Schedule, each of PMAC and the PMAC Subsidiaries  (i)
has  filed all Tax Returns (as defined below) it was required  to
file  (after giving effect to any filing extension granted  by  a
Governmental  Entity) and all such Tax Returns are  complete  and
accurate  in all material respects, and (ii) has paid  all  Taxes
(as  defined below) shown on such Tax Returns as required  to  be
paid  by  it.   Except as set forth in Section 3.10 of  the  PMAC
Disclosure Schedule, the most recent audited financial statements
for  the  fiscal year ended October 31, 1999 reflect an  adequate
reserve  for  all Taxes payable by PMAC and the PMAC Subsidiaries
for all taxable periods and portions thereof through the date  of
such  financial statements.  Except as set forth in Section  3.10
of  the  PMAC Disclosure Schedule, no deficiencies for any  Taxes
have  been proposed, asserted or assessed against PMAC or any  of
the PMAC Subsidiaries, and no requests for waivers of the time to
assess  any  such Taxes are pending.  Section 3.10  of  the  PMAC
Disclosure Schedule lists all (A) Tax sharing agreements and  (B)
agreements  for  exemptions with Governmental Entities  to  which
PMAC or any of the PMAC Subsidiaries is a party.

          (b)   For purposes of this Agreement, "Taxes" means all
federal,  state,  local  and  foreign  income,  property,  sales,
franchise,  employment, excise, VAT and other taxes,  tariffs  or
governmental charges of any nature whatsoever, together with  any
interest, penalties or additions to Tax with respect thereto.

          (c)   For  purposes  of this Agreement,  "Tax  Returns"
means  all  reports, returns, declarations, statements  or  other
information  required  to be supplied to a  taxing  authority  in
connection with Taxes.

     3.11 Books, Records and Financial Statements.

          (a)   Set  forth in Section 3.11 of the PMAC Disclosure
Schedule are the unaudited consolidated balance sheet of the PMAC
Group  at October 31, 1999, and unaudited consolidated statements
of  cash flow and income of the PMAC Group for the twelve  months
ending October 31, 1999 (the financial statements referred to  in
this  Section 3.5(a) are hereinafter collectively referred to  as
the "PMAC Financial Statements").

          (b)  Except as set forth in Section 3.11(b) of the PMAC
Disclosure Schedule, the PMAC Financial Statements present fairly
in  all  material respects the financial position and results  of
operations of the PMAC Group as of the dates thereof and for  the
periods then ended.

          (c)   The  books of account and other financial records
of  PMAC and each of the PMAC Subsidiaries are true, complete and
correct  in  all  material  respects,  have  been  maintained  in
accordance  with  good  business practices,  and  are  accurately
reflected in the PMAC Financial Statements.

          (d)   The  minute books and other records of  PMAC  and
each  of the PMAC Subsidiaries have been made available to ANSYS,
and  contain accurate records of (i) all meetings and actions  by
consent  of the stockholders and directors and any committees  of
the Boards of Directors of each of PMAC and the PMAC Subsidiaries
and  (ii) all meetings and actions by consent of the partners  or
managers of each of the PMAC Subsidiaries, as applicable.

     3.12 Properties.

          (a)   Neither  PMAC nor any PMAC Subsidiary  owns,  nor
have  they  at any time in the past owned, any real property.   A
description  of  each real property leased by PMAC  or  any  PMAC
Subsidiary  is  set forth in Section 3.12 of the PMAC  Disclosure
Schedule (the "Leased Real Properties"), together with a  summary
of  all leases under which each such Leased Real Property is held
(the  "Real Property Leases").  A true and correct copy  of  each
Real  Property Lease, as amended, has been provided  by  PMAC  to
ANSYS.   Subject  to  the terms of the respective  Real  Property
Lease, PMAC or the PMAC Subsidiary party thereto, as the case may
be,  has  the  right to quiet enjoyment of each such Leased  Real
Property for the full term, including all renewal rights, of  the
leasehold interest.

          (b)   Except as set forth in Section 3.12 of  the  PMAC
Disclosure  Schedule, PMAC and PMAC Subsidiaries own good  title,
free  and  clear  of all pledges, security interests,  mortgages,
deeds  of  trust,  liens  or  other  encumbrances  (collectively,
"Encumbrances"), to all of the personal property and assets shown
on  PMAC's  balance sheet at October 31, 1999 (the "PMAC  Balance
Sheet") or acquired after October 31, 1999, except for (A) assets
which  have been disposed of to nonaffiliated third parties since
October  31,  1999  in  the  ordinary  course  of  business,  (B)
Encumbrances  reflected in the PMAC Financial  Statements  as  of
October  31,  1999,  (C) Encumbrances or imperfections  of  title
which  are  not,  individually or in the  aggregate,   amount  or
extent and which do not detract from the value or interfere  with
the  present or presently contemplated use of the assets  subject
thereto  or  affected thereby, and (D) Encumbrances  for  current
Taxes  not  yet due and payable.  All of the machinery, equipment
and other tangible personal property and assets owned or used  by
PMAC  and the PMAC Subsidiaries are in good condition and repair,
except for ordinary wear and tear not caused by neglect, and  are
useable in the ordinary course of business.

     3.13 Proprietary Products, Trademarks, Patents and Copyrights and
Other Property Rights.

          (a)   Each of the software products and/or services  of
PMAC   specified  in  Section  3.13(a)  of  the  PMAC  Disclosure
Schedule,  which  constitutes a complete  list  of  the  software
products  and/or services of PMAC and the PMAC Subsidiaries,  are
proprietary  products,  except for the freeware  or  open  source
products  expressly  identified  as  such  thereon.   PMAC   owns
outright  good and merchantable title thereto, free and clear  of
all  liens, encumbrances, security interests and rights of  third
parties.   All  of  its trademark, trade name  and  service  mark
registrations, patents and copyrights are valid and in full force
and  effect.   PMAC  or  any  of the PMAC  Subsidiaries  are  not
infringing  any  trademark or service mark  registration  or  any
trade  name or any patent, copyright or trade secret of any other
person,   firm  or  corporation.   PMAC  or  any  of   the   PMAC
Subsidiaries  has not received any notice of any  claim  of  such
infringement.

          (b)   Section  3.13(b) of the PMAC Disclosure  Schedule
sets  forth each trademark, trade name, service mark, patent  and
copyright owned by PMAC or right relating thereto held  by  PMAC,
together  with  identifying  information  with  regard  to   each
registration   and  pending  registration  application   relating
thereto.

          (c)   To  PMAC's  Knowledge, no person, corporation  or
other  entity  is  infringing  any of  PMAC's  rights  identified
pursuant to or in paragraph (a) or (b) of this Section 3.13.

          (d)    No   employee  of  PMAC  or  any  of  the   PMAC
Subsidiaries  is  in  violation of any  term  of  any  employment
contract,  patent disclosure agreement or any other  contract  or
agreement relating to the relationship of any such employee  with
PMAC  or  any of the PMAC Subsidiaries or any other party because
of  the  nature of the business conducted or to be  conducted  by
PMAC or any of the PMAC Subsidiaries.

          (e)   Each person presently employed by PMAC or any  of
the PMAC Subsidiaries with access to confidential information has
executed  a proprietary information agreement pursuant  to  which
such  person  (i)  acknowledges  that  such  information  is  the
property  of PMAC or any of the PMAC Subsidiaries and agrees  not
to  disclose or use any such information other than in connection
with   his/her  employment  with  PMAC  or  any   of   the   PMAC
Subsidiaries, and (ii) agrees not to compete with PMAC or any  of
the  PMAC Subsidiaries while employed by PMAC or any of the  PMAC
Subsidiaries.  Such proprietary information agreements constitute
valid  and  binding  obligations of  PMAC  or  any  of  the  PMAC
Subsidiaries  and  such persons, enforceable in  accordance  with
their respective terms.

          (f)   Neither PMAC nor any of the PMAC Subsidiaries has
at  any  time disclosed, published, disseminated, made available,
granted  any rights in the use of, or otherwise distributed,  any
of  its products or any part thereof to any person, except in the
normal  course of the business of PMAC and the PMAC  Subsidiaries
and pursuant to confidentiality agreements.

          (g)   PMAC and the PMAC Subsidiaries have at all  times
in  connection with its licensing and other use of  its  products
required  all licensees and other persons (including distribution
customers) who may from time to time have a right of access to or
use  of  its products to execute agreements by which such persons
agree  to  keep  all  proprietary  information  relating  to  the
products confidential.

          (h)   PMAC or any of the PMAC Subsidiaries has  at  all
times  placed proprietary warnings and copyright notices  on  its
products and all documentation relating thereto and all revisions
thereof,  and on all packaging in which any product is  delivered
to  any  licensee or any other person, to the extent required  by
all applicable laws to fully protect and preserve its proprietary
and  property rights in all of the intellectual property embodied
in the products.

          (i)   Each of the software products and/or services  of
PMAC  identified  in  Section  3.13(a)  of  the  PMAC  Disclosure
Schedule  perform  all  of the corresponding  material  functions
described in Section 3.13(i) of the PMAC Disclosure Schedule.

     3.14 Environmental Matters.
PMAC  and  the  PMAC  Subsidiaries are  in  compliance  with  all
Environmental  Laws  (as  defined  below).   As  used   in   this
Agreement, "Environmental Laws" shall mean all federal, state and
local  laws,  rules, regulations, ordinances  and  orders  as  in
effect  now or at any point on or prior to the Closing Date  that
purport to regulate the release of hazardous substances or  other
materials  into the environment, or impose requirements  relating
to   environmental  protection.   As  used  in  this   Agreement,
"Hazardous  Materials" means any "hazardous waste" as defined  in
either  the United States Resource Conservation and Recovery  Act
or  regulations  adopted  pursuant to said  act,  any  "hazardous
substances"  or "hazardous materials" as defined  in  the  United
States  Comprehensive  Environmental Response,  Compensation  and
Liability  Act and, to the extent not included in the  foregoing,
any  medical  waste,  oil  or fractions  thereof,  pollutants  or
contaminants.  Except as set forth in Section 3.14  of  the  PMAC
Disclosure  Schedule,  there  is no  administrative  or  judicial
enforcement  proceeding  pending, or to  the  Knowledge  of  PMAC
threatened,  against  PMAC  or  any  PMAC  Subsidiary  under  any
Environmental Law.  Except as set forth in Section  3.14  of  the
PMAC  Disclosure  Schedule, neither PMAC nor any PMAC  Subsidiary
or,  to  the Knowledge of PMAC, any legal predecessor of PMAC  or
any  PMAC Subsidiary, has received any written notice that it  is
potentially responsible under any Environmental Law for  response
costs  or  natural resource damages, as those terms  are  defined
under  the  Environmental Laws, at any location and neither  PMAC
nor  any  PMAC  Subsidiary has transported  or  disposed  of,  or
allowed  or arranged for any third party to transport or  dispose
of,  any  waste  containing Hazardous Materials at  any  location
included  on the National Priorities List, as defined  under  the
Comprehensive Environmental Response, Compensation, and Liability
Act,  or any location proposed for inclusion on that list  or  at
any location on any analogous state list.  Except as set forth in
Section  3.14 of the PMAC Disclosure Schedule, (i)  PMAC  has  no
Knowledge of any release on the real property owned or leased  by
PMAC  or  any PMAC Subsidiary or predecessor entity of  Hazardous
Materials in a manner that could result in an order to perform  a
response  action or in material liability under the Environmental
Laws,  and (ii) to PMAC's Knowledge, there is no hazardous  waste
treatment,  storage  or  disposal facility,  underground  storage
tank,  landfill, surface impoundment, underground injection well,
friable  asbestos or PCB's, as those terms are defined under  the
Environmental Laws, located at any of the real property owned  or
leased  by  PMAC or any PMAC Subsidiary or predecessor entity  or
facilities utilized by PMAC or the PMAC Subsidiaries.

     3.15 Employee Benefit Plans.

          (a)   Section 3.15 of the PMAC Disclosure Schedule sets
forth a list of every Benefit Plan (as hereinafter defined)  that
is maintained by PMAC or an Affiliate (as hereinafter defined) on
the  date hereof (each a "PMAC Benefit Plan").  Each PMAC Benefit
Plan will not require any consent as a result of the consummation
of  the  transactions contemplated by this Agreement or any other
change of control of PMAC or any PMAC Subsidiary.

          (b)  Each PMAC Benefit Plan which has been intended  to
qualify  under  Section 401(a) of the Internal  Revenue  Code  of
1986,   as   amended  (the  "Code"),  has  received  a  favorable
determination  or  approval  letter  from  the  Internal  Revenue
Service  ("IRS") regarding its qualification under  such  section
and,  to the Knowledge of  PMAC and its Affiliates, no such  PMAC
Benefit  Plan has been maintained in a manner that would preclude
qualified status.

          (c)   With respect to any PMAC Benefit Plan, there  has
been  no (i) "prohibited transaction," as defined in Section  406
of  the  Employee  Retirement Income Security  Act  of  1974,  as
amended  ("ERISA"), or Code Section 4975, for which an  exemption
is  not available or (ii) failure to comply with any provision of
ERISA,  other applicable law, or any agreement, which, in  either
case,   would   subject  PMAC  or  any  Affiliate  to   liability
(including,   without  limitation,  through  any  obligation   of
indemnification or contribution) for any damages,  penalties,  or
taxes,  or  any other material loss or expense. No litigation  or
governmental  administrative  proceeding  (or  investigation)  or
other proceeding (other than those relating to routine claims for
benefits)  is  pending or, to PMAC's Knowledge,  threatened  with
respect to any such PMAC Benefit Plan.

          (d)   Neither  PMAC nor any Affiliate has incurred  any
liability under Title IV of ERISA which has not been paid in full
as of the date of this Agreement.  There has been no "accumulated
funding deficiency" (whether or not waived) with respect  to  any
employee pension benefit plan maintained by PMAC or any Affiliate
and  subject  to  Code Section 412 or ERISA  Section  302.   With
respect  to  any  PMAC Benefit Plan maintained  by  PMAC  or  any
Affiliate  and subject to Title IV of ERISA, there  has  been  no
(other than as a result of the transactions contemplated by  this
Agreement)  (i) "reportable event," within the meaning  of  ERISA
Section 4043 or the regulations thereunder, for which the  notice
requirement is not waived by the regulations thereunder, and (ii)
event  or  condition which presents a material  risk  of  a  plan
termination  or  any  other event that  may  cause  PMAC  or  any
Affiliate to incur liability or have a lien imposed on its assets
under Title IV of ERISA.  Except as set forth in Section 3.15  of
the  PMAC Disclosure Schedule, neither PMAC nor any Affiliate has
ever maintained a Multiemployer Plan (as hereinafter defined).

          (e)   With  respect to each PMAC Benefit Plan, complete
and  correct copies of the following documents (if applicable  to
such  PMAC Benefit Plan) have previously been delivered  or  made
available  to  ANSYS:  (i) all documents embodying  or  governing
such  PMAC  Benefit Plan, and any funding medium  for  such  PMAC
Benefit Plan (including, without limitation, trust agreements) as
they  may  have  been amended to the date hereof; (ii)  the  most
recent IRS determination or approval letter with respect to  such
PMAC Benefit Plan under Code Section 401(a), and any applications
for  determination or approval subsequently filed with  the  IRS;
(iii)  the most recently filed IRS Form 5500, with all applicable
schedules  and accountants' opinions attached thereto;  and  (iv)
the  current summary plan description for such PMAC Benefit  Plan
(or  other  descriptions of such PMAC Benefit  Plan  provided  to
employees) and all modifications thereto.

          (f)    For  purposes  of  this  Section  3.15  of  this
Agreement:

               (i)   "Benefit  Plan" means (A) all  employee
     benefit plans within the meaning of ERISA Section  3(3)
     maintained by an entity or any Affiliate of such entity
     and  (B)  all  stock  option plans and  stock  purchase
     plans;

               (ii) An entity "maintains" a Benefit Plan  if
     such  entity  sponsors,  contributes  to,  or  provides
     benefits under or through such Benefit Plan, or has any
     obligation  (by agreement or under applicable  law)  to
     contribute to or provide benefits under or through such
     Benefit Plan, or if such Benefit Plan provides benefits
     to  or  otherwise covers employees of such  entity  (or
     their spouses, dependents, or beneficiaries);

               (iii)      An  entity  is an  "Affiliate"  of
     another entity if it would have ever been considered  a
     single  employer  with such other  entity  under  ERISA
     Section 4001(b) or part of the same "controlled  group"
     as  such  other  entity for purposes of  ERISA  Section
     302(d)(8)(C); and

               (iv)  "Multiemployer Plan" means an  employee
     pension or welfare benefit plan to which more than  one
     unaffiliated   employer  contributes   and   which   is
     maintained   pursuant  to  one   or   more   collective
     bargaining agreements.

     3.16 Labor Matters.
Except  as  set  forth  in Section 3.16 of  the  PMAC  Disclosure
Schedule, neither PMAC nor any PMAC Subsidiary is a party to,  or
bound  by, any collective bargaining agreement, contract or other
agreement  or  understanding with a labor union  or  labor  union
organization.   There  is  no  unfair  labor  practice  or  labor
arbitration  proceeding  pending or, to the  Knowledge  of  PMAC,
threatened against PMAC or any of the PMAC Subsidiaries  relating
to  their  business.   There are no organizational  efforts  with
respect  to  the  formation  of  a  collective  bargaining   unit
presently  being  made or, to the Knowledge of  PMAC,  threatened
involving employees of PMAC or any of the PMAC Subsidiaries.

     3.17 Certain Agreements.
Except  as  set  forth  in Section 3.17 of  the  PMAC  Disclosure
Schedule, neither PMAC nor any PMAC Subsidiary is a party to  any
(i)  agreement  with any executive officer or other  employee  of
PMAC  or  any  PMAC  Subsidiary (A) any  benefits  of  which  are
contingent,  or  the terms of which would be materially  altered,
upon  the occurrence of a transaction involving PMAC or any  PMAC
Subsidiary  of the nature of any of the transactions contemplated
by  this  Agreement,  (B) providing any  term  of  employment  or
compensation guarantee extending for a period longer than 30 days
which is not terminable by PMAC or any PMAC Subsidiary on 30 days
or  less  notice,  or (C) providing severance benefits  or  other
benefits  which  are  conditioned  upon  the  occurrence   of   a
transaction involving PMAC or any PMAC Subsidiary of  the  nature
of  any of the transactions contemplated by this Agreement or any
other  change  of  control of PMAC or any  PMAC  Subsidiary  that
precedes   the   termination  of  employment  of  such   employee
regardless  of  the reason for such termination of employment  or
(ii)  agreement or plan, including without limitation, any  stock
option  plan,  stock appreciation right plan  or  stock  purchase
plan,  any  of the benefits of which will be  increased,  or  the
vesting  of  benefits  under which will be  accelerated,  by  the
occurrence  of  any  of  the transactions  contemplated  by  this
Agreement  or the value of any of the benefits of which  will  be
calculated  on the basis of any of the transactions  contemplated
by this Agreement.

     3.18 Major Contracts.
(a)   Except  as set forth in Section 3.17 or 3.18  of  the  PMAC
Disclosure  Schedule, neither PMAC nor any PMAC Subsidiary  is  a
party to, subject to, or the beneficiary of, any:

          (i)  Collective  bargaining contract or any  employment
contract   or  arrangement  providing  for  future  compensation,
written  or  oral,  with  any officer,  consultant,  director  or
employee which is not terminable by it on 30 days, or less notice
without  penalty or obligation to make payments related  to  such
termination;

          (ii)Joint venture contract or arrangement or any  other
agreement which involves a sharing of profits with other persons;

          (iii)     Instrument evidencing or related in  any  way
to indebtedness for borrowed money by way of direct loan, sale of
debt  securities,  purchase money obligation,  conditional  sale,
guarantee or otherwise, except for trade indebtedness incurred in
the ordinary course of business;

          (iv)License  agreement, either as licensor or  licensee
(excluding  non-exclusive software licenses granted to  customers
or  end-users  in  the ordinary course of its business  utilizing
PMAC  or any PMAC Subsidiaries standard form of license agreement
without material modification);

          (v)  Contract containing covenants purporting to  limit
PMAC  or any PMAC Subsidiaries freedom to compete in any line  of
business or in any geographic area;

          (vi)Service  contract (excluding maintenance  contracts
entered  into  with  customers in  the  ordinary  course  of  its
business utilizing PMAC or any PMAC Subsidiaries standard form of
maintenance agreement without material modification);

          (vii)       Agency,   distributorship   or    marketing
agreement;

          (viii)   Invention assignment agreement; or

          (ix)Confidentiality agreement.

     All   agreements,  contracts,  plans,  leases,  instruments,
arrangements, licenses and commitments to which PMAC or any  PMAC
Subsidiary is a party are valid and in full force and effect  and
neither  PMAC or any PMAC Subsidiary nor any other party  thereto
has  breached any material provision of, or is in default in  any
respect  under  the  terms  of,  any  such  agreement,  contract,
instrument, arrangement, license, commitment, plan or lease.

     (b)   Attached  to  Section 3.18(b) of the  PMAC  Disclosure
Schedule  is  a  true  and complete copy of the  incentive  bonus
agreement  (the "Incentive Bonus Agreement") between Mr.  Steberl
and PMAC providing, among the other terms set forth therein,  for
the  payment  by Swiss Sub (as defined in Section  6.19)  to  Mr.
Steberl  of  the  an incentive bonus obligation in  an  aggregate
amount equal to $1,125,000.00 (the "Steberl Bonus").

     3.19 Absence of Undisclosed Liabilities.
PMAC  has  no liability or obligation, whether accrued, absolute,
contingent  or otherwise except (i) current liabilities  incurred
in the ordinary course of business subsequent to October 31, 1999
in  amounts usual and normal for PMAC, both individually  and  in
the  aggregate, (ii) liabilities and obligations as  and  to  the
extent  reflected in the PMAC Financial Statements,  (iii)  those
liabilities and obligations set forth in Section 3.19 of the PMAC
Disclosure Schedule (such schedule to include all asserted claims
and  assessments not reflected in the PMAC Financial Statements),
and  (iv)  any  liabilities and obligations (other than  asserted
claims and assessments) that would not be required under GAAP  to
be  disclosed on financial statements of the PMAC Group (and  the
footnotes thereto).

     3.20 Receivables.
All  receivables of PMAC shown on the balance sheet  of  PMAC  at
January  31,  2000  and  as of the date of  any  subsequent  PMAC
balance sheet delivered to ANSYS arose in the ordinary course  of
business.   The  aggregate amount thereof, less the  reserve  for
doubtful  accounts  with respect thereto,  are  current  and,  to
PMAC's   Knowledge,  collectible  and  are  carried   at   values
determined  in  accordance  with  generally  accepted  accounting
principles consistently applied.  Adequate reserves for  doubtful
accounts  have  been established on the books  of  PMAC  and  are
reflected on the balance sheet of PMAC at January 31, 2000 and as
of  the  date  of any subsequent PMAC balance sheet delivered  to
ANSYS.   None of the receivables of PMAC is subject to any stated
claim of offset, recoupment, setoff or counterclaim and PMAC  has
no  Knowledge of any facts or circumstances that would give  rise
to  any  such  claim.   No receivables are  contingent  upon  the
performance by PMAC of any obligation or contract.  No person has
any  lien  on  any  of  such receivables  and  no  agreement  for
deduction or discount has been made with respect to any  of  such
receivables.

     3.21 Governmental Authorizations and Regulations.
All   licenses,   franchises,  permits  and  other   governmental
authorizations  held  by  PMAC or any PMAC  Subsidiary  that  are
necessary  for  the  operation of  its  business  are  valid  and
sufficient  for all business presently carried  on  by  it.   The
business of PMAC or any PMAC Subsidiary is not being conducted in
violation of any law, ordinance or regulation of any Governmental
Entity,  except  for violations which either  singly  or  in  the
aggregate do not and will not have a Material Adverse Effect.

     3.22 Insider Transactions.
No  director, officer or employee of PMAC or any PMAC  Subsidiary
and  no person related to any of them has any interest in (i) any
equipment  or  other  property, real  or  personal,  tangible  or
intangible,   including,   without  limitation,   any   item   of
intellectual  property, used in connection with or pertaining  to
the  business  of  PMAC  or  any PMAC  Subsidiary,  or  (ii)  any
creditor,     supplier,     customer,    manufacturer,     agent,
representative, or distributor of products of PMAC  or  any  PMAC
Subsidiary.

     3.23 No Brokers.
Neither  PMAC nor any of PMAC Subsidiaries has entered  into  any
contract,  arrangement or understanding with any person  or  firm
which may result in the obligation of such entity or ANSYS to pay
any finder's fees, brokerage or agent's commissions or other like
payments  in  connection with the negotiations  leading  to  this
Agreement and the transactions contemplated hereby.  PMAC is  not
aware of any claim for payment of any finder's fees, brokerage or
agent's commissions or other like payments in connection with the
negotiations   leading   to  Agreement   and   the   transactions
contemplated hereby.

     3.24 Insurance.
PMAC  and the PMAC Subsidiaries are covered by insurance policies
in  the scope and amount set forth beside each on Section 3.24 of
the  PMAC  Disclosure Schedule.  Except as disclosed  in  Section
3.24  of  the PMAC Disclosure Schedule, each insurance policy  to
which PMAC or any of the PMAC Subsidiaries is a party is in  full
force and effect and will not require any consent as a result  of
the consummation of this Agreement or any other change of control
of PMAC or any PMAC Subsidiary.  Neither PMAC nor any of the PMAC
Subsidiaries  is  in material breach or default  (including  with
respect  to  the  payment of premiums or the giving  of  notices)
under  any insurance policy to which it is a party, and no  event
has  occurred  which,  with notice or the lapse  of  time,  would
constitute such a material breach or default by PMAC  or  any  of
the  PMAC  Subsidiaries or would permit termination, modification
or  acceleration, under such policies; and PMAC has not  received
any  notice  from the insurer disclaiming coverage  or  reserving
rights  with respect to any material claim or any such policy  in
general.

     3.25 Payments.
PMAC  and  the  PMAC Subsidiaries have not paid or delivered  any
fee, commission or other sum of money or item or property to  any
finder, agent, government official or other party, in the  United
States or any other country, which is related to the business  or
operations of PMAC and PMAC Subsidiaries, which PMAC and the PMAC
Subsidiaries knows or has reason to believe to have been  illegal
under  any  federal, state or local laws of the United States  or
any  other  country having jurisdiction; and PMAC  and  the  PMAC
Subsidiaries  have  not participated in any illegal  boycotts  or
other  similar practices affecting any of its actual or potential
customers.  PMAC and the PMAC Subsidiaries are in compliance with
the Foreign Corrupt Practices Act.

     3.26 Full Disclosure.
No  statement  by  PMAC  or  any Stockholder  contained  in  this
Agreement, the PMAC Disclosure Schedule or any written  statement
or  certificate  furnished or required to be furnished  to  ANSYS
pursuant hereto contains or will contain any untrue statement  of
a  material  fact or omits to state a material fact necessary  in
order  to  make  the statements contained herein or  therein  not
misleading  in light of the circumstances under which  they  were
made.

4.   ADDITIONAL   REPRESENTATIONS   AND   WARRANTIES    OF    THE
     STOCKHOLDERS

     Each Stockholder severally, and not jointly, represents  and
warrants to ANSYS as follows:

     4.1  Power and Authority.

          (a)   This Agreement has been duly and validly executed
and   delivered  by,  and  constitutes  the  valid  and   binding
obligation of, such Stockholder, and is enforceable against  such
Stockholder in accordance with its terms.

          (b)   Such Stockholder is 21 years of age or older  and
has  the  full  power and authority to execute and  deliver  this
Agreement and the other instruments and agreements to be executed
by   such  Stockholder  pursuant  to  the  terms  hereof  and  to
consummate  the transactions contemplated hereby,  all  of  which
have been duly authorized by all necessary action on the part  of
said trustees.

          (c)   No  approval,  consent or  authorization  of  any
person or entity not a party to this Agreement is required  as  a
condition  precedent to the consummation by such  Stockholder  of
the  transactions contemplated by this Agreement and no approval,
consent  or  authorization of or filing with any federal,  state,
local  or foreign governmental body or authority with respect  to
such  Stockholder  is necessary for the execution,  delivery  and
performance of this Agreement by such Stockholder.

     4.2  Ownership of Stock.

          (a)    Such  Stockholder  is  the  lawful  record   and
beneficial  owner of, and has good and marketable title  to,  the
shares  of  PMAC Common Stock and options to acquire PMAC  Common
Stock  listed  in  Section  1.9 of the PMAC  Disclosure  Schedule
opposite  such  person's  name, free  and  clear  of  all  liens,
encumbrances, equities, restrictions and claims of every kind.

          (b)  The shares of PMAC Common Stock set forth opposite
such  Stockholder's  name  in such Section  1.9  and  options  to
acquire   PMAC  Common  Stock  constitute  all  the  issued   and
outstanding  shares  of  capital stock of  PMAC  and  options  to
acquire PMAC Common Stock owned by him, her or it.

          (c)   Except  as set forth in Section 3.3 of  the  PMAC
Disclosure   Schedule,  there  are  no  outstanding   contractual
obligations  or  rights  of  such  Stockholder  to  purchase   or
otherwise  acquire  or to sell or otherwise dispose  of,  whether
from or to PMAC or from or to any other stockholder or otherwise,
any  shares  of  capital stock or other ownership  interests,  or
securities  convertible or exchangeable into or  exercisable  for
shares of capital stock or other ownership interests, of PMAC.

5.   CONDUCT OF BUSINESS OF PMAC PRIOR TO CLOSING

     During  the  period  from the date  of  this  Agreement  and
continuing until Closing, PMAC and the Stockholders agree that:

     5.1  Ordinary Course.
PMAC  shall  carry  on  its business in the  usual,  regular  and
ordinary  course in substantially the same manner  as  heretofore
conducted  and, to the extent consistent with such business,  use
all  reasonable  efforts consistent with its  past  practice  and
policies  to  preserve intact its present business  organization,
keep  available  the  services of its present  officers  and  key
employees   and   preserve  its  relationships  with   customers,
suppliers and others having business dealings with it.

     5.2  Dividends; Changes in Stock.
PMAC shall not, nor shall they propose to, (i) issue or authorize
the  issuance of shares of capital stock, except as a  result  of
the  exercise  of  Mr. Shah's option, (ii)  declare  or  pay  any
dividends  on or make other distributions in respect  of  capital
stock,  (iii) reclassify any capital stock or issue or  authorize
the  issuance of any other securities in respect of  any  capital
stock,  (iv)  repurchase or otherwise acquire any shares  of  its
capital  stock  other  than  the pre-Closing  repurchase  of  Mr.
Akdag's shares of PMAC Common Stock pursuant to the terms hereof,
or (v) make any gift of any assets.

     5.3  Governing Documents.
PMAC  shall  not amend its Articles of Incorporation  or  Bylaws,
except as expressly contemplated by this Agreement.

     5.4  No Solicitation.
None  of  PMAC  or  any  of the Stockholders  shall  directly  or
indirectly  through any officer, director, agent,  representative
(including, without limitation, investment bankers, attorneys and
accountants)  or  otherwise, (i) solicit, initiate  or  encourage
submission of any proposal or offer or any inquiry regarding  any
proposal  or  offer from any person, corporation, partnership  or
other  entity,  or  group  (a "Third  Party"),  relating  to  any
acquisition  or  purchase  of all or a material  portion  of  the
assets  of,  or  any  equity interest in,  PMAC  or  any  merger,
consolidation   or   business  combination   with,   or   similar
transaction   involving,  PMAC,  or  (ii)  participate   in   any
discussions  or negotiations regarding, or furnish to  any  Third
Party any information with respect to, or otherwise cooperate  in
any  way  with,  assist  or  participate  in,  or  facilitate  or
encourage, any effort or attempt by any Third Party to do or seek
to  do any of the foregoing.  PMAC shall promptly notify ANSYS of
any  such  inquiry, proposal or offer, or any  contact  with  any
Third Party with respect thereto, is made, and shall in any  such
notice,  set  forth in reasonable detail the terms  of  any  such
inquiry,  proposal or offer or contact and the  identity  of  the
Third Party.

     5.5  No Acquisitions.
PMAC  shall  not  acquire  or agree  to  acquire  by  merging  or
consolidating with, or by purchasing a substantial portion of the
assets  of,  or  by  any  other  manner,  any  business  or   any
corporation,   partnership,   association   or   other   business
organization or division thereof or otherwise acquire or agree to
acquire  any software product or other assets which are material,
individually or in the aggregate.

     5.6  No Dispositions.
PMAC  shall  not sell, lease or otherwise dispose of any  of  its
software   products   or  other  assets   which   are   material,
individually  or in the aggregate, except in the ordinary  course
of business consistent with its prior practice.

     5.7  Indebtedness.
PMAC  shall not incur any indebtedness for borrowed money  except
in  the  ordinary course of business consistent  with  its  prior
practice,  or guarantee any indebtedness of any Third  Party,  or
issue  or  sell  any  debt  securities  or  guarantee  any   debt
securities of others.

     5.8  Employees.
PMAC shall not make any change in the compensation payable or  to
become  payable to any of its officers or employees  (other  than
increases  in  compensation  called  for  by  the  terms  of  any
outstanding  employment  agreement),  enter  into  or  amend  any
employment  or  consulting agreements, amend the Incentive  Bonus
Agreement, or make any loans to any of its officers, directors or
employees   or   make  any  change  in  its  existing   borrowing
arrangements.

     5.9  Benefit Plans, etc.
PMAC  shall  not  adopt  or  amend in any  material  respect  any
collective  bargaining  agreement or  any  other  agreement  with
employees or benefit plans.

     5.10 Material Claims.
PMAC  shall  not  settle  nor compromise any  material  claim  or
litigation  or,  except  in  the ordinary  and  usual  course  of
business,  modify,  amend  or  terminate  any  of  its   material
contracts  or  waive, release or assign any  material  rights  or
claim.

     5.11 Elections.
PMAC  shall  not  make any tax election or permit  any  insurance
policy  naming it as beneficiary or a loss payable  payee  to  be
canceled  or  terminated without notice to ANSYS, except  in  the
ordinary and usual course of business.

     5.12 Accounting.
PMAC  shall not change its methods of accounting as in effect  at
October  31,  1999,  except as required by changes  in  generally
accepted  accounting principles as concurred  to  in  writing  by
ANSYS'  independent certified public accountants and in any  such
case  shall  promptly provide notice of any such  change  to  the
other party.  PMAC shall not change its fiscal year.

     5.13 Breach.
PMAC shall not take any action that would be reasonably likely to
cause any of the representations and warranties of PMAC set forth
herein to be untrue in any material respect as of any date  after
the date hereof through and including the Effective Time.

6.   ADDITIONAL AGREEMENTS

     6.1  Access to PMAC Information.
PMAC shall afford to ANSYS and to ANSYS' accountants, counsel and
other  representatives reasonable access during  normal  business
hours  during the period prior to the Effective Time  to  all  of
PMAC's properties, books, contracts, commitments and records and,
during  such  period,  PMAC shall furnish promptly to  ANSYS  all
information concerning the business, properties and personnel  of
PMAC  that  ANSYS   may reasonably request.   No  information  or
knowledge obtained in any investigation pursuant to this  Section
shall  affect  or  be  deemed  to modify  any  representation  or
warranty  contained  in  this  Agreement  or  its  exhibits   and
schedules.   All   such   access  shall   be   subject   to   the
confidentiality obligations contained in Section 9.2.

     6.2  Stockholders Approval.

          (a)   PMAC shall call, give notice of, convene and hold
a  meeting  for  the  purpose of voting upon the  Merger  of  all
stockholders  entitled  to  vote  upon  the  Merger   under   the
California Code for the purpose of voting upon the Merger  ("PMAC
Stockholders Meeting").  PMAC shall use all reasonable efforts to
ensure that such meeting shall be held promptly.  PMAC shall also
use  all  reasonable efforts to obtain at the earliest  practical
date  the  unanimous written consent of its stockholders  to  the
Merger   in   the   manner  contemplated  by  the   Articles   of
Incorporation and Bylaws of PMAC and the California Code; in  the
event  that  such consent is obtained prior to the date  of  such
stockholders  meeting,  the  PMAC  Stockholders  Meeting  may  be
cancelled.

          (b)  Each Stockholder entitled to vote shall attend the
PMAC  Stockholders  Meeting and shall vote  all  shares  of  PMAC
Common  Stock  held by him, her or it in favor of this  Agreement
and  the  Merger  or,  if action is taken pursuant  to  unanimous
written consent as provided in Section 6.2(a), shall provide  his
or  her written consent approving this Agreement, and the Merger,
and  shall  not during the term of this Agreement vote  any  such
shares  in  favor of any other merger or business combination  or
sale of assets involving PMAC.  Each Stockholder shall not during
the  term  of  this Agreement transfer any of  his,  her  or  its
respective  shares of PMAC Common Stock to any person  or  entity
other than ANSYS.

     6.3  Reports Under Securities Exchange Act of 1934.
With  a view to making available to the Stockholders the benefits
of  Rule  144 promulgated under the Securities Act of 1933  ("SEC
Rule  144") and any other rule or regulation of the SEC that  may
at  any  time  permit the Stockholders to sell  shares  of  ANSYS
Common  Stock  to the public without registration,  ANSYS  agrees
that it shall:

          (a)   make  and  keep public information available,  as
those  terms are understood and defined in SEC Rule 144,  at  all
times;

          (b)   file with the SEC in a timely manner all  reports
and  other  documents required of ANSYS under  the  Act  and  the
Securities Exchange Act of 1934, as amended;

          (c)  furnish to the Stockholders forthwith upon request
so  long  as  the  Stockholders hold any shares of  ANSYS  Common
Stock, whenever applicable (i) a written statement by ANSYS  that
it  has  complied with its reporting requirements under SEC  Rule
144,  the  1933 Act, and the 1934 Act, (ii) a copy  of  the  most
recent annual or quarterly report of ANSYS and such other reports
and  documents filed by ANSYS with the SEC, and (iii) such  other
information  as  may  be  reasonably requested  in  availing  the
Stockholders of any current rule or regulation of the SEC (or any
future   rule   or   regulation  containing  issuer   information
requirements  comparable to or less burdensome than  current  SEC
Rule  144)  which  permits the selling  of  any  such  securities
without registration; and

          (d)   in  the  event  that  a Stockholder  requests  to
transfer any ANSYS Common Stock in accordance with the provisions
of  SEC  Rule 144, ANSYS will advise its transfer agent that  the
holding  period for such shares, as determined pursuant  to  Rule
144(d),  commenced  on the Closing Date, and, assuming  that  all
other  conditions to SEC Rule 144 are met, that such shares  will
be  transferable by Stockholder pursuant to SEC Rule 144 from and
after one year from such date; and

          (e)   subsequent  to  the Closing, before  ANSYS  shall
consummate any transaction which would cause an extension of  the
time  period  a Stockholder must hold ANSYS Common  Stock  before
selling  in  reliance upon Rule 144 (such as a  merger  in  which
ANSYS  is  not the survivor), ANSYS will offer to repurchase  all
ANSYS  Common  Stock held by the Stockholders for  a  cash  price
equal  to  the  closing price of the ANSYS Common  Stock  on  the
preceding  day  or, in the alternative, shall  ensure  that  such
transaction affords the Stockholders the right to registration of
such securities as they may receive in exchange for the shares of
ANSYS Common Stock received by them pursuant to this Agreement.

Notwithstanding any provision of this Agreement to  the  contrary
but  subject  to  clause  (e) above,  ANSYS  shall  be  under  no
obligation  to  abstain from, or to obtain  the  consent  of  the
Stockholders in respect of, any corporate transaction  of  ANSYS,
including any such transaction which might result in the  removal
from  registration or delisting of ANSYS Common Stock (other than
such  rights of consent and limitations as are provided for under
the DGCL and federal and state securities laws).

     6.4  Legal Conditions to the Merger.
Subject  to the terms and conditions of this Agreement,  each  of
the  parties hereto agrees to use all reasonable efforts to take,
or  cause to be taken, all reasonable action and to do, or  cause
to  be done, all things reasonably necessary, proper or advisable
under  applicable  laws and regulations to  consummate  and  make
effective the transactions contemplated by this Agreement and  to
comply  promptly with all legal requirements which may be imposed
on  such  party  with respect to the Merger, and shall  cooperate
with  and  promptly  furnish information to the  other  party  in
connection  with  any such requirements imposed upon  such  other
party  or  any subsidiary of such other party in connection  with
the  Merger.   Each  party will take all  reasonable  actions  to
obtain  (and to cooperate with the other party in obtaining)  any
consent,  authorization, order or approval of, or  any  exemption
from, any Governmental Entity or other third party required to be
obtained by such party (or by the other party) in connection with
the  Merger  or  the  taking of any action contemplated  by  this
Agreement.   Notwithstanding anything  herein  to  the  contrary,
neither  ANSYS nor PMAC shall be required to take any  action  to
comply  with any legal requirement or agree to the imposition  of
any  order of any Governmental Entity that would (i) prohibit  or
restrict  the  ownership or operation by ANSYS  or  PMAC  of  any
portion  of  the business or assets of ANSYS or PMAC (or  any  of
their respective subsidiaries), (ii) compel ANSYS or PMAC (or any
of  their  respective  subsidiaries) to dispose  of  or  hold  or
separate  any portion of ANSYS' or PMAC's business or assets,  or
(iii)  impose  any  limitation on the ability  of  ANSYS  or  the
Surviving  Corporation or any of their respective  affiliates  or
Subsidiaries  to  own or operate the business and  operations  of
PMAC and the PMAC Subsidiaries.

     6.5  Communications.
Except  as  provided in Section 6.2(a) hereof, between  the  date
hereof  and the Closing Date, neither ANSYS nor PMAC will furnish
any  written communication to its stockholders or to  the  public
generally   if  the  subject  matter  thereof  relates   to   the
transactions  contemplated by this Agreement  without  the  prior
approval  of  the other of them as to the content thereof,  which
approval  shall  not  be  unreasonably withheld,  conditioned  or
delayed;  provided, that the foregoing shall  not  be  deemed  to
prohibit  any disclosure by ANSYS or PMAC after receiving  advice
from  its  counsel  that  such  disclosure  is  required  by  any
applicable law or regulation.

     6.6  Expenses.
Whether  or not the Merger is consummated, all expenses  incurred
in  connection with this Agreement, including brokers and finders
fees,  and the transactions contemplated hereby shall be paid  by
the party incurring such expense.  Notwithstanding the foregoing,
the  accounting and other expenses outlined in Exhibit B attached
hereto shall be paid per Exhibit B.

     6.7  Escrow Agreement.
At  or before Closing, the parties hereto shall cause the Bank of
San  Francisco,  ANSYS  and the Stockholders  Representative  (as
defined  in  Section 1.5), to enter into an Escrow  Agreement  in
substantially the form attached hereto as Exhibit C.

     6.8  Additional Actions.
If  in  any case at any time after the Effective Time any further
action  is  necessary or desirable to carry out the  purposes  of
this  Agreement  or to vest the Surviving Corporation  with  full
title  to  all properties, assets, rights, approvals,  immunities
and  franchises of either PMAC or Merger Sub, the proper officers
and  directors  of  each corporation which is  a  party  to  this
Agreement shall take all such necessary action.

     6.9  Notification of Certain Matters.
Each  party shall give prompt notice to each other party of:  (a)
any  event  or  circumstance with regard to such party  that  has
resulted or may result in any representation or warranty of  such
party  made herein being untrue in any material respect  or  that
may  result in such party being unable to comply with any of  its
covenants  or agreements set forth herein or that may  result  in
the  failure to satisfy any condition specified in Section 7,  or
(b)  any event which, so far as reasonably can be foreseen at the
time  of  its  occurrence, is reasonably likely to  result  in  a
material  adverse  effect on such party.  Each party  shall  give
prompt  notice  to  the  other parties of  any  notice  or  other
communication from any third party alleging that the  consent  of
such  third  party is or may be required in connection  with  the
transactions contemplated by this Agreement.

     6.10 Operating Authority and Reporting Structure.
The  Surviving  Corporation shall be  operated  pursuant  to  the
Budget  Goals  (as  defined in Section 1.5), the  Operating  Plan
attached as Exhibit D, and pursuant to Section 6.13.

     6.11 Restriction on Transfer of ANSYS Common Stock.

          (a)   In addition to and not in limitation of any other
restriction   imposed  by  applicable  law  or  this   Agreement,
Christine  Schoefer covenants and agrees that she will not  sell,
transfer or otherwise dispose of any shares of ANSYS Common Stock
received  by  her pursuant to this Agreement until Eighteen  (18)
months  from  the Closing Date.  She agrees that any certificates
representing shares of ANSYS Common Stock issued pursuant to this
Agreement prior to such date will contain a legend to effect  the
foregoing.

          (b)   In addition to and not in limitation of any other
restriction imposed by applicable law or this Agreement,  Michael
Hohmeyer,  Wayne  Christopher, Mary Jo Hamilton, Michael  Salari,
Masoud  Doroudian, Diane Poirier, Devendra Rajwade, Jan  Soreide,
and  Vijay  Shah  covenant and agree that  they  will  not  sell,
transfer or otherwise dispose of any shares of ANSYS Common Stock
received  by  them pursuant to this Agreement until  Twelve  (12)
months  from the Closing Date. Such Stockholders agree  that  any
certificates  representing shares of ANSYS  Common  Stock  issued
pursuant  to  this Agreement prior to such date  will  contain  a
legend to effect the foregoing.

     6.12 Right of First Refusal.
If  a  Stockholder desires to sell any of his or  her  shares  of
ANSYS  Common Stock acquired pursuant to this Agreement then  the
Stockholder  shall  give  written notice  thereof  to  ANSYS  (by
facsimile,  e-mail  or overnight delivery) whereupon  ANSYS  will
have  the right to purchase such shares at a price equal  to  the
closing  price  of  ANSYS  Common Stock on  the  day  immediately
preceding  the  receipt of such notice by  ANSYS.   At  any  time
within one business day after receipt of such notice ANSYS  shall
have  the  right to accept such offer to sell and shall  indicate
the  number of shares ANSYS is willing to purchase.  The  closing
of the purchase of such shares shall occur within 5 business days
after  the  delivery  of  the  proper  certificate(s)  to  ANSYS,
appropriately endorsed for transfer by such Stockholder.

     6.13 Management of the Surviving Corporation.
The  following  provisions shall govern  the  operations  of  the
Surviving Corporation during the period commencing on the Closing
Date through December 31, 2001 (the "Earn-Out Period").

          (a)   Separate  Subsidiary.   The  parties  agree  that
during  the  Earn-Out Period, the Surviving Corporation  and  the
PMAC  Subsidiaries  will be operated and be managed  as  separate
wholly-owned and direct or indirect subsidiaries of ANSYS.

          (b)    Restricted  Activities.   During  the   Earn-Out
Period,  ANSYS  agrees to conduct the business of  the  Surviving
Corporation and the PMAC Subsidiaries in substantially  the  same
manner as PMAC and the PMAC Subsidiaries' business were conducted
immediately  prior  to  the  Closing.   In  addition,  except  as
provided in Exhibit D and as ANSYS is advised in writing  by  its
outside counsel is required to comply with any Legal Requirement,
ANSYS agrees that it will not cause the Surviving Corporation  or
the  PMAC Subsidiaries to take or acquiesce in the taking any  of
the   following  actions  without  the  prior  consent   of   the
Stockholders'  Representative (as defined herein)  which  consent
may  be  withheld in the Stockholders' Representative's sole  and
absolute discretion:

               (i)   any sale, lease or disposition of all or any
     significant  part of the assets, stock or  business  of  the
     Surviving Corporation or any subsidiary thereof ;

               (ii)  entering  into  any  line  of  business  not
     related  to  the  business  then  being  conducted  by   the
     Surviving Corporation and its subsidiaries;

               (iii)       any   acquisition  by  the   Surviving
     Corporation  or any subsidiary thereof of the stock,  assets
     or business of another business organization;

               (iv) the merger, consolidation or amalgamation  of
     the Surviving Corporation or any subsidiary thereof with and
     into  another  business organization or of another  business
     organization with and into the Surviving Corporation or  any
     subsidiary thereof;

               (v)  except as contemplated by this Agreement, the
     adoption  or  amendment  of  any  profit  sharing  or  other
     employee benefit plan except for such amendments as  may  be
     required by law;

               (vi) except as contemplated by this Agreement, any
     change  in  the  name  of the Surviving Corporation  or  any
     subsidiary thereof;

               (vii)     any transfer of any customer's business,
     in whole or in part, to ANSYS or any of its subsidiaries;

               (viii)    the hiring or firing of personnel,
     provided that ANSYS shall have the right to require PMAC to
     hire a controller and (so long as such hiring is excluded
     from the calculation of EBITDA for purposes of Section 1.5
     and is not deemed to affect the Budget Goals, including
     Expenses) human relations manager, such appointments to be
     made in consultation with the Stockholders' Representative,
     and further provided that ANSYS shall have the right to
     require PMAC or any PMAC Group to terminate an employee in
     the event of criminal or other gross misconduct (including
     but not limited to sexual harassment or discriminatory
     conduct) by such employee upon consultation with the
     Stockholders' Representative;

               (ix) the institution of any bonus or other
     compensation plan;

               (x)   entering into any lease of real property  or
     purchasing any real estate;

               (xi) any sale, disposition or change in control of
     the Surviving Corporation; and

               (xii)      any relocation of the principal offices
     of  the  Surviving Corporation (A) outside of Alameda County
     or (B) inside of Alameda County unless PMAC's proposal would
     fall outside of the Budget Plan.

Notwithstanding any provision hereof to the contrary, ANSYS shall
have  no obligation to abstain from, or to obtain any consent  of
the  Stockholders or the Stockholders' Representative in  respect
of,  any  sale,  disposition, merger, change of  control,  going-
private  or  other  fundamental corporate  transaction  of  ANSYS
(other  than  such  rights  of consent  and  limitations  as  are
provided  for  under the DGCL, federal and state securities  laws
and  the  articles of incorporation and bylaws,  as  amended,  of
ANSYS).

     6.14 [Intentionally Omitted.]

     6.15 Employees.
The  Closing  of the transactions contemplated hereby  shall  not
adversely  affect the job responsibility, salary, and  bonus  and
commission plan, and overall benefits (including health insurance
and  vacation)  currently enjoyed by the employees  of  the  PMAC
Group.   The  foregoing provisions shall not be  construed  as  a
promise of employment for any length of time and shall not  alter
the  nature  of the existing employment relationship between  the
PMAC Group and its employees.

     6.16 Employee Bonuses.
ANSYS  shall pay in cash to those employees of PMAC and the  PMAC
Subsidiaries set forth on Exhibit G (the "Bonus Employee  Group")
the  bonuses accrued by PMAC prior to the date hereof in  respect
of  past  services  rendered  by the Bonus  Employee  Group  (the
"Closing Employee Bonuses"), the aggregate amount of such Closing
Employee  Bonuses  having been agreed to be  $233,764.00.   ANSYS
further agrees to pay in cash to the Bonus Employee Group, to the
extent  the  members thereof are still employees on such  payment
dates  (with  any amount forfeited due to employment  termination
allocated  on  a  pro  rata basis to the  members  of  the  Bonus
Employee Group who remain employed by the PMAC Group) 2.48700559%
of  (a)  the  Merger Consideration Adjustment,  if  any,  without
giving effect to the reduction thereof in respect of this Section
6.16 (such payments, the "Initial Period Retention Bonuses"), and
(b)  the Contingent Payment Right, without giving effect  to  the
reduction thereof in respect of this Section 6.16 (such payments,
the "Contingent Retention Bonuses").

     6.17 Release of German and French Interests.
Mr. Steberl agrees to release, transfer, assign and grant any and
all  economic  or  voting interests that he may  have  in  CFD  &
Structural  Engineering GmbH, Sassnitz ("CFD") and  in  ICEM  CFD
Engineering  France,  S.A.R.L. ("ICEM France")  to  PMAC  and  to
terminate the escrow.  Mr. Steberl shall execute prior to Closing
all  such  other  agreements and instruments as may  be  required
under  local law to cause such transfers to be effective,  copies
of  such executed instruments to be delivered at Closing and  the
originals to be filed as soon after Closing as may be practicable
for  PMAC.   Mr.  Steberl agrees to take all such  other  actions
prior to, at or following Closing as may be requested by ANSYS or
PMAC in order to effect such transfers.  Mr. Steberl acknowledges
and  agrees that the covenants of ANSYS under this Agreement  are
adequate consideration for such release, transfer, assignment and
grant.   Mr.  Steberl represents and warrants that  he  holds  no
interest,  whether economic, voting or other, in the  PMAC  Group
other  than his interests in CFD and ICEM France that are  to  be
released  hereunder.  Mr. Steberl covenants that he will  deliver
to  ANSYS  at Closing an executed release, in form and  substance
reasonably satisfactory to ANSYS, with respect to any  claims  in
respect  of any economic or voting interest in any entity  within
the PMAC Group.

     6.18 Indian Subsidiary.
Prior  to  Closing or, if performance under this Section  is  not
possible  prior to Closing despite the best efforts of  PMAC  and
the  Stockholders, as soon thereafter as is practicable, PMAC and
the  Stockholders  shall cause the Articles  of  Association  and
other  governing documents of PMAC's Indian Subsidiary  shall  be
amended  and restated in forms satisfactory to ANSYS in its  sole
discretion, such amendments to include, without limitation, terms
requiring the affirmative vote or consent of all shares  held  by
PMAC  for  the  taking  of any corporate  action  by  the  Indian
Subsidiary,  whether or not PMAC is represented at a  meeting  of
the  stockholders thereof, permitting PMAC to elect the  majority
of  the Board of Directors of the Indian Subsidiary and requiring
the  consent of such PMAC directors for certain corporate actions
of the Indian Subsidiary.

     6.19 Swiss Subsidiary.
PMAC  shall cause a direct wholly-owned subsidiary of PMAC to  be
formed  in  Switzerland  (such  subsidiary,  "Swiss  Sub"),  such
formation   to  be  supervised  by  and  in  form  and  substance
satisfactory to ANSYS in its sole discretion.

     6.20 Certain Tax Matters.
PMAC,  Mr. Wulf and the Stockholders shall use their best efforts
to file or to cause to be filed PMAC's tax returns for the period
ending August 31, 2000, as soon as possible after Closing, and in
no  event  later  than the date set by statute  for  such  filing
without extension or penalty.

     6.21 Adequate Funds for Certain Payments.
ANSYS  shall  provide  to  the Surviving  Corporation  the  funds
necessary  to  make all payments under PMAC's note to  Mr.  Akdag
when  due  and in respect of the retention bonuses under  Section
6.16, and shall provide to Swiss Sub the funds necessary to  make
the  payments  to  Mr.  Steberl pursuant to the  Incentive  Bonus
Agreement  described in Section 3.18(b), in each  case  no  later
than the date of the respective payment.

     6.22 Option Grants.
For  new  option  grants after Closing, ANSYS  shall  permit  the
management  and  other  key  employees  of  the  PMAC  Group   to
participate in the incentive option plans of ANSYS on such  terms
and  to  such extent that such participation is granted generally
to comparably placed employees of ANSYS and its subsidiaries.

7.   CONDITIONS PRECEDENT

     7.1  Conditions to Each Party's Obligations to Effect the Merger.
The  respective obligations of ANSYS and Merger Sub, on  the  one
hand,  and  PMAC  on  the other, to effect the  Merger  shall  be
subject  to the satisfaction on or prior to the Closing  Date  of
each of the following conditions, unless waived by both ANSYS and
PMAC in writing:

          (a)    Government   Approvals.    All   authorizations,
consents,  orders  or  approvals of, or declarations  or  filings
with,   or  expiration  of  waiting  periods  imposed   by,   any
Governmental  Entity  necessary  for  the  consummation  of   the
transactions  contemplated  by this  Agreement  shall  have  been
obtained or filed or shall have occurred.

          (b)   Legal  Action.   No temporary restraining  order,
preliminary  injunction or permanent injunction  or  other  order
preventing the consummation of the Merger shall have been  issued
by  any  Federal  or  state court and remain in  effect,  and  no
litigation  seeking the issuance of such an order or  injunction,
or seeking the imposition against ANSYS or PMAC of damages if the
Merger is consummated, shall be pending which, in the good  faith
judgment  of  ANSYS' and PMAC's Boards of Directors (acting  upon
advice of their respective counsel), has a reasonable probability
of  resulting in such order, injunction or damages.  In the event
any  such order or injunction shall have been issued, each  party
agrees  to use its reasonable efforts to have any such injunction
lifted.

          (c)   Statutes.   No statute, rule or regulation  shall
have  been enacted by the government of the United States or  any
state or agency thereof which would make the consummation of  the
Merger illegal.

          (d)   Third-Party  Approvals.  Any  and  all  necessary
consents  from  third  parties relating to  contracts,  licenses,
leases,  loans  and  all  other  instruments,  material  to   the
respective business of PMAC, shall have been obtained.

          (e)  Escrow Agreement.  The Escrow Agreement shall have
been  fully  executed and delivered to ANSYS, and such  agreement
shall remain in full force and effect.

     7.2  Conditions to Obligations of ANSYS and Merger Sub.
The  obligations of ANSYS and Merger Sub to effect the Merger are
subject  to the satisfaction on or prior to the Closing  Date  of
each of the following conditions, unless waived by ANSYS:

          (a)   PMAC  Shareholder Approval.  This Agreement,  the
Merger  Agreement  and the Merger shall have  been  approved  and
adopted by the affirmative vote of the holders of the PMAC Common
Stock  in  accordance with the provisions of the California  Code
and PMAC's Articles of Incorporation and/or By-laws.

          (b)      Representations    and    Warranties.      The
representations  and warranties of PMAC and of  the  Stockholders
set  forth  in  this Agreement shall be true and correct  in  all
material   respects   (ignoring  for   the   purposes   of   such
determination of materiality any qualifications as to materiality
in  Articles  3  and  4), in each case as of  the  date  of  this
Agreement and as of the Closing Date as though made on and as  of
the Closing Date (except that the accuracy of representations and
warranties  that  by their terms speak as of  the  date  of  this
Agreement or some other data will be determined as of such date);
provided, that for the purposes of this Section 7.2(b) only  PMAC
and the Stockholders shall not be deemed to be in material breach
of  their  representations and warranties to the extent that  the
ultimate  aggregate amount of the Damages (as defined in  Article
10)  of ANSYS in respect of breaches of those representations and
warranties could not reasonably be expected  to be in  excess  of
$165,000.   ANSYS  shall  have received a certificate  signed  on
behalf  of PMAC by the chief executive officer of PMAC certifying
as   to  the  above  with  respect  to  the  representations  and
warranties of PMAC .

          (c)     Performance   of   Obligations.    PMAC,    the
Stockholders and Mr. Steberl shall have performed all obligations
required to be performed by them under this Agreement on or prior
to  the Closing Date, and ANSYS shall have received a certificate
signed  by  the  chief  executive officer,  the  chief  operating
officer or the chief financial officer of PMAC to such effect.

          (d)   Opinion of Company's Counsel.  ANSYS  shall  have
received  an  opinion dated the Closing Date of the law  firm  of
Greene   Radovsky   Maloney  &  Share  LLP,  counsel   to   PMAC,
substantially in the form set forth in Exhibit E attached hereto.

          (e)    Resignation  of  Directors.   ANSYS  shall  have
received the written resignation, effective as of the Closing, of
each director of PMAC.

          (f)   No  Material Adverse Change.  No  change,  event,
development  nor  combination thereof shall have occurred  which,
individually  or  in  aggregate, has resulted  or  is  reasonably
likely to result in a Material Adverse Effect on PMAC, other than
any  Material  Adverse Effect caused by (i) general  business  or
economic  conditions  affecting the  U.S.  economy  as  a  whole,
(ii) conditions affecting the industry in which PMAC competes  as
a whole, (iii) conditions resulting from the announcement of this
Agreement  or the pendency of the consummation of this Agreement,
and  (iv) conditions resulting from or relating to the taking  of
any action contemplated by this Agreement.

          (g)   Stockholders' Representative.   The  Stockholders
shall  have executed an agreement among themselves and  Mr.  Wulf
(the "Stockholders Representative Agreement").  Such Stockholders
Representative   Agreement  shall  be  in  form   and   substance
reasonably satisfactory to ANSYS.

          (h)   Certificate  Of Good Standing.  PMAC  and/or  the
Stockholders shall have delivered to ANSYS a certificate of  good
standing from appropriate California authorities that PMAC  is  a
corporation in good standing under the laws of California  as  of
the  Closing  Date  or a date not more than  five  calendar  days
before the Closing Date.

          (i)  No Exercise of Dissenters' Rights.  No Stockholder
shall  have  exercised rights of dissent or appraisal  under  the
California Code or the DGCL.

          (j)   Tax  Returns.  PMAC shall have filed amended  Tax
Returns for 1999 to ANSYS' reasonable satisfaction.

          (k)   PTC  Agreement.   PMAC shall have  satisfied  all
obligations  under the Asset Purchase Agreement  among  PMAC  and
Parametric Technology Corporation with an effective date of March
1,  1999,  and the Development and Distribution License  To  ICEM
Software  agreement  ("PTC Agreements") and shall  have  received
written  confirmation from PTC that PTC has transferred ownership
of  "ICEM CFD" (as that term is defined in the PTC Agreements) to
PMAC pursuant to PTC Agreements.

          (l)  Termination of Stockholder and Buy-Sell Agreement.
The  PMAC Stockholders Agreement and the Buy-Sell Agreement shall
have  been terminated, and ANSYS shall have received evidence  of
such terminations reasonably satisfactory to it.

     7.3  Conditions to Obligations of PMAC.
The  obligations of PMAC to effect the Merger are subject to  the
satisfaction  on  or prior to the Closing Date  of  each  of  the
following conditions, unless waived by PMAC:

          (a)      Representations    and    Warranties.      The
representations and warranties of ANSYS and Merger Sub set  forth
in  this  Agreement  shall be true and correct  in  all  material
respects (disregarding for the purposes of such determination  of
materiality  all qualifications as to materiality in Article  2),
in  each  case  as of the date of this Agreement and  as  of  the
Closing Date as though made on and as of the Closing Date (except
that the accuracy of representations and warranties that by their
terms  speak as of the date of this Agreement or some other  data
will  be  determined  as of such date); provided,  that  for  the
purposes  of this Section 7.3(a) only ANSYS and Merger Sub  shall
not  be  deemed to be in material breach of their representations
and  warranties to the extent that the ultimate aggregate  amount
of  the Damages (as defined in Article 10) of the Stockholders in
respect of breaches of those representations and warranties could
not  reasonably  be expected  to be in excess of $165,000.   PMAC
shall  have received a certificate signed on behalf of  ANSYS  by
the  chief executive officer, the chief operating officer or  the
chief financial officer of ANSYS to the above effect.

          (b)   Performance of Obligations.  ANSYS and Merger Sub
shall  have  performed in all material respects  all  obligations
required to be performed by them under this Agreement on or prior
to  the  Closing Date, and PMAC shall have received a certificate
signed  by  the  chief  executive officer,  the  chief  operating
officer or the chief financial officer of ANSYS to such effect.

          (c)   No  Material Adverse Change.  No  change,  event,
development  nor  combination thereof shall have occurred  which,
individually  or  in  aggregate, has resulted  or  is  reasonably
likely  to  result in a Material Adverse Effect on  ANSYS,  other
than  any  Material Adverse Effect caused by (i) general business
or  economic  conditions affecting the U.S. economy as  a  whole,
(ii) conditions affecting the industry in which ANSYS competes as
a whole, (iii) conditions resulting from the announcement of this
Agreement  or the pendency of the consummation of this Agreement,
and  (iv) conditions resulting from or relating to the taking  of
any action contemplated by this Agreement.

          (d)   Certificate Of Good Standing.  ANSYS  shall  have
delivered to PMAC a certificate of good standing from appropriate
Delaware authorities that ANSYS is a corporation in good standing
under  the laws of Delaware as of the Closing Date or a date  not
more than five calendar days before the Closing Date.

          (e)   Opinion  of Company's Counsel. The  Stockholders'
Representative shall have received an opinion dated  the  Closing
Date  of David Secunda, Corporate Counsel of ANSYS, substantially
in the form set forth in Exhibit F attached hereto.

8.   TERMINATION, AMENDMENT AND WAIVER

     8.1  Termination.
This Agreement may be terminated at any time prior to the Closing
Date,  whether  before or after approval by the  Stockholders  of
PMAC:

          (a)   by  mutual  consent of PMAC and  ANSYS,  each  as
authorized by its Board of Directors;

          (b)   by  PMAC if there has been a  material breach  of
this Agreement on the part of ANSYS or Merger Sub with respect to
any  of ANSYS' covenants, representations or warranties contained
herein and such breach has not been cured within 30 business days
after written notice thereof from PMAC;

          (c)   by  ANSYS if there has been a material breach  of
this  Agreement  on the part of PMAC or one of  the  Stockholders
with  respect  to  any  of  their covenants,  representations  or
warranties  contained herein and such breach has not  been  cured
within  30 business days after written notice thereof from ANSYS,
provided that such breach or breaches results or would result  in
aggregate  Damages under this Agreement in excess of Two  Hundred
Eighty Thousand Dollars ($280,000.00);

          (d)   by  either PMAC or ANSYS if the Merger shall  not
have been consummated on or before September 15, 2000;

          (e)   by  either PMAC or ANSYS if a court of  competent
jurisdiction or any other  Governmental Entity shall have  issued
an  order,  decree or ruling or taken any other action,  in  each
case  permanently restraining, enjoining or otherwise prohibiting
the consummation of the Merger and such order, decree, ruling  or
other  action shall have become final and not appealable;  or  if
any statute, rule or regulation is enacted, promulgated or deemed
applicable to the Merger by any  Governmental Entity which  makes
the consummation of the Merger illegal.

     Where  action is taken to terminate this Agreement  pursuant
to this Section 8.1, it shall be sufficient for such action to be
authorized  by  the Board of Directors of the party  taking  such
action.  Any action taken to terminate this Agreement pursuant to
this  Section  8.1  shall become effective when  notice  of  such
termination  is delivered by the terminating party to  the  other
party in accordance with the provisions of Section 8.2 below.

     8.2  Effect of Termination.
In  the event of termination of this Agreement by either ANSYS or
PMAC  as  provided in Section 8.1, this Agreement shall forthwith
become void and there shall be no liability or obligation on  the
part  of  ANSYS or PMAC or their respective officers or directors
except  as set forth in Sections 6.6, and 9.2; provided, however,
that  nothing set forth herein shall relieve a party hereto  from
liability for its willful breach of this Agreement; and  provided
further, that upon such termination:

          (a)   each  party  will re-deliver all documents,  work
papers  and  other  material of any other  party  (including  all
copies) relating to the transactions contemplated hereby, whether
so  obtained before or after the execution hereof, to  the  party
furnishing the same; and

          (b)  all confidential information received by any party
hereto  with  respect to the business of any other party  or  its
subsidiaries  and  partners shall be treated in  accordance  with
Section 9.2 hereof.

     8.3  Amendment.
This  Agreement  may not be amended except by  an  instrument  in
writing signed on behalf of each of the parties hereto.

     8.4  Extension; Waiver.
At any time prior to the Closing, either ANSYS or PMAC, by action
taken  by  its  Board  of Directors, may, to the  extent  legally
allowed,  (i) extend the time for the performance of any  of  the
obligations or other acts of the other parties hereto, (ii) waive
any  inaccuracies in the representations and warranties  made  to
such party contained herein or in any document delivered pursuant
hereto  and (iii) waive compliance with any of the agreements  or
conditions  for the benefit of such party contained herein.   Any
agreement on the part of a party hereto to any such extension  or
waiver  shall be valid if set forth in an instrument  in  writing
signed on behalf of such party.

9.   COMPETITION

     9.1  Non-Compete.
(a)   None of Mr. Wulf, Christine Schoefer, Michael Hohmeyer,  or
Wayne  Christopher,  nor any person or entity  now  or  hereafter
controlled by Mr. Wulf, Christine Schoefer, Michael Hohmeyer,  or
Wayne  Christopher, will at any time within the five-year  period
immediately  following  Closing,  directly  or  indirectly,   (i)
solicit,  or  knowingly  enter into any contract  for  the  sale,
marketing   or  distribution  of  goods  of  the  type  currently
distributed or sold by the PMAC Group; (ii) request or induce any
distributor or supplier of goods or services to the PMAC Group to
curtail or cancel any business they are currently or in the  past
twenty-four  (24)  months have been, transacting  with  the  PMAC
Group; (iii) request or induce any then existing customer of  the
PMAC  Group to curtail or cancel any business they are currently,
or  in  the  past twenty-four (24) months have been,  transacting
with  the  PMAC Group; or (iv) except as disclosed in writing  to
ANSYS  and approved by ANSYS,  request or induce any employee  of
the  PMAC Group to terminate his or her employment with ANSYS  or
any  entity in the PMAC Group; or (v) engage in the Territory (as
defined  in  Section  9.3) in any business competitive  with  the
business  conducted  by   the PMAC Group  on  the  date  of  this
Agreement  or  within the twenty-four (24) months preceding  said
date.

          (b)   None of Mary Jo Hamilton, Michael Salari,  Masoud
Doroudian, Diane Poirier, Devendra Rajwade, Jan Soreide, or Vijay
Shah,  nor  any  person or entity now or hereafter controlled  by
Mary   Jo  Hamilton,  Michael  Salari,  Masoud  Doroudian,  Diane
Poirier, Devendra Rajwade, Jan Soreide, or Vijay Shah,   will  at
any   time  within  the  two-year  period  immediately  following
Closing, directly or indirectly, (i) solicit, or knowingly  enter
into  any  contract  for the sale, marketing or  distribution  of
goods  of  the  type currently distributed or sold  by  the  PMAC
Group;  (ii)  request or induce any distributor  or  supplier  of
goods  or  services to the PMAC Group to curtail  or  cancel  any
business  they  are  currently or in the  past  twenty-four  (24)
months  have been, transacting with the PMAC Group; (iii) request
or induce any then existing customer of the PMAC Group to curtail
or cancel any business they are currently, or in the past twenty-
four  (24) months have been, transacting with the PMAC Group;  or
(iv)  except  as  disclosed in writing to ANSYS and  approved  by
ANSYS,   request  or induce any employee of  the  PMAC  Group  to
terminate his or her employment with ANSYS or any entity  in  the
PMAC  Group;  or  (v)  engage in the Territory  in  any  business
competitive with the business conducted by  the PMAC Group on the
date  of  this  Agreement or within the twenty-four  (24)  months
preceding said date.

     9.2  Confidential Information.
None  of  the  Stockholders, nor any  person  or  entity  now  or
hereafter  controlled by any Stockholders, will (i)  use  in  any
manner  adverse  to  the  interest of Merger  Sub  or  ANSYS  any
proprietary or confidential information obtained from or relating
specifically  to  PMAC,  Merger Sub or ANSYS;  (ii)  disclose  or
furnish any proprietary or confidential information obtained from
or relating to PMAC, Merger Sub or ANSYS to any third parties, or
(iii) use any trade name, trademark, copyright, patent or service
mark  previously used by PMAC, Merger Sub or ANSYS which  is  not
the  subject of a license agreement which permits the use of  any
of  the  foregoing by that Stockholder or person  or  entity  and
none  of  them will at any time following the Effective Time  use
any  trade name, trademark, copyright, logo or service mark which
is  confusingly similar to one currently or previously  owned  by
PMAC, Merger Sub or ANSYS.

     9.3  Definition.
For  purposes of this Article, "control" or "controlled by" shall
mean  ownership,  direct or indirect, of  more  than  5%  of  the
outstanding   voting  equity  securities  of  any  such   entity.
"Territory" shall mean (a) each county in the State of California
in which ANSYS conducts business on the date of this Agreement or
within the twenty-four (24) months preceding said date, (b)  each
county  in  the  State  of  California in  which  ANSYS  conducts
business  on the date of this Agreement or within the twenty-four
(24)  months preceding said date, it being agreed by the  parties
hereto  that such counties include all counties of the  State  of
California, (c) each state of the United States of America  other
than  California, and (d) each jurisdiction outside of the United
States of America in which the PMAC Group or ANSYS is, has in the
past or will at any time during the term of the covenants in this
Article 9 conducts its business.

     9.4  Reasonableness.
Each  of  the  individuals named in this  Article  has  carefully
considered the nature and extent of the restrictions upon him  or
her and the rights and remedies conferred upon ANSYS and the PMAC
Group under this Article, and hereby acknowledges and agrees that
the same are reasonable in time and territory.

     9.5  Injunctive Relief.
Each  of  the individuals named in this Article acknowledges  and
agrees  that  their covenants and obligations under this  Article
relate to special, unique and extraordinary matters and that  the
violation  or  threatened violation of any of the terms  of  such
covenants  and  obligations will cause ANSYS  irreparable  injury
which  cannot be reasonably or adequately compensated in  damages
and  that, in addition to any other relief to which ANSYS may  be
entitled  by  reason  of  such violation,  ANSYS  shall  also  be
entitled   to  permanent  and  temporary  injunctive  and   other
equitable relief (without the requirement of securing or  posting
any bond) as a court of competent jurisdiction may deem necessary
or  appropriate to restrain such named individual from committing
any  violation  of  their  covenants and obligations  under  this
Article.   In  connection with the foregoing provisions  of  this
Article,  each such named individual represents that his  or  her
economic  means  and circumstances are such that such  provisions
will   not  prevent  that  individual  from  providing  for  that
individual and his or her family on a satisfactory basis to  such
individual.   Without limiting the generality of  the  foregoing,
each such individual specifically acknowledges that a showing  by
ANSYS  of  any  breach of any of the provisions of  this  Article
shall constitute, for the purposes of all judicial determinations
of the issue of injunctive relief, conclusive proof of all of the
elements  necessary to entitle ANSYS to temporary  and  permanent
injunctive relief against such individual.

     9.6  Severability: Separate Covenants.
It  is  the  intent  of the parties that the provisions  of  this
Article shall be enforced to the fullest extent permissible under
the laws of the State of Delaware, the State of California or any
other applicable jurisdiction.  Each party hereto recognizes that
the  duration  of the covenants and the territorial  restrictions
contained  in  this Article are necessary and  required  for  the
adequate  protection of the business of ANSYS and the PMAC  Group
and  are  a material inducement to ANSYS's willingness  to  enter
into  this  Agreement  and  to consummate  the  Merger.   If  any
provision   of  this  Article  shall  be  illegal,   invalid   or
unenforceable  in the State of Delaware, the State of  California
or  in  any jurisdiction in which enforcement is sought, then  in
such  jurisdiction only, such provision shall be  ineffective  to
the  extent  of  such illegality, invalidity or unenforceability,
without affecting in any way the remaining provisions hereof (and
without  rendering such provision or any other provision of  this
Article   illegal,  invalid  or  unenforceable   in   any   other
jurisdiction),  and  shall be enforced  to  the  greatest  extent
permitted by law in such jurisdiction.  If, however, this Article
or  any  provision  hereof shall be deemed illegal,  invalid,  or
unenforceable in any jurisdiction in which enforcement is  sought
because  the scope of this Article or such provision is excessive
or   more   restrictive  than  permitted  by  the  law  of   such
jurisdiction, then in such jurisdiction only, the scope  of  this
Article or such provision shall be limited to the minimum  extent
necessary (and without limiting the scope of this Article or such
provision  in any other jurisdiction) to render this  Article  or
such  provision  valid,  legal and enforceable  to  the  greatest
extent permitted under the law of such jurisdiction.

10.  INDEMNIFICATION AND CLAIMS

     10.1 Stockholders Indemnification.

          (a)   The  Stockholders and Mr.  Wulf  (each,  a  "PMAC
Indemnitor")  shall, jointly and severally,  indemnify  and  hold
harmless  ANSYS  and Merger Sub (together the "ANSYS  Indemnified
Parties") against and in respect of all actions, damages, claims,
losses,  liabilities and expenses (including, without limitation,
reasonable attorneys' fees and disbursements) incurred by  either
of   the  ANSYS  Indemnified  Parties  (all  such  amounts  being
hereinafter sometimes referred to as "Damages") arising out of or
related  to  (i) any misrepresentation or breach of any  warranty
made by PMAC, the Class A Stockholders, Mr. Shah, Mr. Wulf or Mr.
Steberl  pursuant  to  Section 3  and  Section  6.17  or  in  any
statement,  certificate  or  other  document  furnished  by  PMAC
pursuant to this Agreement, (ii) the nonperformance or breach  of
any  covenant, agreement or obligation of PMAC  contained in this
Agreement, or (iii) until the second anniversary of the  date  of
the  Effective  Time, any Damages in respect of the  non-standard
end   user   license/consulting  agreements,  global  terms   and
conditions,  secondary supplier and software services  agreements
set  forth  in  Section 3.18(d) of the PMAC Disclosure  Schedule.
There  shall  be  no  liability for  indemnification  under  this
Section  10.1(a) unless the aggregate amount of Damages hereunder
exceeds  One  Hundred Sixty-Five Thousand Dollars  ($165,000.00),
and  then  only  to the extent such aggregate amount  of  Damages
exceeds  $165,000.  The total liability of the  PMAC  Indemnitors
for  Damages  hereunder shall not exceed the  sum  of  (X)  Seven
Million Dollars ($7,000,000.00) plus (Y) the aggregate amount  of
the Merger Consideration Adjustment, plus (Z) the aggregate value
of  all  cash  and  stock payable in respect  of  the  Contingent
Payment   Rights,  as  valued  pursuant  to  the  definition   of
"Contingent  Payment  Rights"  in Section  1.5(i)  prior  to  the
payment   thereof.   Notwithstanding  the  foregoing,  the   PMAC
Indemnitors shall be fully liable to ANSYS for, and the limits on
indemnification set forth in this Section shall not apply to, any
Damages relating to (i) such PMAC Indemnitor's willful misconduct
or  fraud  in connection with the representations and  warranties
set  forth  herein and the transactions contemplated  under  this
Agreement  and in connection with the Merger, (ii) to the  extent
such Damages are not limited to payment from the share capital of
CFD,  both  (X)  the  omission from any  end-user  or  consulting
agreement  entered  into by the PMAC Group prior  to  Closing  of
terms limiting the liability of the PMAC Group for damages  to  a
maximum   liability   equal  to  the  value   of   the   monetary
consideration  received by the PMAC Group under  such  agreement,
and  (Y)  where the end-user or consulting agreement incorporates
such  terms,  the  invalidity under  the  governing  law  of  the
contract  of  such  terms  as  they  are  incorporated  in   such
agreement, and (iii) provided claim for indemnity is made  on  or
before  the two (2) year anniversary date of the Effective  Time,
any  liabilities of the PMAC Group in respect of the  German  and
French  taxes  set  forth in Exhibit H for any  period  prior  to
Closing  that  remain  unpaid at Closing, including  any  amounts
assessed   in   a   tax   audit  during  the  indemnity   period.
Notwithstanding  anything in this Section 10.1 to  the  contrary,
the  total liability of any Class C Stockholder for Damages under
this Section 10.1(a) shall not exceed the aggregate consideration
received by such Class C Stockholder under this Agreement.

          (b)  Each Stockholder shall, severally and not jointly,
indemnify and hold harmless the ANSYS Indemnified Parties against
and  in respect of all Damages incurred by either of them arising
out  of  or  related  to  (i) any inaccuracy  or  breach  of  any
representation or warranty made by such Stockholder  pursuant  to
Section 1.9, Section 4 or in any statement, certificate or  other
document  furnished by or on behalf of such Stockholder  pursuant
to  this Agreement, or (ii) the nonperformance or breach  of  any
covenant,  agreement or obligation of such Stockholder  contained
in  this Agreement. Notwithstanding anything in this Section 10.1
to  the contrary, the total liability of any PMAC Indemnitor  for
indemnification under this Section 10.1(b) shall not  exceed  the
aggregate  Merger Consideration less amounts paid  by  such  PMAC
Indemnitor  to  the  ANSYS Indemnified Parties  pursuant  to  the
indemnification  obligations  under  Section  10.1(a)   and   not
reimbursed or recouped by such PMAC Indemnitor pursuant to rights
of contribution or indemnity or otherwise.

          (c)   None of the PMAC Indemnitors shall have right  to
seek  contribution from PMAC or the Surviving Corporation in  the
event that he is required to make any payments under this Section
10.1.   Each  PMAC  Indemnitor  shall  have  the  right  to  seek
contribution from each other PMAC Indemnitor in the event that he
or it is required to make any payments under Section 10.1(a).

          (d)   The  shares and cash deposited in escrow pursuant
to  Section 1.5 and Section 6.7 shall be the initial but not  the
exclusive  source of indemnification for Damages as  provided  by
Section 10.1.  The PMAC Indemnitors may make payment of indemnity
to  ANSYS  (i)  by wire transfer of immediately available  funds,
(ii)  if and to the extent ANSYS has by delivery to ANSYS of that
number  of shares of ANSYS Common Stock having a value as of  the
date  of  delivery  equal to the value of the  ANSYS  Damages  in
respect  of  which  indemnification is being  made,  or  (iii)  a
combination thereof.

          (e)   If  an  ANSYS Indemnified Party believes  it  has
incurred  any Damages which are subject to indemnification  under
Section 10.1 it shall forward notice thereof to the Stockholders'
Representative.

          (f)   With  respect  to  claims  or  demands  by  third
parties,  whenever an ANSYS Indemnified Party shall have received
notice  that  such  a  claim  or  demand  has  been  asserted  or
threatened, which, if true, would result in indemnification under
Section  10.1,  the  ANSYS Indemnified Party  shall  as  soon  as
reasonably practicable, and in any event within thirty (30)  days
of   receipt   of   such   notice,   notify   the   Stockholders'
Representative of such claim or demand and of all relevant  facts
within  its  knowledge which relate thereto.  If such  claim  for
indemnification   arises   under  Section   10.1(a),   then   the
Stockholders'  Representative shall then have the  right  at  the
expense of the PMAC Indemnitors to undertake the defense  of  any
such  claims  or  demands  utilizing  counsel  selected  by   the
Stockholders'  Representative  and  approved  by   ANSYS,   which
approval  shall  not  be  unreasonably withheld,  conditioned  or
delayed;  provided however, that the Stockholders' Representative
shall  not settle or otherwise compromise any such action without
the prior written consent of ANSYS unless such settlement affords
ANSYS  and  the  PMAC Group a full release.  If  such  claim  for
indemnification  arises  under Section  10.1(b),  then  the  PMAC
Indemnitor  who may have made the misrepresentation  or  breached
the  warranty or failed to perform or breached the covenant  that
is the basis of such claim or demand shall then have the right at
his,  her  or  its expense to undertake the defense of  any  such
claims  or  demands  utilizing  counsel  selected  by  such  PMAC
Indemnitor  and approved by ANSYS, which approval  shall  not  be
unreasonably  withheld.   In  the event  that  the  Stockholders'
Representative or such PMAC Indemnitor  shall fail to give notice
of  his  intention to undertake the defense of any such claim  or
demand  within ten (10) days after receiving notice that  it  has
been  asserted or threatened, the ANSYS Indemnified  Party  shall
have  the  right  to satisfy and discharge the same  by  payment,
compromise or otherwise.

          (g)   If  an  ANSYS Indemnified Party believes  it  has
incurred  any Damages which are subject to indemnification  under
Section  10.1(a)  and  does not involve a third  party  claim  or
demand  described  in  Section 10.1(f) it  shall  forward  notice
thereof  to  the  Stockholders' Representative at  the  addresses
specified  in  and  pursuant to Section  11.2,  and  shall  state
therein  the  amount of Damages it believes it has suffered,  and
shall  provide,  in reasonable detail the facts  alleged  as  the
basis  for  such  claim  and  the section  or  sections  of  this
Agreement alleged to have been violated (a "Damages Notice").  No
later  than  thirty (30) days after receipt of a  Damages  Notice
from an ANSYS Indemnified Party, the Stockholders' Representative
shall  deliver to ANSYS either a notice accepting such claim  for
Damages   or  a  notice  that  the  Stockholders'  Representative
disputes  the  claim for Damages.  A notice by the  Stockholders'
Representative accepting a claim for Damages shall be binding  on
all  of  the  Stockholders, and a failure to provide  ANSYS  with
notice  disputing  a claim for Damages within ten  (10)  days  of
receipt of a Damages Notice from an ANSYS Indemnified Party shall
be deemed acceptance of such claim.

     10.2 ANSYS Indemnification.

          (a)   ANSYS  shall  indemnify  and  hold  harmless  the
Stockholders,  Mr.  Wulf  and  Mr. Steberl  (together  the  "PMAC
Indemnified  Parties")  against and in  respect  of  all  Damages
incurred by any of the PMAC Indemnified Parties arising out of or
related  to  (i) any misrepresentation or breach of any  warranty
made  by  ANSYS or Merger Sub pursuant to Section  2  or  in  any
statement,  certificate or other document furnished by  ANSYS  or
Merger Sub pursuant to this Agreement, or (ii) the nonperformance
or  breach  of  any  covenant, agreement or obligation  of  ANSYS
contained  in  this Agreement.  There shall be no  liability  for
indemnification  under  this Section 10.2  unless  the  aggregate
amount  of  Damages  hereunder  exceeds  One  Hundred  Sixty-Five
Thousand Dollars ($165,000.00), and then only to the extent  such
aggregate   amount  of  Damages  exceeds  $165,000.   The   total
liability  of  ANSYS for Damages hereunder shall not  exceed  (X)
Seven  Million  Dollars ($7,000,000.00) plus  (Y)  the  aggregate
amount  of  the  Merger Consideration Adjustment,  plus  (Z)  the
aggregate value of all cash and stock payable in respect  of  the
Contingent  Payment Rights, as valued pursuant to the  definition
of  "Contingent Payment Rights" in Section 1.5(i)  prior  to  the
payment  thereof.  Notwithstanding the foregoing, ANSYS shall  be
fully  liable  to  the  Stockholders  for,  and  the  limits   on
indemnification set forth in this Section shall not apply to, any
Damages  relating to the willful misconduct or fraud of ANSYS  in
connection  with  the  representations and warranties  set  forth
herein and the transactions contemplated under this Agreement and
in connection with the Merger.

          (b)   With  respect  to  claims  or  demands  by  third
parties,  whenever a PMAC Indemnified Party shall  have  received
notice  that  such  a  claim  or  demand  has  been  asserted  or
threatened, which, if true, would result in indemnification under
Section  10.1,  the  PMAC  Indemnified Party  shall  as  soon  as
reasonably practicable, and in any event within thirty (30)  days
of   receipt   of   such   notice,   notify   the   Stockholders'
Representative of such claim or demand and of all relevant  facts
within  its  knowledge which relate thereto.  If such  claim  for
indemnification  arises under Section 10.1(a), then  ANSYS  shall
then  have  the  right at the expense of ANSYS to  undertake  the
defense  of any such claims or demands utilizing counsel selected
by  it  and  approved by the Stockholders' Representative,  which
approval  shall  not be unreasonably withheld, provided  however,
that  ANSYS  shall  not settle or otherwise compromise  any  such
action  without  the prior written consent of  the  Stockholders'
Representative.   In  the event that ANSYS  shall  fail  to  give
notice  of  its intention to undertake the defense  of  any  such
claim or demand within ten (10) days after receiving notice  that
it  has  been asserted or threatened, the PMAC Indemnified  Party
shall  have  the  right  to satisfy and  discharge  the  same  by
payment, compromise or otherwise.

          (c)   If  a  PMAC  Indemnified Party  believes  it  has
incurred  any Damages which are subject to indemnification  under
Section  10.2 and does not involve a third party claim or  demand
described  in Section 10.2(b) it shall forward notice thereof  to
ANSYS at the addresses specified in and pursuant to Section 11.2,
and  shall state therein the amount of Damages it believes it has
suffered,  and  shall  provide, in reasonable  detail  the  facts
alleged  as the basis for such claim and the section or  sections
of  this  Agreement  alleged to have been  violated  (a  "Damages
Notice").   No  later than thirty (30) days after  receipt  of  a
Damages Notice from a PMAC Indemnified Party, ANSYS shall deliver
to  PMAC  either a notice accepting such claim for Damages  or  a
notice  that ANSYS disputes the claim for Damages.  A failure  to
provide the Stockholders' Representative with notice disputing  a
claim  for  Damages within ten (10) days of receipt of a  Damages
Notice  from a PMAC Indemnified Party shall be deemed  acceptance
of such claim.

     10.3 Insurance Recoveries; Tax Benefits.
Any  indemnity payment made by the PMAC Indemnitors to any  ANSYS
Indemnified  Party,  on the one hand, or by  ANSYS  to  any  PMAC
Indemnified Party, on the other hand, pursuant to this Article 10
in  respect of any claim (i) shall be net of an amount  equal  to
(x) any insurance proceeds realized by and paid to the respective
ANSYS or PMAC Indemnified Parties minus (y) any related costs and
expenses,  including the aggregate cost of pursuing  any  related
insurance  claims plus any correspondent increases  in  insurance
premiums  or other chargebacks, and (ii) shall be (A) reduced  by
an amount equal to the tax benefits, if any, attributable to such
claim and (B) increased by an amount equal to the taxes, if  any,
attributable to the receipt of such indemnity payment,  but  only
to  the  extent that such tax benefits are actually realized,  or
such taxes are actually paid, as the case may be, by the ANSYS or
PMAC Indemnified Parties or any consolidated, combined or unitary
group  of  which  such ANSYS or PMAC Indemnified  Parties  are  a
member.

     10.4 Actual Knowledge.
No  PMAC Indemnitor shall be liable under this Article 10 for any
Damages  in  respect of the matters disclosed by the foreign  due
diligence  of  PriceWaterhouseCoopers  in  respect  of  the  PMAC
Group's operations in Germany, France and India.  ANSYS shall not
be liable under this Article 10 for any Damages in respect of any
matter  disclosed in any ANSYS SEC Document filed  prior  to  the
date hereof.

11.  GENERAL PROVISIONS

     11.1 Survival of Representations, Warranties and Agreements.
The  representations and warranties in Sections  2  and  3  shall
survive  until the two (2) year anniversary date of the Effective
Time  and  no  suit, action or proceeding shall be brought  after
such   two  year  anniversary  date.   The  representations   and
warranties  in  Section  4 shall survive indefinitely  after  the
Effective Time.

     11.2 Notices.
All  notices  and  other  communications hereunder  shall  be  in
writing  and  shall  be  deemed given upon personal  delivery  or
delivery by an express courier service (such as Federal Express),
or  on the fourth day following deposit in the United States mail
(if   sent  by  registered  or  certified  mail,  return  receipt
requested,  postage  prepaid), addressed to the  parties  at  the
following  addresses (or at such other address  for  a  party  as
shall be specified by like notice):

          (a)  if to ANSYS or, at and after the Effective Time to
the Surviving Corporation, to:

               ANSYS, Inc.
               275 Technology Drive
               Canonsburg, Pennsylvania 15317
               Attn:  Chief Executive Officer

     with a mandatory copy to

               Kirkpatrick & Lockhart, LLP
               Henry W. Oliver Building
               535 Smithfield Street
               Pittsburgh, Pennsylvania  15222
               Attn:  Ronald West, Esq.

     (b)  if to PMAC prior to the Effective Time, to:

               2855 Telegraph Avenue
               Suite 501
               Berkeley, California  94705
               Attn:  Armin Wulf

     (c)   if  to any Stockholder at his address as set forth  in
the stock transfer records of PMAC as of the Closing Date.

     (d)  if to the Stockholders' Representative, to:

               2855 Telegraph Avenue
               Suite 501
               Berkeley, California  94705
               Attn:  Armin Wulf

     with  a  mandatory copy in the case of each of (b), (c)  and
(d) above to

               Greene Radovsky Maloney & Share LLP
               Four Embarcadero Center
               Suite 4000
               San Francisco, California 94111-4106
               Attn:  Adam P. Siegman, Esq.

     11.3 Interpretation.
When a reference is made in this Agreement to a Section, Schedule
or Annex, such reference shall be to a Section, Schedule or Annex
to   this  Agreement  unless  otherwise  indicated.   The   words
"include," "includes" and "including" when used herein  shall  be
deemed  in  each  case  to  be followed  by  the  words  "without
limitation."   The headings contained in this Agreement  are  for
reference  purposes  only and shall not affect  in  any  way  the
meaning or interpretation of this Agreement.

     11.4 Counterparts.
This  Agreement  may  be  executed in one or  more  counterparts,
including by facsimile, each of which shall be considered one and
the  same agreement, and shall become effective when one or  more
counterparts  have  been  signed  by  each  of  the  parties  and
delivered  to  all  other parties, it being understood  that  all
parties need not sign the same counterpart.

     11.5 Entire Agreement.
This  Agreement, the PMAC Disclosure Schedule and  all  documents
and  instruments  and other agreements among the  parties  hereto
referred  to  herein  constitute the entire agreement  among  the
parties  with respect to the subject matter hereof and  supersede
all  prior agreements and understandings, both written and  oral,
among the parties with respect to the subject matter hereof.

     11.6 No Third Party Beneficiaries.
Neither this Agreement nor any of the documents or instruments or
other agreements among the parties hereto referred to herein  are
intended to confer upon any other person any rights or remedies.

     11.7 Non-Assignment.
Neither this Agreement nor any of the documents or instruments or
other  agreements  among the parties hereto  referred  to  herein
shall  be  assigned  by operation of law or otherwise  except  as
otherwise specifically provided herein or therein.

     11.8 Governing Law.
This  Agreement  shall  be  governed in all  respects,  including
validity, interpretation and effect, by the laws of the State  of
Delaware,  without giving effect to the conflicts  of  law  rules
thereof.

     11.9 Arbitration.
Except  as otherwise provided in Section 1.5, any dispute arising
out  of  this Agreement, or its performance or breach,  shall  be
resolved by binding arbitration at San Francisco, California,  if
such  claim  is made by the Stockholders or PMAC, or  Pittsburgh,
Pennsylvania, if made by ANSYS, under the Commercial  Arbitration
Rules  (the  "AAA Rules") of the American Arbitration Association
(the  "AAA").   This  arbitration  provision  is  expressly  made
pursuant to and shall be governed by the Federal Arbitration Act,
9  U.S.C.   Section  1-14.  The Parties agree  that  pursuant  to
Section 9 of the Federal Arbitration Act, a judgment of a  United
States  District Court of competent jurisdiction shall be entered
upon  the  award  made  pursuant to the  arbitration.   A  single
arbitrator, who shall have the authority to allocate the costs of
any arbitration initiated under this paragraph, shall be selected
according to the AAA Rules within ten (10) days of the submission
to  the AAA of the response to the statement of claim or the date
on  which  any  such response is due, whichever is earlier.   The
arbitrator  shall be required to furnish to the  parties  to  the
arbitration a preliminary statement of the arbitrator's  decision
that includes the legal rationale for the arbitrator's conclusion
and the calculations pertinent to any damage award being made  by
the  arbitrator.  The arbitrator shall then furnish each  of  the
parties to the arbitration the opportunity to comment upon and/or
contest   the  arbitrator's  preliminary  statement  of  decision
either, in the discretion of the arbitrator, through briefs or at
a   hearing.   The  arbitrator  shall  render  a  final  decision
following  any  such briefing or hearing.  The  arbitrator  shall
conduct  the arbitration in accordance with the Federal Rules  of
Evidence.   The arbitrator shall decide the amount and extent  of
pre-hearing discovery which is appropriate.  The arbitrator shall
have  the  power to enter any award of monetary and/or injunctive
relief  (including the power to issue permanent injunctive relief
and  also the power to reconsider any prior request for immediate
injunctive  relief  by any party and any order  as  to  immediate
injunctive  relief previously granted or denied  by  a  court  in
response to a request therefor by any party), including the power
to  render an award as provided in Rule 43 of the AAA Rules.  The
arbitrator shall have the power to award the prevailing party its
costs and reasonable attorneys' fees; provided, however, that the
arbitrator shall not award attorneys' fees to a prevailing  party
if  the  prevailing party received a settlement offer unless  the
arbitrator's award to the prevailing party is greater  than  such
settlement offer without taking into account attorneys'  fees  in
the  case of the settlement offer or the arbitrator's award.   In
addition  to  the  above  courts, the arbitration  award  may  be
enforced  in  any court having jurisdiction over the parties  and
the subject matter of the arbitration.

     11.10     Sole Remedy.
The  parties'  sole  and  exclusive  remedy  for  breach  of  any
representation,  warranty  or covenant herein  following  Closing
having  occurred  shall  be  the  indemnification  provisions  of
Article 10; provided, that nothing herein shall limit in any  way
such   party's  remedies  in  respect  of  fraud  or  intentional
misrepresentation  or omission by the other party  in  connection
herewith  or  with  the transactions contemplated  hereby  or  in
respect  of  their  willful misconduct  in  connection  with  the
transactions contemplated under this Agreement and in  connection
with  the  Merger;  and  provided further,  that  notwithstanding
anything  in  this Section to the contrary ANSYS may  pursue  the
remedies specified in Article 9 in respect of the breach  of  any
covenant therein.

     11.11     No Agreement Until Executed.
Irrespective of negotiations among the parties or the  exchanging
of  drafts of this Agreement, this Agreement shall not constitute
or  be  deemed to evidence a contract, agreement, arrangement  or
understanding  among  the parties hereto unless  and  until  this
Agreement is executed by all the parties hereto.

          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








      IN  WITNESS  WHEREOF, the parties hereto have executed  and
delivered this Agreement as of the date first set forth above.

ANSYS, INC.                             PACIFIC MARKETING AND
                                   CONSULTING, INC.


By: /s/ James E. Cashman                By: /s/ Armin Wulf

Name:     James E. Cashman                   Name: Dr. Armin Wulf

Title:    President and CEO                  Title: President


                                   By: /s/ Wayne Christopher

                                   Name: Wayne Christopher

                                   Title: Secretary


GENESISONE ACQUISITION CORPORATION


By: /s/ James E. Cashman

Name:     James E. Cashman

Title:    President


DR. ARMIN WULF, in his individual capacity



/s/ Armin Wulf
Dr. Armin Wulf


MR. STEBERL


/s/ Reimund Steberl
Reimund Steberl


     [SIGNATURE PAGE OF CLASS A AND B STOCKHOLDERS FOLLOWS]




CLASS A AND B STOCKHOLDERS:


/s/ Christine Schoefer
Christine Schoefer


/s/ Michael Hohmeyer
Michael Hohmeyer


/s/ Wayne Christopher
Wayne Christopher


/s/ Mary Jo Hamilton
Mary Jo Hamilton


/s/ Michael Salari
Michael Salari


/s/ Masoud Doroudian
Masoud Doroudian


/s/ Vijay Shah
Vijay Shah


/s/ Diane Poirier
Diane Poirier


/s/ Devendra Rajwade
Devendra Rajwade


/s/ Jan Soreide
Jan Soreide


        [SIGNATURE PAGE OF CLASS C STOCKHOLDERS FOLLOWS]



CLASS C STOCKHOLDERS:


/s/ Akila Diwakar
Akila Diwakar


/s/ Philip Diwakar
Philip Diwakar


/s/ Vladimir Griaznov
Vladimir Griaznov


/s/ Alan Magnuson
Alan Magnuson


/s/ Forest Rouse
Forest Rouse


/s/ Xiaomin Wang
Xiaomin Wang


/s/ Jieyong Xu
Jieyong Xu


/s/ Jigen Zhou
Jigen Zhou


/s/ Manfred Friedrichs
Manfred Friedrichs


/s/ Carsten Martens
Carsten Martens














Exhibit 99.1

            ANSYS to Acquire ICEM CFD Engineering

SOUTHPOINTE, PA: August 30, 2000 -- ANSYS, Inc.
(ANSS:NASDAQ), a global leader in design analysis and
optimization software, today announced that it has entered
into a definitive agreement to acquire ICEM CFD Engineering.
The up-front purchase price of approximately $12.4 million
is comprised of both cash and ANSYS common stock.  In
addition, the agreement provides for future payments
contingent upon the attainment of certain performance
criteria.  ANSYS anticipates closing the deal by the end of
August, and expects to incur one-time charges related to the
write-off of in-process research and development costs, as
well as certain acquisition-related costs.  Excluding the
effects of acquisition-related amortization and other
charges, the acquisition is expected to be accretive to
earnings within the fiscal year 2001.

James E. Cashman III, ANSYS President and CEO, stated,  "The
ICEM CFD Engineering acquisition is attractive to customers,
shareholders, and employees for its complementary
technology, growth potential, and market presence.  It is
consistent with our stated strategy of being the dominant
supplier of engineering simulation solutions.  We believe
that by leveraging ANSYS's global sales and marketing
resources with ICEM CFD Engineering's outstanding
technology, market penetration will accelerate, particularly
in high growth market segments such as electronics.  We have
been impressed with the people and commitment of ICEM CFD
Engineering and clearly our stated goal of best-in-class
products will benefit from planned deployment of shared
technologies."

Armin Wulf, founder of ICEM CFD Engineering said, "Our
technological excellence in modeling of high end
computational fluid dynamics (CFD) complements the resources
and market leadership of ANSYS in structural, thermal,
electromagnetic, and other types of physics simulation.  The
combination, we believe, will greatly strengthen ANSYS's
leadership in important fields of engineering."  Wulf
continued, "Our new association with ANSYS affords us the
tremendous opportunity to extend our solution set into new
markets, expanding our customer base and increasing our
operations as the premier integrated solver-independent
modeling environment for computer aided engineering (CAE).
We are very excited to join forces with ANSYS."

ICEM CFD Engineering is a privately held developer and
leading supplier of software for pre- and post-processing of
CFD and other high growth engineering applications.  ICEM
CFD Engineering sells these products into a variety of
market segments including the electronics, automotive, and
aerospace industries.  Major products include ICEM CFD,
which is the world's leading software specializing in CFD
modeling.  ICEM CFD Engineering also leverages its expertise
in modeling and meshing technology through several strategic
partnerships with leading OEM software suppliers in the CFD
market, which ANSYS intends to continue going forward.
During the fiscal year ended October 1999, revenue for ICEM
CFD Engineering was approximately $6.8 million.  ICEM CFD
Engineering, which will continue to be headquartered in
Berkeley, California, will operate as a separate subsidiary,
maintaining its products, sales channels, and OEM
relationships.

Some matters discussed in this news release constitute
forward-looking statements under the "safe harbor"
provisions of the Private Securities Litigation Reform Act
of 1995. The actual future results of the Company could
differ significantly from these statements.  These include
statements with respect to being the leading supplier of
engineering simulation solutions, accelerating market
penetration, being a technology leader, realizing accretion
to earnings from this acquisition, deploying shared
technologies, expanding our customer base, and closing the
acquisition, these statements are subject to various risks
and uncertainties such as our ability to successfully retain
current ICEM CFD employees, the ability of the acquired
business to maintain its current level of profitability
through the end of 2001, our ability to integrate ICEM CFD
into our business, the emergence of competitive products and
unforeseen technical issues, our ability to protect our
proprietary technology and maintain our technological lead
over competitors, and other risks and uncertainties that are
detailed from time to time in reports filed by ANSYS, Inc.
with the Securities and Exchange Commission, including
ANSYS, Inc.'s 1999 Annual Report and Form 10-K and most
recent Quarterly Report on Form 10-Q.

ANSYS, Inc. is committed to providing the most open and
flexible analysis solutions to meet customer requirements
for engineering software in today's competitive marketplace.
ANSYS, Inc. partners with leading design software suppliers
to develop state-of-the-art CAD-integrated products. A
global network of ANSYS Support Distributors provides sales,
support and training for customers. Information about ANSYS,
Inc. and its products can be found on the Worldwide Web at:
http://www.ansys.com.

Note to editors: ANSYS and DesignSpace are registered in the
U.S. Patent and Trademark Office.  All other trademarks and
registered trademarks are the property of their respective
owners.