WAIVER AND TERMINATION AGREEMENT

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                                                                    EXHIBIT 10.1



                       WAIVER AND TERMINATION OF AGREEMENT
                       -----------------------------------


         This Waiver and Termination of Agreement is made and entered into this
23rd day of November, 2005, by and between Santanu K. Das ("EMPLOYEE") and
netGuru, Inc., a Delaware corporation ("EMPLOYER").

             RECITALS

     A. Employer and Employee are parties to a Change in Control and Executive
     Retention Agreement dated as of June 1, 2005 ("RETENTION AGREEMENT").

     B. Effective November 17, 2005, Employer sold its Research Engineers
     division and STAAD product lines to Bentley Systems ("Bentley") in a
     transaction that may constitute a "Change of Control" under the terms of
     the Retention Agreement.

     C. As part of the Bentley transaction, Employee has accepted new employment
     with Bentley, and has resigned his positions with Employer.

                                     AGREEMENT

         In consideration of the foregoing and of the mutual promises made in
         this Waiver and Termination of Agreement, the parties agree as follows:

         1. TERMINATION OF RETENTION AGREEMENT. The Retention Agreement is
hereby terminated, effective immediately, and shall be of no further force and
effect.

         2. WAIVER AND RELEASE. Employee hereby waives any right he may have had
to receive compensation, benefits or payments from Employer under the Retention
Agreement, and each of the parties hereby fully releases and discharges the
other from any obligations or liabilities the other may have had to him or it
under the Retention Agreement.

         3. CIVIL CODE SS.1542. Employer and Employee each (a) represen