<PAGE>




                    U. S. 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 Report (Date of earliest event reported): June 29, 1998


                                 MODACAD, INC. 
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


          California                    33-31166                 95-4145930
-------------------------------     ----------------    ------------------------
(State or other jurisdiction of        (Commission             (IRS Employer
incorporation or organization)          File Number)         Identification No.)



    3861 Sepulveda Blvd., Culver City                            90230
----------------------------------------                ------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code            (310) 751-2100   
                                                        ------------------------

                               Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 5.  Other Events

Effective June 29, 1998,  ModaCAD,  Inc.  ("ModaCAD") has amended its publishing
agreement with Broderbund Software, Inc. to provide Broderbund with an exclusive
license to the 3D Home Interiors(TM) software application.

Broderbund  made a one-time  royalty  payment to  ModaCAD  of  approximately  $2
million for the perpetual  license of 3D Home Interiors.  The exclusive  license
terms  apply only to certain  portions  of the 3D Home  Interiors  product,  not
ModaCAD's core  visualization  and digital  content  creation  technologies  and
catalogs.  ModaCAD  will also be  available  to  Broderbund  to provide  ongoing
digital content services and enhancements.  ModaCAD will continue  deploying and
pursuing new licensing  opportunities for e-commerce  content managers with both
its  digital  content  and its core  technologies  in the home  design  and home
furnishing  industries  as well as other broad  market  applications  based upon
ModaCAD's core areas of competency.

"This  license  enables  ModaCAD  to  more   efficiently   pursue  its  business
strategies.  ModaCAD  will  be  able  to  focus  its  resources  in the  content
management efforts associated with emerging  e-commerce  markets,  including the
creation and licensing of digital content in the home design and home furnishing
arenas.  At the same time,  Broderbund will be taking the  responsibility of the
efforts  associated  with the  continued  enhancement  of the 3D Home  Interiors
product line," said Maurizio Vecchione,  ModaCAD's president and chief operating
officer.

ModaCAD is rapidly becoming a premier  developer and supplier of digital content
management  technology  enabling  advanced product  visualization for electronic
commerce.  For the past 10 years it has leveraged its core,  patented  rendering
technology  into  a  variety  of  electronic  merchandising  products  primarily
targeted at the home design,  home  furnishings,  apparel and industrial  design
industries.


<PAGE>

                                    SIGNATURE

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 hereunto duly authorized.


                                                ModaCAD, INC.


Date: August 12, 1998                              By:   /s/  LEE FREEDMAN
                                                     ---------------------------
                                                     Lee Freedman
                                                     Vice President, Finance and
                                                     Chief Financial Officer
[{"type": "8-K", "sequence": "1", "description": "AMENDED AGREEMENT WITH BRODERBUND SOFTWARE, INC.", "secsgml_size_bytes": 4231}]
{"company-data": {"conformed-name": "MODACAD INC", "cik": "0001008130", "assigned-sic": "7372", "irs-number": "954145930", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28088", "film-number": "98683543"}, "business-address": {"street1": "1954 COTNER AVE", "city": "LOS ANGELES", "state": "CA", "zip": "90025", "phone": "3103129826"}, "mail-address": {"street1": "1954 COTNER AVE", "city": "LOS ANGELES", "state": "CA", "zip": "90025"}}
U. S. 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 Report (Date of earliest event reported): June 29, 1998

                                 MODACAD, INC. 
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          California                    33-31166                 95-4145930
-------------------------------     ----------------    ------------------------
(State or other jurisdiction of        (Commission             (IRS Employer
incorporation or organization)          File Number)         Identification No.)

    3861 Sepulveda Blvd., Culver City                            90230
----------------------------------------                ------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code            (310) 751-2100   
                                                        ------------------------

                               Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 5.  Other Events

Effective June 29, 1998,  ModaCAD,  Inc.  ("ModaCAD") has amended its publishing
agreement with Broderbund Software, Inc. to provide Broderbund with an exclusive
license to the 3D Home Interiors(TM) software application.

Broderbund  made a one-time  royalty  payment to  ModaCAD  of  approximately  $2
million for the perpetual  license of 3D Home Interiors.  The exclusive  license
terms  apply only to certain  portions  of the 3D Home  Interiors  product,  not
ModaCAD's core  visualization  and digital  content  creation  technologies  and
catalogs.  ModaCAD  will also be  available  to  Broderbund  to provide  ongoing
digital content services and enhancements.  ModaCAD will continue  deploying and
pursuing new licensing  opportunities for e-commerce  content managers with both
its  digital  content  and its core  technologies  in the home  design  and home
furnishing  industries  as well as other broad  market  applications  based upon
ModaCAD's core areas of competency.

"This  license  enables  ModaCAD  to  more   efficiently   pursue  its  business
strategies.  ModaCAD  will  be  able  to  focus  its  resources  in the  content
management efforts associated with emerging  e-commerce  markets,  including the
creation and licensing of digital content in the home design and home furnishing
arenas.  At the same time,  Broderbund will be taking the  responsibility of the
efforts  associated  with the  continued  enhancement  of the 3D Home  Interiors
product line," said Maurizio Vecchione,  ModaCAD's president and chief operating
officer.

ModaCAD is rapidly becoming a premier  developer and supplier of digital content
management  technology  enabling  advanced product  visualization for electronic
commerce.  For the past 10 years it has leveraged its core,  patented  rendering
technology  into  a  variety  of  electronic  merchandising  products  primarily
targeted at the home design,  home  furnishings,  apparel and industrial  design
industries.
SIGNATURE

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 hereunto duly authorized.

                                                ModaCAD, INC.

Date: August 12, 1998                              By:   /s/  LEE FREEDMAN
                                                     ---------------------------
                                                     Lee Freedman
                                                     Vice President, Finance and
                                                     Chief Financial Officer