EXHIBIT 10

September 28, 1999


Mr. John Carradine
Vice President of Corporate Development, General Counsel
Micrografx, Inc.
505 Millenium Drive
Allen, Texas 75013

Re:  Waiver of Default on Promissory Note

Dear John:

At the request of Micrografx, Inc. ("Micrografx"), Micrografx and
Intergraph Corporation ("Intergraph") have been discussing the possibility of
restructuring the payment obligation of Micrografx with respect to that certain
Promissory Note in the principal amount of $2,500,000 and payable to Intergraph
which has been in default since September 1, 1999.

The Promissory Noted originally formed a part of the consideration
tendered by Micrografx in connection with the closing of the merger (the
"Merger") and other transactions contemplated by that certain Agreement and Plan
of Merger dated as of April 15, 1999 between and among Micrografx, Intercap
Acquisition, Inc. and InterCAP Graphics Systems, Inc. ("InterCAP") and
Intergraph (the "Merger Agreement").

Since the closing of the transactions contemplated by the Merger
Agreement, Micrografx has asserted a number of claims relating to, arising out
of or in connection with the consummation of the Merger as we as transactions
occurring prior to the effective date of the Merger.

The following provisions set forth Intergraph's understanding of the
terms to which the Micrografx and Intergraph have agreed relating to the waiver
of the currently existing Promissory Note default, the release and waiver of
certain possible or threatened claims of Micrografx or its affiliates relating
to, arising out of, or connected with the transactions contemplated by the
Merger Agreement, and the restructuring of the payment and interest obligations
of Micrografx under the Promissory Note.

1.   Micrografx   will  make  a  payment  to  Intergraph  by  wire  transfer  of
     $1,361,718.70, which amount includes a principal reduction of $1,250,000.00
     together with accrued and unpaid interest of $110,364.58  (which amount has
     been  calculated on the basis of 4.5 months of interest at  $20,312.50  per
     month plus 28/30ths of a month's  interest for  September) on the principal
     balance  of  $2,500,000  for the  period  from  April 16,  1999 to the date
     hereof.

2.   Micrografx  will  immediately  deliver to  Intergraph  the  InterCAP  stock
     certificate issued in Micrografx's name and reflecting its ownership of all
     of the issued and outstanding common stock of InterCAP.

3.   Micrografx   knowingly  and   voluntarily   agrees  to  fully,   expressly,
     unconditionally  and  irrevocably  release  Intergraph  and its current and
     former   subsidiaries,   affiliates,   shareholders,   agents,   attorneys,
     directors,  officers  employees,  insurers,  predecessors,  successors  and
     assigns   (collectively,   the  Intergraph   Parties")  from,  without  any
     limitation, any and all claims, warranties, demands, debts, costs, expenses
     including  attorneys' fees), causes of action,  judgments,  liabilities and
     obligations of any kind whatsoever  which  Micrografx or its affiliates may
     have had, may now have,  or may  hereafter  have or claim to have,  whether
     known or unknown, against any of the Intergraph Parties, or all of them, in
     connection  with,  arising out of or relating to: (i) Section 3.3(c) of the
     Merger Agreement;  and (ii) the issues, matters and points addressed in the
     memorandum  dated September 8,

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     1999 from John M. Carradine to John Wilhoite of  Intergraph,  a copy
     of which  is  attached  hereto  as  Exhibit  A. For purposes of this
     release,  Micrografx  acknowledges  that it may hereafter
     discover facts different from or in addition to those which it now knows or
     believes  to be true and agrees  that in such  event,  this  release  shall
     nevertheless be and remain  effective in all respects.  Micrografx  further
     represents  and  warrants  that  as of the  execution  hereof,  it has  not
     assigned or transferred, or purported to assign or transfer, any claim that
     is released pursuant to this release.

4.   Micrografx, on behalf of itself and its affiliates, hereby acknowledges and
     affirms the validity and  enforceability  of the license agreement dated as
     of March 1999 between InterCAP and Intergraph.

5.   Intergraph  hereby waives the existing  default on the Promissory  Note and
     hereby  amends  the  Promissory  Note to  reflect  a  restated  outstanding
     principal amount of $1,250,000,  a restated  interest rate of 10.5 per cent
     per annum accruing from and including September 28, 1999 and a new due date
     of October 28, 1999.  Intergraph hereby waives and relinquishes any and all
     rights  accruing  to  it  under  section  4 of  that  certain  Subordinated
     Convertible  Debenture  (the  "Debenture"),  dated  April 16,  1999 made by
     Micrografx  to  the  order  of  Intergraph  that  would  otherwise   permit
     Intergraph  to  accelerate  the  maturity  of the  Debenture  based upon or
     arising out of the  occurrence  of the existing  default on the  Promissory
     Note or the Pledge  Agreement  (as  defined  below)  (insofar  as a default
     exists under the Pledge Agreement as a result of the existing default under
     the Promissory Note) and Intergraph agrees that it shall not be entitled to
     accelerate  the maturity  date of the  Debenture  or  otherwise  proceed to
     collect the same based upon such defaults which are hereby waived, it being
     intended that the Debenture shall remain due and payable in accordance with
     the  provisions  of  sections 1 and 2 thereof  and that all other terms and
     conditions  of the  Debenture  shall  remain  in  full  force  and  effect;
     provided, however, such waiver of the existing default under the Promissory
     Note (and the  related  waiver of the  default  existing  under the  Pledge
     Agreement as a result of the existing  default under the  Promissory  Note)
     shall not extend to any future  default of the  Promissory  Note as amended
     hereby, or the Pledge Agreement,  arising after the date hereof. Intergraph
     further  waives any and all  defaults or events of default  existing  under
     that certain Pledge and Security  Agreement (the "Pledge  Agreement") dated
     as of April 16, 1999 by and among  Intergraph  and  Micrografx,  insofar as
     such  defaults  or events  of  default  arise out of or are based  upon the
     existing  default on the  Promissory  Note,  and by reason of such  waiver,
     agrees to release all remedies  available to it under the Pledge  Agreement
     based  upon such  default or events of  default;  provided,  however,  such
     waiver shall not extend to any defaults  arising under the Pledge Agreement
     arising after the date hereof

If Micrografx is in agreement with the foregoing, no later than 2:00
P.M. C.S.T. on September 28, 1999, please (i) execute a copy of this letter and
deliver such executed letter by facsimile, with originals to follow by overnight
courier to: John W. Wilhoite, Intergraph Corporation, One Madison Industrial
Park, Huntsville, Alabama 35984-0001, telephone (256)730-2637, facsimile (256)
730-2048 and (ii) pay $1,361,718.70 by wire transfer to:

Norwest Bank Minnesota NA
Minneapolis, MN 55479
Bank ABA# 0910-0001-9
Account Name: Intergraph Corporation
Account Number # 635504-2493



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This letter shall be treated as a written modification and amendment of
the Promissory Note. Should Micrografx desire to cancel the existing Promissory
Note in connection with a concurrent issuance of a replacement note reflecting
the amended and modified terms, please notify me and arrange to make delivery of
an executed replacement note. Upon receipt of the replacement note, Intergraph
will promptly return the Promissory Note to Micrografx for cancelation.

Sincerely,

INTERGRAPH CORPORATION

By:  /s/ JOHN W. WILHOITE
     --------------------
     John W. Wilhoite
     Executive Vice President

Agreed and accepted this 28th day of September, 1999

MICROGRAFX, INC.

By:  /s/ JOHN CARRADINE
     ------------------
Name: John Carradine
Title: Chief Financial Officer

cc:      Craig A. Parker, Esq.
         L. Steven Leshin, Esq.




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