EXHIBIT 10.1

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                               SILICON VALLEY BANK
                           SPECIALTY FINANCE DIVISION

                     ACCOUNTS RECEIVABLE FINANCING AGREEMENT

This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the "Agreement"), dated as of
MARCH 21, 2000 is between Silicon Valley Bank, Specialty Finance Division of
("Bank"), and MICROGRAFX, INC., a Texas corporation, whose address is 505
Millennium Drive, Allen, Texas 75013 and with a FAX number of (214) 495-4053,
MICROGRAFX INTERACTIVE, INC., a Delaware corporation, whose address is 505
Millennium Drive, Allen, Texas 75013 and with a FAX number of (214) 495-4053 and
INTERCAP GRAPHICS SYSTEMS, INC., a Delaware corporation, whose address is 116
Defense Highway, Annapolis, Maryland 21401 and with a FAX number of (301)
261-8358. MICROGRAFX, INC., MICROGRAFX INTERACTIVE, INC., and INTERCAP GRAPHICS
SYSTEMS, INC. are jointly and severally referred to herein as "Borrower").

1.       DEFINITIONS.  In this Agreement:
         -----------

"ACCOUNT DEBTOR" is defined in the California and Texas Uniform
Commercial Code and shall include any person liable on any Financed Receivable,
such as, a guarantor of the Financed Receivable and any issuer of a letter of
credit or banker's acceptance.

"ACCOUNTS" are all existing and later arising accounts, contract rights,
and other obligations owed Borrower in connection with its sale or lease of
goods (including licensing software and other technology) or provision of
services, all credit insurance, guaranties, other security and all merchandise
returned or reclaimed by Borrower and Borrower's Books relating to any of the
foregoing.

"ADJUSTMENTS" are all discounts, allowances, returns, disputes,
counterclaims, offsets, defenses, rights of recoupment, rights of return,
warranty claims, or short payments, asserted by or on behalf of any Account
Debtor for any Financed Receivable.

"ADVANCE" is defined in Section 2.2.

"ADVANCE RATE" is 80% with respect to receivables that Bank finances
where the Account Debtor is an OEM or end user, net of deferred revenue and
offsets related to each specific Account Debtor. Notwithstanding the foregoing,
Bank will not net out deferred at Bank's discretion. The Advance Rate with
respect to receivables the Bank finances where the Account Debtor is a
Distributor or Reseller is to be determined by the Bank at the time of each
Advance, subject to Bank's review of Borrower's sell through reports..

"APPLICABLE RATE" is a rate per annum equal to the "Prime Rate" plus
3.00 percentage points.

"BORROWER'S BOOKS" are all of Debtor's books, records, data, plans,
manuals, computer software, computer tapes, computer systems, computer disks,
computer programs, source codes and object codes containing any information,
pertaining directly or indirectly to any of the Collateral and all rights of
Debtor to retrieve data and other information pertaining directly or indirectly
to the Collateral from third parties, whether now existing or hereafter arising.

"BUSINESS DAY" means any day when Bank is open for business, other than
Saturday, Sunday or any other day on which banks in California are not open for
business.

"CODE" is the California or Texas Uniform Commercial Code.

"COLLATERAL" consists of all of Borrower's right, title and interest in
and to goods, equipment, inventory, fixtures, accounts, chattel paper,
instruments, documents, investment property, rights to proceeds of written
letters of credit, cash, deposit accounts, intellectual property, copyright
rights, applications and registrations, trade secrets, trademarks and trade
names, and all other property described in the attached as Exhibit "A".

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"COLLATERAL HANDLING FEE" is defined in Section 3.4.

"COLLECTIONS" are all funds received by Bank from or on behalf of an
Account Debtor for Financed Receivables.

"COMPLIANCE CERTIFICATE" is attached as Exhibit "B".

"EVENT OF DEFAULT" is defined in Section 9.

"FACILITY" is an extension of credit by Bank to Borrower in order to
finance receivables with an aggregate Account Balance not exceeding the Facility
Amount.

"FACILITY AMOUNT" is $3,000,000.00.

"FACILITY FEE" is defined in Section 3.3.

"FACILITY PERIOD" is the period beginning on this date and continuing
until MARCH 21, 2001, unless the period is terminated sooner by Bank with notice
to Borrower or by Borrower under Section 3.5.

"FINANCE CHARGES" is defined in Section 3.2.

"FINANCED RECEIVABLES" is accounts, receivables, chattel paper,
instruments, contract rights, documents, general intangibles, letters of credit,
drafts, bankers acceptances, and rights to payment, and all proceeds, including
their proceeds (collectively "receivables"), which Bank finances and makes an
Advance with respect to. A Financed Receivable stops being a Financed Receivable
(but remains Collateral) when the Advance made for the Financed Receivable has
been finally paid.

"FINANCED RECEIVABLE BALANCE" is the total outstanding amount, at any
time, of all Financed Receivables.

"GUARANTOR" means any guarantor of the Obligations.

"INELIGIBLE RECEIVABLE" is any accounts receivable:

(A)      that is unpaid (90) calendar days after the invoice date; or
(B)      that is owed by an Account Debtor that has filed, or has had filed
         against it, any bankruptcy case, assignment for the benefit of
         creditors, receivership, or Insolvency Proceeding or who has become
         insolvent (as defined in the United States Bankruptcy Code) or who is
         generally not paying its debts as they become due; or

(C)      for which there has been any breach of warranty or  representation  in
         Section 6 or any breach of any covenant in this Agreement; or

(D)      for which the Account Debtor asserts any discount, allowance, return,
         dispute, counterclaim, offset, defense, right of recoupment, right of
         return, warranty claim, or short payment.

"INSOLVENCY PROCEEDING" are proceedings by or against any person under the
United States Bankruptcy Code, or any other bankruptcy or insolvency law,
including assignments for the benefit of creditors, compositions, extensions
generally with its creditors, or proceedings seeking reorganization,
arrangement, or other relief.

"INVOICE TRANSMITTAL" shows accounts receivables which Bank may finance
and, for each receivable, includes the Account Debtor's, name, address, invoice
amount, invoice date and invoice number and is signed by Borrower's authorized
representative.

"LOCKBOX" is described in Section 6.2.

"MINIMUM AMOUNT" is the minimum intended use of the Facility, which is
$10,000.00.

"OBLIGATIONS" are all advances, liabilities, obligations, covenants and
duties owing, arising, due or payable by Borrower to Bank now or hereinafter
arising under this Agreement or


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any other document, instrument or agreement, account (including those
acquired by assignment) primary or secondary, such as all Advances, Finance
Charges, Administrative Fees, interest, fees, expenses, professional fees and
attorneys' fees or other.

"PREPAYMENT FEE" is defined is Section 3.5.

"PRIME RATE" is Bank's most recently announced "prime rate," even if it is
not Bank's lowest rate.

"RECONCILIATION DATE" is the last day of each Reconciliation Period.

"RECONCILIATION PERIOD" is each calendar month.

2.       FINANCING OF ACCOUNTS RECEIVABLE.
         --------------------------------

     2.1. REQUEST FOR ADVANCES.  During the Facility Period,  Borrower may offer
          accounts  receivable  to Bank,  if  there is not an Event of  Default.
          Borrower  will  deliver  an  Invoice  Transmittal  for  each  accounts
          receivable  it  offers.  Bank may rely on  information  on or with the
          Invoice Transmittal.

     2.2. ACCEPTANCE  OF ACCOUNTS  RECEIVABLE.  Bank is not obligated to finance
          any accounts receivable.  Bank may approve any Account Debtor's credit
          before buying any receivable.  When Bank accepts a receivable, it will
          pay Borrower the Advance Rate times the face amount of the  receivable
          (the  "Advance").  Bank  may,  in  its  sole  discretion,  change  the
          percentage  of the  Advance  Rate.  When Bank  makes an  Advance,  the
          receivable becomes a "Financed  Receivable." All  representations  and
          warranties  in  Section  6 must be true as of the date of the  Invoice
          Transmittal  and of the Advance,  and no Event of Default shall exist,
          or would occur as a result of the Advance. The aggregate amount of all
          Financed  Receivables  outstanding  at any  time  may not  exceed  the
          Facility Amount.

3.       COLLECTIONS, FINANCE CHARGES, REMITTANCES AND FEES.
         --------------------------------------------------
The Obligations shall be subject to the following fees and Finance Charges.
Fees and Finance Charges may, in Bank's sole discretion, be charged as an
Advance, and shall thereafter accrue fees and Finance Charges as described
below. Bank may, in its sole discretion, charge fee and Finance Charges to
Borrower's deposit account maintained with Bank.

     3.1. COLLECTIONS.  Collections will be credited to the Financed Receivables
          Balance,  but  if  there  is an  Event  of  Default,  Bank  may  apply
          Collections  to the  Obligation  in any  order  it  chooses.  If  Bank
          receives a payment for both  Financed  Receivable  and a non  Financed
          Receivable, the funds will first be applied to the Financed Receivable
          and, if there is not an Event of Default,  the excess will be remitted
          to the Borrower, subject to Section 3.8.

     3.2. FINANCE CHARGES. In computing Finance Charges on the Obligations,  all
          checks and other items of payment received by Bank (including proceeds
          of Financed  Receivables  and payment of Obligations in full) shall be
          deemed  applied  by Bank  on  account  of the  Obligations  THREE  (3)
          BUSINESS DAYS after receipt by Bank of  immediately  available  funds.
          Borrower  will pay a finance  charge  (the  "Finance  Charge") on each
          Reconciliation  Date.  Which is the greater of (i) the Applicable Rate
          times  the  number  of days in the  Reconciliation  Period  times  the
          outstanding   average  daily  Financed  Receivable  Balance  for  that
          Reconciliation Period or (ii) the Minimum Amount.

     3.3. FACILITY  FEE.  A  fully  earned,   non-refundable   facility  fee  of
          $15,000.00 is due on execution of this Agreement.

     3.4. COLLATERAL  HANDLING  FEE.  Borrower  will  pay to  Bank a  collateral
          handling fee each  Reconciliation Date equal to .375% per month of the
          average  daily  Financed  Receivable  Balance  outstanding  during the
          applicable Reconciliation Period

     3.5. PREPAYMENT FEE. If Borrower prepays the Obligations and terminates the
          Facility  within six months from the date of this  Agreement,  a fully
          earned,   non-refundable  prepayment  fee  of  $30,000.00  is  due  on
          voluntary or involuntary  full payment of the  Obligations  unless the
          Obligations  are  paid in full  from an  initial  advance  from a loan
          arrangement with Bank.

     3.6. ACCOUNTING.  After  each  Reconciliation  Period,  Bank  will  send an
          accounting  of  the  transactions  for  that  Reconciliation   Period,
          including  the amount of all Financed  Receivables,  all  Collections,
          Adjustments,  Finance  Charges,  the  Collateral  Handling Fee and the
          Administrative  Fee. If Borrower does not object to the  accounting in
          writing within


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          30 days it is considered  correct.  All Finance Charges
          and other interest and fees  calculated on the basis of a 360 day year
          and actual days elapsed.

     3.7. DEDUCTIONS.  Bank may deduct fees,  finance  charges and other amounts
          due from any Advances made or Collections received by Bank.

     3.8  ACCOUNT COLLECTION SERVICES.  Certain Account Debtors may require that
          all Borrower's  receivables be paid to the same  address/or  party and
          Borrower  and Bank may agree.  If Bank  collects all  receivables  and
          there is not an Event of Default or an event that with notice or lapse
          of time will be an Event of Default, within THREE (3) BUSINESS DAYS of
          receipt of those collections,  Bank will give Borrower the receivables
          collections   it  receives  for   receivables   other  than   Financed
          Receivables  and/or amounts in excess of the amount for which Bank has
          made an Advance  to  Borrower,  less any  amount due to Bank,  such as
          Finance Charges,  expenses or otherwise.  This Section does not impose
          any  affirmative  duty on Bank to do any act  other  than to turn over
          amounts.  All  receivables  and  collections  are Collateral and if an
          Event of Default occurs, Bank need not remit collections of Collateral
          and may apply them to the Obligations.

4.       REPAYMENT OF OBLIGATIONS.
         ------------------------

     4.1. REPAYMENT  ON  MATURITY.  Borrower  will  repay  each  Advance  on the
          earliest  of: (a)  payment of the  Financed  Receivable  in respect to
          which the Advance was made,  (b) the  Financed  Receivable  becomes an
          Ineligible Receivable, (c) when any Adjustment is made to the Financed
          Receivable  (but only to the extent of the  Adjustment if the Financed
          Receivable is not otherwise an Ineligible  Receivable and (d) the last
          day of the Facility  Period  (including any early  termination).  Each
          payment will also include all accrued Finance Charges on the Advance.

     4.2. REPAYMENT  ON EVENT OF  DEFAULT.  When  there is an Event of  Default,
          Borrower  will,  if Bank  demands  (or,  in an Event of Default  under
          Section 9(B),  immediately  without  notice or demand from Bank) repay
          all of the  Advances.  The demand may, at Bank's  option,  include the
          Advance for each Financed  Receivable then outstanding and all accrued
          Finance Charges,  Collateral Handling Fees, attorneys and professional
          fees, court costs and expenses, and any other Obligations.

5.       POWER OF ATTORNEY.
         -----------------

Borrower irrevocably appoints Bank and its successors and assigns it
attorney-in-fact and authorizes Bank, regardless of whether there has been an
Event of Default, to:

(A)      sell, assign, transfer,  pledge,  compromise,  or discharge all or any
         part of the Financed Receivables:

(B)      demand, collect, sue, and give releases to any Account Debtor for
         monies due and compromise, prosecute, or defend any action, claim, case
         or proceeding about the Financed Receivables, including filing a claim
         or voting a claim in any bankruptcy case in Bank's or Borrower's name,
         as Bank chooses:

(C)      prepare, file and sign Borrower's name on any notice, claim,
         assignment, demand, draft, or notice of or satisfaction of lien or
         mechanics' lien or similar document;

(D)      notify all Account Debtors to pay Bank directly;

(E)      receive, open, and dispose of mail addressed to Borrower;

(F)      endorse Borrower's name on check or other instruments;

(G)      execute on Borrower's  behalf any  instruments,  documents,  financing
         statements to perfect Bank's interests in the Financed Receivables and
         Collateral; and

(H)      do all acts and things necessary or expedient.

6.       REPRESENTATIONS, WARRANTIES AND COVENANTS.
         -----------------------------------------

     6.1.REPRESENTATIONS  AND WARRANTIES.  Borrower represents and warrants for
         each Financed Receivable:

(A)      It is the owner with legal right to sell, transfer and assign it;


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(B)      The correct amount is on the Invoice Transmittal and is not disputed;

(C)      Payment is not  contingent  on any  obligation  or contract and it has
         fulfilled all its obligations as of the Invoice Transmittal date;

(D)      It is based on an actual sale and delivery of goods and/or services
         rendered, due to Borrower, it is not past due or in default, has
         not been previously sold, assigned, transferred, or pledged and is
         free of any liens, security interests and encumbrances;

(E)      There are no asserted or known defenses, offsets, counterclaims or
         agreements for which the Account Debtor has claimed or may claim
         any deduction or discount;

(F)      It  reasonably  believes no Account  Debtor is insolvent or subject to
         any Insolvency Proceedings;

(G)      There are no actions or proceedings pending by or against Borrower
         before any court or administrative agency in which an adverse
         decision could have a material adverse effect on Borrower or the
         Collateral. Borrower does not have knowledge of any such pending or
         threatened actions or proceedings. Borrower will promptly notify
         Bank in writing if any action, proceeding or governmental
         investigation, involving Borrower is commenced that may result in
         damages or costs to Borrower of Ten Thousand Dollars ($10,000) or
         more.

(H)      Bank has the right to endorse and/ or require Borrower to endorse
         all payments received on Financed Receivables and all proceeds of
         Collateral.

(I)      No representation, warranty or other statement of Borrower in any
         certificate or written statement given to Bank contains any untrue
         statement of a material fact or omits to state a material fact
         necessary to make the statement contained in the certificates or
         statement not misleading.

   6.1.1 ADDITIONAL  REPRESENTATION  AND  WARRANTIES.  Borrower  represents and
          warrants as follows:

(A)      Borrower is duly existing and in good standing in its state of
         formation and qualified and licensed to do business in, and in
         good standing in, any state in which the conduct of its business
         or its ownership of property requires that it be qualified. The
         execution, delivery and performance of this Agreement has been
         duly authorized, and do not conflict with Borrower's formations
         documents, nor constitute an Event of Default under any material
         agreement by which Borrower is bound. Borrower is not in default
         under any agreement to which or by which it is bound.

(B)      Borrower has good title to the Collateral. All inventory is in all
         material respects of good and marketable quality, free from
         material defects.

(C)      Borrower is not an "investment  company" or a company  "controlled" by
         an "investment  company" under the Investment Company Act. Borrower is
         not engaged as one of its important activities in extending credit for
         margin stock (under  Regulations T and U of the Federal  Reserve Board
         of  Governors).  Borrower  has  complied  with the Federal  Fair Labor
         Standards  Act.  Borrower  has not violated  any laws,  ordinances  or
         rules.  None of  Borrower's  properties  or  assets  has been  used by
         Borrower, to the best of Borrower's knowledge, by previous persons, in
         disposing, producing, storing, treating, or transporting any hazardous
         substance  other than legally.  Borrower has timely filed all required
         tax returns and paid,  or made  adequate  provision to pay, all taxes.
         Borrower has obtained all consents,  approvals and  authorizations of,
         made all  declarations  or filings with, and given all notices to, all
         government  authorities that are necessary to continue its business as
         currently conducted.

     6.2.AFFIRMATIVE COVENANTS.  Borrower will do all of the following:

(A)      Maintain its corporate existence and good standing in its
         jurisdictions of incorporation and maintain its qualification in
         each jurisdiction necessary to Borrower's business or operations.

(B)      Give Bank at least 10 days  prior  written  notice of  changes  to its
         name, organization, chief executive office or location of records.

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(C)      Pay all its taxes including gross payroll, withholding and sales
         taxes when due and will deliver satisfactory evidence of payment if
         requested, provided that Borrower need not make any payment if the
         amount or validity of the payment is contested in good faith by
         appropriate proceedings and is reserved against (to the extent
         required by GAAP) by Borrower.

(D)      Upon Bank's request, provide a written report setting forth each
         Payment of any Financed Receivable that does not occur by its Due
         Date and the reasons for the delay. The written report shall be
         delivered to Bank within 5 calendar days of Bank's request.

(E)      Give Bank copies of all Forms 10-K, 10-Q and 8-K (or equivalents)
         within 5 days of filing with the Securities and Exchange
         Commission, while any Financed Receivable is outstanding.

(F)      Provide Bank with, as soon as available, but in no event later than
         thirty (30) calendar days following each Reconciliation Period, a
         company prepared balance sheet and income statement, prepared under
         GAAP, consistently applied, covering Borrower's operations during
         the period together with an aged listing of accounts receivable and
         accounts payable.

(G)      Execute any further instruments and take further action as Bank
         requests to perfect or continue Bank's security interest in the
         Collateral or to effect the purposes of this Agreement.

(H)      Provide  Bank with a Compliance  Certificate  no later than 5 calendar
         days following each quarter end or as requested by Bank.

(I)      Immediately  notify,  transfer  and  deliver  to Bank all  collections
         Borrower receives for Financed Receivables.

(J)      Direct each Account Debtor to make Payments to a lockbox  account with
         Bank or to wire transfer Payments to Bank.

(K)      Borrower  will allow Bank to audit  Borrower's  Accounts at Borrower's
         expense no later than 90 days of the  execution of this  Agreement and
         semi-annually thereafter.

(L)      Provide  Bank with a sell  through and  deferred  revenue  report upon
         request.

     6.3 NEGATIVE COVENANTS.  Borrower will not do any of the following without
         Bank's prior written consent:

(A)      Assign, transfer, sell or grant, or permit any lien or security
         interest in the Collateral that will prime, impair or compromise
         any or all of Bank's rights, title and interest in and to any of
         the Collateral.

(B)      Convey, sell, lease,  transfer or otherwise dispose of the Collateral,
         except in the ordinary course of its business.

(C)      Create, incur, assume, or otherwise become liable, either directly
         or indirectly, for any indebtedness, except for (i) indebtedness
         owed to Bank, (ii) normal trade debts incurred in the ordinary
         course of its business and (iii) the Subordinated Convertible
         Debenture granted by Micrografx, Inc to Intergraph Corporation on
         or about April 16, 1999.

(D)      Become an "investment company" or a company controlled by an
         "investment company," under the Investment Company Act of 1940 or
         undertake as one of its important activities extending credit to
         purchase or carry margin stock, or use the proceeds of any Advance
         for that purpose; fail to meet the minimum funding requirements of
         ERISA, permit a Reportable Event or Prohibited Transaction, as
         defined in ERISA, to occur; fail to comply with the Federal Fair
         Labor Standards Act or violate any other law or regulation, or
         permit any of its subsidiaries to do so.

7.       ADJUSTMENTS.
         -----------

If any  Account  Debtor  asserts a  discount,  allowance,  return,  offset,
defense,  warranty claim, or the like (an  "Adjustment") or if Borrower breaches
any of the  representations,  warranties  or covenants  set forth in Section 6.,
Borrower will promptly advise Bank. Borrower will resell any rejected, returned,
or recovered personal property for Bank, at Borrower's expense, and pay proceeds
to Bank. While Borrower has returned goods that are

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Bank property, Borrower will segregate and mark them "property of Silicon
Valley Bank." Bank owns the Financed Receivables and until receipt of payment,
has the right to take possession of any rejected, returned, or recovered
personal property.

8.       SECURITY  INTEREST.
         ------------------

Borrower grants to Bank a continuing security interest in all presently and
later  acquired  Collateral.  Any  security  interest  will be a first  priority
security interest in the Collateral.

9.       EVENTS OF DEFAULT.
         -----------------

Any one or more of the following is an Event of Default.

(A)      Borrower fails to pay any amount owed to Bank when due;

(B)      Borrower files or has filed against it any  Insolvency  Proceedings or
          any  assignment  for the benefit of  creditors,  or  appointment  of a
          receiver or custodian for any of its assets;

(C)      Borrower  becomes  insolvent or is  generally  not paying its debts as
         they become due or is left with unreasonably small capital;

(D)      Any involuntary lien, garnishment, attachment attaches to the Financed
         Receivables or any Collateral;

(E)      Borrower breaches any covenant, agreement, warranty, or representation
         and does not cure it to Bank's satisfaction within 10 calendar days;
         but a breach that cannot be cured is an immediate Event of Default;

(F)      Borrower is in default under any document, instrument or agreement
         evidencing any debt, obligation or liability in favor of Bank, its
         affiliates or vendors regardless of whether the debt, obligation or
         liability is direct or indirect, primary or secondary, or fixed or
         contingent;

(G)      An event of default occurs under any Guaranty of the Obligations or any
         material provision of any Guaranty is not valid or enforceable or a
         Guaranty is repudiated or terminated;

(H)      A material default or event of default occurs under any agreement
         between Borrower and any creditor of Borrower that signed a
         subordination agreement with Bank;

(I)      Any  creditor  that has  signed a  subordination  agreement  with Bank
         breaches any terms of the subordination agreement; or

(J)      (i) A material impairment in the perfection or priority of the Bank's
         security interest in the Collateral; (ii) a material adverse change in
         the business, operations, or conditions (financial or otherwise) of the
         Borrower occurs; or (iii) a material impairment of the prospect of
         repayment of any portion of the Advances occurs.

10.      REMEDIES.
         --------

    10.1.REMEDIES UPON DEFAULT.  When an Event of Default occurs,  (1) Bank may
         stop  financing  receivables or extending  credit to Borrower;  (2) at
         Banks option and on demand,  all or a portion of the  Obligations  or,
         for to an Event of Default  described in Section  9(B),  automatically
         and  without  demand,  are due and  payable in full;  (3) apply to the
         Obligations  any (i) balances  and deposits of Borrowers it holds,  or
         (ii) any amount held by Bank owing to or for the credit or the account
         of Borrower;  and (4) Bank may exercise all rights and remedies  under
         this Agreement and the law,  including  those of a secured party under
         the Code,  power of attorney  rights in Section 5 for the  Collateral,
         and the right to collect,  dispose of, sell,  lease,  use, and realize
         upon all Financed Receivables and Collateral in any commercial manner.
         Borrower  agrees  that  any  notice  of sale  required  to be given to
         Borrower is if given at least five days before the sale may be held.

    10.2.DEMAND WAIVER.  Borrower waives demand, notice of default or dishonor,
         notice of payment and nonpayment, notice of any default, nonpayment at
         maturity, release,  compromise,  settlement,  extension, or renewal of
         accounts, documents,  instruments,  chattel paper, and guaranties held
         by Bank on which Borrower is liable.

    10.3.DEFAULT  RATE.  If any amount is not paid when due,  the amount  bears
         interest at the Applicable Rate plus five percent until the earlier of
         (a)  payment in good funds or (b) entry of a final  judgment  when the
         principal  amount of any money  judgment  will accrue  interest at the
         highest rate allowed by law.


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11.      FEES, COSTS AND EXPENSES.
         ------------------------

The Borrower  will pay on demand all fees,  costs and  expenses  (including
attorneys'  and  professionals  fees with costs and  expenses)  that Bank incurs
from: (a) preparing, negotiating, administering, and enforcing this Agreement or
related  agreement,  including  any  amendments,  waivers or  consents,  (b) any
litigation or dispute relating to the Financed Receivables, the Collateral, this
Agreement or any other  agreement,  (c) enforcing any rights against Borrower or
any guarantor,  or any Account Debtor,  (d) protecting or enforcing its interest
in the Financed  Receivables  or other  Collateral,  (e) collecting the Financed
Receivables  and the  Obligations,  and (f) any  bankruptcy  case or  insolvency
proceeding  involving Borrower,  any Financed  Receivable,  the Collateral,  any
Account Debtor, or any Guarantor.

12.      CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER.
         ------------------------------------------

    12.1.CHOICE OF LAW,  CHOICE OF VENUE.  This Agreement shall be governed by,
         and  construes in accordance  with,  the internal laws of the State of
         California, without regard to principles of conflicts of law. Borrower
         accepts   for  itself   and  in   connection   with  its   properties,
         unconditionally,  the  exclusive  jurisdiction  of Santa Clara County,
         State of  California  in any action,  suit,  or proceeding of any kind
         against  it  which  arises  out of or by  reason  of  this  Agreement.
         Borrower  acknowledges  that this  Agreement  has been applied for and
         accepted   in  the  State  of   California.   Additionally,   Borrower
         acknowledges  that any and all Advances  hereunder  shall be made from
         the Bank's  offices in California  and any and all payments to be made
         by  Borrower  hereunder  shall  be  delivered  to  Bank's  offices  in
         California.

     /S/JMC BORROWER'S INITIALS
     ------

    12.2.JURY TRIAL WAIVER.

         BORROWER  AND BANK EACH WAIVE  THEIR  ESPECTIVE  RIGHTS TO A JURY
         TRIAL  OF ANY  CLAIM OR CAUSE  OF  ACTION  ARISING  OUT OF ANY OF THIS
         AGREEMENT OR ANY CONTEMPLATED TRANSACTIONS. EACH PARTY RECOGNIZES THAT
         THIS  WAIVER  IS A  MATERIAL  INDUCEMENT  FOR IT TO  ENTER  INTO  THIS
         AGREEMENT. EACH PARTY REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH
         COUNSEL AND THAT IT  KNOWINGLY  AND  VOLUNTARILY  WAIVES IT JURY TRAIL
         RIGHTS.

     /S/JMC BORROWER'S INITIALS
     ------

    12.3.COUNTER SIGNATURE.  This Agreement shall become effective only when it
         shall have been executed by Borrower and Bank (provided,  however,  in
         no event shall this  Agreement  become  effective  until  signed by an
         officer of Bank in California).

13.      NOTICES.
         -------

Unless otherwise provided in this Agreement, all notices or demands
by any party relating to this Agreement or any other agreement entered into in
connection herewith shall be in writing and (except for financial statements and
other informational documents which may be sent by first-class mail, postage
prepaid) shall be personally delivered or sent by a recognized overnight
delivery service, certified mail, postage prepaid, return receipt requested, or
by telefacsimile to Borrower or to Bank, as the case may be, at its addresses
set forth below:

         If to Borrower MICROGRAFX, INC.

                           505 Millennium Drive

                           Allen, TX 75013
                           Attn: Chief Financial Officer

                           FAX: (214) 495-4053


         and to   MICROGRAFX INTERACTIVE, INC.
                  505 Millennium Drive

                  Allen, TX 75013
                  Attn: Chief Financial Officer

                  FAX: (214) 495-4053

         and to   INTERCAP GRAPHICS SYSTEMS, INC.
                  116 Defense Highway

                  Annapolis, MD 21401
                  Attn: Chief Financial Officer

                  FAX: (301) 261-8358



                                       8
<PAGE>


         If to Bank        Silicon Valley Bank

                           3003 Tasman Drive

                           Santa Clara, CA 95054-1191
                           Attn: Credit Manager

                           FAX: (408) 980-6410

14.      SUBROGATION AND SIMILAR RIGHTS.
         ------------------------------

Notwithstanding  any other  provision  of this  Agreement or any other Loan
Document, each Borrower irrevocably waives all rights that it may have at law or
in equity (including,  without  limitation,  any law subrogating the Borrower to
the  rights  of  Bank   under  the  Loan   Documents)   to  seek   contribution,
indemnification,  or any other form of reimbursement from any other Borrower, or
any other Person now or hereafter primarily or secondarily liable for any of the
Obligations,  for  any  payment  made  by  the  Borrower  with  respect  to  the
Obligations  in connection  with the Loan  Documents or otherwise and all rights
that it might have to benefit from, or to  participate  in, any security for the
Obligations  as a result of any payment made by the Borrower with respect to the
Obligations in connection  with the Loan  Documents or otherwise.  Any agreement
providing for indemnification, reimbursement or any other arrangement prohibited
under this Section  shall be null and void. If any payment is made to a Borrower
in contravention of this Section, such Borrower shall hold such payment in trust
for Bank and such payment shall be promptly delivered to Bank for application to
the Obligations, whether matured or unmatured.

15.      WAIVERS OF NOTICE.
         -----------------

Each Borrower waives notice of acceptance hereof;  notice of the existence,
creation  or  acquisition  of any of the  Obligations;  notice  of an  Event  of
Default; notice of the amount of the Obligations outstanding at any time; notice
of intent to accelerate; notice of acceleration; notice of any adverse change in
the  financial  condition of any other  Borrower or of any other fact that might
increase the  Borrower's  risk;  presentment  for payment;  demand;  protest and
notice thereof as to any instrument;  default; and all other notices and demands
to which the Borrower  would  otherwise be entitled.  Each  Borrower  waives any
defense  arising  from any  defense of any other  Borrower,  or by reason of the
cessation  from any cause  whatsoever  of the  liability of any other  Borrower.
Bank's failure at any time to require strict  performance by any Borrower of any
provision of the Loan Documents shall not waive,  alter or diminish any right of
Bank thereafter to demand strict compliance and performance  therewith.  Nothing
contained  herein shall prevent Bank from foreclosing on the Lien of any deed of
trust, mortgage or other security instrument, or exercising any rights available
thereunder,  and the exercise of any such rights shall not constitute a legal or
equitable  discharge  of any  Borrower.  Each  Borrower  also waives any defense
arising  from  any act or  omission  of  Bank  that  changes  the  scope  of the
Borrower's  risks  hereunder.  Each  Borrower  hereby waives any right to assert
against Bank any defense (legal or equitable),  setoff, counterclaim,  or claims
that such  Borrower  individually  may now or  hereafter  have  against  another
Borrower or any other Person liable to Borrower with respect to the  Obligations
in any manner or whatsoever.

16.      SUBROGATION DEFENSES.
         --------------------

Each Borrower  hereby waives any defense based on impairment or destruction
of its  subrogation  or other rights  against any other  Borrower and waives all
benefits which might  otherwise be available to it under  California  Civil Code
Sections 2809,  2810, 2819, 2839, 2845, 2848, 2850, 2899 and 3433 and California
Code of Civil  Procedure  Sections 580a,  580b, 580d and 726, as those statutory
provisions are now in effect and hereafter amended,  and under any other similar
statutes now and hereafter in effect.

17.      RIGHT TO SETTLE, RELEASE.
         ------------------------

The  liability of Borrowers  hereunder  shall not be  diminished by (i) any
agreement, understanding or representation that any of the Obligations is or was
to be guaranteed  by another  Person or secured by other  property,  or (ii) any
release or unenforceability,  whether partial or total, or rights, if any, which
Borrower may now or hereafter have against any other Person,  including  another
Borrower, or property with respect to any of the Obligations.

Without notice to any Borrower and without affecting the liability of
any Borrower hereunder, Bank may (i) compromise, settle, renew, extend the time
for payment, change the manner or terms of payment, discharge the performance
of, decline to enforce, or release all or any of the Obligations with respect to
a Borrower, (ii) grant other indulgences to a Borrower in respect of the
Obligations, (iii) modify in any manner any documents, relating to the
Obligations with respect to a Borrower, (iv) release, surrender or exchange any
deposits or other property securing the Obligations, whether pledged by a
Borrower or any other Person, or (v) compromise, settle renew, or extend the
time for payment, discharge the performance of, decline to enforce, or release
all or any obligations of any guarantor, endorser or other Person who is now or
may hereafter be liable with respect to any of the Obligations.



                                       9
<PAGE>


18.      LIMITED RIGHT TO SALE OF IMAGE2WEB STOCK.
         ----------------------------------------

Pursuant to this Agreement,
Borrower is granting and pledging to Bank, inter alia, a first priority security
interest and lien against all assets, intellectual property, and stock relating
to Image2Web, Inc. (hereinafter "Image2Web"), a wholly-owned subsidiary of
Borrower. Notwithstanding the foregoing, Bank agrees that Borrower may sell up
to thirty percent (30%) of the fully diluted capital stock of Image2Web to third
party investors that infuses cash to cover Image2Web's capital needs. No other
sales of Image2Web stock shall take place without prior written approval of
Bank.

19.  GENERAL PROVISIONS.
     ------------------

    19.1.SUCCESSORS AND ASSIGNS.  This  Agreement  binds and is for the benefit
         of successors  and permitted  assigns of each party.  Borrower may not
         assign this  Agreement  or any rights  under it without  Bank's  prior
         written consent which may be granted or withheld in Bank's discretion.
         Bank  may,  without  the  consent  of or  notice  to  Borrower,  sell,
         transfer,  or grant  participation in any part of Bank's  obligations,
         rights or benefits under this Agreement.

    19.2.INDEMNIFICATION.  Borrower  will  indemnify,  defend and hold harmless
         Bank and its officers, employees, and agents against: (a) obligations,
         demands,  claims,  and  liabilities  asserted  by any  other  party in
         connection with the transactions  contemplated by this Agreement;  and
         (b)  losses  or  expenses  incurred,  or  paid  by  Borrower  from  or
         consequential  to  transactions  between Bank and Borrower  (including
         reasonable  attorneys fees and expenses),  except for losses caused by
         Bank's gross negligence or willful misconduct.

    19.3.TIME  OF  ESSENCE.  Time  is of the  essence  for  performance  of all
         obligations in this Agreement.

    19.4.SEVERABILITY  OF  PROVISION.  Each  provision  of  this  Agreement  is
         severable from every other provision in determining the enforceability
         of any provision.

    19.5.AMENDMENTS IN WRITING,  INTEGRATION.  All amendments to this Agreement
         must be in writing and executed by all parties hereto.  This Agreement
         is the entire agreement about this subject matter and supersedes prior
         negotiations or agreements.

    19.6.COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
         counterparts  and by different  parties on separate  counterparts  and
         when executed and delivered are one Agreement.

    19.7.SURVIVAL.  All covenants,  representations and warranties made in this
         Agreement  continue  in force  while any  Financed  Receivable  amount
         remains outstanding.  Borrower's  indemnification  obligations survive
         until all  statutes of  limitations  for  actions  that may be brought
         against Bank have run.

    19.8.CONFIDENTIALITY.  Bank  will  use the  same  degree  of care  handling
         Borrower's   confidential   information  that  it  uses  for  its  own
         confidential  information,  but may disclose  information;  (i) to its
         subsidiaries  or  affiliates in  connection  with their  business with
         Borrower,  (ii)  to  prospective  transferees  or  purchasers  of  any
         interest  in the  Agreement,  (iii) as  required  by law,  regulation,
         subpoena,  or other  order,  (iv) as  required in  connection  with an
         examination  or audit and (v) as it considers  appropriate  exercising
         the remedies under this Agreement.  Confidential  information does not
         include  information  that is either:  (a) in the public  domain or in
         Bank's possession when disclosed, or becomes part of the public domain
         after  disclosure  to Bank; or (b) disclosed to Bank by a third party,
         if Bank  does  not know  that  the  third  party  is  prohibited  from
         disclosing the information.

    19.9.OTHER  AGREEMENTS.  This  Agreement  may not  adversely  affect  Banks
         rights under any other  document or agreement.  If there is a conflict
         between this  Agreement and any agreement  between  Borrower and Bank,
         Bank may determine in its sole  discretion  which  provision  applies.
         Borrower  acknowledges  that any  security  agreements,  liens  and/or
         security  interests  securing  payment of Borrower's  Obligations also
         secure  Borrower's  Obligations  under  this  Agreement  and  are  not
         adversely affected by this Agreement. Additionally, (a) any Collateral
         under other agreements or documents  between Borrower and Bank secures
         Borrowers  Obligations  under  this  Agreement  and (b) a  default  by
         Borrower  under this Agreement is a default under  agreements  between
         Borrower and Bank.


                                       10
<PAGE>


BORROWER:  MICROGRAFX, INC.

By:  /S/JOHN M. CARRADINE
     --------------------

Title:  VICE PRESIDENT
        --------------


BORROWER:  MICROGRAFX, INTERACTIVE, INC.

By:  /S/JOHN M. CARRADINE
     --------------------

Title: VICE PRESIDENT
       --------------



BORROWER:  INTERCAP GRAPHICS SYTEMS, INC.

By:  /S/ JOHN M. CARRADINE
     ---------------------

Title:  VICE PRESIDENT
        --------------




BANK:    SILICON VALLEY BANK



By:  /S/MIKE FIELD
     -------------

Title: SENIOR VICE PRESIDENT
       ---------------------
       Executed in Santa Clara County, California



                                       11
<PAGE>




EXHIBIT A

The Collateral consists of all of Borrower's right, title and interest in
and to the following:

All goods and equipment now owned or hereafter acquired, including,
without limitation, all machinery, fixtures, vehicles (including motor vehicles
and trailers), and any interest in any of the foregoing, and all attachments,
accessories, accessions, replacements, substitutions, additions, and
improvements to any of the foregoing, wherever located;

All inventory, now owned or hereafter acquired, including, without
limitation, all merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products including such
inventory as is temporarily out of Borrower's custody or possession or in
transit and including any returns upon any accounts or other proceeds, including
insurance proceeds, resulting from the sale or disposition of any of the
foregoing and any documents of title representing any of the above;

All contract rights and general intangibles now owned or hereafter
acquired, including, without limitation, goodwill, trademarks, service marks,
trade styles, trade names, patents, patent applications, leases, license
agreements, franchise agreements, blueprints, drawings, purchase orders,
customer lists, route lists, infringements, claims, computer programs, computer
discs, computer tapes, literature, reports, catalogs, design rights, income tax
refunds, payments of insurance and rights to payment of any kind;

All now existing and hereafter arising accounts, contract rights,
royalties, license rights and all other forms of obligations owing to Borrower
arising out of the sale or lease of goods, the licensing of technology or the
rendering of services by Borrower, whether or not earned by performance, and any
and all credit insurance, guaranties, and other security therefor, as well as
all merchandise returned to or reclaimed by Borrower;

All documents, cash, deposit accounts, securities, securities
entitlements, securities accounts, investment property, financial assets,
letters of credit, certificates of deposit, instruments and chattel paper now
owned or hereafter acquired and Borrower's Books relating to the foregoing;

All copyright rights, copyright applications, copyright registrations
and like protections in each work of authorship and derivative work thereof,
whether published or unpublished, now owned or hereafter acquired; all trade
secret rights, including all rights to unpatented inventions, know-how,
operating manuals, license rights and agreements and confidential information,
now owned or hereafter acquired; all mask work or similar rights available for
the protection of semiconductor chips, now owned or hereafter acquired; all
claims for damages by way of any past, present and future infringement of any of
the foregoing;

All the stock of Image2Web, Inc. now owned or hereafter acquired by
Borrower together with all dividends, stock dividends, stock splits,
distributions, rights, proceeds, and any other property receivable or otherwise
distributable in respect of, or in exchange for, or in substitution of any and
all such stock.

All Borrower's books, records, data, plans, manuals, computer software,
computer tapes, computer systems, computer disks, computer programs, source
codes and object codes containing any information, pertaining directly or
indirectly to any of the Collateral and all rights of Debtor to retrieve data
and other information pertaining directly or indirectly to the Collateral from
third parties, whether now existing or hereafter arising. and any and all
claims, rights and interests in any of the above and all substitutions for,
additions and accessions to and proceeds thereof.

Notwithstanding the foregoing, the Collateral shall not include
Micrografx, Inc.'s interest in the stock of InterCAP Graphics Systems, Inc. now
owned or hereafter acquired by Borrower or the dividends, stock dividends, stock
splits, distributions, rights, and proceeds, or other property distributable in
exchange for, or in substitution of any and all of capital stock of InterCAP
Graphics Systems, Inc.


<PAGE>


                                   EXHIBIT "B"

                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

                               SILICON VALLEY BANK
                           SPECIALTY FINANCE DIVISION

COMPLIANCE CERTIFICATE

I, as authorized officer of MICROGRAFX, INC., MICROGRAFX INTERACTIVE, INC.,
AND INTERCAP GRAPHICS SYSTEMS, INC. (collectively, "Borrower") certify under the
Accounts Receivable  Financing Agreement (the "Agreement")  between Borrower and
Silicon Valley Bank ("Bank") as follows.

BORROWER REPRESENTS AND WARRANTS FOR EACH FINANCED RECEIVABLE:

         It is the owner with legal right to sell, transfer and assign it;

         The correct amount is on the Invoice Transmittal and is not disputed;

         Payment is not  contingent  on any  obligation or contract and it
         has fulfilled all its obligations as of the Invoice Transmittal date;

         It is  based  on an  actual  sale and  delivery  of goods  and/or
         services rendered,  due to Borrower, it is not past due or in default,
         has not been previously sold, assigned, transferred, or pledged and is
         free of any liens, security interests and encumbrances;

         There are no known or asserted defenses,  offsets,  counterclaims
         or agreements  for which the Account Debtor may claim any deduction or
         discount;

         It reasonably  believes no Account Debtor is insolvent or subject
         to any Insolvency Proceedings;

         There  are  no  actions  or  proceedings  pending  by or  against
         Borrower before any court or administrative agency in which an adverse
         decision  could  have a material  adverse  effect on  Borrower  or the
         Collateral,  and Borrower does not have  knowledge of any such pending
         or threatened actions or proceedings;

         Bank has the right to endorse and/ or require Borrower to endorse
         all  payments  received on Financed  Receivables  and all  proceeds of
         Collateral.

         No representation, warranty or other statement of Borrower in any
         certificate  or written  statement  given to Bank  contains any untrue
         statement  of a  material  fact or  omits  to  state a  material  fact
         necessary  to make the  statement  contained  in the  certificates  or
         statement not misleading.

ADDITIONALLY, BORROWER REPRESENTS AND WARRANTS AS FOLLOWS:

         Borrower is duly  existing  and in good  standing in its state of
         formation  and  qualified  and licensed to do business in, and in good
         standing  in, any state in which the  conduct of its  business  or its
         ownership of property  requires that it be qualified.  The  execution,
         delivery and  performance of this Agreement has been duly  authorized,
         and  do  not  conflict  with  Borrower's  formations  documents,   nor
         constitute an Event of Default  under any material  agreement by which
         Borrower is bound.  Borrower is not in default  under any agreement to
         which or by which it is bound.

         Borrower has good title to the  Collateral.  All  inventory is in
         all  material  respects  of good and  marketable  quality,  free  from
         material defects.

         Borrower is not an "investment company" or a company "controlled"
         by an "investment  company" under the Investment Company Act. Borrower
         is not engaged as one of its important  activities in extending credit
         for margin stock (under  Regulations G, T and U of the Federal Reserve
         Board of Governors). Borrower has complied with the Federal Fair Labor
         Standards  Act.  Borrower  has not violated  any laws,  ordinances  or
         rules.  None of  Borrower's  properties  or  assets  has been  used by
         Borrower, to the best of Borrower's knowledge, by previous persons, in
         disposing, producing, storing, treating, or transporting any hazardous
         substance  other than legally.  Borrower has timely filed all required
         tax returns and paid,  or made  adequate  provision to pay, all taxes.
         Borrower has obtained all consents,  approvals and  authorizations of,
         made all  declarations  or filings with, and given all notices to, all
         government  authorities that are necessary to continue its business as
         currently conducted.


<PAGE>


         All  representations and warranties in the Agreement are true and
         correct in all material respects on this date.

Sincerely,

BORROWER:  MICROGRAFX, INC.


SIGNATURE

TITLE

DATE

BORROWER:  MICROGRAFX, INTERACTIVE, INC.


SIGNATURE

TITLE

DATE

BORROWER:  INTERCAP GRAPHIC SYSTEMS, INC.


SIGNATURE

TITLE

DATE


<PAGE>






THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT
OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

                            WARRANT TO PURCHASE STOCK

Corporation:  MICROGRAFX, INC., a TEXAS corporation

Number of Shares:  25,000
                   ------
Class of Stock: Common
Initial Exercise Price:  $7.00 per share

Issue Date:  MARCH 21, 2000
             --------------
Expiration Date:  MARCH 21, 2007
                  --------------


THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for
other good and valuable consideration, SILICON VALLEY BANK ("Holder") is
entitled to purchase the number of fully paid and nonassessable shares of the
class of securities (the "Shares") of the corporation (the "Company") at the
initial exercise price per Share (the "Warrant Price") all as set forth above
and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions
and upon the terms and conditions set forth in this Warrant.

ARTICLE 1. EXERCISE.
           --------

1.1 METHOD OF EXERCISE. Holder may exercise this Warrant by
delivering a duly executed Notice of Exercise in substantially the form attached
as Appendix 1 to the principal office of the Company. Unless Holder is
exercising the conversion right set forth in Section 1.2, Holder shall also
deliver to the Company a check for the aggregate Warrant Price for the Shares
being purchased.

1.2 CONVERSION RIGHT. In lieu of exercising this Warrant as
specified in Section 1.1, Holder may from time to time convert this Warrant, in
whole or in part, into a number of Shares determined by dividing (a) the
aggregate fair market value of the Shares or other securities otherwise issuable
upon exercise of this Warrant minus the aggregate Warrant Price of such Shares
by (b) the fair market value of one Share. The fair market value of the Shares
shall be determined pursuant to Section 1.3.

1.3 FAIR MARKET VALUE. If the Shares are traded in a public
market, the fair market value of the Shares shall be the closing price of the
Shares (or the closing price of the Company's stock into which the Shares are
convertible) reported for the business day immediately before Holder delivers
its Notice of Exercise to the Company. If the Shares are not traded in a public
market, the Board of Directors of the Company shall determine fair market value
in its reasonable good faith judgment. The foregoing notwithstanding, if Holder
advises the Board of Directors in writing that Holder disagrees with such
determination, then the Company and Holder shall promptly agree upon a reputable
investment banking firm to undertake such valuation. If the valuation of such
investment banking firm is greater than that determined by the Board of
Directors, then all fees and expenses of such investment banking firm shall be
paid by the Company. In all other circumstances, such fees and expenses shall be
paid by Holder.

1.4 DELIVERY OF CERTIFICATE AND NEW WARRANT. Promptly after
Holder exercises or converts this Warrant, the Company shall deliver to Holder
certificates for the

<PAGE>


Shares acquired and, if this Warrant has not been fully exercised or
converted and has not expired, a new Warrant representing the Shares not so
acquired.

1.5 REPLACEMENT OF WARRANTS. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company
or, in the case of mutilation, on surrender and cancellation of this Warrant,
the Company shall execute and deliver, in lieu of this Warrant, a new warrant of
like tenor.

       1.6 ASSUMPTION UPON SALE, MERGER, OR CONSOLIDATION OF THE COMPANY.
           -------------------------------------------------------------

     1.6.1. "ACQUISITION".  For the purpose of this Warrant, "Acquisition" means
          any sale, license, or other disposition of all or substantially all of
          the assets of the Company,  or any reorganization,  consolidation,  or
          merger of the Company  where the holders of the  Company's  securities
          before  the  transaction   beneficially  own  less  than  50%  of  the
          outstanding  voting  securities  of the  surviving  entity  after  the
          transaction.

     1.6.2.  ASSUMPTION  OF  WARRANT.  Upon the closing of any  Acquisition  the
          successor  entity shall assume the  obligations  of this Warrant,  and
          this Warrant shall be exercisable for the same  securities,  cash, and
          property as would be payable for the Shares  issuable upon exercise of
          the  unexercised  portion  of  this  Warrant  as if such  Shares  were
          outstanding  on the record  date for the  Acquisition  and  subsequent
          closing. The Warrant Price shall be adjusted accordingly.

ARTICLE 2. ADJUSTMENTS TO THE SHARES.
           -------------------------

2.1 STOCK DIVIDENDS, SPLITS, ETC. If the Company (i) declares
or pays a dividend on its common stock (or the Shares if the Shares are
securities other than common stock) payable in common stock, or other
securities, or (ii) subdivides the outstanding common stock into a greater
amount of common stock, or, if the Shares are securities other than common
stock, subdivides the Shares in a transaction that increases the amount of
common stock into which the Shares are convertible, then upon exercise of this
Warrant, for each Share acquired, Holder shall receive, without cost to Holder,
the total number and kind of securities to which Holder would have been entitled
had Holder owned the Shares of record as of the date the dividend or subdivision
occurred.

2.2 RECLASSIFICATION, EXCHANGE OR SUBSTITUTION. Upon any
reclassification, exchange, substitution, or other event that results in a
change of the number and/or class of the securities issuable upon exercise or
conversion of this Warrant, Holder shall be entitled to receive, upon exercise
or conversion of this Warrant, the number and kind of securities and property
that Holder would have received for the Shares if this Warrant had been
exercised immediately before such reclassification, exchange, substitution, or
other event. Such an event shall include any automatic conversion of the
outstanding or issuable securities of the Company of the same class or series as
the Shares to common stock pursuant to the terms of the Company's Articles of
Incorporation upon the closing of a registered public offering of the Company's
common stock. The Company or its successor shall promptly issue to Holder a new
Warrant for such new securities or other property. The new Warrant shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article 2 including, without limitation,
adjustments to the Warrant Price and to the number of securities or property
issuable upon exercise of the new Warrant. The provisions of this Section 2.2
shall similarly apply to successive reclassifications, exchanges, substitutions,
or other events.

<PAGE>


2.3  ADJUSTMENTS  FOR  COMBINATIONS,  ETC.  If the  outstanding  shares are
combined or consolidated, by reclassification or otherwise, into a lesser number
of shares, the Warrant Price shall be proportionately increased.

2.4 ADJUSTMENTS FOR DILUTING ISSUANCES. The Warrant Price and
the number of Shares issuable upon exercise of this Warrant or, if the Shares
are Preferred Stock, the number of shares of common stock issuable upon
conversion of the Shares, shall be subject to adjustment, from time to time in
the manner set forth in the Company's Articles (Certificate) of Incorporation.
The provisions set forth for the Shares in the Company's Articles (Certificate)
of Incorporation relating to the above in effect as of the Issue Date may not be
amended, modified or waived, without the prior written consent of Holder unless
such amendment, modification or waiver effects Holder in the same manner as they
effect all other shareholders of the Shares.

2.5 NO IMPAIRMENT. The Company shall not, by amendment of its
Articles of Incorporation or through a reorganization, transfer of assets,
consolidation, merger, dissolution, issue, or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed under this Warrant by the Company, but
shall at all times in good faith assist in carrying out of all the provisions of
this Article 2 and in taking all such action as may be necessary or appropriate
to protect Holder's rights under this Article against impairment. If the Company
takes any action affecting the Shares or its common stock other than as
described above that adversely affects Holder's rights under this Warrant, the
Warrant Price shall be adjusted downward and the number of Shares issuable upon
exercise of this Warrant shall be adjusted upward in such a manner that the
aggregate Warrant Price of this Warrant is unchanged.

2.6 FRACTIONAL SHARES. No fractional shares shall be issuable
upon exercise or conversion of the Warrant and the number of Shares to be issued
shall be rounded down to the nearest whole Share. If a fractional share interest
arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying Holder an amount computed by
multiplying the fractional interest by the fair market value of a full Share.

2.7 CERTIFICATE AS TO ADJUSTMENTS. Upon each adjustment of the
Warrant Price, the Company at its expense shall promptly compute such
adjustment, and furnish Holder with a certificate of its Chief Financial Officer
setting forth such adjustment and the facts upon which such adjustment is based.
The Company shall, upon written request, furnish Holder a certificate setting
forth the Warrant Price in effect upon the date thereof and the series of
adjustments leading to such Warrant Price.

ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.
           --------------------------------------------

3.1  REPRESENTATIONS  AND  WARRANTIES.  The Company  hereby  represents and
warrants to the Holder as follows:

     (a)  The initial Warrant Price referenced on the first page of this Warrant
          is not  greater  than (i) the price per share at which the Shares were
          last issued in an  arms-length  transaction in which at least $500,000
          of the Shares were sold and (ii) the fair  market  value of the Shares
          as of the date of this Warrant.

     (b)  All Shares which may be issued upon the exercise of the purchase right
          represented by this Warrant, and all securities, if any, issuable upon
          conversion of the Shares,  shall,  upon issuance,  be duly authorized,
          validly issued,  fully paid and  nonassessable,  and free of any liens
          and  encumbrances  except for  restrictions  on transfer  provided for
          herein or under applicable federal and state securities laws.

     (c)  The Capitalization table attached hereto is true and correct.

<PAGE>


3.2 NOTICE OF CERTAIN EVENTS. If the Company proposes at any
time (a) to declare any dividend or distribution upon its common stock, whether
in cash, property, stock, or other securities and whether or not a regular cash
dividend; (b) to offer for subscription pro rata to the holders of any class or
series of its stock any additional shares of stock of any class or series or
other rights; (c) to effect any reclassification or recapitalization of common
stock; (d) to merge or consolidate with or into any other corporation, or sell,
lease, license, or convey all or substantially all of its assets, or to
liquidate, dissolve or wind up; or (e) offer holders of registration rights the
opportunity to participate in an underwritten public offering of the company's
securities for cash, then, in connection with each such event, the Company shall
give Holder (1) at least 20 days prior written notice of the date on which a
record will be taken for such dividend, distribution, or subscription rights
(and specifying the date on which the holders of common stock will be entitled
thereto) or for determining rights to vote, if any, in respect of the matters
referred to in (c) and (d) above; (2) in the case of the matters referred to in
(c) and (d) above at least 20 days prior written notice of the date when the
same will take place (and specifying the date on which the holders of common
stock will be entitled to exchange their common stock for securities or other
property deliverable upon the occurrence of such event); and (3) in the case of
the matter referred to in (e) above, the same notice as is given to the holders
of such registration rights.

3.3 INFORMATION RIGHTS. So long as the Holder holds this
Warrant and/or any of the Shares, the Company shall deliver to the Holder (a)
promptly after mailing, copies of all notices or other written communications to
the shareholders of the Company, (b) within 90 days after the end of each fiscal
year of the Company, the annual audited financial statements of the Company
certified by independent public accountants of recognized standing and (c) such
other financial statements required under and in accordance with any loan
documents between Holder and the Company (or if there are no such requirements
or if the subject loan(s) no longer are outstanding), then within 45 days after
the end of each of the first three quarters of each fiscal year, the Company's
quarterly, unaudited financial statements.

3.4 REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED. The
Company agrees that the Shares or, if the Shares are convertible into common
stock of the Company, such common stock, shall be subject to the registration
rights set forth in the Company's Investors' Rights Agreement or similar
agreement. The provisions set forth in Company's Investors' Right Agreement or
similar agreement relating to the above in effect as of the Issue Date may not
be amended, modified or waived without the prior written consent of Holder
unless such amendment, modification or waiver effects Holder in the same manner
as they effect all other shareholders of the Shares.

ARTICLE 4. MISCELLANEOUS.
           -------------

4.1 TERM. This Warrant is exercisable, in whole or in part, at any time and
from time to time on or before the Expiration Date set forth above.

4.2 LEGENDS. This Warrant and the Shares (and the securities
issuable, directly or indirectly, upon conversion of the Shares, if any) shall
be imprinted with a legend in substantially the following form:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED
         WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO
         RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
         CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

<PAGE>


4.3 COMPLIANCE WITH SECURITIES LAWS ON TRANSFER. This Warrant
and the Shares issuable upon exercise of this Warrant (and the securities
issuable, directly or indirectly, upon conversion of the Shares, if any) may not
be transferred or assigned in whole or in part without compliance with
applicable federal and state securities laws by the transferor and the
transferee (including, without limitation, the delivery of investment
representation letters and legal opinions reasonably satisfactory to the
Company, as reasonably requested by the Company). The Company shall not require
Holder to provide an opinion of counsel if the transfer is to an affiliate of
Holder or if there is no material question as to the availability of current
information as referenced in Rule 144(c), Holder represents that it has complied
with Rule 144(d) and (e) in reasonable detail, the selling broker represents
that it has complied with Rule 144(f), and the Company is provided with a copy
of Holder`s notice of proposed sale.

4.4 TRANSFER PROCEDURE. Subject to the provisions of Section
4.3, Holder may transfer all or part of this Warrant or the Shares issuable upon
exercise of this Warrant (or the securities issuable, directly or indirectly,
upon conversion of the Shares, if any) at any time to Silicon Valley Bancshares
or The Silicon Valley Bank Foundation, or, to any other transferee by giving the
Company notice of the portion of the Warrant being transferred setting forth the
name, address and taxpayer identification number of the transferee and
surrendering this Warrant to the Company for reissuance to the transferee(s)
(and Holder if applicable). Unless the Company is filing financial information
with the SEC pursuant to the Securities Exchange Act of 1934, the Company shall
have the right to refuse to transfer any portion of this Warrant to any person
who directly competes with the Company.

4.5 NOTICES. All notices and other communications from the
Company to the Holder, or vice versa, shall be deemed delivered and effective
when given personally or mailed by first-class registered or certified mail, at
such address as may have been furnished to the Company or the Holder, as the
case may be, in writing by the Company or such holder from time to time. All
notices to be provided under this Warrant shall be sent to the following
address:

                           Silicon Valley Bank
                           Attn: Treasury Department  HG100
                           3003 Tasman Drive
                           Santa Clara, CA  95054

4.6 WAIVER. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.

4.7 ATTORNEYS FEES. In the event of any dispute between the
parties concerning the terms and provisions of this Warrant, the party
prevailing in such dispute shall be entitled to collect from the other party all
costs incurred in such dispute, including reasonable attorneys' fees.

4.8  GOVERNING  LAW.  This  Warrant  shall be governed by and  construed in
accordance  with the laws of the State of  California,  without giving effect to
its principles regarding conflicts of law.

<PAGE>



                                    "COMPANY"

                                Micrografx, Inc.


                                      By:      /S/JOHN M. CARRADINE
                                               --------------------

                                      Name:    JOHN M. CARRADINE
                                               -----------------
                                                     (Print)
                                      Title:   Chairman of the Board,
                                               President or Vice President


                                      By:      /S/JOHN M. CARRADINE
                                               --------------------

                                      Name:    JOHN M. CARRADINE
                                               -----------------
                                                     (Print)

                                      Title:   Chief Financial Officer,
                                               Secretary, Assistant Treasurer or
                                               Assistant Secretary


<PAGE>








                                   APPENDIX 1

                               NOTICE OF EXERCISE

     1.   The   undersigned   hereby   elects   to   purchase   shares   of  the
          Common/Preferred  Series ___ [Strike  one] Stock of  Micrografx,  Inc.
          pursuant to the terms of the attached  Warrant,  and tenders  herewith
          payment of the purchase price of such shares in full.

         or

     1.   The  undersigned  hereby  elects to convert the attached  Warrant into
          Shares/cash [strike one] in the manner specified in the Warrant.  This
          conversion is exercised with respect to  _____________________  of the
          Shares covered by the Warrant.

     2.   Please issue a certificate or certificates representing said shares in
          the name of the  undersigned  or in such  other  name as is  specified
          below:

                           -------------------------------------------
                                    (Name)


                           -------------------------------------------

                           -------------------------------------------
                                    (Address)

     3.   The  undersigned  represents it is acquiring the shares solely for its
          own  account  and not as a nominee  for any other party and not with a
          view toward the resale or  distribution  thereof  except in compliance
          with applicable securities laws.

                                          ------------------------------------
                                                     (Signature)

                                          --------------------
                                                      Date)



<PAGE>




                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

This Intellectual Property Security Agreement (this "IP Agreement") is
made as of the 8th day of March 2000 by and between MICROGRAFX, INC.
("Grantor"), and Silicon Valley Bank, a California banking corporation ("Bank").

                                    RECITALS

A. Bank will make credit extensions to Grantor as described in the
Accounts Receivable Financing Agreement (the "Loan Agreement"), but only if
Grantor grants Bank a security interest in its Copyrights, Trademarks, Patents,
and Mask Works. Defined terms used but not defined herein shall have the same
meanings as in the Loan Agreement.

B. Pursuant to the terms of the Loan Agreement, Grantor has granted to
Bank a security interest in all of Grantor's right title and interest, whether
presently existing or hereafter acquired in, to and under all of the Collateral.

NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged and intending to be legally bound, as collateral security
for the prompt and complete payment when due of Grantor's Indebtedness under the
Loan Agreement, Grantor hereby represents, warrants, covenants and agrees as
follows:

1. GRANT OF SECURITY INTEREST. As collateral security for the prompt
and complete payment and performance of all of Grantor's present or future
indebtedness, Obligations and liabilities (collectively, "Indebtedness") to
Bank, Grantor hereby grants a security interest in all of Grantor's right, title
and interest in, to and under its Intellectual Property Collateral (all of which
shall collectively be called the "Intellectual Property Collateral"), including,
without limitation, the following:

     (a)  Any  and  all  copyright  rights,  copyright  applications,  copyright
          registrations  and like  protections  in each work or  authorship  and
          derivative work thereof,  whether published or unpublished and whether
          or not the same also  constitutes  a trade  secret,  now or  hereafter
          existing,  created,  acquired or held,  including  without  limitation
          those  set forth on  EXHIBIT  A  attached  hereto  (collectively,  the
          "Copyrights");

     (b)  Any and all  trade  secrets,  and  any and all  intellectual  property
          rights in computer  software  and  computer  software  products now or
          hereafter existing, created, acquired or held;

     (c)  Any and all design  rights  which may be  available  to Grantor now or
          hereafter existing, created, acquired or held;

     (d)  All  patents,  patent  applications  and like  protections  including,
          without limitation, improvements, divisions, continuations,  renewals,
          reissues,  extensions and continuations-in-part of the same, including
          without  limitation the patents and patent  applications  set forth on
          EXHIBIT B attached hereto (collectively, the "Patents");

     (e)  Any  trademark  and  servicemark  rights,  whether  registered or not,
          applications  to  register  and  registrations  of the  same  and like
          protections,  and the  entire  goodwill  of the  business  of  Grantor
          connected with and symbolized by such  trademarks,  including  without
          limitation those set forth on EXHIBIT C attached hereto (collectively,
          the "Trademarks")

     (f)  All mask works or  similar  rights  available  for the  protection  of
          semiconductor  chips,  now  owned or  hereafter  acquired,  including,
          without  limitation  those set  forth on  EXHIBIT  D  attached  hereto
          (collectively, the "Mask Works");

     (g)  Any and all claims  for  damages  by way of past,  present  and future
          infringements of any of the rights included above, with the right, but
          not the  obligation,  to sue for and collect such damages for said use
          or infringement of the intellectual property rights identified above;

<PAGE>


     (h)  All  licenses or other rights to use any of the  Copyrights,  Patents,
          Trademarks,  or Mask Works and all license fees and royalties  arising
          from such use to the extent permitted by such license or rights; and

     (i)  All  amendments,  extensions,  renewals and  extensions  of any of the
          Copyrights, Trademarks, Patents, or Mask Works; and

     (j)  All  proceeds  and  products  of  the  foregoing,   including  without
          limitation all payments  under  insurance or any indemnity or warranty
          payable in respect of any of the foregoing.

2.  AUTHORIZATION  AND REQUEST.  Grantor  authorizes  and requests that the
Register of Copyrights and the  Commissioner  of Patents and  Trademarks  record
this IP Agreement.

3. COVENANTS AND WARRANTIES.  Grantor represents,  warrants,  covenants and
agrees as follows:

     (a)  Grantor is now the sole owner of the Intellectual Property Collateral,
          except for non-exclusive  licenses granted by Grantor to its customers
          in the ordinary course of business.

     (b)  Performance of this IP Agreement does not conflict with or result in a
          breach of any IP  Agreement to which  Grantor is bound,  except to the
          extent that  certain  intellectual  property  agreements  prohibit the
          assignment  of the rights  thereunder  to a third  party  without  the
          licensor's or other party's consent and this IP Agreement  constitutes
          a security interest.

     (c)  During the term of this IP  Agreement,  Grantor  will not  transfer or
          otherwise   encumber  any  interest  in  the   Intellectual   Property
          Collateral,  except for  non-exclusive  licenses granted by Grantor in
          the ordinary course of business or as set forth in this IP Agreement;

     (d)  To its knowledge, each of the Patents is valid and enforceable, and no
          part of the Intellectual  Property  Collateral has been judged invalid
          or unenforceable, in whole or in part, and no claim has been made that
          any part of the Intellectual  Property  Collateral violates the rights
          of any third party;

     (e)  Grantor shall promptly  advise Bank of any material  adverse change in
          the  composition of the  Collateral,  including but not limited to any
          subsequent  ownership  right of the  Grantor  in or to any  Trademark,
          Patent, Copyright, or Mask Work specified in this IP Agreement;

     (f)  Grantor  shall (i)  protect,  defend and  maintain  the  validity  and
          enforceability of the Trademarks, Patents, Copyrights, and Mask Works,
          (ii) use its best efforts to detect  infringements  of the Trademarks,
          Patents,  Copyrights,  and Mask  Works  and  promptly  advise  Bank in
          writing of  material  infringements  detected  and (iii) not allow any
          Trademarks,  Patents,  Copyrights,  or  Mask  Works  to be  abandoned,
          forfeited or dedicated  to the public  without the written  consent of
          Bank,  which  shall  not  be  unreasonably  withheld,  unless  Grantor
          determines that reasonable business practices suggest that abandonment
          is appropriate.

     (g)  Grantor  shall  promptly  register  the most recent  version of any of
          Grantor's  Copyrights,  if not so already registered,  and shall, from
          time to time, execute and file such other  instruments,  and take such
          further  actions as Bank may  reasonably  request from time to time to
          perfect  or  continue  the  perfection  of  Bank's   interest  in  the
          Intellectual Property Collateral;

     (h)  This  IP  Agreement  creates,  and  in  the  case  of  after  acquired
          Intellectual Property Collateral, this IP Agreement will create at the
          time  Grantor  first has  rights in such after  acquired  Intellectual
          Property  Collateral,  in favor of Bank a valid  and  perfected  first
          priority security interest in the Intellectual  Property Collateral in
          the  United  States  securing  the  payment  and  performance  of  the
          obligations  evidenced by the Loan  Agreement  upon making the filings
          referred to in clause (i) below;

     (i)  To its  knowledge,  except for,  and upon,  the filing with the United
          States  Patent and  Trademark  office with  respect to the Patents and
          Trademarks  and  the  Register  of  Copyrights  with  respect  to  the
          Copyrights and Mask Works necessary to perfect the security  interests
          created hereunder and except as has been already made or obtained,  no
          authorization, approval or other action by, and no notice to or filing
          with,  any U.S.  governmental  authority  of U.S.  regulatory  body is
          required either (i) for the grant by

<PAGE>
          Grantor of the security  interest granted hereby or for the execution,
          delivery or  performance  of this IP  Agreement by Grantor in the
          U.S.  or (ii) for the  perfection  in the  United  States  or the
          exercise by Bank of its rights and remedies thereunder;

     (j)  All information heretofore, herein or hereafter supplied to Bank by or
          on  behalf  of  Grantor  with  respect  to the  Intellectual  Property
          Collateral is accurate and complete in all material respects.

     (k)  Grantor  shall not enter  into any  agreement  that  would  materially
          impair or conflict with Grantor's obligations hereunder without Bank's
          prior  written  consent,  which  consent  shall  not  be  unreasonably
          withheld.  Grantor  shall not permit  the  inclusion  in any  material
          contract to which it becomes a party of any  provisions  that could or
          might in any way  prevent  the  creation  of a  security  interest  in
          Grantor's  rights and  interest in any  property  included  within the
          definition of the Intellectual property Collateral acquired under such
          contracts,  except that certain contracts may contain  anti-assignment
          provisions  that could in effect  prohibit  the creation of a security
          interest in such contracts.

     (l)  Upon any  executive  officer of  Grantor  obtaining  actual  knowledge
          thereof,  Grantor  will  promptly  notify Bank in writing of any event
          that   materially   adversely   affects  the  value  of  any  material
          Intellectual Property Collateral, the ability of Grantor to dispose of
          any  material  Intellectual  Property  Collateral  of the  rights  and
          remedies of Bank in relation thereto,  including the levy of any legal
          process against any of the Intellectual Property Collateral.

4. BANK'S RIGHTS.  Bank shall have the right,  but not the  obligation,  to
take, at Grantor's sole expense, any actions that Grantor is required under this
IP Agreement to take but which  Grantor fails to take.  Grantor shall  reimburse
and indemnify Bank for all reasonable costs and reasonable  expenses incurred in
the reasonable exercise of its rights under this section 4.

5. INSPECTION RIGHTS. Grantor hereby grants to Bank and its employees,
representatives and agents the right to visit, during reasonable hours upon
prior reasonable notice to Grantor, and any of Grantor's plants and facilities
that manufacture, install or store products (or that have done so during the
prior six-month period) that are sold utilizing any of the Intellectual Property
Collateral, and to inspect the products and quality control records relating
thereto upon reasonable written notice to Grantor and as often as may be
reasonably requested, but not more than one (1) time in every six (6) months;
provided, however, that Bank may conduct an inspection within 90-days of the
execution of this Agreement, and nothing herein shall entitle Bank access to
Grantor's trade secrets and other proprietary information.


<PAGE>


6. FURTHER ASSURANCES; ATTORNEY IN FACT.

     (a)  On a continuing  basis,  Grantor will,  subject to any prior licenses,
          encumbrances and restrictions and prospective licenses, make, execute,
          acknowledge and deliver,  and file and record in the proper filing and
          recording places in the United States, all such instruments, including
          appropriate  financing  and  continuation  statements  and  collateral
          agreements  and filings with the United States  Patent and  Trademarks
          Office and the Register of Copyrights, and take all such action as may
          reasonably be deemed necessary or advisable,  or as requested by Bank,
          to  perfect  Bank's  security  interest  in all  Copyrights,  Patents,
          Trademarks,  and Mask Works and  otherwise to carry out the intent and
          purposes of this IP Agreement,  or for assuring and confirming to Bank
          the grant or  perfection  of a security  interest in all  Intellectual
          Property Collateral.

     (b)  Grantor    hereby    irrevocably    appoints    Bank   as    Grantor's
          attorney-in-fact,  with  full  authority  in the  place  and  stead of
          Grantor and in the name of Grantor,  Bank or  otherwise,  from time to
          time in Bank's  discretion,  upon Grantor's failure or inability to do
          so, to take any action and to execute  any  instrument  which Bank may
          deem  necessary  or advisable  to  accomplish  the purposes of this IP
          Agreement, including:

               (i) To modify, in its sole discretion,  this IP Agreement without
          first   obtaining   Grantor's   approval  of  or   signature  to  such
          modification by amending  Exhibit A, Exhibit B, Exhibit C, and Exhibit
          D hereof, as appropriate,  to include reference to any right, title or
          interest in any Copyrights, Patents, Trademarks or Mask Works acquired
          by Grantor  after the  execution  hereof or to delete any reference to
          any right, title or interest in any Copyrights,  Patents,  Trademarks,
          or Mask  Works in which  Grantor  no longer  has or claims  any right,
          title or interest; and

               (ii) To file, in its sole  discretion,  one or more  financing or
          continuation statements and amendments thereto, relative to any of the
          Intellectual  Property  Collateral  without the  signature  of Grantor
          where permitted by law.

7.  EVENTS  OF  DEFAULT.  The  occurrence  of any of  the  following  shall
constitute an Event of Default under this IP Agreement:

     (a)  An Event of Default occurs under the Loan Agreement; or

     (b)  Grantor breaches any covenant, agreement,  warranty, or representation
          made by Grantor in this IP  Agreement,  and does not cure it to Bank's
          satisfaction  within 10  calendar  days;  but a breach  that cannot be
          cured is an immediate Event of Default.

8. REMEDIES. Upon the occurrence and continuance of an Event of
Default, Bank shall have the right to exercise all the remedies of a secured
party under the California Uniform Commercial Code, including without limitation
the right to require Grantor to assemble the Intellectual Property Collateral
and any tangible property in which Bank has a security interest and to make it
available to Bank at a place designated by Bank. Bank shall have a nonexclusive,
royalty free license to use the Copyrights, Patents, Trademarks, and Mask Works
to the extent reasonably necessary to permit Bank to exercise its rights and
remedies upon the occurrence of an Event of Default. Grantor will pay any
expenses (including reasonable attorney's fees) incurred by Bank in connection
with the exercise of any of Bank's rights hereunder, including without
limitation any expense incurred in disposing of the Intellectual Property
Collateral. All of Bank's rights and remedies with respect to the Intellectual
Property Collateral shall be cumulative.

9. INDEMNITY. Grantor agrees to defend, indemnify and hold harmless
Bank and its officers, employees, and agents against: (a) all obligations,
demands, claims, and liabilities claimed or asserted by any other party in
connection with the transactions contemplated by this IP Agreement, and (b) all
losses or expenses in any way suffered, incurred, or paid by Bank as a result of
or in any way arising out of, following or consequential to transactions between
Bank and Grantor, whether under this IP Agreement or otherwise (including
without limitation, reasonable attorneys fees and reasonable expenses), except
for losses arising from or out of Bank's gross negligence or willful misconduct.

10. REASSIGNMENT. At such time as Grantor shall completely satisfy all
of the obligations secured hereunder, Bank shall execute and deliver to Grantor
all deed, assignments, and other instruments as may be necessary or proper to
reinvest in Grantor full title to the property assigned hereunder, subject to
any disposition thereof which may have been made by Bank pursuant hereto.

<PAGE>


11. COURSE OF DEALING.  No course of dealing,  nor any failure to exercise,
nor any delay in  exercising  any  right,  power or  privilege  hereunder  shall
operate as a waiver thereof.

12. ATTORNEYS' FEES. If any action relating to this IP Agreement is brought
by either party hereto against the other party,  the  prevailing  party shall be
entitled to recover reasonable attorneys fees, costs and disbursements.

13.  AMENDMENTS.  This  IP  Agreement  may be  amended  only  by a  written
instrument signed by both parties hereto.

14.  COUNTERPARTS.  This  IP  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute the same instrument.

15.  LAW AND  JURISDICTION.  This IP  Agreement  shall be  governed  by and
construed in accordance with the laws of the State of California, without regard
for choice of law  provisions.  Grantor  and Bank  consent  to the  nonexclusive
jurisdiction  of any state or  federal  court  located  in Santa  Clara  County,
California.

16. CONFIDENTIALITY. In handling any confidential information, Bank
shall exercise the same degree of care that it exercises with respect to its own
proprietary information of the same types to maintain the confidentiality of any
non-public information thereby received or received pursuant to this IP
Agreement except that the disclosure of this information may be made (i) to the
affiliates of the Bank, (ii) to prospective transferee or purchasers of an
interest in the obligations secured hereby, provided that they have entered into
comparable confidentiality agreement in favor of Grantor and have deliver a copy
to Grantor, (iii) as required by law, regulation, rule or order, subpoena
judicial order or similar order and (iv) as may be required in connection with
the examination, audit or similar investigation of Bank.

IN WITNESS WHEREOF, the parties hereto have executed this IP Agreement on
the day and year first above written.

ADDRESS OF GRANTOR:                                       GRANTOR:

505 Millennium Drive                                      MICROGRAFX, INC.
Allen, Texas 75013
                                                        By: /S/JOHN M. CARRADINE
                                                            --------------------

                                                         Name: JOHN M. CARRADINE
                                                               -----------------

                                                         Title: CFO
                                                                ---

<PAGE>


         Exhibit "A" attached to that certain intellectual Property Security
Agreement Dated March 21,2000.

                                   EXHIBIT "A"

                                   COPYRIGHTS
<TABLE>
<CAPTION>

    SCHEDULE A - ISSUED COPYRIGHTS


                <S>                                    <C>                                  <C>

         Copyright Description                  Registration Number                  Date of Issuance
         ---------------------                  -------------------                  ----------------

Card Studio Source Code                             TX4-321-216                          08/23/96
Createacard Gold, Version 1.0                       TX4-574-621                          10/20/97
Createacard Gold, Version 2.0                       TX4-574-620                          10/20/97
Createacard Plus, Version 1.0                       TX4-574-623                          10/20/97
Createacard Plus, Version 2.0                       TX4-574-622                          10/20/97
Marta                                               VA 916-760                           04/28/98
Micrografx World Wide Web Pages                     TX 4248781                           03/18/96
Micrografx World Wide Web Pages                     TX4-330-001                          06/19/96
Micrografx World Wide Web Pages                     TX4-354-724                          08/19/96
Micrografx World Wide Web Pages                     TX4281810                            03/20/96

</TABLE>
<TABLE>
<CAPTION>

SCHEDULE B - PENDING COPYRIGHT APPLICATIONS

   <S>                          <C>                         <C>                  <C>
                                                                              First Date
Copyright                    Application                Date of               Of Public
Description                  Number                     Filing Creation       istribution
-----------                  -----------                ---------------       -----------

N/A
</TABLE>
<TABLE>
<CAPTION>

SCHEDULE C - UNREGISTERED COPYRIGHT (Where No Copyright Application is Pending)
   <S>              <C>                <C>              <C>                       <C>


                                                                                Date and
                                                                                Recordation
                                                                                Number of
                                                                                IP Agreement
                                                                                Owner of
                                                                                Grantor (if
                                                      Original Author or        Original Author or
                                                      Owner of                  Owner of
                                                      Copyright (if             Copyright is
Copyright                            First Date of    Different from            Different From
Description     Date of Creation     Distribution     Grantor)                  Grantor)
-----------     ----------------     -------------    -------------------       -------------------

N/A
</TABLE>

<PAGE>



Exhibit "B" attached to that certain Intellectual Property Security Agreement
dated March 21, 2000
<TABLE>
<CAPTION>

                                                        EXHIBIT "B"

                                                          PATENTS
      <S>                                 <C>                <C>          <C>           <C>           <C>

Patent
Description                            Docket No.           Country    Serial No.    Filing Date     Status
-----------                            ----------           -------    ----------    -----------     ------

System and Method for Generating       18682.0107           US         5,588,108     12/24/96        Registered
Graphics Charts

Graphics System and Method Having      18682.0105           US         5,704,028     12/30/97        Registered
Data Fields and Shape Replacement
Control

System and Method for Automatically    18682.0113           US         5,742,750     04/21/98        Registered
Inserting and Deleting an Object in
a Graphics Chart

System and Method for Generating       18682.0121           US         5,844,558     12/01/98        Registered
Graphics Charts

Executable Flowchart                   18682.0124           US         5,893,105     04/06/99        Registered


System and Method for Automatically    18682.0112           US         5,943,062     08/24/99        Registered
Routing a Line in a Graphics Chart

Method and System for Producing        18682.0120           US         5,959,633     09/28/99        Registered
Graphical Images

System and Method for Generating       18682.0123           US         5,982,383     11/09/99        Registered
Graphics Charts

Graphics System and Method Having      18682.0125           US         08/763163     12/10/96        Pending
Objects Conformed to a Template

Method and System for Controlling      18682.0111           US         08/804487     02/21/97        Pending
the Conversion of a File From an
Input Format to an Output Format

System and Method of Providing         18682.0116           US         08/901043     07/28/97        Allowed
Interactive Vector Graphics Over a
Network

Executable Flowchart                   18682.0151           EP         97947384.0    11/10/97        Pending

Graphics System and Method Having      18682.0152           EP         97951564.0    12/08/97        Pending
Objects Conformed to a Template

<PAGE>


System for Simulating the Depth of     18682.0135           US         09/018115     02/03/98        Pending
Field of an Image in Two Dimensional
Space and Method of Operation

System and Method for Automatically    18682.0139           US         09/063231     04/20/98        Pending
Inserting and Deleting an Object in
a Graphics Chart

Method and System for Transforming     18682.0138           US         09/195802     11/18/98        Pending
Dynamic Content for Use on the
Internet

System and Method for Determining a    18682.0149           US         09/226176     01/04/99        Pending
Path in a Graphical Diagram

System for Simulating the Depth of     18682.0141           WO         PCT/US99      02/02/99        Pending
Field of an Image in Two Dimensional                                   /02245
Space and Method of Operation

System and Method for Adjusting a      18682.0146           US         09/272756     03/19/99        Pending
Graphical Object

System and Method for Processing an    18682.0145           US         09/272928     03/19/99        Pending
Event of a Graphical Object

System and Method for Controlling      18682.0147           US         09/273170     03/19/99        Pending
the Operation of a Graphical Object
Using a Project

System and Method for Processing       18682.0148           US         09/273427     03/19/99        Pending
Data  for a Graphical Object

System and Method for Image            18682.0153           US         60/136617     05/27/99        Provisional/Pending
Processing

System and Method of Providing         19682.0158           US         09/491065     01/25/00        Pending
Interactive Vector Graphics Over a
Network

</TABLE>


<PAGE>


Exhibit "C" attached to that certain Intellectual Property Security Agreement
dated March 21, 2000.
<TABLE>
<CAPTION>

                                   EXHIBIT "C"

                                   TRADEMARKS
      <S>                 <C>                 <C>           <C>           <C>

Trademark
Description             Country             Serial No.    Reg. No.        Status
----------------------- ------------------- ---------- --------------- ---------------
Micrografx              Argentina                            1704031  Registered
Igrafx                  Australia                             792469  Registered
Ishapes                 Australia                             785622  Registered
Living Flowcharts       Australia                             721425  Registered
M & Design              Australia                            A520433  Registered
M Micrografx            Australia                             708827  Registered
(Stylized)
Micrografx              Australia                            A520432  Registered
Micrografx Flowcharter  Australia                             753061  Registered
Micrografx Graphics     Australia                             753062  Registered
Suite
Picture Publisher       Australia                             553742  Registered
Process Walker          Australia                             782766  Registered
M Micrografx            Brazil                                             Filed
(Stylized)
Micrografx (word)       Brazil                             820543934  Registered
ABC Flowcharter         Benelux                               594158  Registered
ABC Graphics Suite      Benelux                               585823  Registered
ABC Media Manager       Benelux                               590431  Registered
ABC Viewer              Benelux                               584574  Registered
Enterprisecharter       Benelux                                            Filed
Igrafx                  Benelux                              0655749  Registered
Ishapes                 Benelux                              0647136  Registered
Living Flowcharts       Benelux                               609117  Registered
M Micrografx            Benelux                               604275  Registered
(Stylized)
Micrografx              Benelux                               514057  Registered
Networkcharter          Benelux                                            Filed
Process Walker          Benelux                              0647107  Registered
ABC Flowcharter         Canada                                484500  Registered
ABC Media Manager       Canada                                             Filed
Igrafx                  Canada                                             Filed
Ishapes                 Canada                                             Filed
M & Design              Canada                             TMA385129  Registered
M Micrografx            Canada                                493739  Registered
(Stylized)
Micrografx              Canada                             TMA398633  Registered
Micrografx Flowcharter  Canada                             TMA513492  Registered
Micrografx Graphics     Canada                             TMA513494  Registered
Suite
<PAGE>


Process Walker          Canada                                             Filed
Enterprisecharter       Switzerland                           465128  Registered
Igrafx                  Switzerland                           464717  Registered
Intelligent Graphics    Switzerland                           465077  Registered
@ Work
Ishapes                 Switzerland                           463226  Registered
M Micrografx            Switzerland                           450290  Registered
(Stylized)
Networkcharter          Switzerland                           465129  Registered
Process Walker          Switzerland                           464229  Registered
M Micrografx & Design   China P.R.                                         Filed
Micrografx (word)       China P.R.                                         Filed
ABC Flowcharter         Germany                             39609500  Registered
ABC Graphics Suite      Germany                             39551351  Registered
ABC Media Manager       Germany                             39601978  Registered
ABC Viewer              Germany                             39539682  Registered
Enterprisecharter       Germany                                            Filed
Igrafx                  Germany                             39926297  Registered
Ishapes                 Germany                             39915010  Registered
Living Flowcharts       Germany                             39648778  Registered
M & Design              Germany                              1175329  Registered
M Micrografx            Germany                             39624246  Registered
(Stylized)
Micrografx              Germany                              1180297  Registered
Micrografx Flowcharter  Germany                             39751592  Registered
Micrografx Graphics     Germany                             39751593  Registered
Suite
Process Walker          Germany                             39903069  Registered
Simply 3D & Design      Germany                             39518864  Registered
ABC Flowcharter         Denmark                           04581/1997  Registered
ABC Graphics Suite      Denmark                          VR0044/1996  Registered
ABC Media Manager       Denmark                           01034/1996  Registered
ABC Viewer              Denmark                           08205/1995  Registered
Enterprisecharter       Denmark                           01928/1999  Registered
Igrafx                  Denmark                           02198/1999  Registered
Intelligent Graphics    Denmark                           02122/1999  Registered
@ Work
Ishapes                 Denmark                           01935/1999  Registered
Living Flowcharts       Denmark                           00269/1997  Registered
M & Design              Denmark                           00505/1992  Registered
M Micrografx            Denmark                           05061/1996  Registered
(Stylized)
Micrografx              Denmark                            5067/1992  Registered
Networkcharter          Denmark                           02504/1999  Registered


<PAGE>


Process Walker          Denmark                           01228/1999  Registered
M Micrografx            Community                             677930  Registered
(Stylized)              Trademark
Micrografx              Community                              66290  Registered
                        Trademark

ABC Graphics Suite      Spain                                2000322  Registered
Activecharts            Spain                                              Filed
Enterprisecharter       Spain                                              Filed
Igrafx                  Spain                                              Filed
Ishapes                 Spain                                              Filed
M & Design              Spain                                1527911  Registered
M Micrografx            Spain                                2036965  Registered
(Stylized)
M Micrografx            Spain                                2036972  Registered
(Stylized)
Micrografx Flowcharter  Spain                                2137807  Registered
Micrografx Graphics     Spain                                2112540  Registered
Suite
Networkcharter          Spain                                              Filed
Igrafx                  Finland                               216481  Registered
ABC Flowcharter         France                             96/611465  Registered
ABC Graphics Suite      France                             95/600036  Registered
ABC Media Manager       France                             96/605229  Registered
ABC Viewer              France                              95590205  Registered
Activecharts            France                              98759947  Registered
Enterprisecharter       France                              99778205  Registered
Igrafx                  France                              99791863  Registered
Intelligent Graphics    France                              99781279  Registered
@ Work
Ishapes                 France                              99780017  Registered
Living Flowcharts       France                              96648630  Registered
M & Design              France                               1551748  Registered
M Micrografx            France                              96627023  Registered
(Stylized)
Micrografx              France                               1551746  Registered
Micrografx Flowcharter  France                             97/699399  Registered
Micrografx Graphics     France                             97/698413  Registered
Suite
Networkcharter          France                              99781600  Registered
Process Walker          France                              99768882  Registered
Simply 3D               France                             98/713900  Registered
The Future of           France                              94513893  Registered
Creativity
ABC Flowcharter         Great Britain                        2057102  Registered
ABC Graphics Suite      Great Britain                        2046750  Registered
ABC Media Manager       Great Britain                        2050320  Registered

<PAGE>


ABC Viewer              Great Britain                        2038953  Registered
Enterprisecharter       Great Britain                                      Filed
Igrafx                  Great Britain                        2196379  Registered
Ishapes                 Great Britain                        2188809  Registered
Living Flowcharts       Great Britain                        2114175  Registered
M Micrografx            Great Britain                        2100650  Registered
(Stylized)
Micrografx & Design     Great Britain                        1400384  Registered
Micrografx Graphics     Great Britain                        2148822  Registered
Suite
Networkcharter          Great Britain                                      Filed
Process Walker          Great Britain                        2186055  Registered
Micrografx & Design     Hong Kong                     B14534 of 1999  Registered
Micrografx & Design     Indonesia                                          Filed
ABC Flowcharter         Italy                                              Filed
ABC Graphics Suite      Italy                                 721252  Registered
ABC Media Manager       Italy                                              Filed
Activecharts            Italy                                              Filed
Enterprisecharter       Italy                                              Filed
Igrafx                  Italy                                              Filed
Ishapes                 Italy                                              Filed
Living Flowcharts       Italy                                 759395  Registered
M & Design              Italy                                 636735  Registered
M Micrografx            Italy                                 757347  Registered
(Stylized)
Micrografx              Italy                                 626112  Registered
Networkcharter          Italy                                              Filed
Process Walker          Italy                                              Filed
ABC Flowcharter         Japan                                3283468  Registered
ABC Snapgraphics        Japan                                3283467  Registered
Igrafx                  Japan                                              Filed
Ishapes                 Japan                                              Filed
Living Flowcharts       Japan                                4229216  Registered
M & Design              Japan                                2486726  Registered
M Micrografx            Japan                                4249265  Registered
(Stylized)
M Micrografx            Japan                                4219915  Registered
(Stylized)
Micrografx              Japan                                2646649  Registered
Micrografx Designer     Japan                                2599054  Registered
Micrografx Graphics     Japan                                4286549  Registered
Suite
Simply 3D & Design      Japan                                4327117  Registered
M Micrografx & Design   South Korea                           462148  Registered

<PAGE>


M Micrografx & Design   Mexico                                528113  Registered
Igrafx                  Norway                                198653  Registered
M Micrografx            Norway                                195133  Registered
(Stylized)
Micrografx              Norway                                198324  Registered
M Micrografx            New Zealand                           286806  Registered
(Stylized)
Micrografx Flowcharter  New Zealand                           286807  Registered
M Micrografx & Design   Philippines                                        Filed
M Micrografx & Design   Puerto Rico                                        Filed
Activecharts            Sweden                                             Filed
Igrafx                  Sweden                                             Filed
Ishapes                 Sweden                                             Filed
Living Flowcharts       Sweden                                327114  Registered
M Micrografx            Sweden                                323111  Registered
(Stylized)
Micrografx              Sweden                                247501  Registered
Process Walker          Sweden                                             Filed
M Micrografx & Design   Singapore                         T97/12762E  Registered
M Micrografx & Design   Thailand                                           Filed
ABC Flowcharter         Taiwan                                782810  Registered
ABC Media Manager       Taiwan                                796021  Registered
Activecharts            Taiwan                                             Filed
Enterprisecharter       Taiwan                                             Filed
Igrafx                  Taiwan                                             Filed
Ishapes                 Taiwan                                             Filed
M Micrografx            Taiwan                                792762  Registered
(Stylized)
M Micrografx            Taiwan                                 91122  Registered
(Stylized)
Micrografx              Taiwan                                540369  Registered
Process Walker          Taiwan                                892149       Filed
M Micrografx            South Africa                        96/14629  Registered
(Stylized)
Micrografx              South Africa                        96/14628  Registered
Picture Publisher       US                                 1,527,926  Registered
Micrografx              US                                 1,533,961  Registered
ABC Flowcharter         US                                 1,632,984  Registered
Visual Font             US                                 1,947,997  Registered
Visual 3D Clipart       US                                 1,947,998  Registered
Visual Image            US                                 1,947,999  Registered
Visual Software         US                                 1,952,296  Registered
ABC Graphics Suite      US                                 2,065,704  Registered

<PAGE>


M Micrografx            US                                 2,075,195  Registered
(Stylized)
ABC Media Manager       US                                 2,079,894  Registered
ABC Viewer              US                                 2,024,560  Registered
Coolshapes              US                                 2,109,619  Registered
Optima!                 US                                 2,139,899  Registered
Instant 3D              US                                 2,155,549  Registered
Micrografx Flowcharter  US                                 2,163,886  Registered
Micrografx Designer     US                                 2,165,798  Registered
Micrographics           US                                 2,165,870  Registered
Graphics Suite
Simply 3D               US                                 2,185,865  Registered
Webtricity              US                                 2,190,684  Registered
Living Flowcharts       US                                 2,204,258  Registered
Micrografx Chili for    US                                 2,222,604  Registered
Children
Miscellaneous Design    US                                 2,244,602  Registered
NetworkCharter          US                                 2,273,186  Registered
IsoCharter              US                                 2,289,584  Registered
EnterpriseCharter       US                                 2,298,820  Registered
Swimlane                US                         75/362,573            Pending
QuickVector             US                         75/390,385            Pending
Process Walker          US                         75/527,212            Pending
Intelligent Graphics    US                         75/557,953            Pending
@ Work
Ishapes                 US                         75/561,241            Pending
Igrafx                  US                         75/592,291            Pending
Igrids                  US                         75/632,204            Pending
Idiagrams               US                         75/632,240            Pending
Iprojects               US                         75/632,241            Pending
The Process Portal      US                         75/709,222            Pending
Image2Web               US                         75/861,802            Pending
Image2Web               US                         75/861,824            Pending
Igrafx IDEF0            US                         75/887,582            Pending
Orgcharter              US                         75/914,431            Pending
Advanedge Technologies  US                                 1,909,808  Registered

</TABLE>


<PAGE>



Exhibit "D" attached to that certain Intellectual Property Security Agreement
dated March 21, 2000.
<TABLE>
<CAPTION>

                                   EXHIBIT "D"

                                   MASK WORKS
    <S>              <C>               <C>              <C>                <C>

Mask Work
Description        Country          Serial No.        Reg. No.            Status
-----------        -------          ----------        --------            ------

N/A
</TABLE>


<PAGE>






EXHIBIT A

The Collateral consists of all of Borrower's right, title and interest
in and to the following:

All goods and equipment now owned or hereafter acquired, including,
without limitation, all machinery, fixtures, vehicles (including motor vehicles
and trailers), and any interest in any of the foregoing, and all attachments,
accessories, accessions, replacements, substitutions, additions, and
improvements to any of the foregoing, wherever located;

All inventory, now owned or hereafter acquired, including, without
limitation, all merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products including such
inventory as is temporarily out of Borrower's custody or possession or in
transit and including any returns upon any accounts or other proceeds, including
insurance proceeds, resulting from the sale or disposition of any of the
foregoing and any documents of title representing any of the above;

All contract rights and general intangibles now owned or hereafter
acquired, including, without limitation, goodwill, trademarks, service marks,
trade styles, trade names, patents, patent applications, leases, license
agreements, franchise agreements, blueprints, drawings, purchase orders,
customer lists, route lists, infringements, claims, computer programs, computer
discs, computer tapes, literature, reports, catalogs, design rights, income tax
refunds, payments of insurance and rights to payment of any kind;

All now existing and hereafter arising accounts, contract rights,
royalties, license rights and all other forms of obligations owing to Borrower
arising out of the sale or lease of goods, the licensing of technology or the
rendering of services by Borrower, whether or not earned by performance, and any
and all credit insurance, guaranties, and other security therefor, as well as
all merchandise returned to or reclaimed by Borrower;

All documents, cash, deposit accounts, securities, securities
entitlements, securities accounts, investment property, financial assets,
letters of credit, certificates of deposit, instruments and chattel paper now
owned or hereafter acquired and Borrower's Books relating to the foregoing;

All copyright rights, copyright applications, copyright registrations
and like protections in each work of authorship and derivative work thereof,
whether published or unpublished, now owned or hereafter acquired; all trade
secret rights, including all rights to unpatented inventions, know-how,
operating manuals, license rights and agreements and confidential information,
now owned or hereafter acquired; all mask work or similar rights available for
the protection of semiconductor chips, now owned or hereafter acquired; all
claims for damages by way of any past, present and future infringement of any of
the foregoing;

All the stock of Image2Web, Inc. now owned or hereafter acquired by
Borrower together with all dividends, stock dividends, stock splits,
distributions, rights, proceeds, and any other property receivable or otherwise
distributable in respect of, or in exchange for, or in substitution of any and
all such stock.

All Borrower's books, records, data, plans, manuals, computer software,
computer tapes, computer systems, computer disks, computer programs, source
codes and object codes containing any information, pertaining directly or
indirectly to any of the Collateral and all rights of Debtor to retrieve data
and other information pertaining directly or indirectly to the Collateral from
third parties, whether now existing or hereafter arising. and any and all
claims, rights and interests in any of the above and all substitutions for,
additions and accessions to and proceeds thereof.

Notwithstanding the foregoing, the Collateral shall not include
Micrografx, Inc.'s interest in the stock of InterCAP Graphics Systems, Inc. now
owned or hereafter acquired by Borrower or the dividends, stock dividends, stock
splits, distributions, rights, and proceeds, or other property distributable in
exchange for, or in substitution of any and all of capital stock of InterCAP
Graphics Systems, Inc.


<PAGE>