<PAGE>   1
                                                                    EXHIBIT 10.1



                              SETTLEMENT AGREEMENT

         This SETTLEMENT AGREEMENT ("Agreement") between Micrografx, Inc., a
Texas corporation, (referred to herein as the "Company"), and J. Paul Grayson
("Executive"), is entered into and effective as of the 15th day of April,
1997, and sets forth the terms and conditions concerning Executive's separation
from employment with the Company.

         THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO ARTICLE 17.

         WHEREAS, the parties have agreed on the terms and conditions of the
termination of employment of Executive from the Company;

         NOW, THEREFORE, in consideration of the agreement of such terms and
conditions as contained herein, the parties agree as follows:

         1. Effective Date of Termination of Employment. The Company and
Executive agree that the effective date of Executive's termination of
employment and as a member of the Board of Directors was the close of business
on December 31, 1996, (the "Effective Date").

         2. Settlement Compensation

         (a) The Company agrees to pay Executive a Settlement amount of Two
Hundred Six Thousand Dollars ($206,000) in two equal payments upon the
execution of this Agreement by all parties. The first payment will be made on
April 25, 1997 and the second payment on July 1, 1997. Such payment shall be
subject to appropriate withholding and deductions consistent with the Company's
normal payroll policies. Executive acknowledges that payment of the Settlement
amount described herein is made by the Company in consideration of the
agreements, releases and undertakings of Executive made herein, and is also in
full and complete satisfaction of all of the Company's obligations to
Executive, including, without limitation, the Company's obligations pursuant to
the (i) Employee Non-Disclosure Agreement dated June 1, 1982, (ii) Executive
Severance Agreement, and Executive Severance Policy (Non-Change in Control),
delivered as of October 21, 1996 but not executed by the parties, all of which
agreements and any other agreements respecting employment, compensation or
benefits are terminated and of no further force or effect upon the execution of
this Agreement by all parties and the payment of the sums required hereunder,
except for the provisions of the Nondisclosure Agreement, which shall expressly
survive.

         Executive represents and warrants to the Company that no other sums
are now or will be in the future due and payable to Executive by the Company
other than those amounts specified in this Agreement, the receipt of which is
hereby acknowledged.

         3. American Express Charges. Executive agrees to return his corporate
American Express Card to Company and to make no further charges to such
account. Executive agrees to pay any personal charges which have been charged
to such account. Company shall pay any business charges on such account in
accordance with Company's current expense reimbursement policy and will provide
Executive with any documentary copies or evidence of such charges.


                                      1
<PAGE>   2
         4. Options and Stock. The Company and Executive acknowledge and agree
that as of the Effective Date, all stock options previously granted to
Executive pursuant to the company's Incentive and Nonstatutory Stock Option
Plans, not otherwise vested, have been terminated and are of no further force
or effect. Employee represents and warrants to the Company that he has neither
purchased nor sold any shares of the common stock of the Company during the
period beginning 6 months prior to January 10, 1997 and through and including
the date of execution hereof not otherwise reported.

         5. Insurance Plans. The Company and Executive acknowledge and agree
that as of the Effective Date, Executive has no further rights to participate
in any of the Company's group or other insurance (medical, dental, life,
retirement, or other insurance or group benefit programs) plans, except as may
be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985
(i.e., COBRA), at Executive's expense.

         8. Duties of  Executive

               a. Termination as Officer and Director. The Company and Executive
hereby acknowledge that all directorships, offices and other positions held by
Executive with the Company and all of its subsidiaries and affiliates
terminated on December 31, 1996. The Company agrees to remove Executive from
such positions on a timely basis, as may be necessary, and Executive agrees to
cooperate with Company in such actions.

               b. Non-disclosure and Non-competition. Executive acknowledges
that he is subject to, and Executive hereby reaffirms and agrees to abide by,
the terms and conditions of that certain Employee Non-Disclosure Agreement
dated June 1, 1982, and further acknowledges and agrees that the provisions of
such Employee Non-disclosure Agreement shall apply to Executive. The
non-competitive provisions of such agreement shall hereby continue to be in
full force and effect.

               c. Non-solicitation. For a period of one (1) year immediately 
following the termination of Executive's employment with the Company, Executive
shall not either directly or indirectly make known to any person, firm, or
corporation the names and addresses of any of the customers of the Company or
any other information pertaining to the customers or call on, solicit, or take
away, or attempt to call on, solicit, or take away, any of the customers of the
Company on whom Executive called or with whom he became acquainted during the
term of employment with the Company under this Agreement, either for himself or
for any other person, firm, or corporation.

               d. Non-hire. For a period of one (1) year immediately following 
the termination of Executive's employment with the Company, Executive shall not
employ, offer to employ, solicit or hire as an Executive, agent or contractor
or in any other capacity, any current Executive or contractor of the Company.

               e. Comments About the Company. Executive and Company each
agree that they will not say, publish or do any act or thing that disparages or
casts the other party, its officers, directors, Executives, agents and/or
representatives as the case may be in an unfavorable light, or which could
result in injury to any such person or party's reputation. Either party shall
make no public statements or announcements regarding Executive's past
employment by the Company or any of the matters set forth herein without first


                                      2
<PAGE>   3
consulting with the Company and obtaining its prior written approval as to the
timing and content of the proposed statements and/or announcements, except that
other party may disclose dates of employment, title, job description and final
base annual salary of Executive with the Company. The parties agree that
neither shall make any press release or other public announcement concerning
this Agreement except to the extent required by applicable law.

               Executive further agrees at Company's reasonable request, to
appear jointly with Company's President or to be interviewed for industry
publications, where such appearances or interviews do not interfere with
Executive's schedule and may be beneficial to Company's public image. Executive
also agrees to reasonably cooperate or assist Company with any dispute or
litigation which the Company may have and to which Executive may have
information.

               Company will also cause to be mailed a letter to the editor of
the Dallas Morning News, a copy of which attached hereto as Exhibit A, which
has been agreed by the parties. The parties acknowledge that Company cannot
guarantee publication or the form of publication of such letter. An originally
signed duplicate of the letter shall be mailed to Executive for his file.

               f. Assistance. Executive agrees to provide reasonable assistance
to management of the Company in connection with the Chili for Children
Foundation, and in furtherance thereof, shall commit his best efforts to cause
the relationship to continue with Company consistent with the agreement set
forth as Exhibit B herein, and to henceforth vote in favor of such agreement
now and in the future. The parties agree that any dispute or alleged breach of
or under Exhibit B shall not be a breach of this Agreement.

               g. Return of Company Property. Executive agrees to return all
Company property in his possession concurrently with the execution of this
Agreement on both parties, including, without limitation, all computers,
printers, software, hardware, communications equipment, credit cards,
telephone, automobiles, the airpass issued in Executive's name, business
records and any other related items, except when the parties agree in writing
to assign such item to Executive.

               h. Referral. The Company and Executive acknowledge and agree
that Executive shall direct all inquiries concerning the employment history of
Executive from a prospective employer to the Director of Human Resources, and
the Company shall provide such prospective employer only with the dates of
Executive`s employment with the Company, title and final base salary, or a
letter or statement which the parties may otherwise agree.

         9.  Releases

               a. In consideration of the premises and mutual promises,
agreements, and covenants contained herein, including the payments to Executive
in which the spouse of Executive has a community property interest and subject
to the full and timely payment to Executive the Settlement Compensation set
forth in 2 above, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Executive and his spouse hereby
fully, finally, completely and generally release the Company, its subsidiaries
and/or affiliates and their respective officers, directors, Executives,
shareholders, attorneys, agents and representatives from any and all claims,
actions, demands, losses, liabilities, expenses, obligations and/or causes of
action, of whatever kind or character (collectively the "Claims"), arising out
of 



                                      3
<PAGE>   4
occurrences prior to the date of execution of this Agreement, whether known or
unknown, arising from, relating to, or in any way connected with Executive's
employment with the Company or to any Claim or defense that Executive or his
spouse may have with respect to the Promissory Note or the Loan Documents, the
termination of Executive's employment with the Company, his service as an
officer of the Company and any of its subsidiaries and/or affiliates, and from
any and all Claims arising under the Civil Rights Act of 1964, Americans with
Disabilities Act of 1990, Texas Commission on Human Rights Act, Texas Handicap
Discrimination Act, and any and all other Claims arising under any statute,
common law or contract (whether oral or written), and subject to the full and
timely payment to Executive of all Settlement Compensation in 2. above, and his
spouse further agree not to take any legal action or file any suit, action, or
proceeding against the Company, its subsidiaries and/or affiliates and their
respective officers, directors, Executives, shareholders, attorneys, agents or
representatives related thereto, or aid, assist or abet any party pursuing a
suit, action or proceeding against the Company with respect to the Claims. This
release shall not affect the rights of Executive or the Company created or
continued under this Settlement Agreement.

               b. In consideration of the premises and mutual promises,
agreements, and covenants contained herein, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
Company (by and through its directors and officers) and those directors of the
company listed under the acknowledgment below, hereby fully, finally,
completely and generally release Executive from any and all claims, actions,
demands, losses, liabilities, expenses and/or causes of action of whatever kind
and character, arising out of occurrences prior to the date of execution of
this Agreement, whether known or unknown, arising from, relating to, or in any
way connected with Executive's employment with the Company and the termination
of his employment with the Company, and his service as an officer of the
Company and any of its affiliates and/or subsidiaries, arising under any
statute, common law or contract (whether oral or written), provided, however,
that this release is based upon Executive's representation that he has not
taken any action that would make the Company, its subsidiaries and/or
affiliates, or their respective officers, directors, Executives, shareholders
and/or agents liable for any illegal activities, intentionally and individually
without Board of Management approval or joinder.

               c. Each party understands and agrees that this Agreement
constitutes a valid and enforceable waiver and release, and creates enforceable
rights as described herein, and acknowledges that this waiver and release is
made knowingly and voluntarily.

               d. Executive and Company agree to fully and immediately dismiss
any pending administrative or judicial action that has been filed against the
other.

         10. Binding Nature. EXECUTIVE, HIS SPOUSE AND THE COMPANY ACKNOWLEDGE
THAT EACH HAS CAREFULLY READ THIS AGREEMENT, THAT EACH FULLY UNDERSTANDS ITS
PROVISIONS AND ITS FINAL AND BINDING EFFECT, AND THAT EACH IS SIGNING THIS
AGREEMENT VOLUNTARILY. EXECUTIVE, HIS SPOUSE AND THE COMPANY FURTHER
ACKNOWLEDGE THAT EACH HAS BEEN AFFORDED THE OPPORTUNITY TO CONSULT WITH AN
ATTORNEY OF THEIR CHOICE PRIOR TO EXECUTING THIS AGREEMENT. THIS AGREEMENT AND
ALL OF THE RIGHTS OF THE COMPANY UNDER THIS AGREEMENT WILL INURE TO THE BENEFIT
OF AND WILL BE ENFORCEABLE BY THE COMPANY'S SUCCESSORS AND ASSIGNS. THIS
AGREEMENT AND ALL OF THE RIGHTS OF EXECUTIVE UNDER THIS AGREEMENT WILL INURE TO
THE BENEFIT OF AND WILL BE ENFORCEABLE BY HIS PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES,
DEVISEES AND LEGATEES. EXECUTIVE AND COMPANY REPRESENT THAT EACH OF THEM HAS
THE REQUISITE AUTHORITY AND COMPETENCY TO EXECUTE THIS AGREEMENT, AND THE
COMPANY 



                                      4
<PAGE>   5

REPRESENTS THAT THE UNDERSIGNED OFFICER HAS THE REQUISITE AUTHORITY AND
COMPETENCY TO EXECUTE THIS AGREEMENT ON BEHALF OF THE COMPANY.

         11. Severability. If any provision of this Agreement is declared or
found to be illegal, unenforceable or void, in whole or in part, then both
parties will be relieved of all obligations arising under such provision, but
only to the extent it is illegal, unenforceable or void. The intent and
agreement of the parties to this Agreement is that this Agreement will be
deemed amended by modifying any such illegal, unenforceable or void provision
to the extent necessary to make it legal and enforceable while preserving its
intent, or if such is not possible, by substituting therefor another provision
that is legal and enforceable and achieves the same objectives. Notwithstanding
the foregoing, if the remainder of this Agreement will not be affected by such
declaration or finding and is capable of substantial performance, then each
provision not so affected will be enforced to the extent permitted by law.

         12. Waiver. No delay or omission by either party to this Agreement to
exercise any right or power under this Agreement will impair such right or
power or be construed as a waiver thereof. A waiver by either of the parties to
this Agreement of any of the covenants to be performed by the other or any
breach thereof will not be construed to be a waiver of any succeeding breach
thereof or of any other covenant contained in this Agreement. All remedies
provided for in this Agreement will be cumulative and in addition to and not in
lieu of any other remedies available to either party at law, in equity, or
otherwise.

         13. Full Payment. The payments and obligations of the Company
described herein satisfy all of Executive's and his spouse's Claims against the
Company. Executive further agrees that he will be solely responsible for and
will indemnify and hold the Company harmless from, any federal or state income
tax, FICA, or other tax liability, if any, resulting from the payments made to
Executive pursuant to this Agreement, or other sums previously paid to
Executive during his employment by the Company, except as may have been
withheld by the Company in accordance herewith. Executive and his spouse
recognize that if either of them breaches their respective agreements contained
herein, that they shall be jointly and severally liable to the Company as a
result thereof for all payments made hereunder by the Company to Executive in
reliance upon and in consideration for their respective agreements herein
contained. Provided, however, notwithstanding any liability Executive or his
spouse may have to the Company as a result of any breach of this Agreement, the
releases, waivers and other agreements contained herein shall not be affected
and shall continue in full force and effect.

         14. Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY
PRINCIPLE OF CONFLICT-OF-LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF
ANY OTHER JURISDICTION. THE PARTIES HERETO SUBMIT THEMSELVES TO THE
JURISDICTION OF THE TRIBUNALS OF THE STATE OF TEXAS, INCLUDING WITHOUT
LIMITATION, THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
TEXAS, WHICH MAY SO HAVE JURISDICTION, EXPRESSLY WAIVING ANY VENUE TO WHICH
THEY MAY BE ENTITLED BY THEIR PRESENT OR FUTURE DOMICILES.

         15. Notices. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or on the 




                                      5
<PAGE>   6
expiration of three (3) days after being mailed by United States registered
mail, return receipt requested, postage prepaid, or immediately by facsimile,
addressed as follows:

         If to Executive:           J. Paul Grayson
                                    6325 Murphy Rd.
                                    Garland, TX  75048

         If to the Company:         President
                                    Micrografx, Inc.
                                    1303 Arapaho Road
                                    Richardson, Texas  75081
                                    cc: Legal Department


         Or to such other address as either party may have furnished to the
         other in writing in accordance herewith, except that notices of change
         of address shall be effective only upon receipt.

         16. ARBITRATION. EXECUTIVE, HIS SPOUSE AND THE COMPANY AGREE THAT ANY
DISPUTE ARISING UNDER THIS AGREEMENT, SHALL BE SUBMITTED TO ARBITRATION IN
DALLAS, TEXAS IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION. THE DECISION OF THE ARBITRATOR(S) WILL BE BINDING, CONCLUSIVE AND
NON-APPEALABLE, AND THAT COSTS OF SUCH ARBITRATION SHALL BE PAID BY THE PARTY
CHARGED BY THE ARBITRATOR(S) IN RENDERING ITS (THEIR) DECISION. EXECUTIVE AND
HIS SPOUSE AGREE THAT, NOTWITHSTANDING THIS PROVISION, THE COMPANY MAY OBTAIN
ANY INJUNCTIVE, EQUITABLE OR COMMON LAW RELIEF NECESSARY TO ENFORCE EXECUTIVE'S
OBLIGATIONS ARISING UNDER SECTIONS 8(B), 8(C) AND 8(D) OF THIS AGREEMENT.

         17. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         18. EQUITABLE REMEDIES. EXECUTIVE AND THE COMPANY ACKNOWLEDGE THAT
NEITHER HE NOR THE COMPANY WOULD ENTER INTO THIS AGREEMENT BUT FOR THE
AGREEMENTS OF THE OTHER CONTAINED HEREIN AND THAT THE OTHER WOULD BE
IRREPARABLY INJURED BY A VIOLATION OF THE PROVISIONS OF THIS AGREEMENT AND THAT
NEITHER WOULD HAVE ADEQUATE REMEDY AT LAW IN THE EVENT OF SUCH VIOLATION.
THEREFORE, EXECUTIVE AND THE COMPANY ACKNOWLEDGE THAT INJUNCTIVE RELIEF,
SPECIFIC PERFORMANCE OR ANY OTHER APPROPRIATE EQUITABLE REMEDY (WITHOUT BOND OR
OTHER SECURITY BEING REQUIRED) ARE APPROPRIATE REMEDIES TO ENFORCE COMPLIANCE
BY THE OTHER OF ITS OBLIGATIONS HEREUNDER.

         19. Entire Agreement. This Agreement constitutes the entire agreement
between the parties to this Agreement with respect to the subject matter of
this Agreement and there are no understandings or agreements relative to this
Agreement which are not fully expressed in this Agreement, except for that
certain Employee Nondisclosure Agreement dated June 1, 1982, between Executive
and the Company. All prior agreements between the parties with respect to the
subject matter of this Agreement, whether oral or written, are expressly
superseded by this Agreement. No change, waiver or discharge of this Agreement
will be valid unless in writing and signed by the party against which such
change, waiver or discharge is to be enforced.




                                      6
<PAGE>   7
         This Agreement is executed on this 15th day of April, 1997, to be
effective as of the Effective Date.

MICROGRAFX, INC.                            Executive

By:    /s/ DOUGLAS RICHARD                  /s/ J. PAUL GRAYSON             
       -------------------------            ------------------------------------
Title: Chief Executive Officer              J. Paul Grayson
       -------------------------




                      ACKNOWLEDGMENT AND FURTHER AGREEMENT

         I, ____________ Barbara J. Martin, for the consideration to my spouse
J. Paul Grayson in which I have a community property interest, and for other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, do hereby acknowledge and agree to abide by the terms and
conditions of this Agreement.

                                            Spouse

                                            /s/ BARBARA J. MARTIN
                                            -----------------------------------
                                            Barbara J. Martin



                                       7
<PAGE>   8



                                   EXHIBIT A




Letter to the Editor
Dallas Morning News
Subject:  Clarification of comments regarding J. Paul Grayson in the Business 
          Section of the Dallas Morning News of Wednesday March 12, 1997.

In an article entitled "7th Level's Grayson leaving Firm", your writer Alan
Goldstein apparently quoted Seymour Merrin (a Micrografx Board Member) out of
context in relating comments Mr. Merrin made about George Grayson to his
brother Paul.

As the Co-founder, and current Chairman of the Board of Micrografx, I speak for
the employees of Micrografx in stating my conviction that J. Paul Grayson made
a significant and long-lasting contribution to the success of Micrografx, and
we take issue with any interpretation of the article to the contrary.

In fact, during Mr. Grayson's recent tenure as CEO (July 1994 through November
1996), Micrografx recorded nine straight quarters of profitability. In
addition, the Company's cash position improved significantly reaching a record
level. During this period, the Company also reduced sales and marketing,
operational, and employment expenses without laying off any employees.

Mr. Grayson was also directly responsible for bringing in a number of talented
outside corporate Directors and professional managers to Micrografx, including
our CEO, Douglas Richard.

Thanks in a large part to Mr. Grayson's leadership, the Company today has an
excellent financial position, is debt free, has adequate cash reserves and is
well positioned to continue its success in the future.

Sincerely,


Joseph A. Kupke
Chairman of the Board of Directors, Micrografx, Inc.




                                      8
<PAGE>   9



February 11, 1997



J. Paul Grayson
President, Micrografx Chili For Children Foundation, Inc.
1303 East Arapaho Rd.
Richardson, Texas  75081

SUBJECT: Continuation of Relationship Between Foundation and Micrografx, Inc.

Dear Paul:

As you know the Company has been considering the basis upon which it may
continue to work cooperatively with the Foundation in sponsorship and a
relationship beyond sponsorship in connection with the chili cook-off, under
the direction of Larry Morris. Since the event of the chili cook-off, as well
as the Foundation, presents a mutually beneficial relationship to the Company
and the Foundation, we are pleased in proposing that the relationship continue
and even become more strong at the present time. Therefore, we submit the
following proposal for the Foundation's Board of Directors to consider:

     1.  The Company agrees to continue its sponsorship at the Cattle Baron
         sponsorship level at the current rate of $30,000 per year.

         While technically we would like the opportunity to reconsider the
         level of sponsorship should the amount dramatically increase from
         $30,000, I do not see any reason why the Company cannot continue to
         agree to sponsorship at the Cattle Baron level for this year and years
         beyond.

     2.  Micrografx will continue to sponsor the event cocktail party as it
         has in the past. While there has been some sharing of the expenses for
         the party, we assume that the cost of the party in the future will be
         a Micrografx marketing expense, with the party to be similar to those
         as we have had in the past.




Exhibit B




                                      9
<PAGE>   10



Mr. J. Paul Grayson
Page 2


     3.  The Foundation and the Company shall basically share at the rate of
         50% each the out-of-pocket costs for continued operation of the
         Foundation on a daily basis. While we can provide a more detailed
         schedule, the costs of the total expenses should include the cost,
         salary and benefits for Kate Potts, 75% of the time for Laura Calava,
         allocated real estate, any extraordinary use of Micrografx associates
         used for the chili cook-off, and miscellaneous expenses such as office
         supplies and telephone. The costs for those items for the year just
         ending as of the chili cook-off was approximately $66,000. Therefore,
         each of us would contribute $33,000, necessitating the Foundation
         provide a check to Micrografx each year in that amount. Since the
         Foundation has currently agreed to pay to the Company $25,000 per
         year, this should only be a slight increase in any given year.

         If you wish we can also agree to a floor and a ceiling for such
         amount. That is, Micrografx will always agree to contribute expenses
         so that its share of such amounts equal or exceed $25,000, and would
         request in return that the matching contribution which the Company
         would be required to contribute would be $75,000. In connection with
         this arrangement, Kate and Laura would remain on the payroll of
         Micrografx, Inc. but would have only a dotted line reporting
         responsibility to an internal officer of the Company for planning
         purposes. That individual at the present time would be John Dearborn,
         in order to maximize the marketing benefits of the cook-off to the
         Company. Kate would be under the direct supervision of yourself, and
         would be free to come and go as she pleases and work at your
         direction.

         The Company would also ask that under John's leadership that Kate and
         John would work together on issues which are related to the event,
         such as providing John an advance look at annual planning, mutual
         planning of the party, and purchasing, accounting, and other items of
         mutual contact within the Company.

     4.  The Company would have the ability to appoint a member of its
         management team to the Foundation's Board of Directors, and such
         individual would continue to be elected as a director during the
         Company's sponsorship of the event.

     5.  In order to build a lasting relationship to which the Company and the
         Foundation can invest, we suggest that this relationship be formally
         documented for a period of five (5) years, including our participation
         in the chili cook-off for 1997.




                                      10
<PAGE>   11
Mr. J. Paul Grayson
Page 3


     6.  The Foundation will agree to not change the name of the Foundation
         without the permission of the Company.




Paul, we look forward to doing more to support the Foundation in connection
with these points, as opposed to taking a lesser role. We believe in the
charitable purpose of the Foundation, and will commit ourselves obviously in
many ways in which we cannot document and for which we do not expect
reimbursement. If these items are agreeable to you, we will document them in a
brief memorandum and be pleased to continue the relationship with you and the
Foundation.

Very truly yours,


/s/ DOUGLAS RICHARD
-----------------------------
    Douglas Richard


AGREED AND ACCEPTED:



/s/ J. PAUL GRAYSON
-----------------------------
    J. Paul Grayson


                                       11