EXHIBIT 10

NEITHER THIS NOTE NOR ANY OF THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAW. NO SALE TRANSFER, PLEDGE OR ASSIGNMENT OF
THIS NOTE OR OF THE SECURITIES ISSUABLE UPON CONVERSION HEREOF SHALL BE VALID OR
EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAW, OR (B) THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
OF ANY APPLICABLE STATE SECURITIES LAW.

$____________                                             DATE: JANUARY 12, 2001




                                MICROGRAFX, INC.

                           CONVERTIBLE PROMISSORY NOTE

         Micrografx, Inc., a Texas corporation (the "Company"), for value
received, hereby promises to pay to __________________________ or registered
assigns (the "Holder") on or before April 30, 2001 (the "Maturity Date"), at the
principal offices of Holder the principal sum of $____________, and to pay
interest on such amount at a rate per annum of eight percent (8%) until the
Company's obligation with respect to the payment of such principal sum shall be
discharged as herein provided

         Securities Act Compliance.
         -------------------------

         By accepting this Note and through its signature below, the Holder
hereby acknowledges, represents and warrants to the Company that: (1) This Note
is issued to the Holder in reliance upon the Holder's representations to the
Company as set forth herein. This Note and the Preferred stock issuable upon
conversion hereof, (collectively the "Securities") are being or will be acquired
for investment for the Holder's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that the
Holder has no present intention of selling, granting any participation in, or
otherwise distributing the same. By accepting this Note, the Holder further

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represents that the Holder does not presently have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Securities.

The Holder represents that it has full power and authority to enter into this
Agreement; (2) The Holder has had an opportunity to discuss the Company's
business, management, financial affairs and the terms and conditions of the
offering of the Securities with the Company's management; (3) The Holder
understands that the Securities have not been registered under the Securities
Act of 1933 (the "Securities Act"), by reason of a specific exemption from the
registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of the
Holder's representations as expressed herein. The Holder understands and
acknowledges that the Securities are "restricted securities" under applicable
U.S. federal and state securities laws and that, pursuant to these laws, the
Holder must hold the Securities indefinitely unless subsequently registered
under the Securities Act and qualified by state authorities, or an exemption
from such registration and qualification requirements is available. The Holder
acknowledges that the Company has no obligation to register or qualify the
Securities for resale, except as set forth above. The Holder further
acknowledges that if an exemption from registration or qualification is
available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Securities,
and on requirements relating to the Company which are outside of the Holder's
control, and which the Company is under no obligation and may not be able to
satisfy; (4) The Holder is an accredited investor as defined in Rule 501(a) of
Regulation D promulgated under the Securities Act; and (5) The Holder
understands that the Securities involve a high degree of risk and should be
considered only by persons who can afford the loss of the entire principle plus
accrued interest.

         The Holder agrees that this Note may not be sold, transferred, pledged,
hypothecated or otherwise disposed of except with the prior written consent of
the Company which may be withheld in its sole discretion, and as follows: (1) to
a person who, in the opinion of counsel to Company, is a person whom the Note
may legally be transferred without registration and without delivery of a
current prospectus under the Securities Act with respect thereto and then only
against receipt of an agreement of such person to comply with the provisions of
this Section I with respect to any resale or other disposition of the Note; or
(2) to any person upon delivery of a prospectus then meeting the requirements of
the Securities Act relating to such securities and the offering thereof for such
sale or disposition, and thereafter to all successive assignees.

1.       Prepayment.
         ----------

         The principal amount of this Note may be prepaid by the Company, in
whole or in part without premium or penalty, at any time prior to the Maturity
Date. Upon any prepayment of the entire principal amount of this Note, all
accrued but unpaid interest shall be paid to the Holder on the date of
prepayment.

2.       Security.
         --------


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     (a) As  collateral  security  for  the  prompt  and  complete  payment  and
performance  of all  amounts  due  hereunder  (whether  at stated  maturity,  by
acceleration or otherwise) of the amounts due hereunder (the "Obligations"), the
Company hereby assigns,  mortgages,  pledges and hypothecates to the Holder, and
hereby  grants to the Holder a  continuing  lien and security  interest,  in the
Collateral (as defined  below).  As used herein,  the Collateral  shall mean all
accounts (as defined in Section 9.106 of Texas  Business and Commerce Code as in
effect on the date hereof) of each of the following subsidiaries of the Company:

                           Micrografx Deutschland GmbH
                           Edisonstrasse 6
                           D-85716 Unterschleissheim Muenchen, Germany

                           Micrografx, Italia, Srl
                           Via Ettore Sacchi 8
                           26100 Cremona, Italy

                           Micrografx France S.A.R.L.
                           BP125 14 Rue De La Ferme
                           92106 Boulogne Billancourt Cedex, France

                           Micrografx, B.V.
                           Bisonspoor 6007
                           3605 LV Maarssen, Netherlands

                           Micrografx Limited
                           Grafx House, Forsyth Road
                           Woking, Surrey GU21-5RS England

                           InterCap Graphic Systems, AG
                           Dorfzentrum, 8917 Oberlumkhofen
                           Switzerland

         (b) This Note shall create a continuing security interest in the
Collateral and shall (i) be binding upon the Company, its successors and assigns
and (ii) inure, together with the rights and remedies of the Holder, to the
benefit of the Holder, its successors, transferees and assigns. Upon the payment
in full of the Obligations, including as a result of conversion of the Note, the
security interests granted hereby shall terminate and all rights to the
Collateral shall revert to the Company. Upon any such termination, the Holder
will execute and deliver to the Company such documents as the Company shall
reasonably request to evidence such termination.

         (c) The Company hereby represents and warrants that (i) none of the
Collateral is subject to any lien, claim, or encumbrance on any of the
Collateral other than liens arising in the ordinary course of business which do
not secure indebtedness for borrowed money and do not impact the value of the
Collateral and the liens of the holders of the other convertible promissory
notes issued as of the date hereof (the "Other Holders"), and (ii) the security
interests created herein constitute first priority liens on the Collateral in
favor of the Holder, which are prior to all other liens, claims and encumbrances
on the Collateral created by the Company other than liens arising in the
ordinary course of business which do not secure indebtedness for borrowed money
and do not impact the value of the Collateral and the liens of the Other
Holders.

         (d) The Company agrees that so long as this Note remains outstanding,
the Company will comply in all respects with each covenant set forth below:


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<PAGE>


                  (i) From time to time the Company will promptly execute and
         deliver all further instruments and documents, and take all further
         action, that may be reasonably necessary or desirable, or the Holder
         may reasonably request, in order to perfect and protect any security
         interest granted or purported to be granted hereby or to enable the
         Holder to exercise and enforce rights and remedies hereunder with
         respect to any Collateral.

                  (ii) The Company will not create, assume or permit to exist,
         will defend the Collateral against, and will take such other action as
         is necessary to remove, any lien or claim on or to the Collateral and
         will defend the right, title and interest of the Holder and the Other
         Holders in and to any of the Collateral against the claims and demands
         of all parties whomsoever.

                  (iii) The Company will not sell, transfer, lease, abandon or
         otherwise dispose of any material portion of the Collateral, or
         attempt, offer or contract to do so, except for dispositions of
         Collateral in the ordinary course of business.

                  (iv) The Company will not create, incur, assume or suffer to
         exist any lien, claim, or encumbrance on any of the Collateral other
         than liens arising in the ordinary course of business which do not
         secure indebtedness for borrowed money.

         (e) The Holder agrees that the Obligations shall rank pari passu with
all obligations of the Other Holders in right of payment.

         (f) Regardless of the validity of, or order of creation, possession,
attachment, perfection, filing, recording, execution or delivery of any
financing statement, security agreement, pledge agreement, mortgage or other
document evidencing, creating or perfecting the Holder's or the Other Holder's
security interest, and notwithstanding any contrary provisions of any law, rule
or regulation (to the extent such provisions can be varied by agreement), the
Holder's security interest shall rank pari passu with all Other Holder's
security interests, and any and all rights of the Holder and each Other Holder
with respect to the Collateral and all proceeds thereof, including without
limitation, rights to receive payment from the proceeds thereof, shall rank pari
passu with each other with respect to such collateral.

3.       Mandatory Conversion.
         --------------------

         Upon the consummation of the first Qualified Financing after the date
hereof, the unpaid principal and accrued interest on this Note shall be
converted into Preferred stock of the Company. The Preferred Stock Designation
of the Qualified Financing shall contain the terms and preferences as specified
in the PRELIMINARY SUMMARY OF TERMS, Series B Non-Voting Convertible Preferred
Stock, attached as Exhibit A to this Convertible Promissory Note.

         In the event of a Mandatory Conversion pursuant to this Section 3, the
Holder of this Note shall receive that number of shares of Preferred stock that
is equal to the then outstanding principal balance plus accrued interest due to
such Holder divided by the per share purchase price of the Preferred stock in
such Qualified Financing.

         "Qualified Financing" shall mean an equity financing of the Company in
which Preferred stock is issued and in which the investors invest an aggregate
of up to $4.5 million including principal and accrued interest converted under
this Note and other similar convertible promissory notes on or before April 30,
2001.

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4.       Use of Proceeds.
         ---------------

         The proceeds of this Note shall be used to satisfy existing obligations
of the Company.

5.       Miscellaneous.
         -------------

a. The Company may consider and treat the person in whose name this Note shall
be registered as the absolute owner thereof for all purposes whatsoever and the
Company shall not be affected by any notice to the contrary. Subject to the
limitations herein stated, the registered owner of this Note shall have the
right to transfer this Note by assignment, and the transferee thereof shall,
upon his registration as owner of this Note, become vested with all the powers
and rights of the transferor. Registration of any new owners shall take place
upon presentation of this Note to the Company at its principal offices, together
with a duly authenticated assignment. In case of transfer by operation of law,
the transferee agrees to notify the Company of such transfer and of his address,
and to submit appropriate evidence regarding the transfer so that this Note may
be registered in the name of the transferee. This Note is transferable only on
the books of the Company. Notice sent to any registered owner shall be effective
as against all holders or transferees of the Note not registered at the time of
sending the communication. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
duly made immediately when delivered personally or on the next business day if
mailed by commercial overnight courier with confirmation of receipt or
telecopied or telexed with confirmation of receipt (a) if to the Holder, to the
address shown on the books of the Company, or (b) if to the Company, to
Micrografx, Inc., Attention: John Carradine, 8144 Walnut Hill Lane, Suite 1050,
Dallas, TX 75231, USA; or at such other address as the Holder or the Company may
hereafter have advised the other.

b. Payment of principal shall be made to the registered owner of this Note upon
presentation of this Note on or after maturity. No interest shall be due on this
Note for such period of time that may elapse between the maturity of this Note
and its presentation for payment.

c. The Holder shall not, by virtue, hereof, be entitled to any rights of a
shareholder in the Company, whether at law or in equity until its conversion as
described herein, and the rights of the Holder are limited to those expressed in
this Note.

d. THIS NOTE SHALL BE CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH THE
LAWS  OF  THE  STATE  OF  TEXAS  WITHOUT  REGARD  TO THE  CONFLICTS  OF LAW
PRINCIPLES THEREOF.




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        IN WITNESS WHEREOF,  MICROGRAFX, INC. has caused this Convertible
 Promissory  Note  to be  issued  in its  name by its  Chief  Executive
 Officer on the date first set forth above.

                                              MICROGRAFX, INC.


                                         By: /s/ JAMES L. HOPKINS
                                             --------------------
                                                 James L. Hopkins
                                                 CEO

Accepted and agreed:

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


By:
       -----------------------------

Print name:

Title:

Address:





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