EXHIBIT 4.1


              THIS WARRANT HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED,  AND SUCH MAY NOT BE SOLD,  PLEDGED,  HYPOTHECATED OR
         OTHERWISE  TRANSFERRED  UNLESS  THERE IS A  REGISTRATION  STATEMENT  IN
         EFFECT  COVERING  THIS WARRANT OR THERE IS AVAILABLE AN EXEMPTION  FROM
         THE  REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT OF  1933,  AS
         AMENDED.

                        WARRANT TO PURCHASE COMMON UNITS

Date of Issuance: August ___, 2000                           Certificate No. W-1

                  FOR VALUE RECEIVED, Micrografx, Inc., a Texas corporation (the
"COMPANY"),  hereby grants to Prentiss  Properties Trust, a Maryland real estate
investment  trust  ("PRENTISS"),  or its  registered  assigns  (the  "REGISTERED
Holder") the right to purchase from the Company one hundred  thousand  (100,000)
shares of common stock,  par value $0.01 per share,  of the Company (the "COMMON
STOCK") at an exercise  price of $1.03 per share,  all as set forth in SECTION 1
hereof.  The  number  of  shares  purchasable  upon  exercise  of  this  warrant
("WARRANT")  and the  exercise  price are subject to  adjustment  as provided in
SECTION  2  hereof.  This  Warrant  is issued  by the  Company  pursuant  to the
Termination of Lease and Release Agreement, dated of even date herewith, between
the Company and  Prentiss  (the  "AGREEMENT").  Certain  capitalized  terms used
herein are defined in SECTION 3 hereof.

                  This Warrant is subject to the following provisions:

Section 1.        EXERCISE OF WARRANT.

                  1A. EXERCISE PERIOD.  The Registered  Holder may exercise,  in
whole or in part, the purchase rights  represented by this Warrant,  at any time
and from  time to time  commencing  on the Date of  Issuance  and  shall  remain
exercisable until 5:00 p.m., Texas time, on the seventh  anniversary of the Date
of  Issuance  or,  if such day is not a  Business  Day,  on the  next  preceding
Business Day (the "EXERCISE PERIOD").

                  1B.  PURCHASE  OF  COMMON  STOCK.  Subject  to the  terms  and
conditions hereinafter set forth and set forth in the Agreement,  the Registered
Holder is  entitled,  upon  receipt  by the  Company of the items  specified  in
SECTION 1D hereof,  to  purchase  from the  Company up to one  hundred  thousand
(100,000)  shares of Common Stock. The number of shares of Common Stock issuable
pursuant  to this  SECTION 1B are  subject to  adjustment  pursuant to SECTION 2
hereof (such number of shares of Common Stock, as adjusted from time to time, is
herein referred to as the "PURCHASABLE COMMON STOCK").

                  1C.  EXERCISE  PRICE.  The purchase price for the Common
Stock upon exercise of this Warrant shall be $1.03 per share.  Such price shall
be subject to  adjustment  pursuant to SECTION 2 hereof  (such price,  as
adjusted  from time to time, is herein referred to as the "EXERCISE PRICE").

                  1D.  EXERCISE PROCEDURE.

                           (i)  CASH  EXERCISE.  This Warrant shall be deemed to
  have been  exercised  when the Company has received all of the following items
(the "EXERCISE TIME"):

                                    (a)     a completed Exercise  Agreement,  as
         described in paragraph 1E below,  executed by the Person exercising all
         or part of the purchase rights represented by this Warrant
         (the "PURCHASER");

                                    (b)     this Warrant;


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                                    (c)     if this Warrant is not registered in
         the name of the  Purchaser,  an Assignment or Assignments in the form
         set forth in EXHIBIT A hereto evidencing the assignment  of  this
         Warrant  to the  Purchaser,  in  which  case  the Registered  Holder
         shall have complied with the provisions set forth in SECTION 6 hereof;
         and

                                    (d)     a check  payable  to the  Company
         in an  amount  equal to the  product  of the Exercise Price multiplied
         by the number of shares of Common Stock being purchase upon such
         exercise (the "AGGREGATE EXERCISE PRICE").

                           (ii)     NET  ISSUANCE.  In lieu of  exercising  thiS
Warrant  pursuant to SECTION  1D(I),  the Purchaser  may elect to receive,
without the payment by such  Purchaser  of any additional  consideration,
shares  of Common  Stock  equal to the value of thisWarrant (or the portion
thereof being canceled) by surrender of this Warrant at the principal office of
the Company together with notice of such election on the Exercise  Agreement,
in which  event the Company  shall issue to the  Purchaser hereof a number of
shares of Common Stock computed using the following formula:

                                                  (A - B)
                                          X = ____________  *  Y

                                                     A

                  Where:        X =   The number of shares of Common Stock
                                      to be issued to the Purchaser pursuant to
                                      this net exercise;
                                Y =   The  number  of  shares  of  Common  Stock
                                      in  respect  of which  the net issue
                                      election is made
                                A =   The Fair  Market  Value of one share of
                                      Common  Stock at the time the net issue
                                      election is made;
                                B =   The  Exercise  Price (as adjusted to the
                                      date of the net issuance).

                           (iii)    Certificates  for the shares of Common Stock
purchased  upon  exercise of this Warrant shall be delivered by the Company to
the Purchaser within ten (10) Business Days after the date of the Exercise Time.
Unless this Warrant has expired or all of the purchase rights  represented
hereby have been exercised,  the Company shall prepare a new Warrant,
substantially identical hereto,  representing the rights formerly  represented
by this Warrant which have not expired or been  exercised and shall  within
such ten (10) day  period,  deliver  such new  Warrant to the Person designated
for delivery in the Exercise Agreement.

                           (iv)     The shares of Common Stock  issuable
upon the exercise of this Warrant shall be deemed to have been issued to the
Purchaser at the Exercise  Time,  and the  Purchaser shall be deemed for all
purposes to have become the record holder of such shares of Common Stock at the
Exercise Time.

                           (v)      The  issuance  of  certificates  for the
shares of Common  Stock upon  exercise of this Warrant shall be made without
charge to the Registered  Holder or the Purchaser. Each share of Common Stock
issuable  upon  exercise of this Warrant  shall upon payment of the Exercise
Price therefor be fully paid and  nonassessable and free from all liens and
charges with respect to the issuance thereof other than state and federal
securities laws restrictions.

                           (vi)     The Company  shall not close its books
against the  transfer of this Warrant or of any share of Common  Stock  issued
or issuable  upon the exercise of this Warrant in any manner which interferes
with the timely exercise of this Warrant.


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                           (vii)    Notwithstanding  any other  provision
hereof,  if an exercise of all or any portion of this Warrant is to be made in
connection with a registered  public  offering,  a sale of the  Company or any
transaction  or event,  such  exercise  may, at the election of the Registered
Holder hereof,  be conditioned upon the consummation of such  transaction or
event in which case such exercise shall not be deemed to be effective until the
consummation of such transaction or event.

                           (viii)   The Company shall at all times reserve and
keep  available  out of its  authorized  but unissued  shares of Common  Stock
solely for the purpose of  issuance  upon the exercise of the  Warrants,  such
number of shares of Common Stock  issuable upon the exercise of all outstanding
Warrants.  All shares of Common Stock which are so issuable  shall,  when
issued,  be duly and validly  issued,  fully paid and nonassessable and free
from all taxes,  liens and charges,  other than state and federal securities
laws restrictions. The Company shall take all such actions as may be  necessary
to assure  that all  shares of Common  Stock may be so issued without  violation
of any  applicable  law or  governmental  regulation  or any requirements of any
domestic securities exchange upon which the shares of Common Stock may be listed
(except  for  official  notice of  issuance  which shall be immediately
delivered by the Company upon each such issuance). The Company shall
not take any action  which would  cause the number of  authorized  but  unissued
shares of Common Stock to be less than the number of such shares  required to be
reserved hereunder for issuance upon exercise of the Warrants.

                  1E. EXERCISE AGREEMENT. Upon any exercise of this Warrant, the
Exercise  Agreement  shall be  substantially  in the form set forth in EXHIBIT B
hereto,  except  that if the shares of Common  Stock are not to be issued in the
name of the  Person in whose  name  this  Warrant  is  registered  the  Exercise
Agreement shall also state the name of the Person to whom the  certificates  for
the  shares of Common  Stock  are to be  issued  and if the  number of shares of
Common Stock to be issued does not include all the Purchasable  Common Stock, it
shall  also  state  the  name  of the  Person  to  whom a new  Warrant  for  the
unexercised  portion of the rights  hereunder is to be delivered.  Such Exercise
Agreement shall be dated the actual date of execution thereof.

                  1F.  FRACTIONAL  STOCK. If a fractional  share of Common Stock
would be issuable upon exercise of the rights  represented by this Warrant,  the
Company may, at its option,  within ten (10) Business Days after the date of the
Exercise Time, deliver to the Purchaser a check payable to the Purchaser in lieu
of such  fractional  share in an amount  equal to the  difference  between  Fair
Market Value of such  fractional  share as of the date of the Exercise  Time and
the Exercise Price of such fractional share.

                  Section 2. ADJUSTMENT OF EXERCISE PRICE AND PURCHASABLE COMMON
STOCK.  In order to prevent  dilution of the rights  granted under this Warrant,
the Exercise Price shall be subject to adjustment  from time to time as provided
in this  SECTION  2,  and the  Purchasable  Common  Stock  shall be  subject  to
adjustment from time to time as provided in this SECTION 2.

                  2A. SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company
at any time subdivides (by any stock split, stock dividend.  recapitalization or
otherwise)  one or more classes of its  outstanding  Common Stock into a greater
number  of  shares,  the  Exercise  Price in  effect  immediately  prior to such
subdivision shall be  proportionately  reduced and the Purchasable  Common Stock
shall be  proportionately  increased.  If the Company at any time  combines  (by
reverse stock split or otherwise) one or more classes of its outstanding  Common
Stock into a smaller number of shares,  the Exercise Price in effect immediately
prior to such combination shall be proportionately increased and the Purchasable
Common Stock shall be proportionately decreased.


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                  2B. REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR
SALE. Any  recapitalization,  reorganization,  reclassification,  consolidation,
merger,  sale of all or  substantially  all of the  Company's  assets  or  other
transaction,  in each case which is  effected  in such a way that the holders of
Common  Stock are  entitled  to  receive  (either  directly  or upon  subsequent
liquidation)  stock,  securities  or assets with  respect to or in exchange  for
Common  Stock  is  referred  to  herein  as  "ORGANIC  CHANGE".   Prior  to  the
consummation  of  any  Organic  Change,   the  Company  shall  make  appropriate
provision,  in the sole and reasonable  discretion of the Board,  to insure that
each of the Registered  Holders of the Warrants shall  thereafter have the right
to acquire  and  receive,  in lieu of or in addition to (as the case may be) the
shares of Common Stock  immediately  theretofore  acquirable and receivable upon
the exercise of such holder's Warrant, such shares of stock, securities, cash or
other  assets as may be issued or payable with respect to or in exchange for the
number  of  shares  of  Common  Stock  immediately  theretofore  acquirable  and
receivable  upon exercise of such holder's  Warrant had such Organic  Change not
taken place. In any such case, the Company shall make appropriate provision,  in
the sole and reasonable  discretion of the Board,  with respect to such holders'
rights and  interests  to insure  that the  provisions  of this  SECTION 2 shall
thereafter be applicable to the Warrants (including, (i) in the case of any such
consolidation, merger or sale in which the successor entity or purchasing entity
is other than the Company, an immediate  adjustment of the Exercise Price to the
value for the Common Stock reflected by the terms of such consolidation,  merger
or sale, and a  corresponding  immediate  adjustment in the  Purchasable  Common
Stock,  if the  value so  reflected  is less than the  Exercise  Price in effect
immediately  prior to such  consolidation,  merger or sale or (ii) canceling the
Warrant in exchange for  replacement  warrants or cash).  The Company  shall not
effect any such consolidation,  merger or sale, unless prior to the consummation
thereof,  the  successor  entity  (if other  than the  Company)  resulting  from
consolidation or merger or the entity  purchasing such assets assumes by written
instrument,  in the sole and reasonable  discretion of the Board, the obligation
to deliver to each such holder such shares of stock,  securities,  cash or other
assets as, in  accordance  with the  foregoing  provisions,  such  holder may be
entitled to acquire.

                  2C. ADJUSTMENTS FOR DIVIDENDS OR OTHER SECURITIES OR PROPERTY.
If while this Warrant, or any portion hereof,  remains outstanding and unexpired
the holders of the  securities  as to which  purchase  rights under this Warrant
exist at the time shall have received, or, on or after the record date fixed for
the determination of eligible holders of membership interests, shall have become
entitled to receive,  without payment  therefor,  other or additional  shares of
Common Stock or other securities or property (other than cash) of the Company by
way of dividend,  liquidation of otherwise,  then and in each case, this Warrant
shall  represent the right to acquire,  in addition to the number of Purchasable
Common Stock  receivable  upon exercise of this Warrant,  and without payment of
any additional  consideration  therefor,  the amount of such other or additional
shares or other  securities  or property  (other than cash) of the Company  that
such holder  would hold on the date of such  exercise  had it been the holder of
record of the  security  receivable  upon  exercise of this  Warrant on the date
hereof  and had  thereafter,  during  the  period  from the date  hereof  to and
including  the date of such  exercise,  retained  such  shares  and/or all other
additional shares available by it as aforesaid during such period, giving effect
to all  adjustments  called for during  such  period by the  provisions  of this
SECTION 2.

                  2D.  CERTAIN   EVENTS.   If  any  event  occurs  of  the  type
contemplated by the provisions of this SECTION 2 but not expressly  provided for
by such provisions,  then the Board shall make an appropriate  adjustment in the
Exercise  Price and in accordance  with the essential  intents and principles of
the  provisions  of this  SECTION 2, so as to protect and preserve the rights of
the Registered Holders.

                  2E.      NOTICES.

                  (i)      Promptly upon any  adjustment of the Exercise  Price,
                           the Company shall give written  notice thereof to the
                           Registered Holder, setting forth in reasonable detail
                           and certifying the calculation of such adjustment.

                  (ii)     The  Company   shall  give  written   notice  to  the
                           Registered Holder at least ten (10) days prior to the
                           date on which the Company closes its books or takes a
                           record   (A)  with   respect  to  any   dividend   or
                           distribution  upon the Common Stock, (B) with respect
                           to any pro  rata  subscription  offer to  holders  of
                           Common  Stock or (C) for  determining  rights to vote
                           with respect to any Organic  Change,  dissolution  or
                           liquidation.


<PAGE>



                  (iii)    The  Company  shall also give  written  notice to the
                           Registered  Holders  at least ten (10) days  prior to
                           the date on which any Organic Change,  dissolution or
                           liquidation shall take place.

                  Section 3.  DEFINITIONS. The following terms have meanings set
forth below:

                  "BOARD" means the board of directors of the Company.

                  "BUSINESS  DAY" means any day other than a Saturday,  a Sunday
or a day on which banks in Dallas,  Texas are  authorized or obligated by law or
executive order to close.

                  "COMMON  STOCK" has the meaning set forth in the  introductory
paragraph of this Warrant.

                  "EXERCISE  PRICE" has the  meaning  set forth in SECTION 1B of
this Warrant.

                  "FAIR  MARKET  VALUE"  means as to any security the average of
the closing prices of such security's sales on all domestic securities exchanges
on which  such  security  may at the time be  listed,  or, if there have been no
sales on any such exchange on any day, the average of the highest bid and lowest
asked  prices on all such  exchanges  at the end of such day,  or, if on any day
such security is not so listed,  the average of the representative bid and asked
prices quoted in the Nasdaq Stock Market System as of 4:00 P.M.,  New York time,
on such day,  or, if on any day such  security is not quoted in the Nasdaq Stock
Market  System,  the average of the highest bid and lowest  asked prices on such
day in  the  domestic  over-the-counter  market  as  reported  by  the  National
Quotation Bureau, Incorporated,  or any similar successor organization,  in each
such case averaged over a period of twenty-one  (21) days  consisting of the day
as of  which  "Fair  Market  Value"  is being  determined  and the  twenty  (20)
consecutive Business Days prior to such day. If at any time such security is not
listed on any domestic  securities exchange or quoted in the Nasdaq Stock Market
System or the domestic over-the-counter market, the "Fair Market Value" shall be
the fair value thereof  determined by the managing members of the Company in its
sole and reasonable good faith judgment.

                  "PERSON" means an individual, a partnership,  a joint venture,
a  corporation,   a  limited  liability  company,  a  trust,  an  unincorporated
organization and a government or any department or agency thereof.

                  Section 4. NOTICE OF MEETINGS;  LIMITATIONS OF LIABILITY.  The
Registered  Holders of the Warrants  shall be entitled to notice of all meetings
of  stockholders  of the Company in  accordance  with the Company's  bylaws.  No
provision hereof, in the absence of affirmative  action by the Registered Holder
to purchase Common Stock, and no enumeration  herein of the rights or privileges
of the  Registered  Holder shall give rise to any  liability of such  Registered
Holder for the Exercise Price  acquirable by exercise hereof or as a stockholder
of the Company.

                  Section  5.  WARRANT  TRANSFERABLE.  Subject  to the  transfer
conditions  referred  to in the legend  endorsed  hereon,  this  Warrant and all
rights hereunder are  transferable,  in whole or in part,  without charge to the
Registered  Holder,  upon  surrender of this  Warrant  with a properly  executed
Assignment  (in the form of  EXHIBIT A hereto)  at the  principal  office of the
Company.  Such  transfer  shall be recorded on the books of the Company.  In the
event of a partial transfer,  the Company shall issue to the holders one or more
appropriate new warrants.


<PAGE>


                  Section 6. WARRANT  EXCHANGEABLE FOR DIFFERENT  DENOMINATIONS.
This Warrant is exchangeable, upon the surrender hereof by the Registered Holder
at the  principal  office  of the  Company,  for  new  Warrants  of  like  tenor
representing  in the aggregate the purchase rights  hereunder,  and each of such
new Warrants shall represent such portion of such rights as is designated by the
Registered Holder at the time of such surrender.  The date the Company initially
issues  this  Warrant  shall  be  deemed  to be the  "DATE OF  ISSUANCE"  hereof
regardless of the number of times new  certificates  representing  the unexpired
and unexercised rights formerly represented by this Warrant shall be issued. All
Warrants representing portions of the rights hereunder are referred to herein as
the "WARRANTS."

                  Section 7.  REPLACEMENT.  Upon receipt of evidence  reasonably
satisfactory  to the Company (an  affidavit  of the  Registered  Holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing this Warrant, and in the case of any such loss, theft
or  destruction,  upon  receipt  of an  unsecured  indemnity  agreement  of  the
Registered  Holder in form reasonably  satisfactory  to the Company,  or, in the
case of any such  mutilation  upon  surrender of such  certificate,  the Company
shall (at its  expense)  execute and deliver in lieu of such  certificate  a new
certificate of like kind representing the same rights  represented by such lost,
stolen,  destroyed  or  mutilated  certificate  and dated the date of such lost,
stolen, destroyed or mutilated certificate.

                  Section 8. NOTICES. All notices, requests, consents, and other
communications  under this Agreement  shall be in writing and shall be delivered
by hand or mailed by first class  certified or registered  mail,  return receipt
requested,  postage prepaid to the following  addresses or at such other address
or addresses as may have been furnished in writing:

                  If to the Company:

                  John Carradine
                  8144 Walnut Hill Lane, Suite 1050
                  Dallas, Texas  75231

                  If to Prentiss:

                  Prentiss Properties Trust
                  3890 West Northwest Hwy., Suite 400
                  Dallas, Texas 75220
                  Attention:  Kevan Dilbeck, Esq.

Any notice to any other Registered  Holder shall be to such Registered  Holder's
address  or  telecopy  as it  appears  in the  records  of the  Company  (unless
otherwise indicated in writing by any such Registered Holder).  Notices provided
in  accordance  with  this  SECTION 8 shall be deemed  delivered  upon  personal
delivery or two business days after deposit in the mail.

                  Section 9. AMENDMENT AND WAIVER.  Except as otherwise provided
herein,  the  provisions of the Warrants may be amended and the Company may take
any action herein  prohibited,  or omit to perform any act herein required to be
performed  by it, only if the Company has  obtained  the written  consent of the
Registered  Holders of  Warrants  representing  a majority  of the Common  Stock
obtainable  upon  exercise of the  Warrants;  provided,  that no such action may
change the  Exercise  Price of the  Warrants or the number of shares or class of
shares  obtainable  upon exercise of each Warrant without the written consent of
the  Registered  Holders  of  Warrants  representing  100% of the  Common  Stock
obtainable upon exercise of the Warrants.

                  Section 10.  WARRANT  REGISTER.  The Company shall maintain at
its principal  executive offices books for the registration and the registration
of transfer of Warrants. The Company may deem and treat the Registered Holder as
the absolute  owner hereof  (notwithstanding  any notation of ownership or other
writing hereon made by anyone) for all purposes and shall not be affected by any
notice to the contrary.


<PAGE>



                  Section 11.  DESCRIPTIVE  HEADINGS.  The descriptive headings
of the several Sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant.

                  Section 12. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance  with the laws of the State of Texas without  giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Texas or any other  jurisdiction)  that would cause the  application of
the laws of any jurisdiction other than the State of Texas.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


         IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed
and attested by its duly authorized  officers under its corporate seal and to be
dated the Date of Issuance hereof.

                                                     MICROGRAFX, INC.



                                                     By: /S/ JOHN M. CARRADINE
                                                       -----------------------
                                                       Name: John M. Carradine
                                                       Title:  Chief Financial
                                                                Officer:


Attest:


By:      /S/GRETA WALLACE
         ----------------
Name:    Greta Wallace


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