===============================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A
                               Amendment No. 2 to:
                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2000

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
                  TRANSITION PERIOD FROM ________ TO ________.

                         COMMISSION FILE NUMBER 0-18708


                                MICROGRAFX, INC.
             (Exact name of registrant as specified in its charter)

             TEXAS                                              75-1952080
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                       8144 WALNUT HILL LANE, SUITE 1050,
                     DALLAS, TX 75231 (Address of principal
                          executive offices) (Zip Code)

       Registrant's telephone number, including area code: (469) 232-1000


        Securities Registered Pursuant to Section 12(b) of the Act: NONE

           Securities Registered Pursuant to Section 12(g) of the Act:
                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                                (Title of Class)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

The aggregate market value of voting stock held by non-affiliates of the
registrant at September 15, 2000, was approximately $19,115,000.

On September 15, 2000, there were 11,497,981 shares outstanding of the
registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement to be delivered to stockholders in
connection with the Annual Meeting of Stockholders to be held December 12, 2000,
are incorporated by reference into Part III.

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<PAGE>
This Amendment No. 2 to the Annual Report on Form 10-K of Micrografx, Inc. (the
"Company") amends and restates in their entirety Items 14(a)(3) and 14(c) of
Part IV of the Annual Report on Form 10-K of the Company filed with the
Securities and Exchange Commission on October 13, 2000 (the "Form 10-K").
Capitalized terms used herein and not otherwise defined shall have the meaning
assigned to such terms in the Form 10-K.
--------------------------------------------------------------------------------

                                                                PART IV

ITEM 14.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


        (a)(3).   Exhibits

                  The following documents are filed or incorporated by reference
                  as exhibits to this report. The exhibit numbers in the exhibit
                  list correspond to the numbers assigned to such exhibits in
                  the Exhibit Table of Item 601 of Regulations S-K.

     * 2.1  Agreement  and Plan of  Merger,  dated as of April 15,  1999,  among
Micrografx, Inc., InterCAP Acquisition Inc., and InterCAP Graphics Systems, Inc.
and Intergraph Corporation (filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K dated April 16, 1999)

     * 3.1  Articles  of  Incorporation  of the  Company,  as amended  (filed as
Exhibit  3.1 to the  Company's  Registration  Statement  on Form  S-1,  file No.
33-34842)

     * 3.2  Amendment  to Articles  of  Incorporation  of the Company  (filed as
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended March
31, 1993)

     ** 3.3 Statement of Resolution  Establishing  Series of Preferred  Stock of
Micrografx, Inc. (Exhibit 3.3)

     * 3.4 Amended and Restated  Bylaws of the Company  (filed as Exhibit 3.3 to
the Company's Registration Statement on Form S-1, file No. 33-34842)

     * 3.5  Amendment  to Amended and Restated  Bylaws of the Company  (filed as
Exhibit 3.4 to the Company's Annual Report on Form 10-K for the year ended March
31, 1993)

     ** 4.1  Warrant to Purchase  Common  Units  granted to Prentiss  Properties
Trust by Micrografx, Inc. (Exhibit 4.1)

     * 4.2  Specimen  stock  certificate  evidencing  the Common Stock (filed as
Exhibit  4.1 to the  Company's  Registration  Statement  on Form  S-1,  file No.
33-34842)

     * 10.1 Incentive and  Nonstatutory  Stock Option Plan, as amended (filed as
Exhibit  10.2 to the  Company's  Registration  Statement  on Form S-1,  file No.
33-34842)

     * 10.2 Amendment to the Incentive and Nonstatutory Stock Option Plan (filed
as Exhibit 10.3 to the  Company's  Registration  Statement on Form S-1, file No.
33-42195)

     * 10.3 Form of  International  Distributor  Agreement  used by the  Company
(filed as Exhibit 10.3 to the Company's Registration Statement on Form S-1, file
No. 33-34842)

     * 10.4  Employee  Stock  Purchase  Plan  (filed  as  Exhibit  10.26  to the
Company's Registration Statement on Form S-1, file No. 33-42195)

     * 10.5 Micrografx,  Inc. 1995 Stock Option Plan. (filed as Exhibit 10.27 to
the Company's Annual Report on Form 10-K for the year ended March 31, 1994)

     * 10.6 Micrografx, Inc. 1993 Restricted Stock Plan. (filed as Exhibit 10.28
to the Company's Annual Report on Form 10-K for the year ended March 31, 1994)


<PAGE>




     * 10.7  Micrografx,  Inc. 1995 Director Stock Option Plan (filed as Exhibit
10.29 to the  Company's  Annual  Report on Form 10-K for the year ended June 30,
1995)

     * 10.8 Employment  agreement  dated February 13, 1997,  between the Company
and Douglas Richard  (Exhibit 10.11 to the Company's  Annual Report on Form 10-K
for the year ended June 30, 1997)

     * 10.9 Compensation  agreement dated May 21, 1997,  between the Company and
Russell Hogg.  (filed as Exhibit  10.12 to the  Company's  Annual Report on Form
10-K for the year ended June 30, 1997)

     * 10.10 License  Agreement  between  Micrografx,  Inc. and Cendant Software
Corporation  (filed as Exhibit 10.1 to the Company's  Current Report on Form 8-K
dated June 30, 1998)

     * 10.11  Noncompetition  Agreement  between  Micrografx,  Inc.  and Cendant
Software  Corporation  (filed as Exhibit 10.2 to the Company's Current Report on
Form 8-K dated June 30, 1998)

     * 10.12 Revolving credit agreement dated April 1, 1998, between the Company
and BankBoston,  N.A. (filed as Exhibit 10.15 to the Company's  Annual Report on
Form 10-K405/A for the year ended June 30, 1998)

     * 10.13 Lease agreement dated August 31, 1998, between Prentiss  Properties
Acquisition  Partners,  L.P.  and the  Company  (filed as  Exhibit  10.16 to the
Company's Annual Report on Form 10-K405/A for the year ended June 30, 1998)

     * 10.14 Asset  Purchase  and License  Agreement  dated  September  3, 1998,
between the Company and  Learning  Company  Properties,  Inc.  (filed as Exhibit
10.17 to the Company's  Annual Report on Form  10-K405/A for the year ended June
30, 1998)

     * 10.15  Subordinated  Convertible  Debenture  dated April 16, 1999 between
Micrografx,  Inc.  and  Intergraph  Corporation  (filed as  Exhibit  10.1 to the
Company's Current Report on Form 8-K dated April 16, 1999)

     * 10.16  Amendment to  Promissory  Note,  dated April 15, 1999,  payable to
Intergraph  Corporation (filed as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q dated November 11, 1999)

     * 10.17 Accounts  Receivable  Financing  Agreement  between  Silicon Valley
Bank,  Specialty  Finance  Division and  Micrografx,  Inc.  dated March 31, 2000
(filed as Exhibit 10.1 to the Company's  Quarterly Report on Form 10-Q dated May
12, 2000)

     ** 10. 18 Termination of Lease and Release  Agreement dated August 1, 2000,
between Prentiss Properties Acquisition Partners,  L.P. and the Company (Exhibit
10.18)

     ** 10.19 Lease agreement dated August 1, 2000, between Prentiss  Properties
Acquisition Partners, L.P. and the Company (Exhibit 10.19)

     **  10.20  Stock  Purchase  Agreement  dated  September  5,  2000,  between
Purchasers and the Company (Exhibit 10.20)

     10.21  Amendment # 1 to  Micrografx,  Inc.  1995 Stock Option Plan (Exhibit
10.21)

     10.22  Amendment # 2 to  Micrografx,  Inc.  1995 Stock Option Plan (Exhibit
10.22)

     10.23  Amendment # 3 to  Micrografx,  Inc.  1995 Stock Option Plan (Exhibit
10.23)

     10.24 Amendment # 1 to Employee Stock Purchase Plan (Exhibit 10.24)

     10.25 Amendment #2 to Employee Stock Purchase Plan (Exhibit 10.25)


<PAGE>



     10.26 Amendment #3 to Employee Stock Purchase Plan (Exhibit 10.26)

     10.27 Amendment #4 to Employee Stock Purchase Plan (Exhibit 10.27)

     10.28  Amendment  #1  Micrografx,  Inc.  1995  Director  Stock  Option Plan
(Exhibit 10.28)

     ** 21.1 Subsidiaries of the Company.

     ** 23.1 Consent of Ernst & Young LLP

     ** 27 Financial Data Schedule

         *        Incorporated herein by reference to the indicated filing.
         **       Previously filed.




<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on June 6, 2001.

                                            MICROGRAFX, INC.


                                            By:      /s/James L. Hopkins
                                                     ---------------------------
                                                     James L. Hopkins
                                                     Chief Executive Officer
                                                    (Principal Executive Office)





<PAGE>


                                INDEX TO EXHIBITS


     EXHIBIT
     NUMBER                                          DESCRIPTION

     * 2.1  Agreement  and Plan of  Merger,  dated as of April 15,  1999,  among
Micrografx, Inc., InterCAP Acquisition Inc., and InterCAP Graphics Systems, Inc.
and Intergraph Corporation (filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K dated April 16, 1999)

     * 3.1  Articles  of  Incorporation  of the  Company,  as amended  (filed as
Exhibit  3.1 to the  Company's  Registration  Statement  on Form  S-1,  file No.
33-34842)

     * 3.2  Amendment  to Articles  of  Incorporation  of the Company  (filed as
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended March
31, 1993)

     ** 3.3 Statement of Resolution  Establishing  Series of Preferred  Stock of
Micrografx, Inc. (Exhibit 3.3)

     * 3.4 Amended and Restated  Bylaws of the Company  (filed as Exhibit 3.3 to
the Company's Registration Statement on Form S-1, file No. 33-34842)

     * 3.5  Amendment  to Amended and Restated  Bylaws of the Company  (filed as
Exhibit 3.4 to the Company's Annual Report on Form 10-K for the year ended March
31, 1993)

     ** 4.1  Warrant to Purchase  Common  Units  granted to Prentiss  Properties
Trust by Micrografx, Inc. (Exhibit 4.1)

     * 4.2  Specimen  stock  certificate  evidencing  the Common Stock (filed as
Exhibit  4.1 to the  Company's  Registration  Statement  on Form  S-1,  file No.
33-34842)

     * 10.1 Incentive and  Nonstatutory  Stock Option Plan, as amended (filed as
Exhibit  10.2 to the  Company's  Registration  Statement  on Form S-1,  file No.
33-34842)

     * 10.2 Amendment to the Incentive and Nonstatutory Stock Option Plan (filed
as Exhibit 10.3 to the  Company's  Registration  Statement on Form S-1, file No.
33-42195)

     * 10.3 Form of  International  Distributor  Agreement  used by the  Company
(filed as Exhibit 10.3 to the Company's Registration Statement on Form S-1, file
No. 33-34842)

     * 10.4  Employee  Stock  Purchase  Plan  (filed  as  Exhibit  10.26  to the
Company's Registration Statement on Form S-1, file No. 33-42195)

     * 10.5 Micrografx,  Inc. 1995 Stock Option Plan. (filed as Exhibit 10.27 to
the Company's Annual Report on Form 10-K for the year ended March 31, 1994)

     * 10.6 Micrografx, Inc. 1993 Restricted Stock Plan. (filed as Exhibit 10.28
to the Company's Annual Report on Form 10-K for the year ended March 31, 1994)


<PAGE>




     * 10.7  Micrografx,  Inc. 1995 Director Stock Option Plan (filed as Exhibit
10.29 to the  Company's  Annual  Report on Form 10-K for the year ended June 30,
1995)

     * 10.8 Employment  agreement  dated February 13, 1997,  between the Company
and Douglas Richard  (Exhibit 10.11 to the Company's  Annual Report on Form 10-K
for the year ended June 30, 1997)

     * 10.9 Compensation  agreement dated May 21, 1997,  between the Company and
Russell Hogg.  (filed as Exhibit  10.12 to the  Company's  Annual Report on Form
10-K for the year ended June 30, 1997)

     * 10.10 License  Agreement  between  Micrografx,  Inc. and Cendant Software
Corporation  (filed as Exhibit 10.1 to the Company's  Current Report on Form 8-K
dated June 30, 1998)

     * 10.11  Noncompetition  Agreement  between  Micrografx,  Inc.  and Cendant
Software  Corporation  (filed as Exhibit 10.2 to the Company's Current Report on
Form 8-K dated June 30, 1998)

     * 10.12 Revolving credit agreement dated April 1, 1998, between the Company
and BankBoston,  N.A. (filed as Exhibit 10.15 to the Company's  Annual Report on
Form 10-K405/A for the year ended June 30, 1998)

     * 10.13 Lease agreement dated August 31, 1998, between Prentiss  Properties
Acquisition  Partners,  L.P.  and the  Company  (filed as  Exhibit  10.16 to the
Company's Annual Report on Form 10-K405/A for the year ended June 30, 1998)

     * 10.14 Asset  Purchase  and License  Agreement  dated  September  3, 1998,
between the Company and  Learning  Company  Properties,  Inc.  (filed as Exhibit
10.17 to the Company's  Annual Report on Form  10-K405/A for the year ended June
30, 1998)

     * 10.15  Subordinated  Convertible  Debenture  dated April 16, 1999 between
Micrografx,  Inc.  and  Intergraph  Corporation  (filed as  Exhibit  10.1 to the
Company's Current Report on Form 8-K dated April 16, 1999)

     * 10.16  Amendment to  Promissory  Note,  dated April 15, 1999,  payable to
Intergraph  Corporation (filed as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q dated November 11, 1999)

     * 10.17 Accounts  Receivable  Financing  Agreement  between  Silicon Valley
Bank,  Specialty  Finance  Division and  Micrografx,  Inc.  dated March 31, 2000
(filed as Exhibit 10.1 to the the Company's  Quarterly Report on Form 10-Q dated
May 12, 2000)

     ** 10. 18 Termination of Lease and Release  Agreement dated August 1, 2000,
between Prentiss Properties Acquisition Partners,  L.P. and the Company (Exhibit
10.18)

     ** 10.19 Lease agreement dated August 1, 2000, between Prentiss  Properties
Acquisition Partners, L.P. and the Company (Exhibit 10.19)

     **  10.20  Stock  Purchase  Agreement  dated  September  5,  2000,  between
Purchasers and the Company (Exhibit 10.20)

     10.21  Amendment # 1 to  Micrografx,  Inc.  1995 Stock Option Plan (Exhibit
10.21)

     10.22  Amendment # 2 to  Micrografx,  Inc.  1995 Stock Option Plan (Exhibit
10.22)

     10.23  Amendment # 3 to  Micrografx,  Inc.  1995 Stock Option Plan (Exhibit
10.23)

     10.24 Amendment # 1 to Employee Stock Purchase Plan (Exhibit 10.24)

     10.25 Amendment #2 to Employee Stock Purchase Plan (Exhibit 10.25)


<PAGE>



     10.26 Amendment #3 to Employee Stock Purchase Plan (Exhibit 10.26)

     10.27 Amendment #4 to Employee Stock Purchase Plan (Exhibit 10.27)

     10.28  Amendment  #1  Micrografx,  Inc.  1995  Director  Stock  Option Plan
(Exhibit 10.28)

     ** 21.1 Subsidiaries of the Company.

     ** 23.1 Consent of Ernst & Young LLP

     ** 27 Financial Data Schedule

         *        Incorporated herein by reference to the indicated filing.
         **       Previously filed.


<PAGE>


                                                                   EXHIBIT 10.21



                              MICROGRAFX, INC. 1995

                                  AMENDMENT #1

                  INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN


  I.   DEFINITIONS AND PURPOSES

A.     Definitions

       Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Incentive and Nonstatutory Stock Option Plan,
shall have the following meanings:

     1. Affiliate means a corporation  which,  for purposes of Section 422(a) of
the Code, is a direct or indirect parent or subsidiary of the Company.

     2. Board of Directors or Board means the Board of Directors of the Company.


     3. Cause means the Participant's willful misconduct or gross negligence, as
determined by the Board of Directors or the Committee in its sole discretion.

     4. Code means the United States Internal Revenue Code of 1986, as amended.


     5.  Committee  means the  Committee  to which the  Board of  Directors  has
delegated power to act under or pursuant to the provisions of the Plan.

     6. Company means Micrografx, Inc.


     7. Disability or Disabled means  permanent and total  disability as defined
in Section 22(e)(3) of the Code.

     8.  Disinterested  Person(s) shall have the meaning set forth in Rule l6b-3
as promulgated by the  Securities and Exchange  Commission  under the Securities
Exchange Act of 1934,  as amended,  or any successor  definition  adopted by the
Securities and Exchange Commission.

     9.  Incentive  Stock Option  means an Incentive  Stock Option as defined at
Section 422(a) of the Code.

     10. Key Person(s) shall mean any employee of, or consultant or other person
rendering  significant  services to, the Company or an Affiliate,  to be granted
one or more Options under the Plan.


<PAGE>



     11.  Nonstatutory  Stock  Option  means an Option which is not an incentive
Stock Option.


     12. Option means a right or option granted under the Plan.


     13.  Option  Agreement  means  an  agreement  between  the  Company  and  a
Participant executed and delivered pursuant to the Plan.

     14.  Participant means a Key Person to whom one or more Options are granted
under the Plan.

     15.   Participant's   Survivors  means  a  deceased   Participant's   legal
representatives  and/or any person or persons  who  acquired  the  Participant's
rights to an Option by will or by the laws of descent and distribution.

     16. Plan means this Incentive and Nonstatutory Stock Option Plan.

     17. Shares means the  following  shares of the capital stock of the Company
as to which  Options have been or may be granted  under the Plan:  Common Stock,
par value $.01 per share,  or any shares of capital  stock into which the Shares
are changed or for which they are exchanged within the provisions of Article VII
of the Plan.

B.     Purposes of the Plan

       The Plan is intended to encourage ownership of Shares by Key Persons in
order to attract such Key Persons, to induce such Key Persons to remain in the
service of the Company or of an Affiliate and to provide additional incentive
for such Key Persons to promote the success of the Company or of an Affiliate.
It is further intended that if the Board of Directors desires, and so indicates
by the terms of a specific Option Agreement, Options issued pursuant to the Plan
shall be eligible to constitute "Incentive Stock Options" within the meaning of
Section 422(a) of the Code.

II.    SHARES SUBJECT TO THE PLAN

       The aggregate number of Shares as to which Options may be granted from
time to time shall be two million six hundred thousand (2,600,000) Shares;
provided however, that unless the Plan is administered by a Committee comprised
of Disinterested Persons, or by the Board of Directors comprised of a majority
of Disinterested Persons, the maximum number of Shares as to which Options may
be granted in any calendar year to a director who is also an employee shall not
exceed 33% of the aggregate number of Shares with respect to which grants may be
made under the Plan.

       If an Option ceases to be "outstanding", in whole or in part, the Shares
which were subject to such Option shall be available for the granting of other
Options. Any Option shall be


<PAGE>


treated as "outstanding" until such Option is surrendered, canceled, is
exercised in full, or terminates or expires under the provisions of the Plan.

         The aggregate number of Shares as to which Options may be granted shall
be subject to change only by means of an amendment of the Plan duly adopted by
the Board and approved by the shareholders of the Company, subject to the
provision of Article VII.

III.   ADMINISTRATION

         The Plan shall be administered by the Board of Directors, except to the
extent that the Board of Directors delegates its authority hereunder to the
Committee. The Committee shall be comprised of not less than three members who
shall be appointed by, and shall serve at the pleasure of, the Board. Subject to
the provisions of the Plan, the Board of Directors and the Committee are
authorized to:

     A.  interpret  the  provisions  of the  Plan  or of any  Option  or  Option
Agreement and to make all rules and  determinations  which it deems necessary or
advisable with respect thereto;
     B. determine  which persons shall be designated as Key Persons and which of
the Key Persons shall be granted Options;

     C.  determine  the number of Shares for which an Option or Options shall be
granted; and

     D. specify the terms and conditions upon which Options may be granted;

provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the sole and absolute discretion
of the Board of Directors or if such authority be delegated, the Committee;
provided, further, that except as to Options granted pursuant to Article XII
such interpretations, rules, determination, terms and conditions shall be made
and proscribed in the context of preserving the tax status of the Options as
Incentive Stock Options within the meaning of Section 422(a) of the Code; also,
provided, further, that unless the Plan is administered by a Committee comprised
of Disinterested Persons, or by the Board of Directors comprised of a majority
of Disinterested Persons, the authority of the Board of Directors and the
Committee to grant Options to employees who are also directors is subject to
certain restrictions contained herein.

IV.    ELIGIBILITY FOR PARTICIPATION

       Each Participant must be a Key Person of the Company or of an Affiliate
at the time an Option is granted.

       The Board of Directors or if such authority be delegated, the Committee,
may at any time and from time to time grant one or more Options to one or more
Key Persons and may designate the type of Option (whether an Incentive or
Nonstatutory Option) and the number of Shares to be


<PAGE>


optioned under each Option so granted; provided, however, that no Options shall
be granted after the expiration of the earlier of ten (10) years from the date
of the adoption of the Plan by the Company or the approval of the Plan by the
shareholders of the Company, and provided further, that the fair market value of
the Shares (determined as of the date of grant) with respect to which such
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year under the Plan and any other incentive stock option
plan of the Company and/or an Affiliate shall not exceed $ 100,000.

         Notwithstanding any of the foregoing provisions, the Board of
Directors, or if such authority be delegated, the Committee, may authorize the
grant of an Option to a person not then a Key Person, provided that, in the case
of a grant of a Nonstatutory Option, the actual grant shall be conditioned upon
such person becoming eligible to become a Participant at or prior to the time of
the execution of the Option Agreement evidencing such Option; provided further,
that in the case of the grant of an Incentive Stock Option, the person shall
become an employee on or before the date of grant.

V.     TERMS AND CONDITIONS OF OPTIONS
       -------------------------------

A.     Option Price:
       ------------

       1.       Incentive Stock Options

If the optionee owns directly or by reason of the applicable attribution rules
(at Code Section 425(d)) ten percent (10%) or less of the total combined voting
power of all classes of stock of the Company or any Affiliate, the Option price
(per share) of the Shares covered by each Incentive Stock Option shall be not
less than the "fair market value" as hereinafter defined (per share) of the
Shares on the date of the grant of the Incentive Stock Option. In all other
cases, the Incentive Stock Option's price shall be not less than one hundred ten
percent (110%) of the said fair market value on the date of grant. If such
Shares are then listed on any national securities exchange or the national
market system of NASDAQ as defined below, the fair market value shall be the
mean between the high and low sales prices, if any, on the largest such exchange
on the date of the grant of the Option, or, if none, on the most recent trade
date thirty (30) days or less prior to the date of the grant of the Option. If
the Shares are not then listed on any such exchange, the fair market value of
such Shares shall be the mean between the closing "Bid" and the closing "Ask"
prices, if any, as reported in the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") for the date of the grant of the Option,
or if none, on the most recent trade date thirty (30) days or less prior to the
date of the grant of the Option for which such quotations are reported. If the
Shares are not then either listed on any such exchange or quoted in NASDAQ, the
fair market value shall be the mean between the average of the "Bid" and the
average of the "Ask" prices, if any, as reported in the National Daily Quotation
Service for the date of the grant of the Option or, if none, for the most recent
trade date thirty (30) days or less prior to the date of the grant of the Option
for which such quotations are reported. If the fair market value cannot be
determined under the preceding three sentences, it shall be determined in good
faith by the Board of Directors, or if such authority be delegated, the
Committee


<PAGE>



       2.       Nonstatutory Stock Options

The Option price for any Nonstatutory Stock Option shall be any price determined
by the Board of Directors, or if such authority be delegated, by the Committee.

B.     Number of Shares

Each Option shall state the type of Option (whether an Incentive or Nonstatutory
Stock Option) and the number of Shares to which it pertains.

C.     Term of Option

Each Option shall terminate not more than ten (10) years from the date of the
grant thereof, or at such earlier time as the Option Agreement may provide, and
shall be subject to earlier termination as herein provided, except that if the
Option price is required under Paragraph A(l) of this Article V to be at least
110% of the fair market value, each such Option shall terminate not more than
five (5) years from the date of the grant thereof.

Unless the terms of an Option provide a more restrictive option period, the
unexercised portion of an Option shall automatically and without notice
terminate and become null and void upon the earlier of:

     1) with  respect to Options held by a person who is employed by the Company
or any  Affiliate,  30 days  after  the date  that a  Participant  ceases  to be
employed by the Company or any  Affiliate,  regardless  of the reason  therefor,
other than a cessation by reason of death, Disability or for Cause;

     2) with respect to Options held by a person  employed by the Company or any
Affiliate,  90 days after the date that the Participant ceases to be employed by
the Company or any Affiliate by reason of Disability;

     3) with respect to Options held by a person  employed by the Company or any
Affiliate,  90 days after the date that the Participant ceases to be employed by
the Company or any Affiliate by reason of
         death;

     4) the date that a Participant  ceases to be employed by the Company or any
Affiliate, if such cessation is for Cause;

     5) with  respect to Options  held by a person  who is not  employed  by the
Company or any Affiliate, the date specified in the Option Agreement;

     6) the tenth anniversary of the date of grant of any Options;


<PAGE>


     7) the fifth  anniversary of the date of grant of any Options if the option
price is  required  to be at least 110% of the fair  market  value  pursuant  to
paragraph A(l) of Article V; or

     8) such  earlier  date as  selected by the Board of  Directors,  or if such
authority be delegated,  the  Committee,  and expressly  described in the Option
Agreement.

       For purposes of this Plan, a Participant ceases to be an employee of the
       Company or any Affiliate on the date specified in records maintained by
       the Company's Human Resources Department.


D.     Date of Exercise

Upon the authorization of the grant of an Option, the Board of Directors or if
such authority be delegated, the Committee may, subject to the provisions of
Paragraph C of this Article V, prescribe the date or dates on which the Option
becomes exercisable, and may provide that the Option rights accrue or becomes
exercisable in installments over a period of years, or upon the attainment of
stated goals or both. The Board of Directors, or if such authority be delegated,
the Committee, may accelerate the date(s) on which rights accrue or on which any
Option may be exercised, regardless of whether such acceleration of an Incentive
Stock Option causes a violation of Article IV.

              Notwithstanding the foregoing, until such time as the Plan is
         administered by a Committee comprised of Disinterested Persons, or by
         the Board of Directors comprised of a majority of Disinterested
         Persons, Options granted to employees who are also directors shall not
         be exercisable prior to the first anniversary date of the granting of
         the Option.

E.     Medium of Payment

The Option price shall be payable upon the exercise of the Option. It shall be
payable in such form (permitted by Section 422(a) of the Code), as the Board of
Directors or if such authority be delegated, the Committee shall, either by
rules promulgated pursuant to the provisions of Article III of the Plan, or in
the particular Option Agreement, provide.

F.     Termination of Employment

A Participant who is an employee of the Company or an Affiliate and to whom an
Option has been granted under the Plan who is absent from work with the Company
or with an Affiliate because of temporary disability (any disability other than
a permanent and total Disability as defined at Paragraph A(7) of Article I
hereof), or who is on leave of absence for any purpose permitted by any
authoritative interpretation (e.g., regulation, ruling, case law, etc.) of
Section 422(a) of the Code, shall not, during the period of any such absence, be
deemed, by virtue of such absence alone, to have terminated such Participant's
employment with the Company or with an Affiliate, except as the Board of
Directors or if such authority be delegated, the Committee may otherwise
expressly provide or determine, provided, further, and without limitation, that
the Board of Directors or if such authority be delegated, the Committee, in its
sole and absolute discretion shall have the power to determine the date on which
has occurred a cessation of the relationship to the Company which makes a person
a Participant.

G.     Total and Permanent Disability

A Participant who ceases to be an employee of the Company or of an Affiliate by
reason of Disability may exercise any Option granted to such Participant to the
extent provided by Article V(C)(2).

       A Disabled Participant shall exercise such rights, if at all, only within
       the period specified in Article V(C)(2) above, (notwithstanding that the
       Participant might have been able to exercise the Option as to some or all
       of the Shares on a later date if the Participant had not become Disabled)
       or, if earlier, within the originally prescribed term of the Option.

       The Board of Directors (or the Committee if such authority has been
       delegated) shall make the determination both of whether Disability has
       occurred and the date thereof. If requested, the Participant shall be
       examined by a physician selected or approved by the Board of Directors
       (or the Committee if applicable), the cost of which examination shall be
       paid for by the Company.

H.     Death

In the event that a Participant to whom an Option has been granted ceases to be
an employee of the Company or of an Affiliate, by reason of such Participant's
death, such Option may be exercised by the Participant's Survivors to the extent
provided in Article V(C)(3). Such Option must be exercised by the Participant's
Survivors, if at all, within the time period provided in Article V(C)(3) above,
or if earlier, within the originally prescribed term of the Option,
notwithstanding that the descendent might have been able to exercise the Option
as to some or all of the shares on a later date if the Participant were alive
and had continued to be an employee of the Company or of an Affiliate.

I.     Exercise of Option and Issue of Shares
       --------------------------------------

Options shall be exercised by giving written notice to the Company, together
with the tender of the Option price, and, in the case of Nonstatutory Stock
Options, arranging for withholding. Such written notice shall be signed by the
person exercising the Option, shall state the number of Shares with respect to
which the Option is being exercised and shall contain any warranty required by
Article VI. Reasonably promptly following receipt by the Company of such written
notice and of the Option price, and, in the case of Nonstatutory Stock Options,
arrangement for withholding, the Company shall deliver the Option Shares to the
Participant (or to the Participant's Survivors, as the case may be). In
determining what constitutes "reasonably promptly", it is expressly understood
that the delivery of the Option Shares may be delayed by the Company in order to
comply with any law or regulation which requires the Company to take any action
with respect to the Option Shares prior to the issuance thereof, whether
pursuant to the provisions of Article VI or otherwise. The Option Shares shall,
upon delivery, be evidenced by an appropriate certificate or certificates for
paid-up non-assessable Shares.

J.     Rights as a Shareholder

No Participant to whom an Option has been granted shall have rights as a
shareholder with respect to any Shares covered by such Option except as to such
Shares as have been issued to or registered in the Company's share register in
the name of such Participant upon the due exercise of the Option and tender of
the full option price or its equivalent under applicable State or Commonwealth
law.

K.     Assignability and Transferability of Option

              By its terms, an Option granted to a Participant shall not be
         transferable by the Participant otherwise than by will, or by the laws
         of descent and distribution and shall be exercisable, during the
         Participant's lifetime, only by such Participant. Such Option shall not
         be assigned, pledged or hypothecated in any way (whether by operation
         of law or otherwise) and shall not be subject to execution, attachment
         or similar process. Any attempted transfer, assignment, pledge,
         hypothecation or other disposition of any Option or of any rights
         granted thereunder contrary to the provisions of this Paragraph K, or
         the levy of any attachment or similar process upon an Option or such
         rights, shall be null and void.

L.     Other Provisions

The Option Agreement shall contain such limitations and restrictions upon the
exercise of the Option intended to be an Incentive Stock Option as shall be
necessary in order that such Option can be an Incentive Stock Option within the
meaning of the Section 422(a) of the Code. Further, the Option Agreements
authorized under the Plan shall be subject to such other terms and conditions
including, without limitation, restrictions upon the exercise of the Option, as
the Board of Directors or if such authority be delegated, the Committee, shall
deem advisable and which are not inconsistent with the requirements of Code
Section 422(a).

M.     Acceleration of options
       -----------------------

Notwithstanding any provisions hereof to the contrary, the Board of Directors or
if such authority be delegated, the Committee, may in its sole discretion
accelerate the date on which any Option may be exercised. If any Option is
accelerated in accordance with this section, the portion of such Option that may
be exercised to acquire Shares that the Participant would not be entitled to
acquire but for such acceleration (the "Acceleration Shares"), is limited to
that number of Acceleration Shares that can be acquired without causing the
Participant to have an "excess parachute payment" as determined under section
28OG of the Code, determined by taking into account all of the Participant's
"parachute payments" under the Code. If as a result of this paragraph, the
Participant may not acquire all of the Acceleration Shares, then the
Acceleration Shares that the Participant may acquire shall be the last Shares
that the Participant would have been able to acquire had the Option not been
accelerated.


<PAGE>



VI.    PURCHASE FOR INVESTMENT

         Unless the Shares to be issued upon the particular exercise of an
Option shall have been effectively registered under the Securities Act of 1933,
as now in force or hereafter amended (the "Act"), the Company shall be under no
obligation to issue the Shares covered by such exercise unless and until the
following conditions have been fulfilled:

       1. The person(s) who exercises such Option shall warrant to the Company,
at the time of such exercise, that such person(s) are acquiring their option
Shares, for investment and not with a view to, or for sale in connection with,
the distribution of any such Shares. In such event the person(s) acquiring such
Shares shall be bound by the provisions of the following legend which shall be
endorsed upon the certificate(s) evidencing the option Shares issued pursuant to
such exercise:

"The shares represented by this certificate have been taken for investment and
they may not be sold or otherwise transferred by any person, including a pledge,
in the absence of an effective registration statement for the shares under the
Securities Act of 1933 or an opinion of counsel satisfactory to the Company that
an exemption from registration is then available."

       2. The Company shall have received an opinion of its counsel that the
Shares may be issued upon such particular exercise in compliance with the Act
without registration thereunder. Without limiting the generality of the
foregoing, the Company may delay issuance of the Shares until completion of any
action or obtaining of any consent, which the Company deems necessary under any
applicable law (including without limitation state securities or "blue sky"
laws).



VII.   CHANGES IN CAPITALIZATION, CORPORATE FORM OR OWNERSHIP: ADJUSTMENT UPON
        OR TERMINATION OF OPTIONS
       -------------------------------------------------------------------------

       A.       Adjustment

        Subject  to Article VII(B) below, in the event that the outstanding
                 Shares of the Company are changed into or exchanged for a
                 different number or kind of shares or other securities of the
                 Company or of another corporation by reason of any
                 reorganization, merger, consolidation, recapitalization,
                 reclassification, change in par value, stock split-up,
                 combination of shares or dividend payable in capital stock, or
                 the like, appropriate adjustment shall be made in the maximum
                 number and kind of shares for the purchase of which Options may
                 be granted under the Plan and, in addition, appropriate
                 adjustment to prevent dilution or enlargement of the rights
                 granted to or available for Participants, shall be made in the
                 number and kind of shares and in the option price per share
                 subject to outstanding Options. No such adjustment shall be
                 made which shall, within the meaning of Section 425 of the
                 Code, constitute such a modification, extension or renewal of
                 an Incentive Stock Option as to cause it to be considered as
                 the grant of a new Option.

       B.       Termination of Options

        Notwithstanding the adjustment provisions of Article VII(A) above, if
                 one of the events therein described are pending, the Board of
                 Directors or, if such authority be delegated, the Committee, in
                 its sole discretion, may, by giving written "Cancellation
                 notice", cancel effective immediately all Options granted
                 hereunder which remain unexercised and such Options shall
                 thereupon become null and void, except as otherwise provided in
                 any prior written agreement between the Company and any
                 Participant.

VIII.  DISSOLUTION OR LIQUIDATION OF THE COMPANY - TERMINATION OF UNEXERCISED
        OPTIONS
       -------------------------------------------------------------------------

       Upon the dissolution or liquidation of the Company or the sale, lease,
exchange or other disposition of all or substantially all of the property and
assets of the Company other than in connection with a transaction to which the
preceding Article VII is applicable, all Options granted hereunder which remain
unexercised shall terminate and become null and void; except as otherwise
provided in any prior written agreement between the Company and any Participant;
provided, however, that if the rights of a Participant or a Participant's
Survivors hereunder have not otherwise terminated and expired, the Participant
or the Participant's Survivors shall have the right immediately prior to such
dissolution, liquidation, sale, lease or exchange, to exercise any Option
granted hereunder to the extent that the right to purchase Shares thereunder has
accrued as of the date immediately prior to such event.

IX.       TERMINATION OF THE PLAN

       The Plan shall terminate ten (10) years from the earlier of the date of
its adoption or the date of its approval by the shareholders. The Plan may be
terminated at an earlier date by vote of the shareholders; provided, however,
that any such earlier termination shall not affect any Option granted or Option
Agreements executed prior to the effective date of such termination.

X.        AMENDMENT OF THE PLAN

       The Board of Directors may from time to time amend the Plan or any
Option; provided, however, that subject to changes in law or other legal
requirements that would permit otherwise, or except to the extent provided in
Article VII(A), no such amendment may, without approval by the holders of a
majority of the shares of Common Stock of the Company represented at a meeting
of shareholders for which a quorum is present, (a) increase the number of Shares
reserved for Options or change the class of persons eligible to receive Options,
(b) permit the granting of Options that expire beyond the maximum period
described in Article V(C), or (c) extend the termination date of the Plan as set
forth in Article IX ; and provided, further, that except to the extent provided
in Articles VII and VIII no amendment or suspension of the Plan or any Option
issued hereunder shall, except as specifically permitted in any Option
Agreement, substantially impair any Option previously granted to any Participant
without the consent of such Participant. Any shareholder approval necessary or
desirable in order to comply with Rule l6b-3 under the Securities Exchange Act
of 1934 or with Section 422 of the Code (or other applicable law or regulation)
shall be obtained in the manner required herein.

XI.       EMPLOYMENT RELATIONSHIP

       Nothing herein contained shall be deemed to prevent the Company or an
Affiliate from terminating its employment of, or other relationship with, a
Participant, nor prevent a Participant from terminating the Participant's
employment, or other relationship with the Company or an Affiliate.

XII.      OPTIONS OTHER THAN INCENTIVE STOCK OPTIONS

       Subject to the provisions of Article 11 dealing with the aggregate number
of Shares as to which Options may be granted under this Plan, the Board of
Directors may at any time and from time to time, grant Options that cannot
and/or are not intended to qualify as Incentive Stock Options on such terms and
conditions as it may from time to time determine. To the extent that such
Nonstatutory Options are granted, the number of Shares available for the
issuance of Options shall be correspondingly reduced and no such Nonstatutory
Stock Options (clearly designated as such) shall be issued on such terms as to
adversely affect Options intended to be Incentive Stock Options.

XIII.     STOCK APPRECIATION RIGHTS

       A. The Board of Directors shall have authority, in its sole discretion,
       to grant a Stock Appreciation Right ("SAR") with respect to all or some
       of the Shares covered by any Option ("Related Option"). An SAR granted
       with respect to an Incentive Stock Option must be granted together with
       the Related Option.

       B.       For purposes of this Article XIII, the following definitions
                shall apply:

                1.   The term "Stock Appreciation Right" or "SAR" shall mean the
                     obligation to pay the Participant (or the Participant's
                     Survivors), in the event of the death of the Participant,
                     an amount in cash equal to the Spread; provided, however,
                     the Company may, in its sole discretion, withhold from such
                     cash any amount necessary to satisfy the Company's
                     obligation for withholding taxes with respect to such
                     payment.

                2.   The term "Spread" shall mean, with respect to each SAR, an
                     amount equal to the product computed by multiplying (a) the
                     excess of (i) the fair market value per Share over (ii) the
                     option price per Share of the Related Option, by (b) the
                     number of Shares with respect to which such SAR is being
                     exercised; provided, however, that with respect to any SAR
                     granted together with an Incentive Stock Option in no event
                     shall the Spread exceed the amount permitted to be treated
                     as the Spread under applicable treasury Regulations or
                     other legal authority without disqualifying the Options as
                     an Incentive Stock Option.

     C. Each SAR shall be on such terms and  conditions  not  inconsistent  with
this Plan as the Board of Directors  may  determine  and shall be evidenced by a
written  agreement  executed by the Company and the  Participant  receiving  the
Related Option. A SAR shall be exercisable only at such time or times and to the
extent that the Related  Option  shall be  exercisable  in  accordance  with the
provisions  of Article V and this Article XIII of the Plan;  provided,  however,
that any SAR granted to a Participant subject to Section 16(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the grant of the Related
Option shall not be exercisable  during the first six months of its term, except
that  this  special  limitation  shall  not  apply in the  event of the death or
disability of the Participant  prior to the expiration of the six-month  period;
further  provided,  that  until  such  time  as the  Plan is  administered  by a
Committee  comprised  of  Disinterested  Persons,  or by the Board of  Directors
comprised  of a majority of  Disinterested  Persons,  SARs may not be granted to
employees who are also directors.  The exercise of SARs held by Participants who
are subject to section  16(b) of the  Exchange  Act shall comply with Rule 16b-3
thereunder, to the extent applicable.

     D. A  Participant  shall have no rights as a  shareholder  with  respect to
shares subject to a Related Option by reason of any SAR.

       E.       A SAR shall not be transferable in any manner.

XIV. EFFECTIVE DATE
     --------------

       This Plan shall become effective upon adoption by the Board of Directors
       but shall nevertheless be subject within one (1) year either before or
       after such adoption by the Board of Directors, to the approval of the
       shareholders of the Company.




<PAGE>


                              MICROGRAFX, INC. 1995
                  INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

                       Approved by the Board June 15,1994
                 Approved by the Shareholders September 28,1994
<TABLE>
<CAPTION>
        <S>                                                                                                  <C>

  DEFINITIONS AND PURPOSES ....................................................................................1
       Definitions ............................................................................................1
       Purposes of the Plan ...................................................................................2
  SHARES SUBJECT TO THE PLAN ..................................................................................2
  ADMINISTRATION ..............................................................................................3
  ELIGIBILITY FOR PARTICIPATION ...............................................................................3
  TERMS AND CONDITIONS OF OPTIONS: ............................................................................4
       Option Price ...........................................................................................4
       Number of Shares .......................................................................................5
       Term of Option .........................................................................................5
       Date of Exercise .......................................................................................6
       Medium of Payment ......................................................................................6
       Prior Option - Sequence Exercise Rule ..................................................................6
       Termination of Employment ..............................................................................6
       Total and Permanent Disability .........................................................................7
       Death    ...............................................................................................7
       Exercise of Option and Issue of Shares .................................................................7
       Rights as a Shareholder ................................................................................8
       Assignability and Transferability of Option ............................................................8
       Other Provisions .......................................................................................8
       Acceleration of Options ................................................................................8
  PURCHASE FOR INVESTMENT .....................................................................................9
CHANGES IN CAPITALIZATION, CORPORATE FORM OR OWNERSHIP; ADJUSTMENT UPON OR TERMINATION OF OPTIONS .............9
       Adjustment..............................................................................................9
       Termination of Options..................................................................................10
  DISSOLUTION OR LIQUIDATION OF THE COMPANY - TERMINATION OF UNEXERCISED
  OPTIONS       ...............................................................................................
  TERMINATION OF THE PLAN .....................................................................................10
  AMENDMENT OF THE PLAN .......................................................................................10
  EMPLOYMENT RELATIONSHIP .....................................................................................11
  STOCK APPRECIATION RIGHTS ...................................................................................11
  EFFECTIVE DATE ..............................................................................................12
</TABLE>



<PAGE>


                                                                   EXHIBIT 10.22


                              MICROGRAFX, INC. 1995

                                  AMENDMENT #2

                  INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN


  I.   DEFINITIONS AND PURPOSES

A.     Definitions

       Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Incentive and Nonstatutory Stock Option Plan,
shall have the following meanings:

     1. Affiliate means a corporation  which,  for purposes of Section 422(a) of
the Code, is a direct or indirect parent or subsidiary of the Company.

     3. Board of Directors or Board means the Board of Directors of the Company.


     3. Cause means the Participant's willful misconduct or gross negligence, as
determined by the Board of Directors or the Committee in its sole discretion.

     4. Code means the United States Internal Revenue Code of 1986, as amended.


     5.  Committee  means the  Committee  to which the  Board of  Directors  has
delegated power to act under or pursuant to the provisions of the Plan.

     6. Company means Micrografx, Inc.


     7. Disability or Disabled means  permanent and total  disability as defined
in Section 22(e)(3) of the Code.

     8.  Disinterested  Person(s) shall have the meaning set forth in Rule l6b-3
as promulgated by the  Securities and Exchange  Commission  under the Securities
Exchange Act of 1934,  as amended,  or any successor  definition  adopted by the
Securities and Exchange Commission.

     9.  Incentive  Stock Option  means an Incentive  Stock Option as defined at
Section 422(a) of the Code.

     10. Key Person(s) shall mean any employee of, or consultant or other person
rendering  significant  services to, the Company or an Affiliate,  to be granted
one or more Options under the Plan.


<PAGE>



     11.  Nonstatutory  Stock  Option  means an Option which is not an incentive
Stock Option.


     12. Option means a right or option granted under the Plan.


     15.  Option  Agreement  means  an  agreement  between  the  Company  and  a
Participant executed and delivered pursuant to the Plan.

     16.  Participant means a Key Person to whom one or more Options are granted
under the Plan.

     15.   Participant's   Survivors  means  a  deceased   Participant's   legal
representatives  and/or any person or persons  who  acquired  the  Participant's
rights to an Option by will or by the laws of descent and distribution.

     16. Plan means this Incentive and Nonstatutory Stock Option Plan.


     17. Shares means the  following  shares of the capital stock of the Company
as to which  Options have been or may be granted  under the Plan:  Common Stock,
par value $.01 per share,  or any shares of capital  stock into which the Shares
are changed or for which they are exchanged within the provisions of Article VII
of the Plan.

B.     Purposes of the Plan

       The Plan is intended to encourage ownership of Shares by Key Persons in
order to attract such Key Persons, to induce such Key Persons to remain in the
service of the Company or of an Affiliate and to provide additional incentive
for such Key Persons to promote the success of the Company or of an Affiliate.
It is further intended that if the Board of Directors desires, and so indicates
by the terms of a specific Option Agreement, Options issued pursuant to the Plan
shall be eligible to constitute "Incentive Stock Options" within the meaning of
Section 422(a) of the Code.

II.    SHARES SUBJECT TO THE PLAN

       The aggregate number of Shares as to which Options may be granted from
time to time shall be three million one hundred thousand (3,100,000) Shares;
provided however, that unless the Plan is administered by a Committee comprised
of Disinterested Persons, or by the Board of Directors comprised of a majority
of Disinterested Persons, the maximum number of Shares as to which Options may
be granted in any calendar year to a director who is also an employee shall not
exceed 33% of the aggregate number of Shares with respect to which grants may be
made under the Plan.

       If an Option ceases to be "outstanding", in whole or in part, the Shares
which were subject to such Option shall be available for the granting of other
Options. Any Option shall be


<PAGE>


treated as "outstanding" until such Option is surrendered, canceled, is
exercised in full, or terminates or expires under the provisions of the Plan.

         The aggregate number of Shares as to which Options may be granted shall
be subject to change only by means of an amendment of the Plan duly adopted by
the Board and approved by the shareholders of the Company, subject to the
provision of Article VII.

III.   ADMINISTRATION

         The Plan shall be administered by the Board of Directors, except to the
extent that the Board of Directors delegates its authority hereunder to the
Committee. The Committee shall be comprised of not less than three members who
shall be appointed by, and shall serve at the pleasure of, the Board. Subject to
the provisions of the Plan, the Board of Directors and the Committee are
authorized to:

     A.  interpret  the  provisions  of the  Plan  or of any  Option  or  Option
Agreement and to make all rules and  determinations  which it deems necessary or
advisable with respect thereto;
     B. determine  which persons shall be designated as Key Persons and which of
the Key Persons shall be granted Options;
     C.  determine  the number of Shares for which an Option or Options shall be
granted; and

     D. specify the terms and conditions upon which Options may be granted;

provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the sole and absolute discretion
of the Board of Directors or if such authority be delegated, the Committee;
provided, further, that except as to Options granted pursuant to Article XII
such interpretations, rules, determination, terms and conditions shall be made
and proscribed in the context of preserving the tax status of the Options as
Incentive Stock Options within the meaning of Section 422(a) of the Code; also,
provided, further, that unless the Plan is administered by a Committee comprised
of Disinterested Persons, or by the Board of Directors comprised of a majority
of Disinterested Persons, the authority of the Board of Directors and the
Committee to grant Options to employees who are also directors is subject to
certain restrictions contained herein.

IV.    ELIGIBILITY FOR PARTICIPATION

       Each Participant must be a Key Person of the Company or of an Affiliate
at the time an Option is granted.

       The Board of Directors or if such authority be delegated, the Committee,
may at any time and from time to time grant one or more Options to one or more
Key Persons and may designate the type of Option (whether an Incentive or
Nonstatutory Option) and the number of Shares to be


<PAGE>


optioned under each Option so granted; provided, however, that no Options shall
be granted after the expiration of the earlier of ten (10) years from the date
of the adoption of the Plan by the Company or the approval of the Plan by the
shareholders of the Company, and provided further, that the fair market value of
the Shares (determined as of the date of grant) with respect to which such
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year under the Plan and any other incentive stock option
plan of the Company and/or an Affiliate shall not exceed $ 100,000.

         Notwithstanding any of the foregoing provisions, the Board of
Directors, or if such authority be delegated, the Committee, may authorize the
grant of an Option to a person not then a Key Person, provided that, in the case
of a grant of a Nonstatutory Option, the actual grant shall be conditioned upon
such person becoming eligible to become a Participant at or prior to the time of
the execution of the Option Agreement evidencing such Option; provided further,
that in the case of the grant of an Incentive Stock Option, the person shall
become an employee on or before the date of grant.

V.     TERMS AND CONDITIONS OF OPTIONS
       -------------------------------

A.     Option Price:
       ------------

       1.       Incentive Stock Options

If the optionee owns directly or by reason of the applicable attribution rules
(at Code Section 425(d)) ten percent (10%) or less of the total combined voting
power of all classes of stock of the Company or any Affiliate, the Option price
(per share) of the Shares covered by each Incentive Stock Option shall be not
less than the "fair market value" as hereinafter defined (per share) of the
Shares on the date of the grant of the Incentive Stock Option. In all other
cases, the Incentive Stock Option's price shall be not less than one hundred ten
percent (110%) of the said fair market value on the date of grant. If such
Shares are then listed on any national securities exchange or the national
market system of NASDAQ as defined below, the fair market value shall be the
mean between the high and low sales prices, if any, on the largest such exchange
on the date of the grant of the Option, or, if none, on the most recent trade
date thirty (30) days or less prior to the date of the grant of the Option. If
the Shares are not then listed on any such exchange, the fair market value of
such Shares shall be the mean between the closing "Bid" and the closing "Ask"
prices, if any, as reported in the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") for the date of the grant of the Option,
or if none, on the most recent trade date thirty (30) days or less prior to the
date of the grant of the Option for which such quotations are reported. If the
Shares are not then either listed on any such exchange or quoted in NASDAQ, the
fair market value shall be the mean between the average of the "Bid" and the
average of the "Ask" prices, if any, as reported in the National Daily Quotation
Service for the date of the grant of the Option or, if none, for the most recent
trade date thirty (30) days or less prior to the date of the grant of the Option
for which such quotations are reported. If the fair market value cannot be
determined under the preceding three sentences, it shall be determined in good
faith by the Board of Directors, or if such authority be delegated, the
Committee


<PAGE>



       2.       Nonstatutory Stock Options

The Option price for any Nonstatutory Stock Option shall be any price determined
by the Board of Directors, or if such authority be delegated, by the Committee.

B.     Number of Shares

Each Option shall state the type of Option (whether an Incentive or Nonstatutory
Stock Option) and the number of Shares to which it pertains.

C.     Term of Option

Each Option shall terminate not more than ten (10) years from the date of the
grant thereof, or at such earlier time as the Option Agreement may provide, and
shall be subject to earlier termination as herein provided, except that if the
Option price is required under Paragraph A(l) of this Article V to be at least
110% of the fair market value, each such Option shall terminate not more than
five (5) years from the date of the grant thereof.

Unless the terms of an Option provide a more restrictive option period, the
unexercised portion of an Option shall automatically and without notice
terminate and become null and void upon the earlier of:

     1) with  respect to Options held by a person who is employed by the Company
or any  Affiliate,  30 days  after  the date  that a  Participant  ceases  to be
employed by the Company or any  Affiliate,  regardless  of the reason  therefor,
other than a cessation by reason of death, Disability or for Cause;
     2) with respect to Options held by a person  employed by the Company or any
Affiliate,  90 days after the date that the Participant ceases to be employed by
the Company or any Affiliate by reason of Disability;

     3) with respect to Options held by a person  employed by the Company or any
Affiliate,  90 days after the date that the Participant ceases to be employed by
the Company or any Affiliate by reason of
         death;

     4) the date that a Participant  ceases to be employed by the Company or any
Affiliate, if such cessation is for Cause;

     5) with  respect to Options  held by a person  who is not  employed  by the
Company or any Affiliate, the date specified in the Option Agreement;

     6) the tenth anniversary of the date of grant of any Options;


<PAGE>


     7) the fifth  anniversary of the date of grant of any Options if the option
price is  required  to be at least 110% of the fair  market  value  pursuant  to
paragraph A(l) of Article V; or

     8) such  earlier  date as  selected by the Board of  Directors,  or if such
authority be delegated,  the  Committee,  and expressly  described in the Option
Agreement.

       For purposes of this Plan, a Participant ceases to be an employee of the
       Company or any Affiliate on the date specified in records maintained by
       the Company's Human Resources Department.


D.     Date of Exercise

Upon the authorization of the grant of an Option, the Board of Directors or if
such authority be delegated, the Committee may, subject to the provisions of
Paragraph C of this Article V, prescribe the date or dates on which the Option
becomes exercisable, and may provide that the Option rights accrue or becomes
exercisable in installments over a period of years, or upon the attainment of
stated goals or both. The Board of Directors, or if such authority be delegated,
the Committee, may accelerate the date(s) on which rights accrue or on which any
Option may be exercised, regardless of whether such acceleration of an Incentive
Stock Option causes a violation of Article IV.

              Notwithstanding the foregoing, until such time as the Plan is
         administered by a Committee comprised of Disinterested Persons, or by
         the Board of Directors comprised of a majority of Disinterested
         Persons, Options granted to employees who are also directors shall not
         be exercisable prior to the first anniversary date of the granting of
         the Option.

E.     Medium of Payment

The Option price shall be payable upon the exercise of the Option. It shall be
payable in such form (permitted by Section 422(a) of the Code), as the Board of
Directors or if such authority be delegated, the Committee shall, either by
rules promulgated pursuant to the provisions of Article III of the Plan, or in
the particular Option Agreement, provide.

F.     Termination of Employment

A Participant who is an employee of the Company or an Affiliate and to whom an
Option has been granted under the Plan who is absent from work with the Company
or with an Affiliate because of temporary disability (any disability other than
a permanent and total Disability as defined at Paragraph A(7) of Article I
hereof), or who is on leave of absence for any purpose permitted by any
authoritative interpretation (e.g., regulation, ruling, case law, etc.) of
Section 422(a) of the Code, shall not, during the period of any such absence, be
deemed, by virtue of such absence alone, to have terminated such Participant's
employment with the Company or with an Affiliate, except as the Board of
Directors or if such authority be delegated, the Committee may otherwise
expressly provide or determine, provided, further, and without limitation, that
the Board of Directors or if such authority be delegated, the Committee, in its
sole and absolute discretion shall have the power to determine the date on which
has occurred a cessation of the relationship to the Company which makes a person
a Participant.

G.     Total and Permanent Disability

A Participant who ceases to be an employee of the Company or of an Affiliate by
reason of Disability may exercise any Option granted to such Participant to the
extent provided by Article V(C)(2).

       A Disabled Participant shall exercise such rights, if at all, only within
       the period specified in Article V(C)(2) above, (notwithstanding that the
       Participant might have been able to exercise the Option as to some or all
       of the Shares on a later date if the Participant had not become Disabled)
       or, if earlier, within the originally prescribed term of the Option.

       The Board of Directors (or the Committee if such authority has been
       delegated) shall make the determination both of whether Disability has
       occurred and the date thereof. If requested, the Participant shall be
       examined by a physician selected or approved by the Board of Directors
       (or the Committee if applicable), the cost of which examination shall be
       paid for by the Company.

H.     Death

In the event that a Participant to whom an Option has been granted ceases to be
an employee of the Company or of an Affiliate, by reason of such Participant's
death, such Option may be exercised by the Participant's Survivors to the extent
provided in Article V(C)(3). Such Option must be exercised by the Participant's
Survivors, if at all, within the time period provided in Article V(C)(3) above,
or if earlier, within the originally prescribed term of the Option,
notwithstanding that the descendent might have been able to exercise the Option
as to some or all of the shares on a later date if the Participant were alive
and had continued to be an employee of the Company or of an Affiliate.

I.     Exercise of Option and Issue of Shares
       --------------------------------------

Options shall be exercised by giving written notice to the Company, together
with the tender of the Option price, and, in the case of Nonstatutory Stock
Options, arranging for withholding. Such written notice shall be signed by the
person exercising the Option, shall state the number of Shares with respect to
which the Option is being exercised and shall contain any warranty required by
Article VI. Reasonably promptly following receipt by the Company of such written
notice and of the Option price, and, in the case of Nonstatutory Stock Options,
arrangement for withholding, the Company shall deliver the Option Shares to the
Participant (or to the Participant's Survivors, as the case may be). In
determining what constitutes "reasonably promptly", it is expressly understood
that the delivery of the Option Shares may be delayed by the Company in order to
comply with any law or regulation which requires the Company to take any action
with respect to the Option Shares prior to the issuance thereof, whether
pursuant to the provisions of Article VI or otherwise. The Option Shares shall,
upon delivery, be evidenced by an appropriate certificate or certificates for
paid-up non-assessable Shares.

J.     Rights as a Shareholder

No Participant to whom an Option has been granted shall have rights as a
shareholder with respect to any Shares covered by such Option except as to such
Shares as have been issued to or registered in the Company's share register in
the name of such Participant upon the due exercise of the Option and tender of
the full option price or its equivalent under applicable State or Commonwealth
law.

K.     Assignability and Transferability of Option

              By its terms, an Option granted to a Participant shall not be
         transferable by the Participant otherwise than by will, or by the laws
         of descent and distribution and shall be exercisable, during the
         Participant's lifetime, only by such Participant. Such Option shall not
         be assigned, pledged or hypothecated in any way (whether by operation
         of law or otherwise) and shall not be subject to execution, attachment
         or similar process. Any attempted transfer, assignment, pledge,
         hypothecation or other disposition of any Option or of any rights
         granted thereunder contrary to the provisions of this Paragraph K, or
         the levy of any attachment or similar process upon an Option or such
         rights, shall be null and void.

L.     Other Provisions

The Option Agreement shall contain such limitations and restrictions upon the
exercise of the Option intended to be an Incentive Stock Option as shall be
necessary in order that such Option can be an Incentive Stock Option within the
meaning of the Section 422(a) of the Code. Further, the Option Agreements
authorized under the Plan shall be subject to such other terms and conditions
including, without limitation, restrictions upon the exercise of the Option, as
the Board of Directors or if such authority be delegated, the Committee, shall
deem advisable and which are not inconsistent with the requirements of Code
Section 422(a).

M.     Acceleration of options
       -----------------------

Notwithstanding any provisions hereof to the contrary, the Board of Directors or
if such authority be delegated, the Committee, may in its sole discretion
accelerate the date on which any Option may be exercised. If any Option is
accelerated in accordance with this section, the portion of such Option that may
be exercised to acquire Shares that the Participant would not be entitled to
acquire but for such acceleration (the "Acceleration Shares"), is limited to
that number of Acceleration Shares that can be acquired without causing the
Participant to have an "excess parachute payment" as determined under section
28OG of the Code, determined by taking into account all of the Participant's
"parachute payments" under the Code. If as a result of this paragraph, the
Participant may not acquire all of the Acceleration Shares, then the
Acceleration Shares that the Participant may acquire shall be the last Shares
that the Participant would have been able to acquire had the Option not been
accelerated.


<PAGE>



VI.    PURCHASE FOR INVESTMENT

         Unless the Shares to be issued upon the particular exercise of an
Option shall have been effectively registered under the Securities Act of 1933,
as now in force or hereafter amended (the "Act"), the Company shall be under no
obligation to issue the Shares covered by such exercise unless and until the
following conditions have been fulfilled:

       1. The person(s) who exercises such Option shall warrant to the Company,
at the time of such exercise, that such person(s) are acquiring their option
Shares, for investment and not with a view to, or for sale in connection with,
the distribution of any such Shares. In such event the person(s) acquiring such
Shares shall be bound by the provisions of the following legend which shall be
endorsed upon the certificate(s) evidencing the option Shares issued pursuant to
such exercise:

"The shares represented by this certificate have been taken for investment and
they may not be sold or otherwise transferred by any person, including a pledge,
in the absence of an effective registration statement for the shares under the
Securities Act of 1933 or an opinion of counsel satisfactory to the Company that
an exemption from registration is then available."

       2. The Company shall have received an opinion of its counsel that the
Shares may be issued upon such particular exercise in compliance with the Act
without registration thereunder. Without limiting the generality of the
foregoing, the Company may delay issuance of the Shares until completion of any
action or obtaining of any consent, which the Company deems necessary under any
applicable law (including without limitation state securities or "blue sky"
laws).



VII.   CHANGES IN CAPITALIZATION, CORPORATE FORM OR OWNERSHIP: ADJUSTMENT UPON
OR TERMINATION OF OPTIONS
       ------------------------------------------------------------------------

       A.       Adjustment

        Subject  to Article VII(B) below, in the event that the outstanding
                 Shares of the Company are changed into or exchanged for a
                 different number or kind of shares or other securities of the
                 Company or of another corporation by reason of any
                 reorganization, merger, consolidation, recapitalization,
                 reclassification, change in par value, stock split-up,
                 combination of shares or dividend payable in capital stock, or
                 the like, appropriate adjustment shall be made in the maximum
                 number and kind of shares for the purchase of which Options may
                 be granted under the Plan and, in addition, appropriate
                 adjustment to prevent dilution or enlargement of the rights
                 granted to or available for Participants, shall be made in the
                 number and kind of shares and in the option price per share
                 subject to outstanding Options. No such adjustment shall be
                 made which shall, within the meaning of Section 425 of the
                 Code, constitute such a modification, extension or renewal of
                 an Incentive Stock Option as to cause it to be considered as
                 the grant of a new Option.

       B.       Termination of Options

        Notwithstanding the adjustment provisions of Article VII(A) above, if
                 one of the events therein described are pending, the Board of
                 Directors or, if such authority be delegated, the Committee, in
                 its sole discretion, may, by giving written "Cancellation
                 notice", cancel effective immediately all Options granted
                 hereunder which remain unexercised and such Options shall
                 thereupon become null and void, except as otherwise provided in
                 any prior written agreement between the Company and any
                 Participant.

VIII.  DISSOLUTION OR LIQUIDATION OF THE COMPANY - TERMINATION OF UNEXERCISED
OPTIONS
       --------------------------------------------------------------------

       Upon the dissolution or liquidation of the Company or the sale, lease,
exchange or other disposition of all or substantially all of the property and
assets of the Company other than in connection with a transaction to which the
preceding Article VII is applicable, all Options granted hereunder which remain
unexercised shall terminate and become null and void; except as otherwise
provided in any prior written agreement between the Company and any Participant;
provided, however, that if the rights of a Participant or a Participant's
Survivors hereunder have not otherwise terminated and expired, the Participant
or the Participant's Survivors shall have the right immediately prior to such
dissolution, liquidation, sale, lease or exchange, to exercise any Option
granted hereunder to the extent that the right to purchase Shares thereunder has
accrued as of the date immediately prior to such event.

IX.       TERMINATION OF THE PLAN

       The Plan shall terminate ten (10) years from the earlier of the date of
its adoption or the date of its approval by the shareholders. The Plan may be
terminated at an earlier date by vote of the shareholders; provided, however,
that any such earlier termination shall not affect any Option granted or Option
Agreements executed prior to the effective date of such termination.

X.        AMENDMENT OF THE PLAN

       The Board of Directors may from time to time amend the Plan or any
Option; provided, however, that subject to changes in law or other legal
requirements that would permit otherwise, or except to the extent provided in
Article VII(A), no such amendment may, without approval by the holders of a
majority of the shares of Common Stock of the Company represented at a meeting
of shareholders for which a quorum is present, (a) increase the number of Shares
reserved for Options or change the class of persons eligible to receive Options,
(b) permit the granting of Options that expire beyond the maximum period
described in Article V(C), or (c) extend the termination date of the Plan as set
forth in Article IX ; and provided, further, that except to the extent provided
in Articles VII and VIII no amendment or suspension of the Plan or any Option
issued hereunder shall, except as specifically permitted in any Option
Agreement, substantially impair any Option previously granted to any Participant
without the consent of such Participant. Any shareholder approval necessary or
desirable in order to comply with Rule l6b-3 under the Securities Exchange Act
of 1934 or with Section 422 of the Code (or other applicable law or regulation)
shall be obtained in the manner required herein.

XI.       EMPLOYMENT RELATIONSHIP

       Nothing herein contained shall be deemed to prevent the Company or an
Affiliate from terminating its employment of, or other relationship with, a
Participant, nor prevent a Participant from terminating the Participant's
employment, or other relationship with the Company or an Affiliate.

XII.      OPTIONS OTHER THAN INCENTIVE STOCK OPTIONS

       Subject to the provisions of Article 11 dealing with the aggregate number
of Shares as to which Options may be granted under this Plan, the Board of
Directors may at any time and from time to time, grant Options that cannot
and/or are not intended to qualify as Incentive Stock Options on such terms and
conditions as it may from time to time determine. To the extent that such
Nonstatutory Options are granted, the number of Shares available for the
issuance of Options shall be correspondingly reduced and no such Nonstatutory
Stock Options (clearly designated as such) shall be issued on such terms as to
adversely affect Options intended to be Incentive Stock Options.

XIII.     STOCK APPRECIATION RIGHTS

       A. The Board of Directors shall have authority, in its sole discretion,
       to grant a Stock Appreciation Right ("SAR") with respect to all or some
       of the Shares covered by any Option ("Related Option"). An SAR granted
       with respect to an Incentive Stock Option must be granted together with
       the Related Option.

       B.       For purposes of this Article XIII, the following definitions
shall apply:

                1.   The term "Stock Appreciation Right" or "SAR" shall mean the
                     obligation to pay the Participant (or the Participant's
                     Survivors), in the event of the death of the Participant,
                     an amount in cash equal to the Spread; provided, however,
                     the Company may, in its sole discretion, withhold from such
                     cash any amount necessary to satisfy the Company's
                     obligation for withholding taxes with respect to such
                     payment.

                2.   The term "Spread" shall mean, with respect to each SAR, an
                     amount equal to the product computed by multiplying (a) the
                     excess of (i) the fair market value per Share over (ii) the
                     option price per Share of the Related Option, by (b) the
                     number of Shares with respect to which such SAR is being
                     exercised; provided, however, that with respect to any SAR
                     granted together with an Incentive Stock Option in no event
                     shall the Spread exceed the amount permitted to be treated
                     as the Spread under applicable treasury Regulations or
                     other legal authority without disqualifying the Options as
                     an Incentive Stock Option.

     C. Each SAR shall be on such terms and  conditions  not  inconsistent  with
this Plan as the Board of Directors  may  determine  and shall be evidenced by a
written  agreement  executed by the Company and the  Participant  receiving  the
Related Option. A SAR shall be exercisable only at such time or times and to the
extent that the Related  Option  shall be  exercisable  in  accordance  with the
provisions  of Article V and this Article XIII of the Plan;  provided,  however,
that any SAR granted to a Participant subject to Section 16(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the grant of the Related
Option shall not be exercisable  during the first six months of its term, except
that  this  special  limitation  shall  not  apply in the  event of the death or
disability of the Participant  prior to the expiration of the six-month  period;
further  provided,  that  until  such  time  as the  Plan is  administered  by a
Committee  comprised  of  Disinterested  Persons,  or by the Board of  Directors
comprised  of a majority of  Disinterested  Persons,  SARs may not be granted to
employees who are also directors.  The exercise of SARs held by Participants who
are subject to section  16(b) of the  Exchange  Act shall comply with Rule 16b-3
thereunder, to the extent applicable.

     D. A  Participant  shall have no rights as a  shareholder  with  respect to
shares subject to a Related Option by reason of any SAR.

       E.       A SAR shall not be transferable in any manner.

XIV. EFFECTIVE DATE
     --------------

       This Plan shall become effective upon adoption by the Board of Directors
       but shall nevertheless be subject within one (1) year either before or
       after such adoption by the Board of Directors, to the approval of the
       shareholders of the Company.




<PAGE>

<TABLE>
<CAPTION>
        <S>                                                                                     <C>

                              MICROGRAFX, INC. 1995
                  INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

                       Approved by the Board June 15,1994
                 Approved by the Shareholders September 28,1994

  DEFINITIONS AND PURPOSES ....................................................................................1
       Definitions ............................................................................................1
       Purposes of the Plan ...................................................................................2
  SHARES SUBJECT TO THE PLAN ..................................................................................2
  ADMINISTRATION ..............................................................................................3
  ELIGIBILITY FOR PARTICIPATION ...............................................................................3
  TERMS AND CONDITIONS OF OPTIONS: ............................................................................4
       Option Price ...........................................................................................4
       Number of Shares .......................................................................................5
       Term of Option .........................................................................................5
       Date of Exercise .......................................................................................6
       Medium of Payment ......................................................................................6
       Prior Option - Sequence Exercise Rule ..................................................................6
       Termination of Employment ..............................................................................6
       Total and Permanent Disability .........................................................................7
       Death    ...............................................................................................7
       Exercise of Option and Issue of Shares .................................................................7
       Rights as a Shareholder ................................................................................8
       Assignability and Transferability of Option ............................................................8
       Other Provisions .......................................................................................8
       Acceleration of Options ................................................................................8
  PURCHASE FOR INVESTMENT .....................................................................................9
CHANGES IN CAPITALIZATION, CORPORATE FORM OR OWNERSHIP; ADJUSTMENT UPON OR TERMINATION OF OPTIONS .............9
       Adjustment..............................................................................................9
       Termination of Options..................................................................................10
  DISSOLUTION OR LIQUIDATION OF THE COMPANY - TERMINATION OF UNEXERCISED
  OPTIONS       ...............................................................................................
  TERMINATION OF THE PLAN .....................................................................................10
  AMENDMENT OF THE PLAN .......................................................................................10
  EMPLOYMENT RELATIONSHIP .....................................................................................11
  STOCK APPRECIATION RIGHTS ...................................................................................11
  EFFECTIVE DATE ..............................................................................................12

</TABLE>


<PAGE>


                                                               EXHIBIT 10.23


                              MICROGRAFX, INC. 1995

                                  AMENDMENT #3

                  INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN


  I.   DEFINITIONS AND PURPOSES

A.     Definitions

       Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Incentive and Nonstatutory Stock Option Plan,
shall have the following meanings:

     1. Affiliate means a corporation  which,  for purposes of Section 422(a) of
the Code, is a direct or indirect parent or subsidiary of the Company.  4. Board
of Directors or Board means the Board of Directors of the Company.


     3. Cause means the Participant's willful misconduct or gross negligence, as
determined by the Board of Directors or the Committee in its sole discretion. 4.
Code means the United States Internal Revenue Code of 1986, as amended.


     5.  Committee  means the  Committee  to which the  Board of  Directors  has
delegated power to act under or pursuant to the provisions of the Plan.

       6.       Company means Micrografx, Inc.


     7. Disability or Disabled means  permanent and total  disability as defined
in Section 22(e)(3) of the Code.

       8.       Disinterested Person(s) shall have the meaning set forth in Rule
                l6b-3 as promulgated by the Securities and Exchange Commission
                under the Securities Exchange Act of 1934, as amended, or any
                successor definition adopted by the Securities and Exchange
                Commission.

     9.  Incentive  Stock Option  means an Incentive  Stock Option as defined at
Section 422(a) of the Code.

       10.      Key Person(s) shall mean any employee of, or consultant or other
                person rendering significant services to, the Company or an
                Affiliate, to be granted one or more Options under the Plan.


<PAGE>



     11.  Nonstatutory  Stock  Option  means an Option which is not an incentive
Stock Option.


       12.      Option means a right or option granted under the Plan.


     17.  Option  Agreement  means  an  agreement  between  the  Company  and  a
Participant executed and delivered pursuant to the Plan.

     18.  Participant means a Key Person to whom one or more Options are granted
under the Plan.

       15.      Participant's Survivors means a deceased Participant's legal
                representatives and/or any person or persons who acquired the
                Participant's rights to an Option by will or by the laws of
                descent and distribution.

       16.      Plan means this Incentive and Nonstatutory Stock Option Plan.


       17.      Shares means the following shares of the capital stock of the
                Company as to which Options have been or may be granted under
                the Plan: Common Stock, par value $.01 per share, or any shares
                of capital stock into which the Shares are changed or for which
                they are exchanged within the provisions of Article VII of the
                Plan.

B.     Purposes of the Plan

       The Plan is intended to encourage ownership of Shares by Key Persons in
order to attract such Key Persons, to induce such Key Persons to remain in the
service of the Company or of an Affiliate and to provide additional incentive
for such Key Persons to promote the success of the Company or of an Affiliate.
It is further intended that if the Board of Directors desires, and so indicates
by the terms of a specific Option Agreement, Options issued pursuant to the Plan
shall be eligible to constitute "Incentive Stock Options" within the meaning of
Section 422(a) of the Code.

II.    SHARES SUBJECT TO THE PLAN

       The aggregate number of Shares as to which Options may be granted from
time to time shall be three million seven hundred thousand (3,700,000) Shares;
provided however, that unless the Plan is administered by a Committee comprised
of Disinterested Persons, or by the Board of Directors comprised of a majority
of Disinterested Persons, the maximum number of Shares as to which Options may
be granted in any calendar year to a director who is also an employee shall not
exceed 33% of the aggregate number of Shares with respect to which grants may be
made under the Plan.

       If an Option ceases to be "outstanding", in whole or in part, the Shares
which were subject to such Option shall be available for the granting of other
Options. Any Option shall be


<PAGE>


treated as "outstanding" until such Option is surrendered, canceled, is
exercised in full, or terminates or expires under the provisions of the Plan.

         The aggregate number of Shares as to which Options may be granted shall
be subject to change only by means of an amendment of the Plan duly adopted by
the Board and approved by the shareholders of the Company, subject to the
provision of Article VII.

III.   ADMINISTRATION

         The Plan shall be administered by the Board of Directors, except to the
extent that the Board of Directors delegates its authority hereunder to the
Committee. The Committee shall be comprised of not less than three members who
shall be appointed by, and shall serve at the pleasure of, the Board. Subject to
the provisions of the Plan, the Board of Directors and the Committee are
authorized to:

     A.  interpret  the  provisions  of the  Plan  or of any  Option  or  Option
Agreement and to make all rules and  determinations  which it deems necessary or
advisable with respect thereto;

     B. determine  which persons shall be designated as Key Persons and which of
the Key Persons shall be granted Options;

     C.  determine  the number of Shares for which an Option or Options shall be
granted; and

     D. specify the terms and conditions upon which Options may be granted;

provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the sole and absolute discretion
of the Board of Directors or if such authority be delegated, the Committee;
provided, further, that except as to Options granted pursuant to Article XII
such interpretations, rules, determination, terms and conditions shall be made
and proscribed in the context of preserving the tax status of the Options as
Incentive Stock Options within the meaning of Section 422(a) of the Code; also,
provided, further, that unless the Plan is administered by a Committee comprised
of Disinterested Persons, or by the Board of Directors comprised of a majority
of Disinterested Persons, the authority of the Board of Directors and the
Committee to grant Options to employees who are also directors is subject to
certain restrictions contained herein.

IV.    ELIGIBILITY FOR PARTICIPATION

       Each Participant must be a Key Person of the Company or of an Affiliate
at the time an Option is granted.

       The Board of Directors or if such authority be delegated, the Committee,
may at any time and from time to time grant one or more Options to one or more
Key Persons and may designate the type of Option (whether an Incentive or
Nonstatutory Option) and the number of Shares to be


<PAGE>


optioned under each Option so granted; provided, however, that no Options shall
be granted after the expiration of the earlier of ten (10) years from the date
of the adoption of the Plan by the Company or the approval of the Plan by the
shareholders of the Company, and provided further, that the fair market value of
the Shares (determined as of the date of grant) with respect to which such
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year under the Plan and any other incentive stock option
plan of the Company and/or an Affiliate shall not exceed $ 100,000.

         Notwithstanding any of the foregoing provisions, the Board of
Directors, or if such authority be delegated, the Committee, may authorize the
grant of an Option to a person not then a Key Person, provided that, in the case
of a grant of a Nonstatutory Option, the actual grant shall be conditioned upon
such person becoming eligible to become a Participant at or prior to the time of
the execution of the Option Agreement evidencing such Option; provided further,
that in the case of the grant of an Incentive Stock Option, the person shall
become an employee on or before the date of grant.

V.     TERMS AND CONDITIONS OF OPTIONS
       -------------------------------

A.     Option Price:
       ------------

       1.       Incentive Stock Options

If the optionee owns directly or by reason of the applicable attribution rules
(at Code Section 425(d)) ten percent (10%) or less of the total combined voting
power of all classes of stock of the Company or any Affiliate, the Option price
(per share) of the Shares covered by each Incentive Stock Option shall be not
less than the "fair market value" as hereinafter defined (per share) of the
Shares on the date of the grant of the Incentive Stock Option. In all other
cases, the Incentive Stock Option's price shall be not less than one hundred ten
percent (110%) of the said fair market value on the date of grant. If such
Shares are then listed on any national securities exchange or the national
market system of NASDAQ as defined below, the fair market value shall be the
mean between the high and low sales prices, if any, on the largest such exchange
on the date of the grant of the Option, or, if none, on the most recent trade
date thirty (30) days or less prior to the date of the grant of the Option. If
the Shares are not then listed on any such exchange, the fair market value of
such Shares shall be the mean between the closing "Bid" and the closing "Ask"
prices, if any, as reported in the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") for the date of the grant of the Option,
or if none, on the most recent trade date thirty (30) days or less prior to the
date of the grant of the Option for which such quotations are reported. If the
Shares are not then either listed on any such exchange or quoted in NASDAQ, the
fair market value shall be the mean between the average of the "Bid" and the
average of the "Ask" prices, if any, as reported in the National Daily Quotation
Service for the date of the grant of the Option or, if none, for the most recent
trade date thirty (30) days or less prior to the date of the grant of the Option
for which such quotations are reported. If the fair market value cannot be
determined under the preceding three sentences, it shall be determined in good
faith by the Board of Directors, or if such authority be delegated, the
Committee


<PAGE>



       2.       Nonstatutory Stock Options

The Option price for any Nonstatutory Stock Option shall be any price determined
by the Board of Directors, or if such authority be delegated, by the Committee.

B.     Number of Shares

Each Option shall state the type of Option (whether an Incentive or Nonstatutory
Stock Option) and the number of Shares to which it pertains.

C.     Term of Option

Each Option shall terminate not more than ten (10) years from the date of the
grant thereof, or at such earlier time as the Option Agreement may provide, and
shall be subject to earlier termination as herein provided, except that if the
Option price is required under Paragraph A(l) of this Article V to be at least
110% of the fair market value, each such Option shall terminate not more than
five (5) years from the date of the grant thereof.

Unless the terms of an Option provide a more restrictive option period, the
unexercised portion of an Option shall automatically and without notice
terminate and become null and void upon the earlier of:

     1) with  respect to Options held by a person who is employed by the Company
or any  Affiliate,  30 days  after  the date  that a  Participant  ceases  to be
employed by the Company or any  Affiliate,  regardless  of the reason  therefor,
other than a cessation by reason of death, Disability or for Cause;

     2) with respect to Options held by a person  employed by the Company or any
Affiliate,  90 days after the date that the Participant ceases to be employed by
the Company or any Affiliate by reason of Disability;

                  3) with respect to Options held by a person employed by the
         Company or any Affiliate, 90 days after the date that the Participant
         ceases to be employed by the Company or any Affiliate by reason of
         death;

     4) the date that a Participant  ceases to be employed by the Company or any
Affiliate, if such cessation is for Cause;

     5) with  respect to Options  held by a person  who is not  employed  by the
Company or any Affiliate, the date specified in the Option Agreement;

                6) the tenth anniversary of the date of grant of any Options;


<PAGE>


     7) the fifth  anniversary of the date of grant of any Options if the option
price is  required  to be at least 110% of the fair  market  value  pursuant  to
paragraph A(l) of Article V; or

                8) such earlier date as selected by the Board of Directors, or
       if such authority be delegated, the Committee, and expressly described in
       the Option Agreement.

       For purposes of this Plan, a Participant ceases to be an employee of the
       Company or any Affiliate on the date specified in records maintained by
       the Company's Human Resources Department.


D.     Date of Exercise

Upon the authorization of the grant of an Option, the Board of Directors or if
such authority be delegated, the Committee may, subject to the provisions of
Paragraph C of this Article V, prescribe the date or dates on which the Option
becomes exercisable, and may provide that the Option rights accrue or becomes
exercisable in installments over a period of years, or upon the attainment of
stated goals or both. The Board of Directors, or if such authority be delegated,
the Committee, may accelerate the date(s) on which rights accrue or on which any
Option may be exercised, regardless of whether such acceleration of an Incentive
Stock Option causes a violation of Article IV.

              Notwithstanding the foregoing, until such time as the Plan is
         administered by a Committee comprised of Disinterested Persons, or by
         the Board of Directors comprised of a majority of Disinterested
         Persons, Options granted to employees who are also directors shall not
         be exercisable prior to the first anniversary date of the granting of
         the Option.

E.     Medium of Payment

The Option price shall be payable upon the exercise of the Option. It shall be
payable in such form (permitted by Section 422(a) of the Code), as the Board of
Directors or if such authority be delegated, the Committee shall, either by
rules promulgated pursuant to the provisions of Article III of the Plan, or in
the particular Option Agreement, provide.

F.     Termination of Employment

A Participant who is an employee of the Company or an Affiliate and to whom an
Option has been granted under the Plan who is absent from work with the Company
or with an Affiliate because of temporary disability (any disability other than
a permanent and total Disability as defined at Paragraph A(7) of Article I
hereof), or who is on leave of absence for any purpose permitted by any
authoritative interpretation (e.g., regulation, ruling, case law, etc.) of
Section 422(a) of the Code, shall not, during the period of any such absence, be
deemed, by virtue of such absence alone, to have terminated such Participant's
employment with the Company or with an Affiliate, except as the Board of
Directors or if such authority be delegated, the Committee may otherwise
expressly provide or determine, provided, further, and without limitation, that
the Board of Directors or if such authority be delegated, the Committee, in its
sole and absolute discretion shall have the power to determine the date on which
has occurred a cessation of the relationship to the Company which makes a person
a Participant.

G.     Total and Permanent Disability

A Participant who ceases to be an employee of the Company or of an Affiliate by
reason of Disability may exercise any Option granted to such Participant to the
extent provided by Article V(C)(2).

       A Disabled Participant shall exercise such rights, if at all, only within
       the period specified in Article V(C)(2) above, (notwithstanding that the
       Participant might have been able to exercise the Option as to some or all
       of the Shares on a later date if the Participant had not become Disabled)
       or, if earlier, within the originally prescribed term of the Option.

       The Board of Directors (or the Committee if such authority has been
       delegated) shall make the determination both of whether Disability has
       occurred and the date thereof. If requested, the Participant shall be
       examined by a physician selected or approved by the Board of Directors
       (or the Committee if applicable), the cost of which examination shall be
       paid for by the Company.

H.     Death

In the event that a Participant to whom an Option has been granted ceases to be
an employee of the Company or of an Affiliate, by reason of such Participant's
death, such Option may be exercised by the Participant's Survivors to the extent
provided in Article V(C)(3). Such Option must be exercised by the Participant's
Survivors, if at all, within the time period provided in Article V(C)(3) above,
or if earlier, within the originally prescribed term of the Option,
notwithstanding that the descendent might have been able to exercise the Option
as to some or all of the shares on a later date if the Participant were alive
and had continued to be an employee of the Company or of an Affiliate.

I.     Exercise of Option and Issue of Shares
       --------------------------------------

Options shall be exercised by giving written notice to the Company, together
with the tender of the Option price, and, in the case of Nonstatutory Stock
Options, arranging for withholding. Such written notice shall be signed by the
person exercising the Option, shall state the number of Shares with respect to
which the Option is being exercised and shall contain any warranty required by
Article VI. Reasonably promptly following receipt by the Company of such written
notice and of the Option price, and, in the case of Nonstatutory Stock Options,
arrangement for withholding, the Company shall deliver the Option Shares to the
Participant (or to the Participant's Survivors, as the case may be). In
determining what constitutes "reasonably promptly", it is expressly understood
that the delivery of the Option Shares may be delayed by the Company in order to
comply with any law or regulation which requires the Company to take any action
with respect to the Option Shares prior to the issuance thereof, whether
pursuant to the provisions of Article VI or otherwise. The Option Shares shall,
upon delivery, be evidenced by an appropriate certificate or certificates for
paid-up non-assessable Shares.

J.     Rights as a Shareholder

No Participant to whom an Option has been granted shall have rights as a
shareholder with respect to any Shares covered by such Option except as to such
Shares as have been issued to or registered in the Company's share register in
the name of such Participant upon the due exercise of the Option and tender of
the full option price or its equivalent under applicable State or Commonwealth
law.

K.     Assignability and Transferability of Option

              By its terms, an Option granted to a Participant shall not be
         transferable by the Participant otherwise than by will, or by the laws
         of descent and distribution and shall be exercisable, during the
         Participant's lifetime, only by such Participant. Such Option shall not
         be assigned, pledged or hypothecated in any way (whether by operation
         of law or otherwise) and shall not be subject to execution, attachment
         or similar process. Any attempted transfer, assignment, pledge,
         hypothecation or other disposition of any Option or of any rights
         granted thereunder contrary to the provisions of this Paragraph K, or
         the levy of any attachment or similar process upon an Option or such
         rights, shall be null and void.

L.     Other Provisions

The Option Agreement shall contain such limitations and restrictions upon the
exercise of the Option intended to be an Incentive Stock Option as shall be
necessary in order that such Option can be an Incentive Stock Option within the
meaning of the Section 422(a) of the Code. Further, the Option Agreements
authorized under the Plan shall be subject to such other terms and conditions
including, without limitation, restrictions upon the exercise of the Option, as
the Board of Directors or if such authority be delegated, the Committee, shall
deem advisable and which are not inconsistent with the requirements of Code
Section 422(a).

M.     Acceleration of options
       -----------------------

Notwithstanding any provisions hereof to the contrary, the Board of Directors or
if such authority be delegated, the Committee, may in its sole discretion
accelerate the date on which any Option may be exercised. If any Option is
accelerated in accordance with this section, the portion of such Option that may
be exercised to acquire Shares that the Participant would not be entitled to
acquire but for such acceleration (the "Acceleration Shares"), is limited to
that number of Acceleration Shares that can be acquired without causing the
Participant to have an "excess parachute payment" as determined under section
28OG of the Code, determined by taking into account all of the Participant's
"parachute payments" under the Code. If as a result of this paragraph, the
Participant may not acquire all of the Acceleration Shares, then the
Acceleration Shares that the Participant may acquire shall be the last Shares
that the Participant would have been able to acquire had the Option not been
accelerated.


<PAGE>



VI.    PURCHASE FOR INVESTMENT

         Unless the Shares to be issued upon the particular exercise of an
Option shall have been effectively registered under the Securities Act of 1933,
as now in force or hereafter amended (the "Act"), the Company shall be under no
obligation to issue the Shares covered by such exercise unless and until the
following conditions have been fulfilled:

       1. The person(s) who exercises such Option shall warrant to the Company,
at the time of such exercise, that such person(s) are acquiring their option
Shares, for investment and not with a view to, or for sale in connection with,
the distribution of any such Shares. In such event the person(s) acquiring such
Shares shall be bound by the provisions of the following legend which shall be
endorsed upon the certificate(s) evidencing the option Shares issued pursuant to
such exercise:

"The shares represented by this certificate have been taken for investment and
they may not be sold or otherwise transferred by any person, including a pledge,
in the absence of an effective registration statement for the shares under the
Securities Act of 1933 or an opinion of counsel satisfactory to the Company that
an exemption from registration is then available."

       2. The Company shall have received an opinion of its counsel that the
Shares may be issued upon such particular exercise in compliance with the Act
without registration thereunder. Without limiting the generality of the
foregoing, the Company may delay issuance of the Shares until completion of any
action or obtaining of any consent, which the Company deems necessary under any
applicable law (including without limitation state securities or "blue sky"
laws).



VII.   CHANGES IN CAPITALIZATION, CORPORATE FORM OR OWNERSHIP: ADJUSTMENT UPON
OR TERMINATION OF OPTIONS
       -------------------------------------------------------------------------

       A.       Adjustment

        Subject  to Article VII(B) below, in the event that the outstanding
                 Shares of the Company are changed into or exchanged for a
                 different number or kind of shares or other securities of the
                 Company or of another corporation by reason of any
                 reorganization, merger, consolidation, recapitalization,
                 reclassification, change in par value, stock split-up,
                 combination of shares or dividend payable in capital stock, or
                 the like, appropriate adjustment shall be made in the maximum
                 number and kind of shares for the purchase of which Options may
                 be granted under the Plan and, in addition, appropriate
                 adjustment to prevent dilution or enlargement of the rights
                 granted to or available for Participants, shall be made in the
                 number and kind of shares and in the option price per share
                 subject to outstanding Options. No such adjustment shall be
                 made which shall, within the meaning of Section 425 of the
                 Code, constitute such a modification, extension or renewal of
                 an Incentive Stock Option as to cause it to be considered as
                 the grant of a new Option.

       B.       Termination of Options

        Notwithstanding the adjustment provisions of Article VII(A) above, if
                 one of the events therein described are pending, the Board of
                 Directors or, if such authority be delegated, the Committee, in
                 its sole discretion, may, by giving written "Cancellation
                 notice", cancel effective immediately all Options granted
                 hereunder which remain unexercised and such Options shall
                 thereupon become null and void, except as otherwise provided in
                 any prior written agreement between the Company and any
                 Participant.

VIII.  DISSOLUTION OR LIQUIDATION OF THE COMPANY - TERMINATION OF UNEXERCISED
OPTIONS
       -------------------------------------------------------------------------

       Upon the dissolution or liquidation of the Company or the sale, lease,
exchange or other disposition of all or substantially all of the property and
assets of the Company other than in connection with a transaction to which the
preceding Article VII is applicable, all Options granted hereunder which remain
unexercised shall terminate and become null and void; except as otherwise
provided in any prior written agreement between the Company and any Participant;
provided, however, that if the rights of a Participant or a Participant's
Survivors hereunder have not otherwise terminated and expired, the Participant
or the Participant's Survivors shall have the right immediately prior to such
dissolution, liquidation, sale, lease or exchange, to exercise any Option
granted hereunder to the extent that the right to purchase Shares thereunder has
accrued as of the date immediately prior to such event.

IX.       TERMINATION OF THE PLAN

       The Plan shall terminate ten (10) years from the earlier of the date of
its adoption or the date of its approval by the shareholders. The Plan may be
terminated at an earlier date by vote of the shareholders; provided, however,
that any such earlier termination shall not affect any Option granted or Option
Agreements executed prior to the effective date of such termination.

X.        AMENDMENT OF THE PLAN

       The Board of Directors may from time to time amend the Plan or any
Option; provided, however, that subject to changes in law or other legal
requirements that would permit otherwise, or except to the extent provided in
Article VII(A), no such amendment may, without approval by the holders of a
majority of the shares of Common Stock of the Company represented at a meeting
of shareholders for which a quorum is present, (a) increase the number of Shares
reserved for Options or change the class of persons eligible to receive Options,
(b) permit the granting of Options that expire beyond the maximum period
described in Article V(C), or (c) extend the termination date of the Plan as set
forth in Article IX ; and provided, further, that except to the extent provided
in Articles VII and VIII no amendment or suspension of the Plan or any Option
issued hereunder shall, except as specifically permitted in any Option
Agreement, substantially impair any Option previously granted to any Participant
without the consent of such Participant. Any shareholder approval necessary or
desirable in order to comply with Rule l6b-3 under the Securities Exchange Act
of 1934 or with Section 422 of the Code (or other applicable law or regulation)
shall be obtained in the manner required herein.

XI.       EMPLOYMENT RELATIONSHIP

       Nothing herein contained shall be deemed to prevent the Company or an
Affiliate from terminating its employment of, or other relationship with, a
Participant, nor prevent a Participant from terminating the Participant's
employment, or other relationship with the Company or an Affiliate.

XII.      OPTIONS OTHER THAN INCENTIVE STOCK OPTIONS

       Subject to the provisions of Article 11 dealing with the aggregate number
of Shares as to which Options may be granted under this Plan, the Board of
Directors may at any time and from time to time, grant Options that cannot
and/or are not intended to qualify as Incentive Stock Options on such terms and
conditions as it may from time to time determine. To the extent that such
Nonstatutory Options are granted, the number of Shares available for the
issuance of Options shall be correspondingly reduced and no such Nonstatutory
Stock Options (clearly designated as such) shall be issued on such terms as to
adversely affect Options intended to be Incentive Stock Options.

XIII.     STOCK APPRECIATION RIGHTS

       A. The Board of Directors shall have authority, in its sole discretion,
       to grant a Stock Appreciation Right ("SAR") with respect to all or some
       of the Shares covered by any Option ("Related Option"). An SAR granted
       with respect to an Incentive Stock Option must be granted together with
       the Related Option.

       B.       For purposes of this Article XIII, the following definitions
shall apply:

                1.   The term "Stock Appreciation Right" or "SAR" shall mean the
                     obligation to pay the Participant (or the Participant's
                     Survivors), in the event of the death of the Participant,
                     an amount in cash equal to the Spread; provided, however,
                     the Company may, in its sole discretion, withhold from such
                     cash any amount necessary to satisfy the Company's
                     obligation for withholding taxes with respect to such
                     payment.

                2.   The term "Spread" shall mean, with respect to each SAR, an
                     amount equal to the product computed by multiplying (a) the
                     excess of (i) the fair market value per Share over (ii) the
                     option price per Share of the Related Option, by (b) the
                     number of Shares with respect to which such SAR is being
                     exercised; provided, however, that with respect to any SAR
                     granted together with an Incentive Stock Option in no event
                     shall the Spread exceed the amount permitted to be treated
                     as the Spread under applicable treasury Regulations or
                     other legal authority without disqualifying the Options as
                     an Incentive Stock Option.

     C. Each SAR shall be on such terms and  conditions  not  inconsistent  with
this Plan as the Board of Directors  may  determine  and shall be evidenced by a
written  agreement  executed by the Company and the  Participant  receiving  the
Related Option. A SAR shall be exercisable only at such time or times and to the
extent that the Related  Option  shall be  exercisable  in  accordance  with the
provisions  of Article V and this Article XIII of the Plan;  provided,  however,
that any SAR granted to a Participant subject to Section 16(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the grant of the Related
Option shall not be exercisable  during the first six months of its term, except
that  this  special  limitation  shall  not  apply in the  event of the death or
disability of the Participant  prior to the expiration of the six-month  period;
further  provided,  that  until  such  time  as the  Plan is  administered  by a
Committee  comprised  of  Disinterested  Persons,  or by the Board of  Directors
comprised  of a majority of  Disinterested  Persons,  SARs may not be granted to
employees who are also directors.  The exercise of SARs held by Participants who
are subject to section  16(b) of the  Exchange  Act shall comply with Rule 16b-3
thereunder, to the extent applicable.

       D.       A Participant shall have no rights as a shareholder with respect
 to shares subject to a Related Option by reason of any SAR.

       E.       A SAR shall not be transferable in any manner.

XIV. EFFECTIVE DATE
     --------------

       This Plan shall become effective upon adoption by the Board of Directors
       but shall nevertheless be subject within one (1) year either before or
       after such adoption by the Board of Directors, to the approval of the
       shareholders of the Company.




<PAGE>

<TABLE>
<CAPTION>

                              MICROGRAFX, INC. 1995
                  INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

                       Approved by the Board June 15,1994
                 Approved by the Shareholders September 28,1994
        <S>                                                                                                   <C>

  DEFINITIONS AND PURPOSES ....................................................................................1
       Definitions ............................................................................................1
       Purposes of the Plan ...................................................................................2
  SHARES SUBJECT TO THE PLAN ..................................................................................2
  ADMINISTRATION ..............................................................................................3
  ELIGIBILITY FOR PARTICIPATION ...............................................................................3
  TERMS AND CONDITIONS OF OPTIONS: ............................................................................4
       Option Price ...........................................................................................4
       Number of Shares .......................................................................................5
       Term of Option .........................................................................................5
       Date of Exercise .......................................................................................6
       Medium of Payment ......................................................................................6
       Prior Option - Sequence Exercise Rule ..................................................................6
       Termination of Employment ..............................................................................6
       Total and Permanent Disability .........................................................................7
       Death    ...............................................................................................7
       Exercise of Option and Issue of Shares .................................................................7
       Rights as a Shareholder ................................................................................8
       Assignability and Transferability of Option ............................................................8
       Other Provisions .......................................................................................8
       Acceleration of Options ................................................................................8
  PURCHASE FOR INVESTMENT .....................................................................................9
CHANGES IN CAPITALIZATION, CORPORATE FORM OR OWNERSHIP; ADJUSTMENT UPON OR TERMINATION OF OPTIONS .............9
       Adjustment..............................................................................................9
       Termination of Options..................................................................................10
  DISSOLUTION OR LIQUIDATION OF THE COMPANY - TERMINATION OF UNEXERCISED
  OPTIONS       ...............................................................................................
  TERMINATION OF THE PLAN .....................................................................................10
  AMENDMENT OF THE PLAN .......................................................................................10
  EMPLOYMENT RELATIONSHIP .....................................................................................11
  STOCK APPRECIATION RIGHTS ...................................................................................11
  EFFECTIVE DATE ..............................................................................................12

</TABLE>




<PAGE>


                                                                   EXHIBIT 10.24
                                MICROGRAFX, INC.

                                  AMENDMENT #1

                          EMPLOYEE STOCK PURCHASE PLAN

         The following constitute the provisions of the Employee Stock Purchase
Plan of Micrografx, Inc.

         1. Purpose. The purpose of the Plan is to provide employees of the
     Company and its Designated Subsidiaries with an opportunity to purchase
     Common Stock of the Company through accumulated payroll deductions. It is
     the intention of the Company to have the plan qualify as an "Employee Stock
     Purchase Plan" under Section 423 of the Code (as defined herein). The
     provisions of the Plan shall, accordingly, be construed so as to extend and
     limit participation in a manner consistent with the requirements of that
     section of the Code.

         2. Definitions.
             (a) "Board" shall mean the Board of Directors of the Company.

             (b) "Code" shall mean the Internal Revenue Code of 1954, as
         amended, and the Internal Revenue Code of 1986, as amended.

             (c) "Common Stock" shall mean the Common Stock, $.01 par value per
share, of the Company.

             (d) "Company" shall mean Micrografx, Inc., a Texas corporation.

             (e) "Compensation" shall mean all regular straight time gross
         earnings and commissions, exclusive of payments for overtime, shift
         premium, incentive compensation, incentive payments, bonuses or other
         compensation.

             (f) "Continuous Status as an Employee" shall mean the absence of
         any interruption or termination of service as an Employee. Continuous
         Status as an Employee shall not be considered interrupted in the case
         of a leave of absence agreed to in writing by the Company, provided
         that such leave is for a period of not more than 90 days or
         reemployment upon the expiration of such leave is guaranteed by
         contract or statute.

             (g) "Designated Subsidiaries" shall mean the Subsidiaries which
         have been designated by the Board from time to time in its sole
         discretion as eligible to participate in the Plan.

             (h) 'Employee" shall mean any person, including an officer, who is
         customarily employed for at least twenty (20) hours per week and for
         more than five (5) months in the calendar year by the Company or one of
         its Designated Subsidiaries.

             (i) "Enrollment Date" shall mean the first day of each Offering
Period.

             (j) "Exercise Date" shall mean the first paydate in February and
         the first paydate in August of each year within an Offering Period.

             (k) "Exercise Period" shall mean the six month period commencing
         one (1) day after one Exercise Date and ending with the next Exercise
         Date.

             (l) "Offering Period" shall mean a period of twenty four (24)
         months during which an option granted pursuant to the Plan may be
         exercised.

             (m) "Plan" shall mean this Employee Stock Purchase Plan.

             (n) "Subsidiary" shall mean a corporation, domestic or foreign, of
         which not less than 50% of the voting shares are held by the Company or
         a Subsidiary, whether or not such corporation now exists or is
         hereafter organized or acquired by the Company or a Subsidiary.

         3. Eligibility.

             (a) General Rule. Any Employee, as defined in paragraph 2, who
         shall be employed by the Company or Designated Subsidiary on a given
         Enrollment Date shall be eligible to participate in the Plan, subject
         to the requirements of paragraph 5(a) and the limitations imposed by
         Section 423(b) of the Code.

     (b) Exceptions. Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted an option under the Plan if:

             (i) Immediately after the grant, such Employee (or any other person
         whose stock would be attributed to such Employee pursuant to Section
         425(d) of the Code) would own stock and/or hold outstanding options to
         purchase stock possessing five percent (5%) or more of the total
         combined voting power or value of all classes of stock of the Company
         or of any Subsidiary, or

             (ii) Such option would permit such Employee's right to purchase
         stock under all employee stock purchase plans (described in Section 423
         of the Code) of the Company and its Subsidiaries to accrue at a rate
         which exceeds Twenty-Five Thousand Dollars ($25,000) of the fair market
         value of such stock (determined at the time such option is granted) for
         each calendar year in which such option is outstanding at any time.

         4. Offering Periods. The Plan shall be implemented by Offering Periods
     with the first Offering Period beginning on or about the first Monday
     immediately following the first paydate in August 1991 or February 1992, as
     determined by the Board of Directors and continuing until terminated in
     accordance with the Plan. The Board of Directors of the Company shall have
     the power to change the duration of the Offering Periods with respect to
     future offerings without stockholder approval if such change is announced
     at least fifteen (15) days prior to the scheduled beginning of the first
     Offering Period to be affected. Absent action by the Board, each Offering
     Period shall be for a period of twenty-four (24) months and new Offering
     Periods shall commence on the Monday immediately following the first
     paydate in February and August of each year.

         5. Participation.

             (a) An eligible Employee may become a participant in the Plan by
         completing a subscription agreement authorizing payroll deductions, in
         a form substantially similar to Exhibit A attached to the Plan, and
         filing it with the Company's payroll office prior to the applicable
         Enrollment Date, unless a later time for filing the subscription
         agreement is set by the Board for all eligible Employees with respect
         to a given Offering Period.

                           (b) Payroll deductions for a participant shall
                  commence on the first payroll following the Enrollment Date
                  and shall end on the last payroll in the Offering Period to
                  which such authorization is applicable, unless sooner
                  terminated by the participant as provided in paragraph 10.

         6. Payroll Deductions.

             (a) At the time a participant files his or her subscription
         agreement, such participant shall elect to have payroll deductions made
         on each payday during the Offering Period at the rate not to exceed ten
         percent (10%) of the Compensation which he or she receives on each
         payday during the Offering Period, provided that the aggregate amount
         of such payroll deductions during the Offering Period shall not exceed
         ten percent (10%) of the participant's aggregate Compensation during
         said Offering Period. An eligible Employee may participate in only one
         Offering Period at a time. The Chief Financial Officer of the Company
         or his designee shall determine whether the amount to be deducted from
         each paycheck is to be designated as a specific dollar amount, or as a
         percentage of eligible Compensation being paid on such day, or as
         either.

             (b) All payroll deductions made by a participant shall be credited
         to his or her account under the Plan. A participant may not make any
         additional payments into such account.


             c) A participant may discontinue his or her payroll deductions
         during the Offering Period by completing and filing with the Company a
         new subscription agreement authorizing a change in the rate of payroll
         deductions. The change in rate shall be effective no later than fifteen
         (15) days following the Company's receipt of the new authorization.

         7. Grant of Option.

             (a) On the Enrollment Date of each Offering Period, each
         participant in such Offering Period shall be granted an option to
         purchase on each Exercise Date during such Offering Period up to a
         number of whole shares of the Company's Common Stock determined by
         dividing the participant's payroll deductions accumulated during such
         Offering Period and prior to such Exercise Date by the lower of (i)
         eighty-five percent (85%) of the fair market value of a share of the
         Company's Common Stock on the Enrollment Date or (ii) eighty-five
         percent (85%) of the fair market value of a share of the Company's
         Common Stock on the Exercise Date, provided that the number of shares
         subject to such option during such Offering Period shall in no event
         exceed the number of shares of the Company's Common Stock determined by
         dividing $75,000 by the fair market value of a share of the Company's
         Common Stock on the Enrollment Date of such Offering Period, and
         provided further that the number of shares subject to such option shall
         be reduced, if necessary, to a number of shares which would not exceed
         the limitations described in Section 3(b) or Section 12(a) hereof The
         fair market value of a share of the Company's Common Stock shall be
         determined as provided in Section 7(b) herein.

             (b) The exercise price per share of the shares offered in a given
         Offering Period shall be the lower of. W eighty-five percent (85%) of
         the fair market value of a share of the Common Stock of the Company on
         the Enrollment Date, or (ii) eighty-five percent (85%) of the fair
         market value of a share of the Common Stock of the Company on the
         Exercise Date. The fair market value of the Company's Common Stock on a
         given date shall be determined by the Board in its discretion; provided
         however, in the event the Common Stock is listed on a stock exchange or
         traded on the National Association of Securities Dealers Automated
         Quotation ("NASDAQ") National Market System, the fair market value per
         share of Common Stock on any given date shall be determined by the
         Board of Directors in any manner that is reasonably based on the last
         reported sale price of the Common Stock on such exchange or on the
         NASDAQ National Market System as of such date.

         8. Exercise of Option. The participant's option for the purchase of
     shares win be exercised automatically on each Exercise Date of each
     Offering Period, and the maximum number of full shares subject to such
     option will be purchased for such participant at the applicable exercise
     price with the payroll deductions accumulated in his or her account, unless
     prior to such Exercise Date the participant has withdrawn from the Offering
     Period or from an Exercise Period as provided in paragraph 10. During a
     participant's lifetime a participant's option to purchase shares hereunder
     is exercisable only by such participant.

         9. Delivery. As promptly as practicable after each Exercise Date the
     Company shall arrange the delivery to each participant, as appropriate, of
     a certificate representing the shares purchased upon exercise of his or her
     option. Any amount remaining in the participant's account after an Exercise
     Date shall be held in the account until the next Exercise Date in such
     Offering Period, unless the Offering Period has been over-subscribed or has
     terminated with such Exercise Date, in which case such amount shall be
     refunded to the participant.

         10. Withdrawal; Termination of Employment.

             (a) A participant may withdraw all, but not less than all, of the
         payroll deductions credited to his or her account and not yet used
         toward the exercise of his or her option under the Plan at any time by
         giving written notice to the Company on a form substantially similar to
         Exhibit B attached to this Plan. Such notice shall state whether the
         participant is only withdrawing from the applicable Exercise Period or
         entirely from the Offering Period. All of the participant's payroll
         deductions credited to his or her account will be paid to such
         participant promptly after receipt of his or her notice of withdrawal
         and his or her option for the current Exercise Period or Offering
         Period (as specified in the notice) will be automatically cancelled,
         and no further payroll deductions for the purchase of shares will be
         made during the Exercise Period or Offering Period (as specified in the
         notice). If a participant withdraws from an Exercise Period, payroll
         deductions will not resume within the same Offering Period unless
         written notice, in substantially the form of Exhibit C attached to this
         Plan is delivered to the Company during the open enrollment period
         preceding the commencement of an Exercise Period within the same
         Offering Period which directs the Company to resume payroll deductions.

             (b) Upon termination of the participant's Continuous Status as an
         Employee of the Company for at least twenty (20) hours per week during
         the Offering Period in which the employee is a participant, he or she
         will be deemed to have elected to withdraw from the Plan and the
         payroll deductions credited to his or her account will be returned to
         such participant and his or her option will be cancelled; provided,
         however, that a participant who goes on a leave of absence shall be
         permitted to remain in the Plan with respect to an Offering Period
         which commenced prior to the beginning of such leave of absence. If
         such participant is not guaranteed reemployment by contract or statute
         and the leave of absence exceeds beyond 90 days, such participant shall
         be deemed to have terminated employment on the 91st day of such leave
         of absence. Payroll deductions for a participant who has been on a
         leave of absence will resume upon return to work at the same rate as in
         effect prior to such leave unless changed by such participant or unless
         the leave of absence begins in one Offering period and ends in a
         subsequent Offering Period, in which case the participant shall not be
         permitted to re-enter the Plan until a new subscription agreement is
         filed with respect to an Offering Period which commences after such
         participant has returned to work from the leave of absence.

             (c) A participant's withdrawal from one Offering Period will not
         have any effect upon his or her eligibility to participate in a
         different Offering Period or in any similar plan which may hereafter be
         adopted by the Company. Although a participant may withdraw from one
         Offering Period and join another Offering Period which commenced prior
         to the end of the Offering Period from which he or she withdrew, such a
         change shall not transfer payroll deductions from one Offering Period
         to another.

     11.  Interest.  No interest  shall  accrue on the payroll  deductions  of a
participant in the Plan.

         12. Stock.

             (a) The maximum number of shares of the Company's Common Stock
         which shall be made available for sale under the Plan shall be 250,000
         shares, subject to adjustment upon changes in capitalization of the
         Company as provided in paragraph 18. If, on a given Exercise Date, the
         number of shares with respect to which options are to be exercised
         exceeds the number of shares then available under the Plan, the Company
         shall make a pro rata allocation of the shares remaining available for
         purchase in as uniform a manner as shall be practicable and as it shall
         determine to be equitable. In such event, the Company shall give
         written notice of such reduction of the number of shares which each
         Employee shall be allowed to purchase.

             (b) The participant will have no-interest or voting right in shares
         covered by his or her option until such option has been exercised.

     (c)  Shares  to be  delivered  to a  participant  under  the  Plan  will be
registered in the name of the participant or in the names of the participant and
his or her spouse.

         13. Administration. The Plan shall be administered by the Board or a
     committee appointed by the Board. If a committee is appointed by the Board,
     such committee shall have all of the powers of the Board with respect to
     the Plan except for those powers set forth in Section 19 hereof. The
     administration, interpretation or application of the Plan by the Board or
     its committee shall be final, conclusive and binding upon all participants.
     Members of the Board who are eligible Employees are permitted to
     participate in the Plan; provided, however, that (i) members of the Board
     who are eligible Employees may not vote on any matter affecting the
     administration of the plan or the grant of any option pursuant to the Plan,
     and (ii) if a committee is appointed by the Board to administer the Plan,
     no committee member will be eligible to participate in the Plan.

         14. Designation of Beneficiary.

             (a) A participant may file a written designation of a beneficiary
         who is to receive any shares and cash, if any, from the participant's
         account under the Plan in the event of such participant's death
         subsequent to an Exercise Date on which an option is exercised but
         prior to delivery to such participant of such shares and cash. In
         addition, a participant may file a written designation of a beneficiary
         who is to receive any cash from the participant's account under the
         Plan in the event of such participant's death prior to the Exercise
         Date of the option.

             (b) Such designation of beneficiary may be changed by the
         participant at any time by written notice. In the event of the death of
         a participant and in the absence of a beneficiary validly designated
         under the Plan who is living at the time of such participant's death,
         the Company shall deliver such shares and/or cash to the executor or
         administrator of the estate of the participant, or if no such executor
         or administrator has been appointed (to the knowledge of the Company),
         the Company, in its discretion, may deliver such shares and/or cash to
         the spouse or to any one or more dependents or relatives of the
         participant, or if no spouse, dependent or relative is known to the
         Company, then to such other person as the Company may designate.

         15. Transferability. Neither payroll deductions credited to
     participant's account nor any rights with regard to the exercise of an
     option to receive shares under the plan may be assigned, transferred,
     pledged or otherwise disposed of in any way (other than by will, the laws
     of descent and distribution or as provided in paragraph 14 hereof) by the
     participant. Any such attempt at assignment, transfer, pledge or other
     disposition shall be without effect, except that the Company may treat such
     act as an election to withdraw funds in accordance with paragraph 10.

     16. Use of Funds.  All payroll  deductions  received or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such payroll deductions.

         17. Reports. Individual accounts will be maintained for each
     participant in the Plan. State- of account will be given to participating
     Employees promptly following an Exercise Date, which statements will set
     forth the amounts of payroll deductions, the per share purchase price, the
     number of shares purchased and the remaining cash balance, if any.

         18. Adjustments Upon Changes in Capitalization. If an option under this
     Plan is exercised subsequent to any stock dividend, stock split, spinoff,
     recapitalization, merger, consolidation, exchange of shares or the like,
     occurring after such option was granted, as a result of which shares of any
     class shall be issued in respect of the outstanding shares, or shares shall
     be changed into a different number of the same or another class or classes,
     the number of shares to which such option shall be applicable and the
     option price for such shares shall be appropriately adjusted by the
     Company.

         In the event of the proposed dissolution or liquidation of the Company,
     the offering period will terminate immediately prior to the consummation of
     such proposed action, unless otherwise provided by the Board. In the event
     of a proposed sale of all or substantially all of the assets of the
     Company, or the merger of the Company with or into another corporation,
     each option under the plan shall be assumed or an equivalent option shall
     be substituted by such successor corporation or a parent or subsidiary of
     such successor corporation, unless the Board determines, in the exercise of
     its sole discretion and in lieu of such assumption or substitution, that
     the participant shall have the right to exercise the option as to all of
     the optioned stock, including shares as to which the option would not
     otherwise be exercisable. If the Board makes an option fully exercisable,
     in lieu of assumption or substitution in the event of a merger or sale of
     assets, the Board shall notify the participant that the option shall be
     fully exercisable for a period of thirty (30) days from the date of such
     notice, and the option will terminate upon the expiration of such period.

         19. Amendment or Termination. The Board of Directors of the Company may
     at any time and for any reason terminate or amend the Purchase Plan. Except
     as specifically provided in the Purchase Plan, no such termination can
     affect options previously granted, provided that an Offering Period may be
     terminated by the Board of Directors on any Exercise Date if the Board
     determines that the termination of the Purchase Plan is in the best
     interest of the Company and its shareholders. Except as specifically
     provided in the Purchase Plan, no amendment may make any change in any
     option theretofore granted which adversely affects the rights of any
     participant. To the extent necessary to comply with Rule 16b-3 under the
     Securities Exchange Act of 1934, as amended, or Section 423 of the Code (or
     any successor rule or provision or any other applicable law or regulation),
     the Company shall obtain a shareholder approval in such manner and to such
     a degree as required.

         20. Notices. All notices or other communications by a participant to
     the Company under or in connection with the plan shall be deemed to have
     been duly given when received in the form specified by the Company at the
     location, or by the person, designated by the Company for the receipt
     thereof.

         21. Shareholder Approval. Continuance of the Plan shall be subject to
     approval by the shareholders of the Company within twelve months before or
     after the date the plan is adopted. If such shareholder approval is
     obtained at a duly held shareholders' meeting, it may be obtained by the
     affirmative vote of the holders of a majority of the outstanding shares of
     the Company present or represented and entitled to vote thereon, which
     approval shall be:

                           (a)(1) solicited substantially in accordance with
                  Section 14(a) of the Securities Exchange Act of 1934, as
                  amended (the "Act") and the rules and regulations promulgated
                  thereunder, or (2) solicited after the Company has furnished
                  in writing to the holders entitled to vote substantially the
                  same information concerning the Plan as that which would be
                  required by the rules and regulations in effect under Section
                  14(a) of the Act at the time such information is furnished;
                  and

             (b) obtained at or prior to the first Annual meeting of
         Shareholders held subsequent to the first registration of Common Stock
         under Section 12 of the Act.

         In the case of approval by written consent, it must be obtained by the
     unanimous written consent of all shareholders of the Company, or by written
     consent of a smaller percentage of shareholders but only if the Board
     determines, on the basis of an opinion rendered by the Company's legal
     counsel, that the written consent of such a smaller percentage of
     shareholders will comply with all applicable laws and will not adversely
     affect the qualifications of the plan under Section 423 of the Code.

         22. Conditions upon Issuance of Shares. Shares shall not be issued with
     respect to an option unless the exercise of such option and the issuance
     and delivery of such shares pursuant thereto shall comply with all
     applicable provisions of law, domestic or foreign, including, without
     limitation, the Securities Act of 1933, as amended, the Act, the rules and
     regulations promulgated thereunder, and the requirements of any stock
     exchange upon which the shares may then be listed, and shall be further
     subject to the approval of counsel for the Company with respect to such
     compliance.

         As a condition to the exercise of an option, the Company may require
     the person exercising such option to represent and warrant at the time of
     any such exercise that the shares are being purchased only for investment
     and without any present intention to sell or distribute such shares if, in
     the opinion of counsel for the Company, such a representation is required
     by any of the aforementioned applicable provisions of law.

         23. Term of Plan. The Plan shall become effective upon the earlier to
     occur of its adoption by the Board of Directors or its approval by the
     stockholders of the Company as described in paragraph 21. It shall continue
     in effect for a term of twenty (20) years unless sooner terminated under
     paragraph 19.




<PAGE>


                                                                   EXHIBIT 10.25
                                MICROGRAFX, INC.

                                  AMENDMENT #2

                          EMPLOYEE STOCK PURCHASE PLAN

         The following constitute the provisions of the Employee Stock Purchase
Plan of Micrografx, Inc.

         1. Purpose. The purpose of the Plan is to provide employees of the
     Company and its Designated Subsidiaries with an opportunity to purchase
     Common Stock of the Company through accumulated payroll deductions. It is
     the intention of the Company to have the plan qualify as an "Employee Stock
     Purchase Plan" under Section 423 of the Code (as defined herein). The
     provisions of the Plan shall, accordingly, be construed so as to extend and
     limit participation in a manner consistent with the requirements of that
     section of the Code.

         2. Definitions.
             (a) "Board" shall mean the Board of Directors of the Company.

             (b) "Code" shall mean the Internal Revenue Code of 1954, as
         amended, and the Internal Revenue Code of 1986, as amended.

             (c) "Common Stock" shall mean the Common Stock, $.01 par value per
share, of the Company.

             (d) "Company" shall mean Micrografx, Inc., a Texas corporation.

             (e) "Compensation" shall mean all regular straight time gross
         earnings and commissions, exclusive of payments for overtime, shift
         premium, incentive compensation, incentive payments, bonuses or other
         compensation.

             (f) "Continuous Status as an Employee" shall mean the absence of
         any interruption or termination of service as an Employee. Continuous
         Status as an Employee shall not be considered interrupted in the case
         of a leave of absence agreed to in writing by the Company, provided
         that such leave is for a period of not more than 90 days or
         reemployment upon the expiration of such leave is guaranteed by
         contract or statute.

             (g) "Designated Subsidiaries" shall mean the Subsidiaries which
         have been designated by the Board from time to time in its sole
         discretion as eligible to participate in the Plan.

             (h) 'Employee" shall mean any person, including an officer, who is
         customarily employed for at least twenty (20) hours per week and for
         more than five (5) months in the calendar year by the Company or one of
         its Designated Subsidiaries.

             (i) "Enrollment Date" shall mean the first day of each Offering
Period.

             (j) "Exercise Date" shall mean the first paydate in February and
         the first paydate in August of each year within an Offering Period.

             (k) "Exercise Period" shall mean the six month period commencing
         one (1) day after one Exercise Date and ending with the next Exercise
         Date.

             (l) "Offering Period" shall mean a period of twenty four (24)
         months during which an option granted pursuant to the Plan may be
         exercised.

             (m) "Plan" shall mean this Employee Stock Purchase Plan.

             (n) "Subsidiary" shall mean a corporation, domestic or foreign, of
         which not less than 50% of the voting shares are held by the Company or
         a Subsidiary, whether or not such corporation now exists or is
         hereafter organized or acquired by the Company or a Subsidiary.

         3. Eligibility.

             (a) General Rule. Any Employee, as defined in paragraph 2, who
         shall be employed by the Company or Designated Subsidiary on a given
         Enrollment Date shall be eligible to participate in the Plan, subject
         to the requirements of paragraph 5(a) and the limitations imposed by
         Section 423(b) of the Code.

     (b) Exceptions. Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted an option under the Plan if:

             (i) Immediately after the grant, such Employee (or any other person
         whose stock would be attributed to such Employee pursuant to Section
         425(d) of the Code) would own stock and/or hold outstanding options to
         purchase stock possessing five percent (5%) or more of the total
         combined voting power or value of all classes of stock of the Company
         or of any Subsidiary, or

             (ii) Such option would permit such Employee's right to purchase
         stock under all employee stock purchase plans (described in Section 423
         of the Code) of the Company and its Subsidiaries to accrue at a rate
         which exceeds Twenty-Five Thousand Dollars ($25,000) of the fair market
         value of such stock (determined at the time such option is granted) for
         each calendar year in which such option is outstanding at any time.

         4. Offering Periods. The Plan shall be implemented by Offering Periods
     with the first Offering Period beginning on or about the first Monday
     immediately following the first paydate in August 1991 or February 1992, as
     determined by the Board of Directors and continuing until terminated in
     accordance with the Plan. The Board of Directors of the Company shall have
     the power to change the duration of the Offering Periods with respect to
     future offerings without stockholder approval if such change is announced
     at least fifteen (15) days prior to the scheduled beginning of the first
     Offering Period to be affected. Absent action by the Board, each Offering
     Period shall be for a period of twenty-four (24) months and new Offering
     Periods shall commence on the Monday immediately following the first
     paydate in February and August of each year.

         5. Participation.

             (a) An eligible Employee may become a participant in the Plan by
         completing a subscription agreement authorizing payroll deductions, in
         a form substantially similar to Exhibit A attached to the Plan, and
         filing it with the Company's payroll office prior to the applicable
         Enrollment Date, unless a later time for filing the subscription
         agreement is set by the Board for all eligible Employees with respect
         to a given Offering Period.

                           (b) Payroll deductions for a participant shall
                  commence on the first payroll following the Enrollment Date
                  and shall end on the last payroll in the Offering Period to
                  which such authorization is applicable, unless sooner
                  terminated by the participant as provided in paragraph 10.

         6. Payroll Deductions.

             (a) At the time a participant files his or her subscription
         agreement, such participant shall elect to have payroll deductions made
         on each payday during the Offering Period at the rate not to exceed ten
         percent (10%) of the Compensation which he or she receives on each
         payday during the Offering Period, provided that the aggregate amount
         of such payroll deductions during the Offering Period shall not exceed
         ten percent (10%) of the participant's aggregate Compensation during
         said Offering Period. An eligible Employee may participate in only one
         Offering Period at a time. The Chief Financial Officer of the Company
         or his designee shall determine whether the amount to be deducted from
         each paycheck is to be designated as a specific dollar amount, or as a
         percentage of eligible Compensation being paid on such day, or as
         either.

             (b) All payroll deductions made by a participant shall be credited
         to his or her account under the Plan. A participant may not make any
         additional payments into such account.


             c) A participant may discontinue his or her payroll deductions
         during the Offering Period by completing and filing with the Company a
         new subscription agreement authorizing a change in the rate of payroll
         deductions. The change in rate shall be effective no later than fifteen
         (15) days following the Company's receipt of the new authorization.

         7. Grant of Option.

             (a) On the Enrollment Date of each Offering Period, each
         participant in such Offering Period shall be granted an option to
         purchase on each Exercise Date during such Offering Period up to a
         number of whole shares of the Company's Common Stock determined by
         dividing the participant's payroll deductions accumulated during such
         Offering Period and prior to such Exercise Date by the lower of (i)
         eighty-five percent (85%) of the fair market value of a share of the
         Company's Common Stock on the Enrollment Date or (ii) eighty-five
         percent (85%) of the fair market value of a share of the Company's
         Common Stock on the Exercise Date, provided that the number of shares
         subject to such option during such Offering Period shall in no event
         exceed the number of shares of the Company's Common Stock determined by
         dividing $75,000 by the fair market value of a share of the Company's
         Common Stock on the Enrollment Date of such Offering Period, and
         provided further that the number of shares subject to such option shall
         be reduced, if necessary, to a number of shares which would not exceed
         the limitations described in Section 3(b) or Section 12(a) hereof The
         fair market value of a share of the Company's Common Stock shall be
         determined as provided in Section 7(b) herein.

             (b) The exercise price per share of the shares offered in a given
         Offering Period shall be the lower of. W eighty-five percent (85%) of
         the fair market value of a share of the Common Stock of the Company on
         the Enrollment Date, or (ii) eighty-five percent (85%) of the fair
         market value of a share of the Common Stock of the Company on the
         Exercise Date. The fair market value of the Company's Common Stock on a
         given date shall be determined by the Board in its discretion; provided
         however, in the event the Common Stock is listed on a stock exchange or
         traded on the National Association of Securities Dealers Automated
         Quotation ("NASDAQ") National Market System, the fair market value per
         share of Common Stock on any given date shall be determined by the
         Board of Directors in any manner that is reasonably based on the last
         reported sale price of the Common Stock on such exchange or on the
         NASDAQ National Market System as of such date.

         8. Exercise of Option. The participant's option for the purchase of
     shares win be exercised automatically on each Exercise Date of each
     Offering Period, and the maximum number of full shares subject to such
     option will be purchased for such participant at the applicable exercise
     price with the payroll deductions accumulated in his or her account, unless
     prior to such Exercise Date the participant has withdrawn from the Offering
     Period or from an Exercise Period as provided in paragraph 10. During a
     participant's lifetime a participant's option to purchase shares hereunder
     is exercisable only by such participant.

         9. Delivery. As promptly as practicable after each Exercise Date the
     Company shall arrange the delivery to each participant, as appropriate, of
     a certificate representing the shares purchased upon exercise of his or her
     option. Any amount remaining in the participant's account after an Exercise
     Date shall be held in the account until the next Exercise Date in such
     Offering Period, unless the Offering Period has been over-subscribed or has
     terminated with such Exercise Date, in which case such amount shall be
     refunded to the participant.

         10. Withdrawal; Termination of Employment.

             (a) A participant may withdraw all, but not less than all, of the
         payroll deductions credited to his or her account and not yet used
         toward the exercise of his or her option under the Plan at any time by
         giving written notice to the Company on a form substantially similar to
         Exhibit B attached to this Plan. Such notice shall state whether the
         participant is only withdrawing from the applicable Exercise Period or
         entirely from the Offering Period. All of the participant's payroll
         deductions credited to his or her account will be paid to such
         participant promptly after receipt of his or her notice of withdrawal
         and his or her option for the current Exercise Period or Offering
         Period (as specified in the notice) will be automatically cancelled,
         and no further payroll deductions for the purchase of shares will be
         made during the Exercise Period or Offering Period (as specified in the
         notice). If a participant withdraws from an Exercise Period, payroll
         deductions will not resume within the same Offering Period unless
         written notice, in substantially the form of Exhibit C attached to this
         Plan is delivered to the Company during the open enrollment period
         preceding the commencement of an Exercise Period within the same
         Offering Period which directs the Company to resume payroll deductions.

             (b) Upon termination of the participant's Continuous Status as an
         Employee of the Company for at least twenty (20) hours per week during
         the Offering Period in which the employee is a participant, he or she
         will be deemed to have elected to withdraw from the Plan and the
         payroll deductions credited to his or her account will be returned to
         such participant and his or her option will be cancelled; provided,
         however, that a participant who goes on a leave of absence shall be
         permitted to remain in the Plan with respect to an Offering Period
         which commenced prior to the beginning of such leave of absence. If
         such participant is not guaranteed reemployment by contract or statute
         and the leave of absence exceeds beyond 90 days, such participant shall
         be deemed to have terminated employment on the 91st day of such leave
         of absence. Payroll deductions for a participant who has been on a
         leave of absence will resume upon return to work at the same rate as in
         effect prior to such leave unless changed by such participant or unless
         the leave of absence begins in one Offering period and ends in a
         subsequent Offering Period, in which case the participant shall not be
         permitted to re-enter the Plan until a new subscription agreement is
         filed with respect to an Offering Period which commences after such
         participant has returned to work from the leave of absence.

             (c) A participant's withdrawal from one Offering Period will not
         have any effect upon his or her eligibility to participate in a
         different Offering Period or in any similar plan which may hereafter be
         adopted by the Company. Although a participant may withdraw from one
         Offering Period and join another Offering Period which commenced prior
         to the end of the Offering Period from which he or she withdrew, such a
         change shall not transfer payroll deductions from one Offering Period
         to another.

     11.  Interest.  No interest  shall  accrue on the payroll  deductions  of a
participant in the Plan.

         12. Stock.

             (a) The maximum number of shares of the Company's Common Stock
         which shall be made available for sale under the Plan shall be 450,000
         shares, subject to adjustment upon changes in capitalization of the
         Company as provided in paragraph 18. If, on a given Exercise Date, the
         number of shares with respect to which options are to be exercised
         exceeds the number of shares then available under the Plan, the Company
         shall make a pro rata allocation of the shares remaining available for
         purchase in as uniform a manner as shall be practicable and as it shall
         determine to be equitable. In such event, the Company shall give
         written notice of such reduction of the number of shares which each
         Employee shall be allowed to purchase.

             (b) The participant will have no-interest or voting right in shares
         covered by his or her option until such option has been exercised.

     (c)  Shares  to be  delivered  to a  participant  under  the  Plan  will be
registered in the name of the participant or in the names of the participant and
his or her spouse.

         13. Administration. The Plan shall be administered by the Board or a
     committee appointed by the Board. If a committee is appointed by the Board,
     such committee shall have all of the powers of the Board with respect to
     the Plan except for those powers set forth in Section 19 hereof. The
     administration, interpretation or application of the Plan by the Board or
     its committee shall be final, conclusive and binding upon all participants.
     Members of the Board who are eligible Employees are permitted to
     participate in the Plan; provided, however, that (i) members of the Board
     who are eligible Employees may not vote on any matter affecting the
     administration of the plan or the grant of any option pursuant to the Plan,
     and (ii) if a committee is appointed by the Board to administer the Plan,
     no committee member will be eligible to participate in the Plan.

         14. Designation of Beneficiary.

             (a) A participant may file a written designation of a beneficiary
         who is to receive any shares and cash, if any, from the participant's
         account under the Plan in the event of such participant's death
         subsequent to an Exercise Date on which an option is exercised but
         prior to delivery to such participant of such shares and cash. In
         addition, a participant may file a written designation of a beneficiary
         who is to receive any cash from the participant's account under the
         Plan in the event of such participant's death prior to the Exercise
         Date of the option.

             (b) Such designation of beneficiary may be changed by the
         participant at any time by written notice. In the event of the death of
         a participant and in the absence of a beneficiary validly designated
         under the Plan who is living at the time of such participant's death,
         the Company shall deliver such shares and/or cash to the executor or
         administrator of the estate of the participant, or if no such executor
         or administrator has been appointed (to the knowledge of the Company),
         the Company, in its discretion, may deliver such shares and/or cash to
         the spouse or to any one or more dependents or relatives of the
         participant, or if no spouse, dependent or relative is known to the
         Company, then to such other person as the Company may designate.

         15. Transferability. Neither payroll deductions credited to
     participant's account nor any rights with regard to the exercise of an
     option to receive shares under the plan may be assigned, transferred,
     pledged or otherwise disposed of in any way (other than by will, the laws
     of descent and distribution or as provided in paragraph 14 hereof) by the
     participant. Any such attempt at assignment, transfer, pledge or other
     disposition shall be without effect, except that the Company may treat such
     act as an election to withdraw funds in accordance with paragraph 10.

     16. Use of Funds.  All payroll  deductions  received or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such payroll deductions.

         17. Reports. Individual accounts will be maintained for each
     participant in the Plan. State- of account will be given to participating
     Employees promptly following an Exercise Date, which statements will set
     forth the amounts of payroll deductions, the per share purchase price, the
     number of shares purchased and the remaining cash balance, if any.

         18. Adjustments Upon Changes in Capitalization. If an option under this
     Plan is exercised subsequent to any stock dividend, stock split, spinoff,
     recapitalization, merger, consolidation, exchange of shares or the like,
     occurring after such option was granted, as a result of which shares of any
     class shall be issued in respect of the outstanding shares, or shares shall
     be changed into a different number of the same or another class or classes,
     the number of shares to which such option shall be applicable and the
     option price for such shares shall be appropriately adjusted by the
     Company.

         In the event of the proposed dissolution or liquidation of the Company,
     the offering period will terminate immediately prior to the consummation of
     such proposed action, unless otherwise provided by the Board. In the event
     of a proposed sale of all or substantially all of the assets of the
     Company, or the merger of the Company with or into another corporation,
     each option under the plan shall be assumed or an equivalent option shall
     be substituted by such successor corporation or a parent or subsidiary of
     such successor corporation, unless the Board determines, in the exercise of
     its sole discretion and in lieu of such assumption or substitution, that
     the participant shall have the right to exercise the option as to all of
     the optioned stock, including shares as to which the option would not
     otherwise be exercisable. If the Board makes an option fully exercisable,
     in lieu of assumption or substitution in the event of a merger or sale of
     assets, the Board shall notify the participant that the option shall be
     fully exercisable for a period of thirty (30) days from the date of such
     notice, and the option will terminate upon the expiration of such period.

         19. Amendment or Termination. The Board of Directors of the Company may
     at any time and for any reason terminate or amend the Purchase Plan. Except
     as specifically provided in the Purchase Plan, no such termination can
     affect options previously granted, provided that an Offering Period may be
     terminated by the Board of Directors on any Exercise Date if the Board
     determines that the termination of the Purchase Plan is in the best
     interest of the Company and its shareholders. Except as specifically
     provided in the Purchase Plan, no amendment may make any change in any
     option theretofore granted which adversely affects the rights of any
     participant. To the extent necessary to comply with Rule 16b-3 under the
     Securities Exchange Act of 1934, as amended, or Section 423 of the Code (or
     any successor rule or provision or any other applicable law or regulation),
     the Company shall obtain a shareholder approval in such manner and to such
     a degree as required.

         20. Notices. All notices or other communications by a participant to
     the Company under or in connection with the plan shall be deemed to have
     been duly given when received in the form specified by the Company at the
     location, or by the person, designated by the Company for the receipt
     thereof.

         21. Shareholder Approval. Continuance of the Plan shall be subject to
     approval by the shareholders of the Company within twelve months before or
     after the date the plan is adopted. If such shareholder approval is
     obtained at a duly held shareholders' meeting, it may be obtained by the
     affirmative vote of the holders of a majority of the outstanding shares of
     the Company present or represented and entitled to vote thereon, which
     approval shall be:

                           (a)(1) solicited substantially in accordance with
                  Section 14(a) of the Securities Exchange Act of 1934, as
                  amended (the "Act") and the rules and regulations promulgated
                  thereunder, or (2) solicited after the Company has furnished
                  in writing to the holders entitled to vote substantially the
                  same information concerning the Plan as that which would be
                  required by the rules and regulations in effect under Section
                  14(a) of the Act at the time such information is furnished;
                  and

             (b) obtained at or prior to the first Annual meeting of
         Shareholders held subsequent to the first registration of Common Stock
         under Section 12 of the Act.

         In the case of approval by written consent, it must be obtained by the
     unanimous written consent of all shareholders of the Company, or by written
     consent of a smaller percentage of shareholders but only if the Board
     determines, on the basis of an opinion rendered by the Company's legal
     counsel, that the written consent of such a smaller percentage of
     shareholders will comply with all applicable laws and will not adversely
     affect the qualifications of the plan under Section 423 of the Code.

         22. Conditions upon Issuance of Shares. Shares shall not be issued with
     respect to an option unless the exercise of such option and the issuance
     and delivery of such shares pursuant thereto shall comply with all
     applicable provisions of law, domestic or foreign, including, without
     limitation, the Securities Act of 1933, as amended, the Act, the rules and
     regulations promulgated thereunder, and the requirements of any stock
     exchange upon which the shares may then be listed, and shall be further
     subject to the approval of counsel for the Company with respect to such
     compliance.

         As a condition to the exercise of an option, the Company may require
     the person exercising such option to represent and warrant at the time of
     any such exercise that the shares are being purchased only for investment
     and without any present intention to sell or distribute such shares if, in
     the opinion of counsel for the Company, such a representation is required
     by any of the aforementioned applicable provisions of law.

         23. Term of Plan. The Plan shall become effective upon the earlier to
     occur of its adoption by the Board of Directors or its approval by the
     stockholders of the Company as described in paragraph 21. It shall continue
     in effect for a term of twenty (20) years unless sooner terminated under
     paragraph 19.




<PAGE>


                                                       EXHIBIT 10.26
                                MICROGRAFX, INC.

                                  AMENDMENT #3

                          EMPLOYEE STOCK PURCHASE PLAN

         The following constitute the provisions of the Employee Stock Purchase
Plan of Micrografx, Inc.

         1. Purpose. The purpose of the Plan is to provide employees of the
     Company and its Designated Subsidiaries with an opportunity to purchase
     Common Stock of the Company through accumulated payroll deductions. It is
     the intention of the Company to have the plan qualify as an "Employee Stock
     Purchase Plan" under Section 423 of the Code (as defined herein). The
     provisions of the Plan shall, accordingly, be construed so as to extend and
     limit participation in a manner consistent with the requirements of that
     section of the Code.

         2. Definitions.
             (a) "Board" shall mean the Board of Directors of the Company.

             (b) "Code" shall mean the Internal Revenue Code of 1954, as
         amended, and the Internal Revenue Code of 1986, as amended.

             (c) "Common Stock" shall mean the Common Stock, $.01 par value per
share, of the Company.

             (d) "Company" shall mean Micrografx, Inc., a Texas corporation.

             (e) "Compensation" shall mean all regular straight time gross
         earnings and commissions, exclusive of payments for overtime, shift
         premium, incentive compensation, incentive payments, bonuses or other
         compensation.

             (f) "Continuous Status as an Employee" shall mean the absence of
         any interruption or termination of service as an Employee. Continuous
         Status as an Employee shall not be considered interrupted in the case
         of a leave of absence agreed to in writing by the Company, provided
         that such leave is for a period of not more than 90 days or
         reemployment upon the expiration of such leave is guaranteed by
         contract or statute.

             (g) "Designated Subsidiaries" shall mean the Subsidiaries which
         have been designated by the Board from time to time in its sole
         discretion as eligible to participate in the Plan.

             (h) 'Employee" shall mean any person, including an officer, who is
         customarily employed for at least twenty (20) hours per week and for
         more than five (5) months in the calendar year by the Company or one of
         its Designated Subsidiaries.

             (i) "Enrollment Date" shall mean the first day of each Offering
Period.

             (j) "Exercise Date" shall mean the first paydate in February and
         the first paydate in August of each year within an Offering Period.

             (k) "Exercise Period" shall mean the six month period commencing
         one (1) day after one Exercise Date and ending with the next Exercise
         Date.

             (l) "Offering Period" shall mean a period of twenty four (24)
         months during which an option granted pursuant to the Plan may be
         exercised.

             (m) "Plan" shall mean this Employee Stock Purchase Plan.

             (n) "Subsidiary" shall mean a corporation, domestic or foreign, of
         which not less than 50% of the voting shares are held by the Company or
         a Subsidiary, whether or not such corporation now exists or is
         hereafter organized or acquired by the Company or a Subsidiary.


         3. Eligibility.

             (a) General Rule. Any Employee, as defined in paragraph 2, who
         shall be employed by the Company or Designated Subsidiary on a given
         Enrollment Date shall be eligible to participate in the Plan, subject
         to the requirements of paragraph 5(a) and the limitations imposed by
         Section 423(b) of the Code.

     (b) Exceptions. Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted an option under the Plan if:

             (i) Immediately after the grant, such Employee (or any other person
         whose stock would be attributed to such Employee pursuant to Section
         425(d) of the Code) would own stock and/or hold outstanding options to
         purchase stock possessing five percent (5%) or more of the total
         combined voting power or value of all classes of stock of the Company
         or of any Subsidiary, or

             (ii) Such option would permit such Employee's right to purchase
         stock under all employee stock purchase plans (described in Section 423
         of the Code) of the Company and its Subsidiaries to accrue at a rate
         which exceeds Twenty-Five Thousand Dollars ($25,000) of the fair market
         value of such stock (determined at the time such option is granted) for
         each calendar year in which such option is outstanding at any time.

         4. Offering Periods. The Plan shall be implemented by Offering Periods
     with the first Offering Period beginning on or about the first Monday
     immediately following the first paydate in August 1991 or February 1992, as
     determined by the Board of Directors and continuing until terminated in
     accordance with the Plan. The Board of Directors of the Company shall have
     the power to change the duration of the Offering Periods with respect to
     future offerings without stockholder approval if such change is announced
     at least fifteen (15) days prior to the scheduled beginning of the first
     Offering Period to be affected. Absent action by the Board, each Offering
     Period shall be for a period of twenty-four (24) months and new Offering
     Periods shall commence on the Monday immediately following the first
     paydate in February and August of each year.

         5. Participation.

             (a) An eligible Employee may become a participant in the Plan by
         completing a subscription agreement authorizing payroll deductions, in
         a form substantially similar to Exhibit A attached to the Plan, and
         filing it with the Company's payroll office prior to the applicable
         Enrollment Date, unless a later time for filing the subscription
         agreement is set by the Board for all eligible Employees with respect
         to a given Offering Period.

                           (b) Payroll deductions for a participant shall
                  commence on the first payroll following the Enrollment Date
                  and shall end on the last payroll in the Offering Period to
                  which such authorization is applicable, unless sooner
                  terminated by the participant as provided in paragraph 10.

         6. Payroll Deductions.

             (a) At the time a participant files his or her subscription
         agreement, such participant shall elect to have payroll deductions made
         on each payday during the Offering Period at the rate not to exceed ten
         percent (10%) of the Compensation which he or she receives on each
         payday during the Offering Period, provided that the aggregate amount
         of such payroll deductions during the Offering Period shall not exceed
         ten percent (10%) of the participant's aggregate Compensation during
         said Offering Period. An eligible Employee may participate in only one
         Offering Period at a time. The Chief Financial Officer of the Company
         or his designee shall determine whether the amount to be deducted from
         each paycheck is to be designated as a specific dollar amount, or as a
         percentage of eligible Compensation being paid on such day, or as
         either.

             (b) All payroll deductions made by a participant shall be credited
         to his or her account under the Plan. A participant may not make any
         additional payments into such account.


             c) A participant may discontinue his or her payroll deductions
         during the Offering Period by completing and filing with the Company a
         new subscription agreement authorizing a change in the rate of payroll
         deductions. The change in rate shall be effective no later than fifteen
         (15) days following the Company's receipt of the new authorization.

         7. Grant of Option.

             (a) On the Enrollment Date of each Offering Period, each
         participant in such Offering Period shall be granted an option to
         purchase on each Exercise Date during such Offering Period up to a
         number of whole shares of the Company's Common Stock determined by
         dividing the participant's payroll deductions accumulated during such
         Offering Period and prior to such Exercise Date by the lower of (i)
         eighty-five percent (85%) of the fair market value of a share of the
         Company's Common Stock on the Enrollment Date or (ii) eighty-five
         percent (85%) of the fair market value of a share of the Company's
         Common Stock on the Exercise Date, provided that the number of shares
         subject to such option during such Offering Period shall in no event
         exceed the number of shares of the Company's Common Stock determined by
         dividing $75,000 by the fair market value of a share of the Company's
         Common Stock on the Enrollment Date of such Offering Period, and
         provided further that the number of shares subject to such option shall
         be reduced, if necessary, to a number of shares which would not exceed
         the limitations described in Section 3(b) or Section 12(a) hereof The
         fair market value of a share of the Company's Common Stock shall be
         determined as provided in Section 7(b) herein.

             (b) The exercise price per share of the shares offered in a given
         Offering Period shall be the lower of. W eighty-five percent (85%) of
         the fair market value of a share of the Common Stock of the Company on
         the Enrollment Date, or (ii) eighty-five percent (85%) of the fair
         market value of a share of the Common Stock of the Company on the
         Exercise Date. The fair market value of the Company's Common Stock on a
         given date shall be determined by the Board in its discretion; provided
         however, in the event the Common Stock is listed on a stock exchange or
         traded on the National Association of Securities Dealers Automated
         Quotation ("NASDAQ") National Market System, the fair market value per
         share of Common Stock on any given date shall be determined by the
         Board of Directors in any manner that is reasonably based on the last
         reported sale price of the Common Stock on such exchange or on the
         NASDAQ National Market System as of such date.

         8. Exercise of Option. The participant's option for the purchase of
     shares win be exercised automatically on each Exercise Date of each
     Offering Period, and the maximum number of full shares subject to such
     option will be purchased for such participant at the applicable exercise
     price with the payroll deductions accumulated in his or her account, unless
     prior to such Exercise Date the participant has withdrawn from the Offering
     Period or from an Exercise Period as provided in paragraph 10. During a
     participant's lifetime a participant's option to purchase shares hereunder
     is exercisable only by such participant.

         9. Delivery. As promptly as practicable after each Exercise Date the
     Company shall arrange the delivery to each participant, as appropriate, of
     a certificate representing the shares purchased upon exercise of his or her
     option. Any amount remaining in the participant's account after an Exercise
     Date shall be held in the account until the next Exercise Date in such
     Offering Period, unless the Offering Period has been over-subscribed or has
     terminated with such Exercise Date, in which case such amount shall be
     refunded to the participant.

         10. Withdrawal; Termination of Employment.

             (a) A participant may withdraw all, but not less than all, of the
         payroll deductions credited to his or her account and not yet used
         toward the exercise of his or her option under the Plan at any time by
         giving written notice to the Company on a form substantially similar to
         Exhibit B attached to this Plan. Such notice shall state whether the
         participant is only withdrawing from the applicable Exercise Period or
         entirely from the Offering Period. All of the participant's payroll
         deductions credited to his or her account will be paid to such
         participant promptly after receipt of his or her notice of withdrawal
         and his or her option for the current Exercise Period or Offering
         Period (as specified in the notice) will be automatically cancelled,
         and no further payroll deductions for the purchase of shares will be
         made during the Exercise Period or Offering Period (as specified in the
         notice). If a participant withdraws from an Exercise Period, payroll
         deductions will not resume within the same Offering Period unless
         written notice, in substantially the form of Exhibit C attached to this
         Plan is delivered to the Company during the open enrollment period
         preceding the commencement of an Exercise Period within the same
         Offering Period which directs the Company to resume payroll deductions.

             (b) Upon termination of the participant's Continuous Status as an
         Employee of the Company for at least twenty (20) hours per week during
         the Offering Period in which the employee is a participant, he or she
         will be deemed to have elected to withdraw from the Plan and the
         payroll deductions credited to his or her account will be returned to
         such participant and his or her option will be cancelled; provided,
         however, that a participant who goes on a leave of absence shall be
         permitted to remain in the Plan with respect to an Offering Period
         which commenced prior to the beginning of such leave of absence. If
         such participant is not guaranteed reemployment by contract or statute
         and the leave of absence exceeds beyond 90 days, such participant shall
         be deemed to have terminated employment on the 91st day of such leave
         of absence. Payroll deductions for a participant who has been on a
         leave of absence will resume upon return to work at the same rate as in
         effect prior to such leave unless changed by such participant or unless
         the leave of absence begins in one Offering period and ends in a
         subsequent Offering Period, in which case the participant shall not be
         permitted to re-enter the Plan until a new subscription agreement is
         filed with respect to an Offering Period which commences after such
         participant has returned to work from the leave of absence.

             (c) A participant's withdrawal from one Offering Period will not
         have any effect upon his or her eligibility to participate in a
         different Offering Period or in any similar plan which may hereafter be
         adopted by the Company. Although a participant may withdraw from one
         Offering Period and join another Offering Period which commenced prior
         to the end of the Offering Period from which he or she withdrew, such a
         change shall not transfer payroll deductions from one Offering Period
         to another.

         11. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.

         12. Stock.

             (a) The maximum number of shares of the Company's Common Stock
         which shall be made available for sale under the Plan shall be 750,000
         shares, subject to adjustment upon changes in capitalization of the
         Company as provided in paragraph 18. If, on a given Exercise Date, the
         number of shares with respect to which options are to be exercised
         exceeds the number of shares then available under the Plan, the Company
         shall make a pro rata allocation of the shares remaining available for
         purchase in as uniform a manner as shall be practicable and as it shall
         determine to be equitable. In such event, the Company shall give
         written notice of such reduction of the number of shares which each
         Employee shall be allowed to purchase.

             (b) The participant will have no-interest or voting right in shares
         covered by his or her option until such option has been exercised.

     (c)  Shares  to be  delivered  to a  participant  under  the  Plan  will be
registered in the name of the participant or in the names of the participant and
his or her spouse.

         13. Administration. The Plan shall be administered by the Board or a
     committee appointed by the Board. If a committee is appointed by the Board,
     such committee shall have all of the powers of the Board with respect to
     the Plan except for those powers set forth in Section 19 hereof. The
     administration, interpretation or application of the Plan by the Board or
     its committee shall be final, conclusive and binding upon all participants.
     Members of the Board who are eligible Employees are permitted to
     participate in the Plan; provided, however, that (i) members of the Board
     who are eligible Employees may not vote on any matter affecting the
     administration of the plan or the grant of any option pursuant to the Plan,
     and (ii) if a committee is appointed by the Board to administer the Plan,
     no committee member will be eligible to participate in the Plan.

             14. Designation of Beneficiary.

             (a) A participant may file a written designation of a beneficiary
         who is to receive any shares and cash, if any, from the participant's
         account under the Plan in the event of such participant's death
         subsequent to an Exercise Date on which an option is exercised but
         prior to delivery to such participant of such shares and cash. In
         addition, a participant may file a written designation of a beneficiary
         who is to receive any cash from the participant's account under the
         Plan in the event of such participant's death prior to the Exercise
         Date of the option.

             (b) Such designation of beneficiary may be changed by the
         participant at any time by written notice. In the event of the death of
         a participant and in the absence of a beneficiary validly designated
         under the Plan who is living at the time of such participant's death,
         the Company shall deliver such shares and/or cash to the executor or
         administrator of the estate of the participant, or if no such executor
         or administrator has been appointed (to the knowledge of the Company),
         the Company, in its discretion, may deliver such shares and/or cash to
         the spouse or to any one or more dependents or relatives of the
         participant, or if no spouse, dependent or relative is known to the
         Company, then to such other person as the Company may designate.

         15. Transferability. Neither payroll deductions credited to
     participant's account nor any rights with regard to the exercise of an
     option to receive shares under the plan may be assigned, transferred,
     pledged or otherwise disposed of in any way (other than by will, the laws
     of descent and distribution or as provided in paragraph 14 hereof) by the
     participant. Any such attempt at assignment, transfer, pledge or other
     disposition shall be without effect, except that the Company may treat such
     act as an election to withdraw funds in accordance with paragraph 10.

     16. Use of Funds.  All payroll  deductions  received or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such payroll deductions.

         17. Reports. Individual accounts will be maintained for each
     participant in the Plan. State- of account will be given to participating
     Employees promptly following an Exercise Date, which statements will set
     forth the amounts of payroll deductions, the per share purchase price, the
     number of shares purchased and the remaining cash balance, if any.

         18. Adjustments Upon Changes in Capitalization. If an option under this
     Plan is exercised subsequent to any stock dividend, stock split, spinoff,
     recapitalization, merger, consolidation, exchange of shares or the like,
     occurring after such option was granted, as a result of which shares of any
     class shall be issued in respect of the outstanding shares, or shares shall
     be changed into a different number of the same or another class or classes,
     the number of shares to which such option shall be applicable and the
     option price for such shares shall be appropriately adjusted by the
     Company.

         In the event of the proposed dissolution or liquidation of the Company,
     the offering period will terminate immediately prior to the consummation of
     such proposed action, unless otherwise provided by the Board. In the event
     of a proposed sale of all or substantially all of the assets of the
     Company, or the merger of the Company with or into another corporation,
     each option under the plan shall be assumed or an equivalent option shall
     be substituted by such successor corporation or a parent or subsidiary of
     such successor corporation, unless the Board determines, in the exercise of
     its sole discretion and in lieu of such assumption or substitution, that
     the participant shall have the right to exercise the option as to all of
     the optioned stock, including shares as to which the option would not
     otherwise be exercisable. If the Board makes an option fully exercisable,
     in lieu of assumption or substitution in the event of a merger or sale of
     assets, the Board shall notify the participant that the option shall be
     fully exercisable for a period of thirty (30) days from the date of such
     notice, and the option will terminate upon the expiration of such period.

         19. Amendment or Termination. The Board of Directors of the Company may
     at any time and for any reason terminate or amend the Purchase Plan. Except
     as specifically provided in the Purchase Plan, no such termination can
     affect options previously granted, provided that an Offering Period may be
     terminated by the Board of Directors on any Exercise Date if the Board
     determines that the termination of the Purchase Plan is in the best
     interest of the Company and its shareholders. Except as specifically
     provided in the Purchase Plan, no amendment may make any change in any
     option theretofore granted which adversely affects the rights of any
     participant. To the extent necessary to comply with Rule 16b-3 under the
     Securities Exchange Act of 1934, as amended, or Section 423 of the Code (or
     any successor rule or provision or any other applicable law or regulation),
     the Company shall obtain a shareholder approval in such manner and to such
     a degree as required.

         20. Notices. All notices or other communications by a participant to
     the Company under or in connection with the plan shall be deemed to have
     been duly given when received in the form specified by the Company at the
     location, or by the person, designated by the Company for the receipt
     thereof.

         21. Shareholder Approval. Continuance of the Plan shall be subject to
     approval by the shareholders of the Company within twelve months before or
     after the date the plan is adopted. If such shareholder approval is
     obtained at a duly held shareholders' meeting, it may be obtained by the
     affirmative vote of the holders of a majority of the outstanding shares of
     the Company present or represented and entitled to vote thereon, which
     approval shall be:

                           (a)(1) solicited substantially in accordance with
                  Section 14(a) of the Securities Exchange Act of 1934, as
                  amended (the "Act") and the rules and regulations promulgated
                  thereunder, or (2) solicited after the Company has furnished
                  in writing to the holders entitled to vote substantially the
                  same information concerning the Plan as that which would be
                  required by the rules and regulations in effect under Section
                  14(a) of the Act at the time such information is furnished;
                  and

             (b) obtained at or prior to the first Annual meeting of
         Shareholders held subsequent to the first registration of Common Stock
         under Section 12 of the Act.

         In the case of approval by written consent, it must be obtained by the
     unanimous written consent of all shareholders of the Company, or by written
     consent of a smaller percentage of shareholders but only if the Board
     determines, on the basis of an opinion rendered by the Company's legal
     counsel, that the written consent of such a smaller percentage of
     shareholders will comply with all applicable laws and will not adversely
     affect the qualifications of the plan under Section 423 of the Code.

         22. Conditions upon Issuance of Shares. Shares shall not be issued with
     respect to an option unless the exercise of such option and the issuance
     and delivery of such shares pursuant thereto shall comply with all
     applicable provisions of law, domestic or foreign, including, without
     limitation, the Securities Act of 1933, as amended, the Act, the rules and
     regulations promulgated thereunder, and the requirements of any stock
     exchange upon which the shares may then be listed, and shall be further
     subject to the approval of counsel for the Company with respect to such
     compliance.

         As a condition to the exercise of an option, the Company may require
     the person exercising such option to represent and warrant at the time of
     any such exercise that the shares are being purchased only for investment
     and without any present intention to sell or distribute such shares if, in
     the opinion of counsel for the Company, such a representation is required
     by any of the aforementioned applicable provisions of law.

         23. Term of Plan. The Plan shall become effective upon the earlier to
     occur of its adoption by the Board of Directors or its approval by the
     stockholders of the Company as described in paragraph 21. It shall continue
     in effect for a term of twenty (20) years unless sooner terminated under
     paragraph 19.




<PAGE>


                                                                 EXHIBIT 10.27
                                MICROGRAFX, INC.

                                  AMENDMENT #4

                          EMPLOYEE STOCK PURCHASE PLAN

         The following constitute the provisions of the Employee Stock Purchase
Plan of Micrografx, Inc.

         1. Purpose. The purpose of the Plan is to provide employees of the
     Company and its Designated Subsidiaries with an opportunity to purchase
     Common Stock of the Company through accumulated payroll deductions. It is
     the intention of the Company to have the plan qualify as an "Employee Stock
     Purchase Plan" under Section 423 of the Code (as defined herein). The
     provisions of the Plan shall, accordingly, be construed so as to extend and
     limit participation in a manner consistent with the requirements of that
     section of the Code.

         2. Definitions.
             (a) "Board" shall mean the Board of Directors of the Company.

             (b) "Code" shall mean the Internal Revenue Code of 1954, as
         amended, and the Internal Revenue Code of 1986, as amended.

             (c) "Common Stock" shall mean the Common Stock, $.01 par value per
share, of the Company.

             (d) "Company" shall mean Micrografx, Inc., a Texas corporation.

             (e) "Compensation" shall mean all regular straight time gross
         earnings and commissions, exclusive of payments for overtime, shift
         premium, incentive compensation, incentive payments, bonuses or other
         compensation.

             (f) "Continuous Status as an Employee" shall mean the absence of
         any interruption or termination of service as an Employee. Continuous
         Status as an Employee shall not be considered interrupted in the case
         of a leave of absence agreed to in writing by the Company, provided
         that such leave is for a period of not more than 90 days or
         reemployment upon the expiration of such leave is guaranteed by
         contract or statute.

             (g) "Designated Subsidiaries" shall mean the Subsidiaries which
         have been designated by the Board from time to time in its sole
         discretion as eligible to participate in the Plan.

             (h) 'Employee" shall mean any person, including an officer, who is
         customarily employed for at least twenty (20) hours per week and for
         more than five (5) months in the calendar year by the Company or one of
         its Designated Subsidiaries.

             (i) "Enrollment Date" shall mean the first day of each Offering
Period.

             (j) "Exercise Date" shall mean the first paydate in February and
         the first paydate in August of each year within an Offering Period.

             (k) "Exercise Period" shall mean the six month period commencing
         one (1) day after one Exercise Date and ending with the next Exercise
         Date.

             (l) "Offering Period" shall mean a period of twenty four (24)
         months during which an option granted pursuant to the Plan may be
         exercised.

             (m) "Plan" shall mean this Employee Stock Purchase Plan.

             (n) "Subsidiary" shall mean a corporation, domestic or foreign, of
         which not less than 50% of the voting shares are held by the Company or
         a Subsidiary, whether or not such corporation now exists or is
         hereafter organized or acquired by the Company or a Subsidiary.


         3. Eligibility.

             (a) General Rule. Any Employee, as defined in paragraph 2, who
         shall be employed by the Company or Designated Subsidiary on a given
         Enrollment Date shall be eligible to participate in the Plan, subject
         to the requirements of paragraph 5(a) and the limitations imposed by
         Section 423(b) of the Code.

     (b) Exceptions. Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted an option under the Plan if:

             (i) Immediately after the grant, such Employee (or any other person
         whose stock would be attributed to such Employee pursuant to Section
         425(d) of the Code) would own stock and/or hold outstanding options to
         purchase stock possessing five percent (5%) or more of the total
         combined voting power or value of all classes of stock of the Company
         or of any Subsidiary, or

             (ii) Such option would permit such Employee's right to purchase
         stock under all employee stock purchase plans (described in Section 423
         of the Code) of the Company and its Subsidiaries to accrue at a rate
         which exceeds Twenty-Five Thousand Dollars ($25,000) of the fair market
         value of such stock (determined at the time such option is granted) for
         each calendar year in which such option is outstanding at any time.

         4. Offering Periods. The Plan shall be implemented by Offering Periods
     with the first Offering Period beginning on or about the first Monday
     immediately following the first paydate in August 1991 or February 1992, as
     determined by the Board of Directors and continuing until terminated in
     accordance with the Plan. The Board of Directors of the Company shall have
     the power to change the duration of the Offering Periods with respect to
     future offerings without stockholder approval if such change is announced
     at least fifteen (15) days prior to the scheduled beginning of the first
     Offering Period to be affected. Absent action by the Board, each Offering
     Period shall be for a period of twenty-four (24) months and new Offering
     Periods shall commence on the Monday immediately following the first
     paydate in February and August of each year.

         5. Participation.

             (a) An eligible Employee may become a participant in the Plan by
         completing a subscription agreement authorizing payroll deductions, in
         a form substantially similar to Exhibit A attached to the Plan, and
         filing it with the Company's payroll office prior to the applicable
         Enrollment Date, unless a later time for filing the subscription
         agreement is set by the Board for all eligible Employees with respect
         to a given Offering Period.

                           (b) Payroll deductions for a participant shall
                  commence on the first payroll following the Enrollment Date
                  and shall end on the last payroll in the Offering Period to
                  which such authorization is applicable, unless sooner
                  terminated by the participant as provided in paragraph 10.

         6. Payroll Deductions.

             (a) At the time a participant files his or her subscription
         agreement, such participant shall elect to have payroll deductions made
         on each payday during the Offering Period at the rate not to exceed ten
         percent (10%) of the Compensation which he or she receives on each
         payday during the Offering Period, provided that the aggregate amount
         of such payroll deductions during the Offering Period shall not exceed
         ten percent (10%) of the participant's aggregate Compensation during
         said Offering Period. An eligible Employee may participate in only one
         Offering Period at a time. The Chief Financial Officer of the Company
         or his designee shall determine whether the amount to be deducted from
         each paycheck is to be designated as a specific dollar amount, or as a
         percentage of eligible Compensation being paid on such day, or as
         either.

             (b) All payroll deductions made by a participant shall be credited
         to his or her account under the Plan. A participant may not make any
         additional payments into such account.


             c) A participant may discontinue his or her payroll deductions
         during the Offering Period by completing and filing with the Company a
         new subscription agreement authorizing a change in the rate of payroll
         deductions. The change in rate shall be effective no later than fifteen
         (15) days following the Company's receipt of the new authorization.

         7. Grant of Option.

             (a) On the Enrollment Date of each Offering Period, each
         participant in such Offering Period shall be granted an option to
         purchase on each Exercise Date during such Offering Period up to a
         number of whole shares of the Company's Common Stock determined by
         dividing the participant's payroll deductions accumulated during such
         Offering Period and prior to such Exercise Date by the lower of (i)
         eighty-five percent (85%) of the fair market value of a share of the
         Company's Common Stock on the Enrollment Date or (ii) eighty-five
         percent (85%) of the fair market value of a share of the Company's
         Common Stock on the Exercise Date, provided that the number of shares
         subject to such option during such Offering Period shall in no event
         exceed the number of shares of the Company's Common Stock determined by
         dividing $75,000 by the fair market value of a share of the Company's
         Common Stock on the Enrollment Date of such Offering Period, and
         provided further that the number of shares subject to such option shall
         be reduced, if necessary, to a number of shares which would not exceed
         the limitations described in Section 3(b) or Section 12(a) hereof The
         fair market value of a share of the Company's Common Stock shall be
         determined as provided in Section 7(b) herein.

             (b) The exercise price per share of the shares offered in a given
         Offering Period shall be the lower of. W eighty-five percent (85%) of
         the fair market value of a share of the Common Stock of the Company on
         the Enrollment Date, or (ii) eighty-five percent (85%) of the fair
         market value of a share of the Common Stock of the Company on the
         Exercise Date. The fair market value of the Company's Common Stock on a
         given date shall be determined by the Board in its discretion; provided
         however, in the event the Common Stock is listed on a stock exchange or
         traded on the National Association of Securities Dealers Automated
         Quotation ("NASDAQ") National Market System, the fair market value per
         share of Common Stock on any given date shall be determined by the
         Board of Directors in any manner that is reasonably based on the last
         reported sale price of the Common Stock on such exchange or on the
         NASDAQ National Market System as of such date.

         8. Exercise of Option. The participant's option for the purchase of
     shares win be exercised automatically on each Exercise Date of each
     Offering Period, and the maximum number of full shares subject to such
     option will be purchased for such participant at the applicable exercise
     price with the payroll deductions accumulated in his or her account, unless
     prior to such Exercise Date the participant has withdrawn from the Offering
     Period or from an Exercise Period as provided in paragraph 10. During a
     participant's lifetime a participant's option to purchase shares hereunder
     is exercisable only by such participant.

         9. Delivery. As promptly as practicable after each Exercise Date the
     Company shall arrange the delivery to each participant, as appropriate, of
     a certificate representing the shares purchased upon exercise of his or her
     option. Any amount remaining in the participant's account after an Exercise
     Date shall be held in the account until the next Exercise Date in such
     Offering Period, unless the Offering Period has been over-subscribed or has
     terminated with such Exercise Date, in which case such amount shall be
     refunded to the participant.

         10. Withdrawal; Termination of Employment.

             (a) A participant may withdraw all, but not less than all, of the
         payroll deductions credited to his or her account and not yet used
         toward the exercise of his or her option under the Plan at any time by
         giving written notice to the Company on a form substantially similar to
         Exhibit B attached to this Plan. Such notice shall state whether the
         participant is only withdrawing from the applicable Exercise Period or
         entirely from the Offering Period. All of the participant's payroll
         deductions credited to his or her account will be paid to such
         participant promptly after receipt of his or her notice of withdrawal
         and his or her option for the current Exercise Period or Offering
         Period (as specified in the notice) will be automatically cancelled,
         and no further payroll deductions for the purchase of shares will be
         made during the Exercise Period or Offering Period (as specified in the
         notice). If a participant withdraws from an Exercise Period, payroll
         deductions will not resume within the same Offering Period unless
         written notice, in substantially the form of Exhibit C attached to this
         Plan is delivered to the Company during the open enrollment period
         preceding the commencement of an Exercise Period within the same
         Offering Period which directs the Company to resume payroll deductions.

             (b) Upon termination of the participant's Continuous Status as an
         Employee of the Company for at least twenty (20) hours per week during
         the Offering Period in which the employee is a participant, he or she
         will be deemed to have elected to withdraw from the Plan and the
         payroll deductions credited to his or her account will be returned to
         such participant and his or her option will be cancelled; provided,
         however, that a participant who goes on a leave of absence shall be
         permitted to remain in the Plan with respect to an Offering Period
         which commenced prior to the beginning of such leave of absence. If
         such participant is not guaranteed reemployment by contract or statute
         and the leave of absence exceeds beyond 90 days, such participant shall
         be deemed to have terminated employment on the 91st day of such leave
         of absence. Payroll deductions for a participant who has been on a
         leave of absence will resume upon return to work at the same rate as in
         effect prior to such leave unless changed by such participant or unless
         the leave of absence begins in one Offering period and ends in a
         subsequent Offering Period, in which case the participant shall not be
         permitted to re-enter the Plan until a new subscription agreement is
         filed with respect to an Offering Period which commences after such
         participant has returned to work from the leave of absence.

             (c) A participant's withdrawal from one Offering Period will not
         have any effect upon his or her eligibility to participate in a
         different Offering Period or in any similar plan which may hereafter be
         adopted by the Company. Although a participant may withdraw from one
         Offering Period and join another Offering Period which commenced prior
         to the end of the Offering Period from which he or she withdrew, such a
         change shall not transfer payroll deductions from one Offering Period
         to another.

     11.  Interest.  No interest  shall  accrue on the payroll  deductions  of a
participant in the Plan.

         12. Stock.

             (a) The maximum number of shares of the Company's Common Stock
         which shall be made available for sale under the Plan shall be
         1,300,000 shares, subject to adjustment upon changes in capitalization
         of the Company as provided in paragraph 18. If, on a given Exercise
         Date, the number of shares with respect to which options are to be
         exercised exceeds the number of shares then available under the Plan,
         the Company shall make a pro rata allocation of the shares remaining
         available for purchase in as uniform a manner as shall be practicable
         and as it shall determine to be equitable. In such event, the Company
         shall give written notice of such reduction of the number of shares
         which each Employee shall be allowed to purchase.

             (b) The participant will have no-interest or voting right in shares
         covered by his or her option until such option has been exercised.

     (c)  Shares  to be  delivered  to a  participant  under  the  Plan  will be
registered in the name of the participant or in the names of the participant and
his or her spouse.

         13. Administration. The Plan shall be administered by the Board or a
     committee appointed by the Board. If a committee is appointed by the Board,
     such committee shall have all of the powers of the Board with respect to
     the Plan except for those powers set forth in Section 19 hereof. The
     administration, interpretation or application of the Plan by the Board or
     its committee shall be final, conclusive and binding upon all participants.
     Members of the Board who are eligible Employees are permitted to
     participate in the Plan; provided, however, that (i) members of the Board
     who are eligible Employees may not vote on any matter affecting the
     administration of the plan or the grant of any option pursuant to the Plan,
     and (ii) if a committee is appointed by the Board to administer the Plan,
     no committee member will be eligible to participate in the Plan.

         14. Designation of Beneficiary.

             (a) A participant may file a written designation of a beneficiary
         who is to receive any shares and cash, if any, from the participant's
         account under the Plan in the event of such participant's death
         subsequent to an Exercise Date on which an option is exercised but
         prior to delivery to such participant of such shares and cash. In
         addition, a participant may file a written designation of a beneficiary
         who is to receive any cash from the participant's account under the
         Plan in the event of such participant's death prior to the Exercise
         Date of the option.

             (b) Such designation of beneficiary may be changed by the
         participant at any time by written notice. In the event of the death of
         a participant and in the absence of a beneficiary validly designated
         under the Plan who is living at the time of such participant's death,
         the Company shall deliver such shares and/or cash to the executor or
         administrator of the estate of the participant, or if no such executor
         or administrator has been appointed (to the knowledge of the Company),
         the Company, in its discretion, may deliver such shares and/or cash to
         the spouse or to any one or more dependents or relatives of the
         participant, or if no spouse, dependent or relative is known to the
         Company, then to such other person as the Company may designate.

         15. Transferability. Neither payroll deductions credited to
     participant's account nor any rights with regard to the exercise of an
     option to receive shares under the plan may be assigned, transferred,
     pledged or otherwise disposed of in any way (other than by will, the laws
     of descent and distribution or as provided in paragraph 14 hereof) by the
     participant. Any such attempt at assignment, transfer, pledge or other
     disposition shall be without effect, except that the Company may treat such
     act as an election to withdraw funds in accordance with paragraph 10.

     16. Use of Funds.  All payroll  deductions  received or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such payroll deductions.

         17. Reports. Individual accounts will be maintained for each
     participant in the Plan. State- of account will be given to participating
     Employees promptly following an Exercise Date, which statements will set
     forth the amounts of payroll deductions, the per share purchase price, the
     number of shares purchased and the remaining cash balance, if any.

         18. Adjustments Upon Changes in Capitalization. If an option under this
     Plan is exercised subsequent to any stock dividend, stock split, spinoff,
     recapitalization, merger, consolidation, exchange of shares or the like,
     occurring after such option was granted, as a result of which shares of any
     class shall be issued in respect of the outstanding shares, or shares shall
     be changed into a different number of the same or another class or classes,
     the number of shares to which such option shall be applicable and the
     option price for such shares shall be appropriately adjusted by the
     Company.

         In the event of the proposed dissolution or liquidation of the Company,
     the offering period will terminate immediately prior to the consummation of
     such proposed action, unless otherwise provided by the Board. In the event
     of a proposed sale of all or substantially all of the assets of the
     Company, or the merger of the Company with or into another corporation,
     each option under the plan shall be assumed or an equivalent option shall
     be substituted by such successor corporation or a parent or subsidiary of
     such successor corporation, unless the Board determines, in the exercise of
     its sole discretion and in lieu of such assumption or substitution, that
     the participant shall have the right to exercise the option as to all of
     the optioned stock, including shares as to which the option would not
     otherwise be exercisable. If the Board makes an option fully exercisable,
     in lieu of assumption or substitution in the event of a merger or sale of
     assets, the Board shall notify the participant that the option shall be
     fully exercisable for a period of thirty (30) days from the date of such
     notice, and the option will terminate upon the expiration of such period.

         19. Amendment or Termination. The Board of Directors of the Company may
     at any time and for any reason terminate or amend the Purchase Plan. Except
     as specifically provided in the Purchase Plan, no such termination can
     affect options previously granted, provided that an Offering Period may be
     terminated by the Board of Directors on any Exercise Date if the Board
     determines that the termination of the Purchase Plan is in the best
     interest of the Company and its shareholders. Except as specifically
     provided in the Purchase Plan, no amendment may make any change in any
     option theretofore granted which adversely affects the rights of any
     participant. To the extent necessary to comply with Rule 16b-3 under the
     Securities Exchange Act of 1934, as amended, or Section 423 of the Code (or
     any successor rule or provision or any other applicable law or regulation),
     the Company shall obtain a shareholder approval in such manner and to such
     a degree as required.

         20. Notices. All notices or other communications by a participant to
     the Company under or in connection with the plan shall be deemed to have
     been duly given when received in the form specified by the Company at the
     location, or by the person, designated by the Company for the receipt
     thereof.

         21. Shareholder Approval. Continuance of the Plan shall be subject to
     approval by the shareholders of the Company within twelve months before or
     after the date the plan is adopted. If such shareholder approval is
     obtained at a duly held shareholders' meeting, it may be obtained by the
     affirmative vote of the holders of a majority of the outstanding shares of
     the Company present or represented and entitled to vote thereon, which
     approval shall be:

                           (a)(1) solicited substantially in accordance with
                  Section 14(a) of the Securities Exchange Act of 1934, as
                  amended (the "Act") and the rules and regulations promulgated
                  thereunder, or (2) solicited after the Company has furnished
                  in writing to the holders entitled to vote substantially the
                  same information concerning the Plan as that which would be
                  required by the rules and regulations in effect under Section
                  14(a) of the Act at the time such information is furnished;
                  and

             (b) obtained at or prior to the first Annual meeting of
         Shareholders held subsequent to the first registration of Common Stock
         under Section 12 of the Act.

         In the case of approval by written consent, it must be obtained by the
     unanimous written consent of all shareholders of the Company, or by written
     consent of a smaller percentage of shareholders but only if the Board
     determines, on the basis of an opinion rendered by the Company's legal
     counsel, that the written consent of such a smaller percentage of
     shareholders will comply with all applicable laws and will not adversely
     affect the qualifications of the plan under Section 423 of the Code.

         22. Conditions upon Issuance of Shares. Shares shall not be issued with
     respect to an option unless the exercise of such option and the issuance
     and delivery of such shares pursuant thereto shall comply with all
     applicable provisions of law, domestic or foreign, including, without
     limitation, the Securities Act of 1933, as amended, the Act, the rules and
     regulations promulgated thereunder, and the requirements of any stock
     exchange upon which the shares may then be listed, and shall be further
     subject to the approval of counsel for the Company with respect to such
     compliance.

         As a condition to the exercise of an option, the Company may require
     the person exercising such option to represent and warrant at the time of
     any such exercise that the shares are being purchased only for investment
     and without any present intention to sell or distribute such shares if, in
     the opinion of counsel for the Company, such a representation is required
     by any of the aforementioned applicable provisions of law.

         23. Term of Plan. The Plan shall become effective upon the earlier to
     occur of its adoption by the Board of Directors or its approval by the
     stockholders of the Company as described in paragraph 21. It shall continue
     in effect for a term of twenty (20) years unless sooner terminated under
     paragraph 19.






<PAGE>


                                                              EXHIBIT 10.28


                                MICROGRAFX, INC.

                                  AMENDMENT #1

                         1995 DIRECTOR STOCK OPTION PLAN

1. Purpose

The purpose of the Option Plan is to encourage ownership in the Company by
outside directors of the Company whose continued services are considered
essential to the Company's future progress and to provide them with a further
incentive to remain as directors of the Company. Accordingly, the Option Plan
provides that the Company shall grant to members of its Board of Directors that
are not employees of the Company (each, an "Optionee") the option (each, an
"Option") to purchase shares of the Company's Common Stock, described below
under "Terms, Conditions and Form of Options".

2. Administration

The Board of Directors of the Company is to supervise and administer the Plan.
However, grants of Options under the Option Plan and the amount and nature of
the awards to be granted shall be effective automatically in accordance with the
terms and provisions of the Option Plan without further action by the Board of
Directors. All questions of interpretation of the Option Plan or of any Options
issued under it shall be determined by the Board of Directors and such
determination shall be final and binding upon all persons having an interest in
the Plan.

3. Participation in the Plan

Members of the Board of Directors who are not employees of the Company or any
subsidiary of the Company will be eligible to participate in the Option
Plan("Eligible Director").

4. Shares Subject to the Plan

The Option Plan provides that the maximum number of shares which may be issued
under the Option Plan shall be 600,000 shares of Common Stock, subject to
adjustment as provided in the Option Plan for stock splits, recapitalizations
and other events resulting in an adjustment of the Company's outstanding Common
Stock. See "Changes in Common Stock". If any outstanding Option under the Option
Plan for any reason expires or is terminated without having been exercised in
full, the shares allocable to the unexercised portion of such Option shall again
become available for grant pursuant to the Option Plan.

All Options granted under the Option Plan are intended to be nonstatutory
Options not entitled to special tax treatment under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

5. Terms, Conditions and Form of Options

Each Option granted under the Option Plan is to be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:

a)    Option Grants

            i)  Upon approval of the Option Plan at the Annual Meeting, each
            Eligible Director will be granted an Option for a number of shares
            of Common Stock which is equal to the difference between 23,000 and
            the number of shares of Common Stock subject to outstanding Options
            granted under the Company's Incentive and Nonstatutory Stock Option
            Plan held by the Eligible Director in question, with a grant date
            ("Date of Grant") of July 21, 1995, which was the date the Option
            Plan was adopted by the Board of Directors (the "Effective Date").

            ii) On each October 1, beginning with an October 1, 1996 Date of
            Grant, the Board of Directors shall grant each person who is an
            Eligible Director on such Date of Grant an Option for 3,000 shares
            of Common Stock.

            iii) In addition to the above Options, each person who becomes an
Eligible Director subsequent to the Effective Date shall be granted an Option,
with a Date of Grant five business days after he becomes an Eligible Director,
for 20,000 shares of Common Stock.

b)    Option Exercise Price

The exercise price per share for each Option granted under the Plan shall equal
the last reported sale price per share of Common Stock on the NASDAQ National
Market System (or, if the Company is traded on another nationally recognized
securities exchange on the Date of Grant, the reported closing sales price per
share of the Common Stock by such exchange) on the Date of Grant (or, if no such
price is reported on such Date of Grant, such price as reported on the nearest
preceding day). On July 21, 1995, the last reported sale price of the Common
Stock in the NASDAQ National Market System was $8.375 per share, and if the
Option Plan is approved by the Shareholders, all Eligible Directors will be
granted an Option for 3,000 shares having an exercise price of $8.375.

c)    Options Non-Transferable

Each Option granted under the Option Plan by its terms shall not be
transferable by the Optionee otherwise than by will, or by the laws of descent
and distribution, and shall be exercised during the lifetime of the Optionee
only by him. No Option or interest therein may be transferred, assigned, pledged
or hypothecated by the Optionee during his lifetime, whether by operation of law
or otherwise, or be made subject to execution, attachment or similar process.

d)    Exercise Period

Each Option granted under the Option Plan shall become exercisable, in whole or
in part, and cumulatively, in 25 percent increments on each anniversary of the
Date of Grant, and, if not previously exercised or expired, shall automatically
expire on the earlier of (i) the date on which the Optionee no longer is an
Eligible Director except by reason of becoming an employee of the Company or
death, and in the case of the death of an Eligible Director, the person to whom
his rights under the Option are transferred by will, or by laws of descent and
distribution, shall have the same rights hereunder as the Eligible Director but
only until the first anniversary of the Eligible Director's date of death, and
(ii) the fifth anniversary of the Date of Grant.

e)    Exercise Procedure

Options may be exercised only by written notice to the Company at its principal
office accompanied by payment in cash of the full consideration for the shares
to be exercised.

6.    Effective Date

The Option Plan provides that it became effective on July 21, 1995 upon its
adoption by the Board of Directors, but all grants of Options are conditional
upon the approval of the Option Plan by the shareholders of the Company within
12 months after adoption of the Option Plan by the Board of Directors. To this
end, the shareholders are to act upon the Option Plan at this Annual Meeting.

7.    No right to Continue as Director; No Stockholders' Rights for Options

The Option Plan provides that neither the Option Plan, nor the granting of an
Option nor any other action taken pursuant to the Option Plan, shall constitute
or be evidence of any agreement or understanding, express or implied, that the
Company will retain a director for any period of time. The Option Plan further
provides that an Optionee shall have no rights as a stockholder with respect to
the shares covered by his Option until the date of the issuance to him of a
stock certificate therefore, and no adjustment will be made for dividends or
other rights (except as provided below under "Changes in Common Stock") for
which the record date is prior to the date such certificate is issued.


8.    Changes in Common Stock

The Option Plan provides that if the outstanding shares of Common Stock of the
Company are increased, decreased or exchanged for a different number or kind of
shares or other securities, or if additional shares or new or different shares
or other securities are distributed with respect to such shares of Common Stock
or other securities, through merger, consolidation, sale of all or substantially
all of the assets of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
distribution with respect to such shares of Common Stock, or other securities,
an appropriate and proportionate adjustment will be made in (i) the maximum
number and kind of shares reserved for issuance under the Option Plan, (ii) the
number and kind of shares or other securities subject to then outstanding
Options under the Option Plan and (iii) the price for each share subject to any
then outstanding Options under the Option Plan, without changing the aggregate
purchase price as to which such Options remain exercisable. No fractional shares
will be issued under the Option Plan on account of any such adjustments.

The Option Plan also provides that in the event that the Company is merged or
consolidated into or with another corporation (in which consolidation or merger
the stockholders of the Company receive distributions of cash or securities of
another issuer as a result thereof), or in the event that all or substantially
all of the assets of the Company are acquired by any other person or entity, the
Board of Directors, or the board of directors of any corporation assuming the
obligations of the Company, shall, as to outstanding Options, either (i)provide
that such Options shall be assumed, or equivalent Options shall be substituted,
by the acquiring or successor corporation (or an affiliate thereof), or (ii)
upon written notice to the Optionees, provide that all unexercised Options will
terminate immediately prior to the consummation of such merger, consolidation,
acquisition, reorganization or liquidation unless exercised by the Optionee
within a specified number of days following the date of such notice.

9. Amendment of the Plan

The Board of Directors may suspend or discontinue the Option Plan or revise or
amend it in any respect whatsoever; provided, however, that without approval of
the shareholders of the Company no revision or amendment shall increase the
number of shares which may be issued under the Option Plan (except as provided
above under "Changes in Common Stock"), change the designation of the class of
directors eligible to receive Options under the Option Plan, materially increase
the benefits accruing to participants under the Option Plan or extend the term
of the Option Plan. The Option Plan may not be amended more than once in any
six-month period, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.

10. Certain Federal Income Tax Consequences

The following discussion of the federal income tax consequences of participation
in the Option Plan is only a summary, does not purport to be complete and does
not cover, among other things, state and local tax treatment of participation in
the Option Plan. Furthermore, differences in individual Optionees' financial
situations may cause federal, state and local income tax consequences of
participation in the Option Plan to vary.

All Options are intended to be non-statutory options not entitled for the
special tax treatment under Section 422 of the Code. As such, an Optionee will
not recognize any income upon the grant of an Option. Upon exercise of an
Option, the amount by which the fair market value of the shares at the time of
exercise exceeds the exercise price must be treated as ordinary income received
by the Optionee. Thus, an Optionee would be subject to taxation at the time an
Option is exercised.

The Company generally will be entitled to deduct the amount that the Optionee is
required to treat as ordinary income in the Company's taxable year that ends
with or within the taxable year in which the Optionee recognizes such income, to
the extent such amount constitutes an ordinary and necessary business expense
and is not disallowed under section 162(m).

Upon a taxable disposition of shares of Common Stock acquired through the
exercise of an Option, any amount received by the Optionee in excess of the sum
of (i) the exercise price and (ii) any amount includable in income with respect
to the exercise of such Option, will generally be treated as long-term or
short-term capital gain, depending upon the holding period of the shares. To
qualify for long-term capital gain or loss treatment, shares of Common Stock
must have been held for more than 12 months as a capital asset.

The maximum federal income tax rate applicable to individuals for long-term
capital gain is currently 28 percent. If, upon disposition, the Optionee
receives an amount that is less than the fair market value of the shares on the
exercise date, the loss will generally be treated as a long or short-term
capital loss, depending upon the holding period of the shares.

               Adopted by the Board of Directors on July 21, 1995