EXHIBIT 10.20

                            STOCK PURCHASE AGREEMENT

         This Stock Purchase  Agreement (this  "AGREEMENT") is entered into this
5th day of September,  2000, by and among Micrografx,  Inc., a Texas corporation
(the "COMPANY") and each of the purchasers  identified on Schedule 1 hereto (the
"PURCHASERS").

                                   WITNESSETH:

WHEREAS,  the  Company  has  authorized  and  desires  to issue  and sell to the
Purchasers  hereunder  certain  shares  of the  Company's  Series A  Convertible
Preferred Stock, par value $0.10 per share ("PREFERRED STOCK");

         WHEREAS,  the Purchasers  desire to purchase such Preferred  Stock from
the Company on the terms and conditions set forth herein.

         NOW, THEREFORE, the parties hereto agree as follows:

Section 1.                 PURCHASE AND SALE TRANSACTION.
                           -----------------------------

1.1. PURCHASE AND SALE. In reliance upon the  representations  and warranties of
the  parties  set forth  herein,  each  Purchaser  agrees to  purchase  from the
Company,  and the Company agrees to authorize,  issue and sell to each Purchaser
the number of shares of Preferred Stock  (collectively,  the "PREFERRED SHARES")
set forth the name of such  Purchaser  on  Schedule 1 hereto,  for the  purchase
price set forth opposite the name of such Purchaser on Schedule 1 hereto.

1.2. CLOSING.  The closing of the purchase and sale of the Preferred Shares
(the "CLOSING") shall take place on the date hereof at the principal executive
 offices of the Company.

1.3.  PAYMENT.  At the Closing,  each Purchaser shall pay to The Chase Manhattan
Bank as escrow agent (the "Escrow  Agent"),  the purchase  price (the  "Purchase
Price") for the Preferred Shares purchased by it by wire transfer of immediately
available funds in accordance with wire transfer  instructions  provided to such
Purchaser by the Company.  The Escrow Agent shall release the Purchase  Price to
the Company in accordance with the instructions set forth therein.

Section  2.  REPRESENTATIONS  AND  WARRANTIES  OF THE  COMPANY.  To  induce  the
Purchasers to purchase the Preferred  Shares purchased by it, the Company hereby
represents and warrants to each Purchaser that each of the following  statements
is true and correct on the date hereof:

2.1.  CORPORATE AND GOVERNMENTAL  AUTHORIZATION;  CONTRAVENTION.  The execution,
delivery  and  performance  of this  Agreement  by the  Company  are  within its
corporate powers,  have been duly authorized by all necessary  corporate action,
require  no  action  by or in  respect  of, or  filing  with,  any  governmental
authority  (other  than  filings  with  any  applicable   securities  regulatory
authorities  (i) to perfect  exemptions from the  registration or  qualification
requirements of applicable  securities laws or (ii) to comply with provisions of
the Securities  Act of 1933, as amended (the  "Securities  Act"),  or Securities
Exchange Act of 1934,  as amended,  which in each case will be made  immediately
following  the  Closing),  and,  except for  matters  which have been  waived in
writing by the appropriate  person,  do not contravene,  or constitute a default
under,  any provision of applicable law or of the articles of  incorporation  or
bylaws of the Company.

2.2. BINDING EFFECT. This Agreement  constitutes the valid and binding agreement
of the  Company  enforceable  in  accordance  with its  terms  except as (i) the
enforceability thereof may be limited by bankruptcy,  insolvency or similar laws
affecting  creditors  rights  generally,  and (ii) the availability of equitable
remedies may be limited by equitable principles of general applicability.

2.3.  ISSUANCE OF  PREFERRED  SHARES.  The  Preferred  Shares,  when issued upon
payment of the applicable  purchase price in accordance with SECTION 1.3 will be
duly authorized,  validly issued, fully paid and non-assessable and will be free
and  clear  of all  liens,  claims  and  encumbrances  created  by the  Company,
including  preemptive rights. The shares of Common Stock of the Company issuable
upon a conversion of the Preferred Shares (the "CONVERSION SHARES"), when issued
upon  conversion  of the  Preferred  Shares,  will be duly  authorized,  validly
issued, fully paid and nonassessable and free and clear of all liens, claims and
encumbrances  created  by  the  Company,  including,   without  limitation,  all
preemptive rights.

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Section 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.  In order to induce
the Company to issue and sell the Preferred Shares to the Purchasers  hereunder,
each Purchaser hereby severally (but not jointly) represents and warrants to the
Company, with respect to itself only, as follows:

3.1. DUE AUTHORIZATION; NO CONFLICTS. The execution, delivery and performance by
such  Purchaser of this  Agreement (a) are within such  Purchaser's  partnership
power, limited liability company power,  corporate power or individual power and
(b) have been duly authorized by all necessary  partnership,  limited liability,
corporate or other action on the part of each Purchaser.

3.2.  SECURITIES REPRESENTATIONS.

                  (a) NO INTENDED DISTRIBUTION.  Each Purchaser is acquiring the
Preferred  Shares  to be  purchased  by it (and,  if the  Preferred  Shares  are
converted,  the  Conversion  Shares) for  investment  purposes only, for its own
account,  and not as nominee or agent for any other person,  and not with a view
to, or for  resale in  connection  with,  any  distribution  thereof  within the
meaning of the Securities Act.

                  (b) ACCREDITED INVESTOR.  Each Purchaser is an
"accredited investor" within the meaning of Rule 501 under the Securities Act.

                  (c) INVESTMENT  EXPERIENCE.  Each  Purchaser  has  sufficient
knowledge and experience in investing in companies  similar to the Company so as
to be able to evaluate  the risks and merits of its  investment  in the Company,
and each Purchaser is able financially to bear the risks thereof.

                  (d) DISCLOSURE OF INFORMATION.  Each Purchaser has received or
has had full access to all the information it considers necessary or appropriate
to make an informed  investment decision with respect to the Preferred Shares to
be purchased by such Purchaser under this Agreement.  Such Purchaser further has
had an  opportunity  to ask  questions  and  receive  answers  from the  Company
regarding the terms and  conditions of the offering of the Preferred  Shares and
to obtain  additional  information  (to the extent the  Company  possessed  such
information  or  could  acquire  it  without  unreasonable  effort  or  expense)
necessary to verify any information furnished to such Purchaser or to which such
Purchaser had access.

         3.3  RESTRICTED  SECURITIES.  Each Purchaser  understands  that (i) the
Preferred  Shares  are  characterized  as  "restricted   securities"  under  the
Securities  Act in as much as they are  being  acquired  from the  Company  in a
transaction  not involving a public  offering and that (ii) under the Securities
Act and applicable regulations thereunder, such securities (or securities issued
upon conversion thereof) may be resold without registration under the Securities
Act only in certain limited  circumstances.  In this connection,  such Purchaser
represents   that  such  Purchaser  is  familiar  with  Rule  144,  as  amended,
promulgated  by  the  Securities  and  Exchange  Commission  ("SEC")  under  the
Securities Act ("Rule 144"),  and  understands  the resale  limitations  imposed
thereby and by the Securities Act. Such Purchaser  understands  that the Company
is under no obligation to register any of the securities sold hereunder.

                  (a) FURTHER LIMITATIONS ON DISPOSITION.  Without in any way
limiting the representations set forth above, such Purchaser further agrees not
to make any disposition of all or any portion of the Preferred Shares or the
Conversion Shares unless and until:

                           (i) there is then in effect a registration  statement
         under the  Securities Act covering such proposed  disposition  and such
         disposition is made in accordance with such registration statement; or

                           (ii)(A)  such  Purchaser   shall  have  notified  the
         Company  of the  proposed  disposition  and shall  have  furnished  the
         Company with a statement of the circumstances  surrounding the proposed
         disposition,  and (B) such Purchaser  shall have furnished the Company,
         with an opinion of counsel,  reasonably  satisfactory  to the  Company,
         that such disposition will not require  registration of such securities
         under the Securities Act.

                  (b)      LEGEND.  It is understood that the certificates
evidencing the Preferred Shares and the Conversion Shares will bear the legend
set forth below:

              THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED UNDER
         THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR UNDER THE
         SECURITIES  LAWS  OF  ANY  STATES.  THESE  SECURITIES  ARE  SUBJECT  TO
         RESTRICTIONS ON  TRANSFERABILITY  AND RESALE AND MAY NOT BE TRANSFERRED
         OR RESOLD EXCEPT AS PERMITTED  UNDER THE ACT AND THE  APPLICABLE  STATE


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         SECURITIES  LAWS,  PURSUANT TO  REGISTRATION  OR  EXEMPTION  THEREFROM.
         INVESTORS  SHOULD  BE  AWARE  THAT  THEY  MAY BE  REQUIRED  TO BEAR THE
         FINANCIAL  RISKS OF THIS  INVESTMENT FOR AN INDEFINITE  PERIOD OF TIME.
         THE  ISSUER OF THESE  SECURITIES  MAY  REQUIRE AN OPINION OF COUNSEL IN
         FORM AND SUBSTANCE REASONABLY  SATISFACTORY TO THE ISSUER TO THE EFFECT
         THAT ANY PROPOSED  TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
         ANY APPLICABLE STATE SECURITIES LAWS.

         The legend set forth  above  shall be removed by the  Company  from any
         certificate  evidencing  Preferred  Shares or  Conversion  Shares  upon
         delivery  to  the   Company  of  an  opinion  by  counsel,   reasonably
         satisfactory  to the Company,  that a registration  statement under the
         Securities  Act is at that time in effect with  respect to the legended
         security or that such  security can be freely  transferred  in a public
         sale without  such a  registration  statement  being in effect and that
         such transfer  will not  jeopardize  the  exemption or exemptions  from
         registration  pursuant to which the Company issued the Preferred Shares
         or Conversion Shares.

Section 4.                 MISCELLANEOUS.
                           -------------

4.1. EXPENSES.  Each party shall bear their own expenses incurred in
connection with the transactions contemplated herein.

4.2. SUCCESSORS AND ASSIGNS.  The provisions of this Agreement shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and  assigns,  except that the  Company may not assign or  otherwise
transfer any of its rights under this Agreement.

4.3. TEXAS LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

4.4. COUNTERPARTS;  EFFECTIVENESS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures  thereto and hereto  were upon the same  instrument.  This  Agreement
shall become  effective  when the Purchasers and the Company shall have received
counterparts hereof signed by all of the parties hereto.

                            [SIGNATURE PAGE FOLLOWS]


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their  respective  authorized  officers on the date first above
written.

COMPANY:

MICROGRAFX, INC.

By:      /S/ JOHN M. CARRADINE
         ---------------------
Its:     CHIEF FINANCIAL OFFICER

PURCHASERS:

GRAHAM PARTNERS, L.P.

By:      /S/MONICA GRAHAM
         ----------------
Its:     GENERAL PARTNER

GIRWOOD FINANCE CORPORATION LIMITED

By:     /S/RAMON GONLAW
        ---------------
Its:    DIRECTOR

A.H. HANNINK AND E.C. HANNINK JT WROS

By:     /S/A.H. HANNINK AND /S/E.C. HANNINK
        -----------------------------------

OCEAN FUND

By:     /S/OSCAR HEIJN
        ---------------
Its:    GENERAL MANAGER


By:     /S/STEVEN SARIGIANIS
        --------------------

By:     /S/OSCAR HEIJN
        --------------

By:     /S/HENDRIK P. VAN PIGGELEN
        --------------------------













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