================================================================================

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


                                   FORM 10-K/A
                               Amendment No. 1 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, 2001

                                       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. [ ]

The aggregate market value of voting stock held by nonaffiliates of the
registrant at October 22, 2001, was approximately $20,189,052.

On October 22, 2001, there were 13,530,077 shares outstanding of the
registrant's Common Stock.
================================================================================

<PAGE>


Micrografx, Inc., a Texas corporation (the "Company"), is filing this Amendment
No. 1 on Form 10-K/A (this "Amendment") to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 2001, which was filed with the
Securities and Exchange Commission ("SEC") on September 28, 2001 (the "Original
Report") in order to provide the information required by Part III of the Form
10-K (Items 10, 11, 12 and 13), which information was omitted from the Original
Report as provided in General Instruction G(3) of the instructions to Form 10-K.
This Amendment speaks as of the original date of filing of the Original Report.

                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

All directors are elected at each annual meeting of the Company's shareholders
for a term of one year and hold office until their successors are elected and
qualified. All executive officers are elected annually by, and serve at the
discretion of, the Company's Board of Directors.

The following table sets forth certain information concerning the executive
officers and directors of the Company:
<TABLE>
<CAPTION>


                                                      SERVED AS
         NAME                              AGE    DIRECTOR SINCE   PRESENT OFFICE HELD IN MICROGRAFX
         ----                              ---    --------------   ---------------------------------
        <S>                                  <C>        <C>               <C>
James L. Hopkins                             53          2000       Chairman of the
8144 Walnut Hill Lane, Suite 1050                                   Board of Directors
Dallas, TX  75231


George W. Macintyre                          55          2000       Director
100 Congress Ave, Suite 600
Austin, TX  78701

P. Michael Sullivan                          47          2000       Director
5009 Sail Creek Drive
Plano, Texas  75093

Russell E. Hogg                              72          1997       Director
Sunnygables, 2 Salsbury Place
South Nyack, NY  10960

John M. Carradine                            43          2000       Director
5215 N. O'Connor Blvd.
Irving, TX  75039


See Item 1 of the Company's Form 10-K filed on September 28, 2001 for
information concerning executive officers.
</TABLE>
<PAGE>
James L. Hopkins has served as the President, Chief Executive Officer and
Chairman of the Board of Directors since October 2000. From 1999 through 2000,
Mr. Hopkins served as the managing director of the Austin office of Hoak,
Breedlove, Wesneski & Co., a boutique technology investment banking company.
From 1991 through May 1999, Mr. Hopkins held a variety of positions with STB
Systems, Inc., leading to the position of Vice President of Strategic Marketing
and Chief Financial Officer. STB was a developer of graphic subsystems for
personal computers. When STB was acquired by 3dfx Interactive, Inc. in May 1999,
Mr. Hopkins assumed the position of Vice President of Finance and Strategic
Planning for 3dfx for a short transition period before joining Hoak, Breedlove.
Mr. Hopkins remains on the Board of Directors for 3dfx, as well as two
early-stage privately-held software companies.

George W. Macintyre has served as the President and Chief Executive Officer of
Adhesive Software Inc., an Austin, Texas-based software company focused on the
development of solutions for deploying and managing complex Web sites since
August 2000. From March 1998 to July 2000, he was Senior Vice President of
Corporate Strategy of Inprise/Borland, a provider of Internet access
infrastructure and application development tools. From February 1997 to
December, 1998, he was Executive Vice President at MCSB Technology Corporation,
a server performance enhancement software company. From February 1994 to January
1997 he was Vice President of Marketing and Business Development at Open
Connectivity Systems, Inc., a connectivity software company.

Since September 1997, P. Michael Sullivan has been an independent businessman
and financial and management consultant. From January 1997 to September 1997, he
was Senior Vice President and Chief Financial Officer of ErgoBilt, Inc., a
developer, manufacturer and marketer of customized ergonomic products for
businesses and home offices. From September 1996 to January 1997, Mr. Sullivan
was a financial consultant to ErgoBilt, Inc. From 1978 to September 1996, Mr.
Sullivan was Vice President, Chief Financial Officer, Secretary and Treasurer
for USDATA Corporation, a software, systems and consulting company for
information systems that supervise, monitor and control manufacturing and other
automated processes. Mr. Sullivan is a certified public accountant in the State
of Texas.

Russell E. Hogg is the Chairman and Chief Executive Officer of Hogg
International Associates, a global financial service company whose clients draw
upon global expertise in the areas of finance, strategic marketing and "back
room" operations, located in Nyack, New York. Mr. Hogg joined the Board of
Directors in May 1997 and served as the Chairman of the Board from 1997 to 2000.
In the past, he served as a consultant to the National Academy of Sciences
sub-committee that evaluated and documented the shortcomings within the Internal
Revenue Service telecommunications and processing modernization project and as a
board member for several major corporations. Mr. Hogg is the Chairman of the
Institute for International Sports, sponsor in 1993 of the inaugural World
Scholar-Athlete Games. From 1980 to 1989, Mr. Hogg was the Chief Executive
Officer for MasterCard.

John M. Carradine is the Chief Financial Officer of HealthAxis Inc., an Irving,
Texas based software and data services company that develops, implements, and
operates web-enabled technology solutions exclusively for health insurance
enterprises. Mr. Carradine was Chief Financial Officer and Treasurer for
Micrografx, Inc. from October 1998 to April 2001. Since October 1999, Mr.
Carradine has also served as the Corporate Secretary of Micrografx. Prior to his
joining Micrografx, Mr. Carradine was the Chief Financial Officer and Treasurer
of Intellicall, Inc., a publicly held telecommunications company, where he held
various financial positions for eight years. From 1983 to 1990, Mr. Carradine
was with Computer Language Research, Inc., a data services and software company
where he served as Treasurer. Mr. Carradine is a certified public accountant in
the State of Texas.
<PAGE>

SECTION 16(A) COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the SEC. Officers, directors
and greater than 10% shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on its
review of the copies of such forms received by it or written representations
from certain reporting persons the Company believes that, during the fiscal year
ended June 30, 2001, all filing requirements applicable to its officers,
directors, and greater than 10% beneficial owners were complied with, except for
Messrs. Hopkins and DeWitt.



ITEM 11.          EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the compensation
of the Company's Chief Executive Officer and each of the four other most highly
compensation executive officers (and one former executive officer) collectively,
the "Named Executive Officers" during the fiscal year ended June 30, 2001.
<TABLE>
<CAPTION>

                                                 ANNUAL COMPENSATION           LONG-TERM COMPENSATION AWARDS
  NAME/PRINCIPAL POSITION    YEAR ENDING      SALARY ($)(1)    BONUS      RESTRICTED     OPTIONS/      ALL OTHER
                                                                           STOCK        SARS (#)(2)     COMP. (3)
<S>                             <C>                <C>            <C>         <C>              <C>          <C>
James L. Hopkins,               2001           $  149,423     $  40,055   $ 221,900        250,000      $   2,625
Chief Executive Officer         2000           $        -     $       -           -              -      $       -
and President                   1999           $        -     $       -           -              -      $       -

Kenneth Carraher,               2001           $  200,000     $  69,900   $  36,563              -      $   3,072
President of EPM Solutions      2000           $  205,539     $  20,813           -         85,000      $   5,434
                                1999           $  129,231     $  49,244           -          8,000      $   4,025

Gary J. Klembara,               2001           $  198,462     $ 120,765   $  28,125         50,000      $   2,625
Executive Vice President,       2000           $        -     $       -           -              -      $       -
EPM Sales                       1999           $        -     $       -           -              -      $       -

David Wright, Vice              2001           $  170,000     $  59,792   $  16,875              -      $   4,468
President - Marketing           2000           $  170,000     $  43,750           -              -      $       -
                                1999           $        -     $       -           -              -      $       -

Douglas Richard, Prior          2001           $  193,716     $       -           -              -      $   3,772
Chief Executive Officer         2000           $  270,508     $  13,125           -        175,000      $   4,372
                                1999           $  250,000     $  78,338           -         43,300      $   4,142

Chris Hughes, Vice              2001           $  147,148     $  45,899   $  11,250         21,000      $   4,379
President Technical             2000           $  145,000     $  34,282           -              -      $   3,674
Graphics                        1999           $  120,000     $  23,190           -              -      $   2,749

</TABLE>
(1)  Includes amounts of base salary deferred at the election of the executive
     pursuant to the Company's 401(k) Savings Plan, a defined contribution plan.
(2)  The Stock Option Plan authorizes the issuance of stock appreciation rights
     ("SARs") but no SARs were issued by the Company as of June 30, 2001.
(3)  All other compensation includes company contributions to match amounts
     deferred pursuant to the Company's 401(k) Savings Plan.
<PAGE>


GRANTS OF OPTIONS

The following table sets forth details regarding stock options granted to the
Named Executive Officers during fiscal year 2001. In addition, there are shown
the "option spreads" that would exist for the respective options granted based
upon assumed rates of annual compound stock appreciation of 5% and 10% from the
date the options were granted over the full option term. The Company did not
grant any SARs in fiscal year 2001.
<TABLE>
<CAPTION>


                                  OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                         % OF TOTAL
                                          OPTIONS/
                                            SARS                                    POTENTIAL REALIZABLE VALUE
                           OPTIONS/      GRANTED TO    EXERCISE OR                  AT ASSUMED ANNUAL RATES OF
                         SARS GRANTED   EMPLOYEES IN   BASE PRICE     EXPIRATION     STOCK PRICE APPRECIATION
         NAME               (1) (#)      FISCAL YEAR      ($/SH)         DATE           FOR OPTION TERM (2)
-----------------------  ------------    -----------    ----------     ---------    ----------------------------
                                                                                       5% ($)        10% ($)
                                                                                       ------        -------
<S>                             <C>            <C>            <C>           <C>           <C>            <C>
James L. Hopkins (3)           250,000         17.17%       $0.8438        3/23/11      $132,665       $336,200
Doug Richard                        --             --            --             --            --             --
Gary Klembara                   50,000          3.43%       $0.8438        3/23/11      $ 26,533       $ 67,240
Kenneth Carraher                    --             --            --             --            --             --
John Carradine (4)                  --             --            --             --            --             --
David Wright                        --             --            --             --            --             --
Chris Hughes                    21,000          1.44%        $1.031        7/27/10      $ 13,616       $ 34,506
</TABLE>

(1)  These amounts represent certain assumed rates of appreciation only. Actual
     gains, if any, on stock option exercises are dependent upon the future
     performance of the Company's Common Stock, overall market conditions and
     the executive's continued employment with the Company. The amounts
     represented in this table may not necessarily be achieved.
(2)  Options vest generally in increments of 25% annually. The options have a
     term of ten years, unless they are exercised or expire upon certain
     circumstances set forth in the Stock Option Plan, including retirement,
     termination in the event of a change in control, death or disability. All
     of the options granted to executives were granted under the Company's 1995
     Incentive and Nonstatutory Stock Option Plan.
(3)  Mr. Hopkins was granted an option to purchase 500,000 shares of Micrografx
     common stock but has waived his right under his employment agreement to
     receive stock options for 250,000 of these shares.
(4)  John  Carradine  was not  granted  any  options  under the  Company's  1995
     Incentive and Nonstatutory  Stock Option Plan.  However,  Mr. Carradine was
     granted options under the 1995 Director Plan.

<PAGE>

EXERCISES OF OPTIONS

The following table sets forth information with respect to the Named Executive
Officers concerning the exercise of options during fiscal year 2001 and
unexercised options and SARs held as of June 30, 2001. No SARs were exercised by
the Named Executive Officers during fiscal 2001.
<TABLE>
<CAPTION>

                              AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                       FISCAL YEAR END OPTION/SAR VALUES

                                                                         NUMBER OF         VALUE OF UNEXERCISED
                                                                        UNEXERCISED            IN-THE-MONEY
                                                                      OPTIONS/SARS AT        OPTIONS/SARS AT
                         NUMBER OF SHARES                                FY-END (#)             FY-END ($)
                       ACQUIRED ON EXERCISE                             EXERCISABLE/           EXERCISABLE/
NAME                            (#)            VALUE REALIZED($)       UNEXERCISABLE         UNEXERCISABLE(1)
----                            ---            -----------------       --------------        ----------------
<S>                              <C>                   <C>                  <C>                   <C>
James L.  Hopkins                  --                     --             --/250,000            --/$101,550
Doug Richard                       --                     --                --/--                 --/--
Gary Klembara                      --                     --              --/50,000             --/$20,310
Kenneth Carraher                   --                     --            83,719/77,750             --/--
David Wright                       --                     --            18,750/56,250             --/--
John Carradine(2)                  --                     --                --/--                 --/--
Chris Hughes                       --                     --            39,600/38,600         $3,449/$1,150
</TABLE>

(1)  Values are stated  based upon the  closing  price of $1.25 per share of the
     Company's Common Stock on the  over-the-counter  bulletin board on June 29,
     2001, the last trading day of fiscal 2001.
(2)  John  Carradine  was not granted any options  during fiscal year 2001 under
     the Company's 1995 Incentive and Nonstatutory  Stock Option Plan.  However,
     Mr. Carradine was granted options under the 1995 Director Plan.


EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL PROVISIONS

The Company is a party to an employment agreement with its Chairman of the
Board, President and Chief Executive Officer, James L. Hopkins. The agreement is
for a term of one year, commencing October 16, 2000 and may be automatically
renewed annually for an additional term of one year. Under the terms of the
agreement, Mr. Hopkins is paid an annual salary of $210,000. Mr. Hopkins also is
eligible to earn a performance bonus in the amount of 4% of the Company's annual
pre-tax, pre-bonus income up to a maximum of $240,000 per year. Under the terms
of the agreement, Mr. Hopkins was also entitled to receive a hiring bonus of
$340,000 payable in cash, less customary employment taxes on January 10, 2001.
As a condition to entry into the employment agreement, the Company also entered
into a stock purchase agreement with Mr. Hopkins providing for the purchase of
500,000 shares of the Company's restricted Common Stock at a price of $0.44 per
share, the closing price on January 10, 2001. The stock will become unrestricted
ratably over a four-year period provided that Mr. Hopkins remains employed by
the Company.
At June 30, 2001, neither the hiring bonus had been paid nor the shares of stock
paid for, although the Company had as of that date expensed or recorded as
deferred compensation the hiring bonus, and recorded a receivable for the stock
in the amount of $220,000 as an offset to the hiring bonus. The employment
agreement contains customary non-disclosure and non-compete provisions. If Mr.
Hopkins' employment is terminated without cause following a change of control or
corporate transaction, each as defined in the employment agreement, he will
receive: (i) severance benefits equal to his current base salary and bonus; (ii)
immediate vesting of all outstanding stock options and (iii) payment of all
accrued and unpaid vacation pay. In addition, on consummation of the merger with
Calgary I Acquisition Corp., Mr. Hopkins will receive: (i) forgiveness of debt
relating to his relocation expenses and (ii) immediate vesting of his unvested
the Company restricted shares. Mr. Hopkins currently holds unvested stock
options for 250,000 shares of the Company Common Stock and 400,000 unvested
restricted shares of the Company Common Stock. Mr. Hopkins waived his right
under his employment agreement to be granted an additional stock option for
250,000 shares of the Company Common Stock.

The employment agreement between the Company and Kenneth A. Carraher, President
of the Enterprise Process Management Business Unit, is for a term of three years
commencing November 1, 2000. Under the terms of the agreement, Mr. Carraher is
paid an annual salary of $200,000. Mr. Carraher also is eligible to earn an
annual bonus as approved by the board of directors. The agreement contains
customary non-disclosure and non-compete provisions. If Mr. Carraher's
employment is terminated without cause following a change of control or
corporate transaction, each as defined in the employment agreement, he will
receive: (i) severance benefits equal to two times the sum of his current base
salary and bonus; (ii) immediate vesting of all outstanding stock options and
(iii) payment of all accrued and unpaid vacation pay. In addition, if these
payments and benefits triggered by a change of control result in the imposition
of a 20% excise tax on Mr. Carraher, the agreement provides that the Company
will reimburse him for 150% of the taxes.

The Company has entered into an employment agreement with Mr. Klembara that
provides for Mr. Klembara's employment as Executive Vice President of Sales.
Under the terms of the agreement, Mr. Klembara is paid an annual salary of
$200,000. Mr. Klembara is also eligible to earn an annual bonus calculated under
a formula set forth in his employment agreement. The agreement contains
customary non-disclosure and non-compete provisions. If Mr. Klembara's
employment is terminated without cause, or is terminated by Mr. Klembara on a
change of control, Mr. Klembara will be entitled to receive as a severance
payment an amount totaling his annual base salary.

Employment agreements with Gary J. Klembara, executive vice president, sales,
and Greg DeWitt, chief financial officer of the Company, provide that if their
employment is terminated without cause following a change of control, severance
pay is owed up to one year's salary and bonus, plus limited continuation of
benefits.

Each of Chris Hughes, David Wright, Paul McIntosh, and Ed Maddock, each an
"executive" is a party to an Executive Severance Agreement. Under the terms of
the agreement, if, (i) during the two year period following the occurrence of a
change in control, an executive`s employment is terminated by the Company for
not reason or any reason other than for cause or by the executive for good
reason or (ii) during the thirty day period before the occurrence of a change in
control, the executive's employment with the Company is terminated by the
Company for no reason or for any reason other than for cause, the executive will
receive a severance package consisting of (i) the executive's highest base
annual salary rate during his employment with the Company, (ii) to the extent
not previously paid, any compensation previously deferred by the executive and
any accrued vacation pay and (iii) for a period of twelve months following the
effective date of the termination of employment, the executive would be eligible
for participation in and would receive, at the Company's expense, all benefits
under such benefit plans, practices, policies and programs of the Company that
provide medical, disability, prescription, dental or life insurance coverage to
same extent as prior to the effective date of the termination. In the event that
continued participation is prohibited under the terms of such plans or programs,
the Company is obligated to acquire, at its own expense, individual insurance
policies providing comparable coverage for the executive. However, if during the
two year period following a change in control, (i) the executive's employment is
terminated by the Company for cause, (ii) the executive dies, (iii) the
executive is permanently and totally disabled or (iv) the executive voluntarily
terminates his employment for reasons other than a good reason, then the Company
is not obligated to pay the executive a severance package.

In addition, upon a change in control, all unvested options and restricted stock
will immediately vest. The executive has the option to either exercise such
options or put all or any portion of such vested stock options to the Company
for a lump sum cash payment equal to the higher of the difference between the
stock option exercise price and the closing market price of the Company's Common
Stock on the date of the put, or the aggregate consideration per share received
by the Company in the transaction which resulted in a change in control.

COMPENSATION OF DIRECTORS

During the fiscal year ended June 30, 2001, each director who is not an employee
of the Company received an annual retainer of $20,000. Each director also
received a fee of $10,000 for attending all board and committee meetings held
during the year. In addition, each committee chairperson received an annual fee
of $3,000. All directors are reimbursed for travel and other expenses incurred
in attending such meetings. For the fiscal year ended June 30, 2001, the Company
paid all of the above fees by granting stock options pursuant to the Company's
1995 Director Option Plan (the "1995 Director Plan"), described below.

All non-employee directors are eligible to participate in the 1995 Director
Plan. The 1995 Director Plan provides that on each October 1, after the
completion of one year of service, each eligible director will be entitled to
receive an option for 10,000 shares of Common Stock at an exercise price equal
to the fair market value of the Common Stock on the date of grant. Each option
granted under the 1995 Director Plan becomes exercisable at the rate of 25% per
year commencing on the first anniversary of the date of grant. During the fiscal
year ended June 30, 2001, there were no directors eligible at October 1, 2000
for the grant.

Non-employee directors of the Company have the ability to substitute
non-statutory options for cash fees that reduced the cash cost to the Company
associated with compensation of its non-employee directors. Under the plan, such
options (unlike the annual grants) would not expire upon termination of a
non-employee director's board service, but would continue in effect for a term
of five years from the date of grant. The plan requires that each non-employee
director must make a semi-annual irrevocable election prior to April 1 and
October 1 (the "Option Election Dates") of each year to participate in this
feature for the six month period following each Option Election Date. Options
granted in lieu of cash fees are granted at the present value of the grant at
date of grant under the Black-Scholes option pricing model for each $1.00 of
cash director's fees which would otherwise be paid, and have an exercise price
equal to the fair market value of the Company's Common Stock on the Option
Election Date of each semi-annual period in question, exercisable in increments
of 25% per year for a term of five years. During fiscal year 2001, under the
stock-in-lieu of compensation provisions, the following options were granted:

o    Mr. Hogg received  options to purchase 20,000 shares with an exercise price
     of $1.03,
o    Mr. Hogg received  options to purchase 25,000 shares with an exercise price
     of $0.44,
o    Mr.  MacIntyre  received options to purchase 20,000 shares with an exercise
     price of $1.03,
o    Mr.  MacIntyre  received options to purchase 25,000 shares with an exercise
     price of $0.44,
o    Mr.  Sullivan  received  options to purchase 20,000 shares with an exercise
     price of $1.03,
o    Mr.  Sullivan  received  options to purchase 25,000 shares with an exercise
     price of $0.44,
o    Mr.  Carradine  received options to purchase 11,667 shares with an exercise
     price of $0.88, and
o    Mr.  Carradine  received options to purchase 19,231 shares with an exercise
     price of $0.44.

The plan also provides for immediate vesting of all unexercisable options
granted under the 1995 Director Plan upon the occurrence of certain events
resulting in a change in control of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee during the fiscal year ended June 30,
2001 (i) was an officer or employee of the Company or any of its subsidiaries,
(ii) was formerly an officer of the Company or (iii) had any relationship
requiring disclosure pursuant to Item 404 of Regulation S-K.
<PAGE>

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and notes thereto set forth certain information with respect
to beneficial ownership of the Company's Common Stock as of September 30, 2001
by:
(i) each person known by the Company to own beneficially more than 5% of the
presently outstanding Common Stock,
(ii) each director of the Company,
(iii)each of the Named Executive Officers and
(iv) the present directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>

                                                        COMMON STOCK         PERCENT OF OUTSTANDING
NAME                                               BENEFICIALLY OWNED(1)         COMMON STOCK(2)
----                                               ---------------------         ---------------
<S>                                                     <C>                         <C>
The Lake Fund (3)
Roemer Visscherplein
2106 AG Heemstede                                       2,354,000                  17.4%
The Netherlands
James L. Hopkins                                          500,000                   3.7%
Russell Hogg                                               58,750                   *
George W. Macintyre                                            --                   *
P. Michael Sullivan                                        25,848                   *
John M. Carradine                                          19,582                   *
Kenneth A. Carraher                                       262,244                   1.9%
Gary J. Klembara                                           50,000                   *
Chris Hughes                                               97,146                   *
David Wright                                               50,750                   *
Douglas Richard (4)                                       144,400                   1.1%
All directors and executive officers as a group         1,171,891                   8.7%
(11 people)
</TABLE>

* Represents less than 1% of the outstanding Common Stock.
<PAGE>
(1)  Except as otherwise indicated, the persons named in the table have sole
     voting and investment power with respect to the shares of Common Stock
     shown as beneficially owned by them. Beneficial ownership as reported in
     the above table has been determined in accordance with Rule 13d-3 of the
     Exchange Act.
(2)  The percentages are based upon 13,530,077 shares outstanding as of October
     22, 2001, except for certain parties who hold presently exercisable options
     to purchase shares. The percentages for those parties who hold options that
     are presently exercisable or exercisable within sixty days of June 30,
     2000, are based upon the sum of 13,530,077 shares plus the number of shares
     subject to options that are presently exercisable or exercisable within
     sixty days of October 22, 2001, held by each of them respectively, as
     indicated in the following notes.
(3)  Information  with respect to the Lake Fund was obtained from a Schedule 13D
     filed with the SEC.
(4)  Mr.  Richard  resigned as chief  executive  officer of Micrografx in August
     2000. He is currently retained as a consultant.


ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no transactions that are required to be disclosed.

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

         (a)(3) The following exhibit is filed as part of this report

10.1 Employment  Agreement  dated October 16, 2000 between the Company and James
     L. Hopkins.
<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 October 25, 2001.

                      MICROGRAFX, INC.

                      By:      /S/ JAMES L. HOPKINS
                               -----------------------------------
                               James L. Hopkins
                               Chief Executive Officer and President
                               (Principal Executive Officer)

                      By:      /S/ GREG DEWITT
                               ---------------------------
                               Greg DeWitt
                               Chief Financial Office and Treasurer
                               (Principal Financial Officer)

                      By:      /S/ SARAH C. SUTTON
                               ---------------------------
                               Sarah C. Sutton
                               Corporate Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities indicated.
<TABLE>
<CAPTION>


            SIGNATURE                                   TITLE                                   DATE
        <S>                                     <C>                                             <C>

/s/ JAMES L. HOPKINS                    Chairman of the Board of Directors                  October 25,  2001
-----------------------------------
James L. Hopkins

/s/ RUSSELL HOGG                        Director                                            October 25,  2001
-----------------------------------
Russell Hogg

/s/ GEORGE W. MACINTYRE                 Director                                            October 25,  2001
-----------------------------------
George W. Macintyre

/s/ P. MICHAEL SULLIVAN                 Director                                            October 25,  2001
-----------------------------------
P. Michael Sullivan

/s/ JOHN M. CARRADINE                   Director                                            October 25,  2001
-----------------------------------
John M. Carradine
</TABLE>
<PAGE>
                                 EXHIBIT INDEX

10.1 Employment  Agreement  dated October 16, 2000 between the Company and James
     L. Hopkins.
<PAGE>

EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT
                 (THIS AGREEMENT REQUIRES MANDATORY ARBITRATION)

This Employment Agreement is made by as of this _16th_ day of October, 2000,
(this "Agreement") and is between MICROGRAFX, INC., a Texas corporation, having
a principal place of business at 8144 Walnut Hill Ln, Suite 1050, Dallas, Texas
75231 hereinafter referred to as the "Employer," and Jim Hopkins, hereinafter
referred to as the "Employee.

"NOW, THEREFORE, Employee agrees to be employed by Employer, and to be bound by
the restrictive covenants contained herein, pursuant to the terms of this
Agreement. In consideration of the mutual promises and benefits to be received
by Employer and Employee, the receipt and sufficiency of which consideration is
hereby acknowledged, the Employer and Employee hereby agree as follows:

ARTICLE I
                                   EMPLOYMENT

A.   TERM. Subject to the provisions hereof,  Employer agrees to employ Employee
     and Employee agrees to remain in the employment  -------------  of Employer
     for a period of at least one (1) year from and after the date hereof.  Term
     to be  automatically  renewed  annually  on  the  anniversary  date  for an
     additional term of one (1) year.

B.   PLACE OF EMPLOYMENT. Employer and Employee agree that Employee will perform
     all duties necessary to fulfill his obligations  pursuant to this Agreement
     from a location  in and around  Dallas,  Texas.  Employer  will not require
     Employee to relocate either his residence or business  address outside such
     area as a condition of continued  employment or to receive compensation for
     Employee's services, as contemplated by this Agreement.

C.   DUTIES.  Employee shall serve as the President and Chief Executive  Officer
     of the Employer or in such other senior executive  position(s) Employer and
     Employee may subsequently mutually determine.

D.   RESTRICTION ON USE OF RIGHTS OR INFORMATION OF OTHERS. Employee understands
     that  he is  not  expected  or  permitted  to  use  any  trade  secrets  or
     confidential  information  belonging to any former employer or other person
     or company and not now owned by  Employer,  and agrees that he will not use
     such  information in performing  work for Employer.  Employee also confirms
     that his work for Employer  will not violate any  agreements  that Employee
     has with any former employer or other person or company.

E.   COMPENSATION.
1.   Employee will be paid annual base compensation of not less than Two Hundred
     Ten Thousand Dollars ($210,000) per year for each year of employment, to be
     reviewed  consistent  with  Employer's  practices and in any event not less
     than annually, and prorated over partial years.

2.   Employee  will receive a Hiring  Bonus in the amount of  $340,000,  100% of
     which is to be paid in cash,  less customary  employment  taxes, on January
     15th,  2001 and earned  ratably over a four-year  period  beginning on that
     date.

3.   Employee  agrees to enter into a Stock Purchase  Agreement with Employer on
     January  15th,  2001 in which  Employee  agrees to purchase  directly  from
     Employer 500,000 shares of Micrografx,  Inc. restricted common stock at the
     public  market   closing  price  on  that  date.  The  stock  shall  become
     unrestricted according to the following schedule:

i.   100,000 shares will become  unrestricted and available for sale if Employee
     is employed by employer on January 15th, 2001
ii.  an additional  100,000  shares will become  unrestricted  and available for
     sale if Employee is employed by Employer on January 15th, 2002
iii. an additional  100,000  shares will become  unrestricted  and available for
     sale if Employee is employed by Employer on January 15th, 2003
iv.  an additional  100,000  shares will become  unrestricted  and available for
     sale if Employee is employed by Employer on January 15th, 2004
v.   the final 100,000 shares will become unrestricted and available for sale if
     Employee is employed by Employer on January 15th, 2005
vi.  In the event of a Change of  Control  as  defined  in this  agreement,  all
     500,000  shares will become  unrestricted  one day prior to the date of the
     Change of Control.
vii. Should  Employee  voluntarily  leave Employer prior to January 15th,  2005,
     Employer may, at its option, cancel any shares remaining restricted.

1. Should the Company be financially unable to pay the Hiring Bonus on the due
date, the Company will issue the shares of common stock on that date to Employee
as an advance against the Hiring Bonus until such time as the Hiring Bonus
amount is paid in full.

2. Employee will be eligible to earn a Performance Bonus in the amount of 4% of
Employer's annual pre-tax, pre-bonus income up to a maximum of $240,000 per
year. The first $340,000 earned from the Performance Bonus will be used to
reimburse Employer for the Hiring Bonus. Once the Hiring Bonus has been repaid
from Performance Bonus earnings, all future Performance Bonus amounts will be
paid in cash, less customary payroll taxes, within 30 days after the end of
Employer's fiscal year.

3. Employer will grant Employee 500,000 Stock Appreciation Rights, Stock Options
or other derivative acceptable to Employee under mutually-agreed to terms and
conditions. The grant shall occur on or before January 15, 2001. The Securities
granted shall have performance or time-based criteria for vesting.

4. Employee is entitled to receive realtor fees, closing costs and direct moving
costs associated with the relocation from his current residence to the Dallas
area. Repayment of those fees are contingent upon Employee's continued
employment with Employer, and are to be ratably earned over twelve months
beginning in January, 2001.

i.                  In the event of a Termination Without Cause, or a Change of
                    Control as defined herein, 100% of such fees and costs are
                    earned on either the (1) Date of Termination or (2) Date of
                    the Change of Control, whichever is applicable.
ii.                 In the event Employee voluntarily terminates his employment
                    with Employer, Employee would be obligated to repay paid but
                    unearned portion of any such fees.

A.   EMPLOYMENT  BENEFITS.  Employee  will be  covered by and  eligible  for all
     benefits of employment  generally available to other employees of Employer,
     as specified  in  Employer's  personnel  policies,  manuals and  handbooks,
     provided  that  vacation   benefits  will  be  consistent  with  Employer's
     practices  for  employees,  but in no event  less than four weeks per year,
     either as vacation or as part of a flexible time off policy.

B.   INDEMNIFICATION  OF EMPLOYEE:  The Company shall indemnify  Employee in his
     capacity  as an  employee  and/or  Director  of  any  foreign  or  domestic
     corporation,   trust,  partnership,  joint  venture,  sole  proprietorship,
     employee benefit plan,  other  enterprise,  or duties,  against any and all
     liability and expenses that may be incurred by Employee in connection  with
     any action, suit,  investigation,  or proceeding arising out of or relation
     to the performance by Employee of the Companies business.



                                   ARTICLE II
                      NONDISCLOSURE AND PROPRIETARY RIGHTS

         A. NONDISCLOSURE. Employee understands that he will have access to and
will become familiar with various proprietary data and confidential information
of Employer, which may include, but not be limited to, computer software and
hardware, development and analytical tools, algorithms, flow charts, designs,
formulas, patterns, specifications, devices, inventions, processes, know-how and
compilations of information, financial information, records and customer lists
and requirements, which are owned by Employer or which Employer may have in its
possession, and some of which may be trade secrets of Employer (collectively the
"Proprietary Information"). Employee agrees not to disclose any of the
Proprietary Information, directly or indirectly, nor use the Proprietary
Information in any way, either during the term of his employment, or any time
thereafter, except as may be required in the course of his employment with
Employer or except for (i) information which is or becomes generally available
to the public other than as a result of a disclosure by Employee, (ii)
information which Employee reasonably can demonstrate was known to Employee on a
non-confidential basis prior to its disclosure Employer; or (iii) information
which becomes available to Employee on a non-confidential basis from a source
other than Employer, provided that such source is not subject to any prohibition
against transmitting such information.

         B. PROPRIETARY RIGHTS. Employee agrees that he will promptly from time
to time fully inform and disclose to Employer all inventions, designs,
improvements, software, know-how, developments, processes, works and discoveries
created within the reasonable scope of his employment by Employer, which he now
has or may later have during the term of this Agreement that relate to the
actual or anticipated business of Employer or to any experimental work carried
on by Employer, whether conceived by Employee alone or with others and whether
or not conceived during regular working hours (collectively the "Intellectual
Property"). All such Intellectual Property will be the exclusive property of
Employer. Any works developed by Employee will be considered a "work made for
hire" under applicable copyright law, and Employer will have all ownership
rights in such works. Employee confirms and agrees that all Proprietary
Information and Intellectual Property heretofore conceived or developed, in
whole or in part, by him while employed, will be considered a "work made for
hire" under applicable copyright laws and Employer, will have all ownership
rights in such works. If any of such works, whether heretofore conceived and/or
developed or hereafter conceived and/or developed, are not considered a work
made for hire, then Employee agrees to assign to Employer, for no additional
consideration other than the amounts paid to him as an employee, all ownership
rights in such works. Employee agrees to assist Employer in obtaining patents on
all such Intellectual Property that Employer wishes to patent, and copyright
registrations on all Intellectual Property Employer seeks to copyright, and will
execute all documents and do all things necessary to obtain letters patent or
copyright registration for Employer, and protect such rights against
infringement by others.

         All files, records, documents, drawings, materials software, equipment
and similar items relating to the business of Employer, whether prepared by
Employee or otherwise coming into his possession, will remain the exclusive
property of Employer and will not be removed from the premises of Employer
except in the course of performance of Employee's duties for Employer.

         C. LICENSING INTELLECTUAL PROPERTY AND PAYMENT OF ROYALTIES. Employee
agrees that Employer may license others to use any of the Intellectual Property
conceived or developed by Employee, and that his normal wages received are
sufficient consideration for the use and ownership of same by Employer. All
questions as to whether, when, how, and to whom licenses will be granted will be
determined by the sole discretion of Employer. Employee agrees that he is not
entitled to any compensation or consideration for such creation or license of
Intellectual Property other than what is provided in this Agreement.

                                   ARTICLE III
                              RESTRICTIVE COVENANT

         Because Employee has had access to Proprietary Information and
Intellectual Property and will receive specialized training from Employer,
Employee acknowledges that such information and training would provide an unfair
advantage if used to compete with Employer. In order to avoid this, Employee
agrees that upon termination of his employment by employer for cause, Employee
will not directly or indirectly, either as an individual or as a partner or
joint venturer, or as an employee or agent for any person, or as an officer,
director, or shareholder (not including holdings of less than 5% of publicly
traded companies) or otherwise, for a period of two (2) years after the date of
termination of his employment within any actual marketing area of Employer or
any of its subsidiaries or affiliates at the time of termination of Employee's
employment or any anticipated marketing areas that Employee is personally aware
of due to his duties and responsibilities at such time, enter into or engage
generally in competition with Employer in the development or marketing of
personal computer software relating to graphical business applications or
development software that competes with Employer's then current products, sold
or developed in the business units in which employee was employed at any time
hereunder. "Actual marketing area" is understood to mean where the Employer has
a physical presence consisting of a sales representative, office, authorized
dealer, distributor, or authorized training center, or where its products are
being advertised at the time of Employee's termination. Employee also agrees not
to, directly or indirectly, encourage (a) any supplier, distributor or customer
to terminate its relationship with Employer and (b) any other employee of
Employer to terminate his/her employment with Employer. Employee agrees that his
education, experience and abilities are such that he can obtain employment in a
noncompeting business, and that enforcement of this provision will not prevent
Employee from making a living.

                                   ARTICLE IV
                        CERTAIN EMPLOYMENT CONSIDERATIONS

A. TERMINATION BY EMPLOYEE FOR CAUSE. If Employer should breach or fail to
perform, in any material way, any agreement or covenant of Employer as required
by this Agreement, and if such breach, nonperformance or non-observance
continues for a period of ten (10) business days after notice thereof by
Employee to Employer, Employee may thereafter terminate this Agreement upon
three (3) days' written notice to Employer, at the address provided herein or
any subsequent address provided, however, the covenants contained in Articles II
and III will survive such termination. If Employee terminates the Agreement
pursuant to this paragraph, Employee will be entitled to the severance set forth
in paragraph C. below.

B. TERMINATION BY EMPLOYEE WITHOUT CAUSE. In the event Employee terminates this
Agreement without cause at any time during the term of this Agreement, Employee
will forfeit and lose all rights to the Options and any and all rights or
benefits incident to his employment, except as provided in Employer's Option
Plan; provided, however, with respect to all Options or similar rights granted,
Employee shall retain and be entitled to exercise such portion of the Options or
similar rights which are then vested as of the date of such termination, for a
period of exercise extended to the later of 90 days from termination or the end
of the original term hereof.


         C. TERMINATION BY EMPLOYER WITHOUT CAUSE. In the event Employer
terminates the employment of Employee without cause, Employee will be entitled
to receive severance benefits in the amount equal to six (6) months Employee's
then current base salary, plus bonus, plus immediate vesting (with the period of
exercise extended to the later of 90 days from termination or the end of the
original term hereof) of all options or similar rights granted (referred to
herein as "the Accelerated Option Rights"), plus all accrued and unused vacation
pay as Employee's sole and complete compensation arising from such termination.
Employer may also terminate this Agreement at any time after the third
anniversary of the date of this Agreement with or without cause, with no
liability of Employer to Employee. The covenants contained in Articles II and
III will survive any termination for any reason. Payment of the consideration by
Employer to Employee set forth in this paragraph will be the sole and complete
consideration to which Employee is entitled in the event of termination without
cause.

         D. TERMINATION FOLLOWING A CORPORATE TRANSACTION OR CHANGE OF CONTROL.
In the event Employee's employment is terminated without cause resulting from or
following a Corporate Transaction or Change of Control as those terms are
defined herein, Employee will be entitled to receive severance benefits in the
amount equal to one (1) year Employee's then current base salary plus bonus plus
immediate vesting (with the period of exercise extended to the later of 90 days
from termination or the end of the original term hereof) of all options or
similar rights granted (referred to herein as "the Accelerated Option Rights")
plus forgiveness for all unearned relocation costs and living expenses plus all
accrued and unpaid vacation pay as Employee's sole and complete compensation
arising from such termination, in exchange for a release of all claims against
Employer, its successors and affiliates, and the employees, owners,
shareholders, directors, agents and legal representatives of each.

"Change of Control" for purposes of this Agreement shall be deemed to occur: (i)
on the first date that a person or related group of persons, other than Employer
or a person that directly or indirectly controls, is controlled by or is under
common control with the Employer, acquire ownership of twenty-five percent (25%)
or more of Employer's outstanding voting stock pursuant to a tender or exchange
offer which the Board does not recommend that the shareholders of Employer
accept; or (ii) on the fires date within any period of twenty-four (24)
consecutive months or less on which there is effected a change in the
composition of the Board such that a majority of the Board members (rounded up
to the next whole number) ceases to be comprised of individuals who either (a)
have been members of the Board continuously since the beginning of such period
or (b) have been elected or nominated from election as Board members during such
period by at least a majority of the Board members described in clause (a) who
were still in office a the time such election on nomination was approved bye the
Board.

"Corporate Transaction" for purposes of this Agreement shall be deemed to occur
in the event there is; (i) a merger or consolidation of the company in which the
Employer is not the surviving entity, except for a transaction the principal
purpose of which is to change the State of the Employer's incorporation; (ii)
the sale, transfer for other disposition of all or substantially all of the
assets of Employer; or (iii) any reverse merger in which the Employer is the
surviving entity but in which securities possessing more that fifty percent
(50%) of the combined voting power of the Employer's outstanding securities are
transferred to holders different from those who held such securities immediately
prior to such merger.

         E. TERMINATION BY EMPLOYER FOR CAUSE. Employer may terminate this
Agreement at any time within the date three (3) years from the effective date
hereof, upon the occurrence of "cause", as hereinafter defined, without further
liability of Employer to Employee. For purposes of this Agreement, a termination
of the Employee's employment for "cause" by Employer will be defined to mean:

                  (i)      Employee will have committed fraud or dishonesty in
                           connection with his or her duties or in the course of
                           his or her employment with Employer, or other
                           intentional act of fraud or dishonesty which affects
                           Employee's performance of his or her duties;
                 (ii)      Employee will have committed intentional damage to
                           property of  Employer;
                 (iii)     Employee will have committed an intentional wrongful
                           disclosure of Intellectual Property, or disclosed
                           Proprietary Information of Employer or engaged in
                           intentional wrongful competitive activity with
                           Employer;
                  (iv)     Any  misapplication  by Employee of Employer's funds,
                           or any other act of dishonesty  injurious to Employer
                           committed by Employee;
                  (v)      Employee's conviction of a crime involving moral
                           turpitude;
                  (vi)     Employee's breach, non-performance or non-observance
                           of this Agreement following 10 days written notice
                           and failure to take corrective action after having
                           been given the opportunity to do so;
                  (vii)    Any other action by Employee involving willful and
                           deliberate malfeasance or gross negligence in the
                           performance of Employee's duties, provided, however,
                           that in no event will the death, disability or mental
                           incapacity of Employee be deemed a cause for
                           termination for purposes of this Article IV, in which
                           such event Employee will be entitled to the
                           Accelerated Option Rights, and the exercise of all
                           other Options will be governed pursuant to Employer's
                           stock option plans under which the Options are
                           granted.

In reaching any determination of cause hereunder, Employer may act only through
its Board of Directors which will be required to act reasonably and consistent
with past Employer practices and applicable law. Upon reaching a decision that
"cause" exists for the termination of this Agreement, the Board of Directors may
terminate the employment relationship only by giving written notice of such
termination and the basis within the definition above for such determination,
and the termination will take effect immediately.

                                    ARTICLE V
                               GENERAL PROVISIONS

A.   LAW GOVERNING  AGREEMENT;  SUBMISSION TO  JURISDICTION;  AGENT FOR SERVICE.
     THIS AGREEMENT  WILL BE GOVERNED BY AND CONSTRUED  ACCORDING TO THE LAWS OF
     THE STATE OF TEXAS.
B.   ATTORNEYS'  FEES AND COSTS.  If any legal action is necessary to enforce or
     interpret  the  terms  of this  Agreement,  the  prevailing  party  will be
     entitled to reasonable attorneys' fees, costs, and necessary  disbursements
     in addition to any other relief that a court may grant.

C.   INJUNCTIVE RELIEF. Employee agrees that the remedy at law for any breach of
     this  Agreement  will be  inadequate  and that,  in  addition  to any other
     remedies it may have,  Employer will be entitled to temporary and permanent
     injunctive  relief to prevent  the breach of this  Agreement,  without  the
     necessity of proving actual damages.

D.   SURVIVABILITY.  Neither  the  existence  of any claim or cause of action of
     Employee  against  Employer,  whether based on this Agreement or otherwise,
     nor  the  termination  of  Employee's   employment  for  any  reason,  will
     constitute  a defense  to the  enforcement  by  Employer  of the  covenants
     herein.

E.   SEVERABILITY.  If any  court  rules  that  any  part of this  Agreement  is
     unenforceable,  such ruling will not affect the  enforceability of the rest
     of the  Agreement.  In  addition,  any  term  of this  Agreement  regarding
     duration,  geographic  scope,  type of work, or other  restriction  will be
     deemed amended and modified to the extent necessary to make such term valid
     and enforceable within that jurisdiction.

F.   ARBITRATION. Any dispute, controversy or claim arising out of or related to
     this  Agreement,  or the  creation,  validity,  interpretation,  breach  or
     termination of this Agreement,  which is not mutually  resolved by Employer
     and  Employee,  will,  on the written  demand of either  party to the other
     party,  be determined  and settled by mandatory and binding  arbitration in
     Portland,  Oregon,  in accordance with the Commercial  Arbitration Rules of
     the American Arbitration Association.  Any award rendered will be final and
     conclusive upon the parties and any judgment thereon may be enforced in any
     court having  jurisdiction.  Other than those matters involving  injunctive
     relief as a remedy,  or any action  necessary  to enforce  the award of the
     arbitrators, the provisions of this paragraph are a complete defense to any
     suit,  action or other  proceeding  instituted  in any court or before  any
     administrative  tribunal with respect to any dispute,  controversy or claim
     arising out of or related to this  Agreement,  or the  creation,  validity,
     interpretation,  breach or termination of this  Agreement.  Notwithstanding
     anything  herein to the  contrary,  this  paragraph  (F) will  survive  the
     expiration or termination of this Agreement for any reason.



<PAGE>


Executed at Dallas, Texas effective as of the day and year first above written.

                      EMPLOYER:
                      MICROGRAFX, INC.


                      By: /S/ RUSSELL E. HOGG
                          ------------------------------
                      Print Name: RUSSELL E. HOGG
                                  ----------------------
                      Title: BOARD MEMBER
                             ---------------------------



                      EMPLOYEE:  JIM HOPKINS

                      /S/ JIM HOPKINS
                      ----------------------------------