SETTLEMENT, SALE OF TECHNOLOGY, AND LICENSE AGREEMENT

This  Settlement,  Sale  of  Technology,  and  License  Agreement
(hereinafter  "Agreement"), shall be  effective  April  4,  2002,
(herein  "Effective  Date"),  by and  between  Intel  Corporation
("Intel")  and  Intergraph Corporation  and  Intergraph  Hardware
Technologies Company (cumulatively "Intergraph").


                           WITNESSETH:

      Whereas,  Intel develops, manufactures and markets  various
products, including integrated circuits and computer systems; and

       Whereas,  Intergraph  and  Intel  have  been  engaged   in
litigation  pertaining to certain patented  technologies  in  the
Northern District of Alabama, entitled Intergraph Corporation  v.
Intel  Corporation, CV97-N-3023-NE (the "Alabama Case"),  and  in
the Eastern District of Texas, entitled Intergraph Corporation v.
Intel  Corporation,  2:01cv160-TJW, (the "Texas  Case")  but  now
desire to resolve the Alabama Case; and

     Whereas, as a result of mediation and settlement discussions
on  April 3 and 4, 2002, Intergraph and Intel agreed to the  sale
and  assignment of certain technologies, the licensing  of  other
technologies,   and  the  granting  of  certain  warranties   and
representations, together with both parties dismissal of  certain
existing  claims,  and  covenants not to  sue  on  other  similar
claims.

     Now therefore, the parties agree:


                        1.   Definitions

     For  this  Agreement  the parties agree that  the  following
     terms have the following meaning:

1.1  "Architecture  Emulator" shall mean software,  firmware,  or
     hardware  that, through emulation, simulation or  any  other
     process, allows a computer that does not contain a Processor
     having  a first architecture to execute binary code that  is
     capable  of  being executed on a Processor having  a  second
     architecture.

1.2  "Capture Period" means the period up to and including  April
     4, 2012.

1.3  "General  Purpose  Computing  Operating  System"   means   a
     computer  operating  system  primarily  targeted   for   and
     marketed for providing the services and the interaction with
     the  hardware and drivers of a general purpose computer such
     as  a  desktop,  laptop  or  server.   Examples  as  of  the
     Effective Date of this Agreement of General Purpose Computer
     Operating  System include Windows XP, Mac OS, Redhat  Linux,
     Solaris and HP-UX.  Examples of operating systems as of  the
     Effective  Date  of  this Agreement  that  are  not  General
     Purpose   Computer  Operating  Systems  include   Palm   OS,
     pSOSystem and eCOS.

1.4  "Indirect Infringement" means a claim for infringement where
     the accused infringer is not directly infringing the subject
     patent rights, but is in some manner contributing to a third
     party's direct infringement of the subject patent rights by,
     for  example, supplying parts or instructions to  the  third
     party  that as a result of such parts or instructions enable
     the  third  party  to infringe directly the  subject  patent
     rights.  Indirect Infringement includes, without limitation,
     contributory infringement and inducing infringement.

1.5  "Integrated Circuit" means an integrated unit comprising one
     or more active and/or passive circuit elements associated on
     one  or  more substrates, such unit forming, or contributing
     to  the  formation  of, a circuit for performing  electrical
     functions (including, if provided therewith, housing  and/or
     supporting  means).  The definition of "Integrated  Circuit"
     shall  also  include  any  and all  firmware,  microcode  or
     drivers,  if  needed  to  cause  such  circuit  to   perform
     substantially  all  of its intended hardware  functionality,
     whether  or  not  such firmware, microcode  or  drivers  are
     shipped  with such integrated unit or installed at  a  later
     time.

1.6  "Intel  Computer  System"  means  any  Intel  Product  which
     incorporates  all  elements of an Intergraph  System  Patent
     claim, whether or not the elements covered by the claim  are
     purchased contemporaneously or separately from Intel.  Intel
     Computer  System  does  not include  the  combination  of  a
     Processor sold by Intel with a third party's chipset, or the
     combination  of a Processor sold by Intel with  main  memory
     provided by a third party.  Whether an Intel Product  is  an
     Intel Computer System under the Intergraph System Patents is
     determined  on  a claim by claim basis under the  Intergraph
     System Patents.


1.7  "Intel  Patents" means Patents owned or controlled by  Intel
     during  the term of the Agreement and having a first  filing
     date  during the Capture Period, in each case excluding  any
     claims of any such Patents that cover Integrated Circuits or
     any manufacturing processes of any of the foregoing.

1.8  "Intel  Products" means products sold or used internally  by
     Intel.

1.9  "Intergraph  Patents" means all Patents owned or  controlled
     by  Intergraph having a first filing date during the Capture
     Period, other than the Texas Patents;

1.10       "Intergraph System Patents" means U.S. Patents  claims
     37  and  38  of 4,899,275; all claims of 4,933,835  and  all
     claims of 5,091,846.

1.13 "Intergraph  Products" means all software products  sold  by
     Intergraph, but does not include any Architecture Emulators,
     General  Purpose Computing Operating Systems, or  compilers.
     Notwithstanding the above restrictions, Intergraph  Products
     includes  all Intergraph branded products, whether  hardware
     or  software,  currently sold, maintained  and/or  currently
     supported by Intergraph.


1.14 "Processor" means an Integrated Circuit (including,  without
     limitation,   digital  signal  processors,  microprocessors,
     microcomputers,  math  coprocessors,  and  microcontrollers)
     containing functional elements including registers,  control
     logic, decision logic and input/output circuitry coupled  to
     interconnections  such  as  data buses,  address  buses,  or
     control   buses  and  having  a  capability   of   executing
     temporarily  or  permanently stored program instructions  or
     microinstructions, and which also may have included  on  the
     integrated  circuit,  memory, clock circuitry,  input/output
     interface   circuitry,  and/or  other  functions  ordinarily
     associated with or connected to central processing units.

1.15 "Motherboard" means a single printed circuit board  designed
     primarily  for  use  as supporting a  Processor  that  is  a
     central  Processor  of a general purpose computer  and  also
     having:  (i)  at  least  one  cooperating  socket  or  other
     connection  mechanism for a Processor;  (ii)  at  least  one
     cooperating socket or other connection mechanism for a  main
     memory  and (iii) at least one cooperating socket  or  other
     connection mechanism for connecting to an I/O port.

1.16 "OEM  Customer"  means an Intel OEM customer  who  purchases
     Intel  Products for the purpose of incorporating  the  Intel
     Product with its own products, or other products from  Intel
     or   third-parties  for  subsequent  resale  under  the  OEM
     customer's own brand or trade name.

1.17 "Patents"  means all classes or types of patents other  than
     design  patents  (including, without limitation,  originals,
     divisions,  continuations, continuations-in-part, extensions
     or reissues), and applications for these classes or types of
     patents throughout the world that are owned or controlled by
     the  applicable party or any of its Subsidiaries or to which
     such entities have the right to grant licenses, without  the
     payment of royalties or other consideration to a third party
     or parties for the grant of a license, (other than employees
     of the applicable party or its Subsidiaries) and that have a
     first effective filing date during the Capture Period.

1.18 "Subsidiary" means any corporation, partnership, joint
     venture, limited liability company or other entity, now or
     hereafter, in which a party owns or controls (either
     directly or indirectly) the following:

          (a)  an interest sufficient to receive at least thirty
               percent (30%) of the profits and/or losses of such
               entity (in the event that such entity distribute
               its profits or losses); and

          (b)  either of the following:

               (1)  if such entity has voting shares or other
                    voting securities, more than fifty percent
                    (50%) of the outstanding shares or securities
                    entitled to vote for the election of
                    directors or similar managing authority; or

               (2)  if such entity does not have voting shares or
                    other voting securities, more than fifty
                    percent (50%) of the ownership interest that
                    represents the right to make decisions for
                    such entity.

     An entity shall be deemed to be a Subsidiary under this
     Agreement only so long as:

          (x)  the party owning or controlling the interest
               required under subsection (a) above has not
               contractually or otherwise agreed to forfeit any
               part of its share of the profits or losses
               distributed by the entity; and

          (y)  the party owning or controlling the shares,
               securities, or other ownership interest required
               under subsections(b)(1) or (b)(2) above has not
               contractually or otherwise surrendered, limited,
               or in any other way constrained its authority to
               elect the managing authority or make decisions for
               the entity; and

          (z)  all requisite conditions of being a Subsidiary are
               met.

1.21 "Texas Patents" means U.S. Patents 5,560,028; 5,794,003; and
     6,360,313; (2) all foreign counterparts thereof; and (3) any
     other  patent claiming priority from these U.S.  or  foreign
     Patents.

1.22 "Texas Litigation Patents" means U.S. Patents 5,560,028  and
     5,794,003.



                     2.   Pending Litigation

2.1  In  consideration of each party's performance hereunder, the
     parties  agree to dismiss with prejudice the litigation  and
     all  claims against each other pending in the U.S.  District
     Court   for  the  Northern  District  of  Alabama,  entitled
     Intergraph  Corporation v. Intel Corporation, CV97-N-3023-NE
     and  an  interference proceeding pending in the U.S.  Patent
     and  Trademark  Office entitled Sachs v Hull.   The  parties
     agree  to  prepare  and  file  documents  to  terminate  the
     interference  in  a manner not prejudicial to  the  existing
     patent rights of either party.

2.2  The  parties  agree that the Texas Case will be resolved  in
     accordance  with  the  following procedure.   If  the  Texas
     Litigation  Patents are found by the Texas Federal  District
     Court  to  be infringed, not invalid, and enforceable,  then
     Intel  shall pay Intergraph $150 million within thirty  (30)
     days of entry of final judgment.  Intel shall then have  the
     option, in its sole discretion, to take any of the following
     actions:

     (1)  Pay  an  additional $100 million to Intergraph  at  any
     time,  whereupon  Intergraph shall immediately  dismiss  the
     Texas  case  with  prejudice and the license  to  the  Texas
     Patents  granted under the terms of Section 4.2 will  become
     immediately effective.

     (2)  Design around the Texas Litigation Patents and have the
     design around confirmed by the Texas Federal District  Court
     and   implemented  in  the  next  stepping  of  the  accused
     product(s)  after  any  injunction becomes  operative.   The
     parties  agree that any injunction shall be stayed and  will
     not  become operative until the Texas District Court renders
     its decision on Intel's design around.  If Intel elects this
     option  it shall notify Intergraph within 30 days  of  final
     judgment.

     (3)  Appeal  the district court decision.  If the  appellate
     court  affirms the district court's finding of infringement,
     validity   and  enforceability  for  either  of  the   Texas
     Litigation  Patents,  then Intel  shall  pay  Intergraph  an
     additional  $100  million within thirty  (30)  days  of  the
     appellate  court's  decision,  upon  payment  of  which  the
     license  to  the Texas Patents granted under  the  terms  of
     Section  4.4  will  become immediately  effective.   If  the
     appellate  court finds each of the Texas Litigation  Patents
     to  be  not infringed or invalid or unenforceable,  then  no
     additional  payment from Intel shall be  due.   The  parties
     agree  that  any  injunction shall be  stayed  pending  such
     appeal  and  shall be dissolved upon Intel paying  the  $100
     million provided for under this section 2.2(3).

2.3  Intergraph  agrees  that  it will  not  assert  a  claim  of
     infringement  against  Intel or Intel  Customers  under  the
     Texas Patents (other than in the Texas Case), and Intergraph
     agrees  to grant a release to Intel under the Texas  Patents
     of  the same scope as provided for in Section 6.1 upon final
     adjudication of the Texas Case.



                     3.   Sale of Technology

3.1  Intergraph  Hardware Technologies Company  (herein  "IHTC"),
     agrees  to  sell and assign, and Intel agrees  to  buy,  all
     right,  title and interest including the right  to  sue  for
     past  infringements  to the following IHTC  patents  (herein
     "Assigned  Patents"): U.S. 5,432,727; 5,216,297;  5,504,925;
     5,212,454;   5,338,970;  5,499,445;  5,508,640;   5,487,025;
     5,455,528; CA 2105806; DE69318914; GB 0536536; 0477807;  and
     FR  0477809 and 0536536.  IHTC and Intergraph hereby reserve
     a  personal,  non-exclusive,  irrevocable,  perpetual,  non-
     transferable, royalty-free, worldwide license,  without  the
     right  to  sublicense, to make, have made (subject to  4.4),
     import,  offer to sell, and sell products under the Assigned
     Patents.

3.2  In  further consideration of Intel's payment, IHTC agrees to
     assist   and   cooperate  with  Intel  in  the  filing   and
     prosecution  of  any  pending  applications  and/or  further
     continuation or derivative rights pertaining to the Assigned
     Patents.

3.3  The  parties agree that the Assigned Patents do not  pertain
     to the pending litigation between Intel and Intergraph.

3.4  IHTC  hereby sells, assigns, transfers, and conveys to Intel
     all  of  IHTC's  right, title, and interest in  and  to  all
     causes  of  action and enforcement rights, whether currently
     pending,  filed,  or  otherwise, for the  Assigned  Patents,
     including without limitation, all rights to pursue  damages,
     injunctive relief, and other remedies for past, current  and
     future infringement of the Assigned Patents.

3.5  Within thirty (30) days following the Effective Date, IHTC
     shall deliver to Intel (a) an executed patent assignment in
     the form of Exhibit B hereto; and (b) copies of all patent
     files and original documents, owned or controlled by
     Intergraph (including without limitation Letters Patent)
     relating to the Assigned Patents.

3.6  At the reasonable request of Intel, IHTC shall execute and
     deliver any instruments, and do and perform any other acts
     and things as may be reasonably necessary or desirable for
     effecting completely the consummation of the transfers
     contemplated hereby, including without limitation execution,
     acknowledgment, and recordation of any papers. IHTC shall,
     at Intel's reasonable expense, fully cooperate in any
     litigation or proceeding (including but not limited to
     interference proceedings) relating to the Assigned Patents
     (such cooperation including, but not limited to, making
     witnesses available and providing evidence of invention
     dates) to the extent that IHTC is able to do so without
     unreasonably interfering with IHTC's business operations.

3.7  IHTC represents that to IHTC's knowledge with respect to the
     Assigned Patents:

     (a)  no assignments or agreements exist that could prevent,
          delay, or interfere with the sale of Assigned Patents
          to Intel;

     (b)  (i) IHTC is the sole and exclusive legal and beneficial
          owner of all rights, title, and interest in and to the
          Assigned Patents, and IHTC has received no notice or
          claim challenging IHTC's complete and exclusive
          ownership of any of the Assigned Patents or suggesting
          that any person has any claim of legal or beneficial
          ownership with respect thereto; (ii) IHTC has the
          exclusive, unrestricted right to sue for past, present,
          and future infringement of the Assigned Patents; (iii)
          the Assigned Patents are free and clear of any and all
          liens, mortgages, security interests, or other
          encumbrances of title, and restrictions on transfer;
          and (iv) to IHTC's knowledge, there are no actions,
          suits, investigations, claims, or proceedings
          threatened, pending, or in progress relating to the
          Assigned Patents.

     (c)  there are no existing contracts, agreements, options,
          commitments, proposals, bids, offers, or rights with,
          to, or in any person to acquire any of the Assigned
          Patents or any interest therein or to grant any right
          or license therein or thereunder;

     (d)  to IHTC's knowledge, that Intel is not and will not
          hereafter be subject to any covenant not to sue or
          similar restrictions on its enforcement or enjoyment of
          the Assigned Patents as a result of any action taken or
          not taken by IHTC or any prior owner of any of the
          Assigned Patents or any part thereof;

      (e) IHTC has not put a third party on notice of actual or
          potential infringement of any of the Assigned Patents;

     (f)  none of the Assigned Patents have been or are currently
          involved in any reexamination, reissue, or interference
          proceeding, or any similar proceeding, and that, to
          Intergraph's knowledge, no such proceedings are pending
          or threatened;

     (g)  all maintenance fees, annuities, and the like due on
          the Assigned Patents have been timely paid through the
          Effective Date;

     (h)  IHTC has obtained all third party consents, approvals,
          and/or other authorizations required to sell and assign
          to Intel the Assigned Patents and related causes of
          action pursuant to Section 3.

     (i)  (i) none of the Assigned Patents has ever been found
          invalid, unenforceable or misused for any reason in any
          administrative, arbitration, judicial or other
          proceeding; and (ii) IHTC has not received any notice
          that the Assigned Patents may be invalid, unenforceable
          or misused or that a claim to such effect may be
          brought by any person, and  to the knowledge of IHTC,
          the Assigned Patents are valid and enforceable without
          any material qualification, limitation or restriction
          on their use,



                          4.   Licenses

4.1  Intel  Products:   Intergraph  hereby  grants  to  Intel   a
     personal,  non-exclusive,  irrevocable  and  perpetual  non-
     transferable, royalty-free, worldwide license,  without  the
     right to sublicense, under the Intergraph Patents other than
     the Texas Patents and the Intergraph System Patents, to:

          (a) make, use, sell, (directly or indirectly), offer to
     sell, import and otherwise dispose of Intel Products; and

           (b)  make,  have  made (subject to Section  4.4),  use
     and/or  import  any  equipment and practice  any  method  or
     process  for  the manufacture, use, import  and/or  sale  of
     Intel Products; and

           (c)  have made (subject to section 4.4) Intel Products
     by  another  manufacturer for use, import, sale,  offer  for
     sale or disposition by Intel.

     The  license  in this Section is specific to the  Intergraph
     Patents,  other  than the Texas Patents and  the  Intergraph
     System  Patents, and does not create a license to Intel,  or
     an  implied  license to anyone other than Intel,  under  the
     Intergraph System Patents or the Texas Patents.


4.2  Conditional   Texas  License:  Subject  to  the   conditions
     precedent  set forth in Section 2.2, effective as  and  when
     provided in Section 2.2, Intergraph hereby grants to Intel a
     personal,  non-exclusive,  irrevocable  and  perpetual  non-
     transferable, royalty-free, worldwide license,  without  the
     right to sublicense, under the Texas Patents, to:

          (a) make, use, sell, (directly or indirectly), offer to
     sell, import and otherwise dispose of Intel Products; and

           (b)  make,  have  made (subject to Section  4.4),  use
     and/or  import  any  equipment and practice  any  method  or
     process  for  the manufacture, use, import  and/or  sale  of
     Intel Products.

           (c)  have made (subject to Section 4.4) Intel Products
     by  another  manufacturer for use, import, sale,  offer  for
     sale or disposition by Intel.

            (d)  Upon  completion  of  the  applicable  condition
     precedent selected by Intel under Section 2.2(1) through (3)
     final  adjudication of the Texas Case then Intergraph grants
     Intel a license under the Texas Patents of the same scope as
     granted    hereunder    for    the    Intergraph    Patents.
     Simultaneously, the Parties agree to grant releases  of  the
     scope provided in section 6 for the Texas Case and the Texas
     Patents.

     The  conditional license in this Section is specific to  the
     Texas Patents and does not create a license to Intel, or  an
     implied license to anyone other than Intel, under the  Texas
     Patents.

4.3  Intel  Computer Systems:  Intergraph hereby grants to  Intel
     under  the  Intergraph System Patents, on a claim  by  claim
     basis  as  set  forth  in  Section  1.6,  a  personal,  non-
     exclusive,   irrevocable  and  perpetual   non-transferable,
     royalty-free,  worldwide  license,  without  the  right   to
     sublicense, for Intel Computer Systems, to:

          (a) make, use, sell, (directly or indirectly), offer to
     sell,   import  and  otherwise  dispose  of  Intel  Computer
     Systems; and

           (b)  make,  have  made (subject to Section  4.4),  use
     and/or  import  any  equipment and practice  any  method  or
     process  for  the manufacture, use, import  and/or  sale  of
     Intel Computer Systems; and

           (c)  have made (subject to Section 4.4) Intel Computer
     Systems by another manufacturer for use, import, sale, offer
     for sale or disposition by Intel.

     Nothing  in  this license shall be construed as granting  or
     implying  a license as to any claim of an Intergraph  System
     Patent in which the Intel Product as sold by Intel would not
     constitute  an  Intel System Product with  respect  to  that
     claim,  and  it  is  expressly  understood  that  Intergraph
     reserves  all  rights to assert its patents, and  individual
     claims  thereof  against third parties, including  OEMs  and
     other  Intel  customers,  who combine  Intel  products  with
     products  of  third  parties  to  infringe  a  claim  of  an
     Intergraph System Patent.
..




4.4  Have Made Rights.

     (a)  Each  party's rights to have products manufactured  for
          it  by  third parties under the licenses granted  under
          Sections 4.1 through 4.3 and 4.8 above shall apply only
          when  the  designs, specifications and working drawings
          for the manufacture of such products to be manufactured
          by  such  third party are furnished to the third  party
          manufacturer by the party licensed under this Agreement
          ("Licensed Party").

     (b)  The  parties understand and acknowledge that a  party's
          Licensed  Products  may consist of software,  and  that
          software is often distributed to end users by providing
          a single master copy of such software to a distributor,
          replicator,  VAR,  OEM or other agent  and  authorizing
          such  agent to reproduce such software in substantially
          identical  form and distribute it as a product  of  the
          providing  party.  Accordingly, the parties agree  that
          the licenses granted in this Section 4 are intended  to
          apply  to the reproduction and subsequent distribution,
          as  a  product of the providing party, of such software
          Licensed  Products in substantially identical  form  by
          such authorized agent.

     (c)  Upon  written  request of the party to  this  Agreement
          that  grants the relevant license to the Licensed Party
          ("Requesting Party"), the Licensed Party shall,  within
          30   days   of  receiving  such  request,  inform   the
          Requesting Party in writing whether, and if so to  what
          extent,  any manufacturer identified by the  Requesting
          Party  is  manufacturing any Licensed Product  for  the
          Licensed  Party  pursuant to  the  "have  made"  rights
          granted under this Agreement.


4.5  Intergraph  agrees that for the Intergraph Patents  licensed
     hereunder,  Intergraph will not assert a claim  of  Indirect
     Infringement against Intel, but may assert a claim of direct
     infringement  against a third party purchaser  of  an  Intel
     Product,  where  such  a claim of Indirect  Infringement  is
     based  upon  (a)  any activity for which Intel  is  licensed
     under  this  Agreement, or (b) any act  by  Intel  providing
     instructions regarding, or sample designs related to,  Intel
     Products.  Intel agrees that notwithstanding anything to the
     contrary in this Agreement, Intergraph shall have the  right
     to  assert direct or indirect claims of infringement against
     third parties for the combination of Intel Products with any
     third party products.

4.6  No   implied   licenses  are  granted  hereunder.    Nothing
     contained   in   this  Agreement  shall  expressly   or   by
     implication give either party any right to license the other
     party's Patents to others.  No license is granted by  either
     party  either  indirectly  or by implication,  estoppel,  or
     otherwise.   Nor  is  any license granted  hereby  to  third
     parties   (i)   acquiring  any  item  from  Intel   or   its
     Subsidiaries for the combination of Intel Products with  any
     third  party  products  or  (ii)  acquiring  any  item  from
     Intergraph  or  its  Subsidiaries  for  the  combination  of
     Intergraph Products with any third party products.

4.7  Nothing   in  this  Agreement  shall  either  expressly   or
     impliedly give Intel the right to license Intergraph Patents
     to  others or Intergraph the right to license Intel  Patents
     to others.  Nor shall the sale of any Intel Products provide
     or   give  rise  to  an  implied  license,  by  estoppel  or
     otherwise,  in  favor  of third parties  to  any  Intergraph
     Patents  covering  combinations of Intel Products  with  any
     third  party products, nor shall the sale of any  Intergraph
     Products  provide  or  give rise to an implied  license,  by
     estoppel  or  otherwise, in favor of third  parties  to  any
     Intel  Patents covering combinations of Intergraph  Products
     with any third party products.

4.8  Intel  hereby grants to Intergraph under Intel's  Patents  a
     personal,  non-exclusive, irrevocable  and  perpetual,  non-
     transferable, royalty-free, worldwide license,  without  the
     right to sublicense, to:

          (a) make, use, sell, (directly or indirectly), offer to
     sell,  import and otherwise dispose of Intergraph  Products;
     and

           (b)  make, have made, use and/or import any  equipment
     and practice any method or process for the manufacture, use,
     import and/or sale of Intergraph Products; and

            (c)   have   made  Intergraph  Products  by   another
     manufacturer  for  use,  import, sale,  offer  for  sale  or
     disposition by Intergraph.

     This  license shall only apply to Intergraph and  Intergraph
     Products  and shall not be construed to create  any  implied
     license  under  the  Intel  Patents  to  any  third   party,
     including Intergraph's customers.

4.9  Except as provided in Section 4.9(c), the parties understand
     and  acknowledge  that  the licenses granted  hereunder  are
     intended  to cover only the products of the two  parties  to
     this  Agreement, and are not intended to cover manufacturing
     activities  that  either party may undertake  on  behalf  of
     third  parties  (patent laundering activities).   Similarly,
     the  licenses provided under this Agreement are not intended
     to cover services provided by the parties to the extent that
     such  services are provided to or on behalf of a third party
     using  tangible or intangible materials provided  by  or  on
     behalf   of  the  third  party.   Accordingly,  by  way   of
     clarification, the following guidelines are provided to  aid
     the  determination of whether a party's product, in the case
     of Intel, is an Intel Product, or, in the case of Intergraph
     is an Intergraph Product (an Intel Product and an Intergraph
     Product   being  referred  to  collectively  as  a  "Company
     Product") or whether such product is disqualified from being
     a  Company  Product  because circumstances  surrounding  the
     manufacture of the product suggest patent laundering.

     (a)  Products   of   either   party   (including,    without
          limitation,  Application Specific  Integrated  Circuits
          "ASICs"   and   software)  that  otherwise   meet   the
          definition  of  Company  Product  are  disqualified  as
          Company  Products if such products are manufactured  on
          behalf  of  a  third party from designs received  in  a
          substantially  completed form from a  third  party  for
          resale to or on behalf of that party.

     (b)  Products   of   either   party   (including,    without
          limitation, ASICs and software) that otherwise meet the
          definition  of Company Product are not disqualified  as
          Company  Products under the prohibition against  patent
          laundering set forth in this Section if:

          (1)  the  party selling or otherwise disposing of  such
               Company  owns  the design of such product  and  is
               under  no  obligation that restricts the  sale  of
               such Company Product; or

          (2)  the  party  selling  or otherwise  disposing  such
               Company  Product has an unrestricted, royalty-free
               ownership  or license right to the design  of  the
               Company Product.

     (c)  The   guidelines   set  forth  in  this   Section   4.9
          restricting  the  definition of Intel  Company  Product
          shall  not apply to manufacturing methods and processes
          as  licensed  hereunder pursuant  to  Sections  4.1(b),
          4.2(b),  and 4.3(b).  The guidelines set forth in  this
          Section 4.9 restricting the definition of Intel Company
          Products  shall  not  apply to  the  library  tools  or
          standard   cells  of  the  parties  or  their  licensed
          Subsidiaries that either party or any of their licensed
          Subsidiaries incorporates into, or uses to  manufacture
          any standard or custom ASICs that Intel or its licensed
          Subsidiaries manufacture for third party customers.

4.10 (a)   For  purposes of this Section 4.10, "Affiliate"  means
     any  entity  other  than a Subsidiary that  is  directly  or
     indirectly controlled by, under common control with or  that
     controls  the subject party. For purposes of this definition
     control  means direct or indirect ownership of or the  right
     to  exercise  (i)  at  least  fifty  percent  (50%)  of  the
     outstanding  shares or securities entitled to vote  for  the
     election of directors or similar managing authority  of  the
     subject entity; or (ii) at least fifty percent (50%) of  the
     ownership  interest  representing  the  right  to  make  the
     decisions for the subject entity.

     (b)  Notwithstanding  anything herein  to  the  contrary,  a
          party  ("First Party") shall have the limited right  to
          suspend  the  licenses granted under this Agreement  to
          the  other party ("Second Party") with respect to sales
          to an Affiliate of the Second Party if:

          (1)  The Affiliate is a direct or indirect customer of
               the Second Party; and

          (2)  the Affiliate initiates a legal or administrative
               proceeding against the First Party and/or any of
               its Subsidiaries alleging that the First Party
               infringes a patent right of the Affiliate, and

          (3)  the alleged infringing activity would have been
               licensed had the identified patent right been
               owned or controlled by the Second Party.

     (c)  If  the  First  Party  elects to suspend  the  licenses
          granted   under  this  Agreement  pursuant  to  Section
          4.10(b),  the First Party shall give written notice  of
          such  suspension  to the Second Party.  The  suspension
          shall  apply only with respect to the Products  of  the
          Second  Party  that  are sold to such  Affiliate.  Such
          suspension shall be effective sixty (60) days following
          the  date  of such written notice, and shall allow  the
          First  Party to assert a claim of infringement  against
          the  Affiliate that brought the original claim  against
          the Licensing Party.

     (d)  The  Licensing  Party agrees that  it  shall  not  seek
          monetary  damages against the Second Party  but  rather
          shall  look to the Affiliate for monetary damages.  The
          First  Party  shall not assert a patent claim  directly
          against  the Second Party until it has first  exhausted
          its  legal remedies directly against the Affiliate.  If
          the  First Party resolves its patent dispute  with  the
          Affiliate, either through entrance of a judgment or  by
          settlement of the dispute, the First Party agrees  that
          it shall not bring a separate action against the Second
          Party with respect to products sold to such Affiliate.

4.11      Intention for Subsidiaries to be Bound.

     (a)  Except  as  expressly  set forth  herein,  the  parties
          intend that this Agreement shall extend to all of  each
          party's  Subsidiaries.  The parties agree that  to  the
          extent they are not already bound, each party shall use
          reasonable and diligent efforts to ensure that all such
          Subsidiaries are bound by the terms of this Agreement.

     (b)  Each party agrees to take all steps that are reasonable
          and  in  good faith under the circumstances  to  ensure
          that  all Patents directed to inventions that are  made
          by  its employees and/or Patents directed to inventions
          that are made by its contractors during performance  of
          work  paid for by the party, in each case, either alone
          or in conjunction with the employees and/or contractors
          of one or more of its Subsidiaries or third parties (to
          the  extent  legally possible) are licensed under  this
          Agreement.

     (c)  Notwithstanding  the foregoing, however,  both  parties
          understand  and intend that there are circumstances  in
          which a party could reasonably agree in good faith with
          an  independent  third party that the party  would  not
          have  rights to license and/or enforce Patents directed
          to  inventions developed in conjunction with  employees
          and  or  contractors of such third party.  For example,
          both  parties  understand that it could  be  reasonable
          under  the circumstances for a party to agree  in  good
          faith  not  to  have rights to license  and/or  enforce
          Patents directed to inventions that arise out of:   (i)
          bona   fide   joint  development  projects   based   in
          substantial part on the pre-existing technology  of  an
          independent   third  party;  (ii)   bona   fide   joint
          development  projects undertaken with  the  significant
          assistance  of the employees and/or contractors  of  an
          independent third party; or (iii) bona fide development
          projects  funded in substantial part  by  and  for  the
          benefit  of  a  state  or  federal  government   or   a
          university.

     (d)  Either party to this Agreement shall have the right  to
          request a written confirmation or denial from the other
          party  to this Agreement that a specific Subsidiary  is
          (or is not) bound by this Agreement.  A party receiving
          such  a request shall provide such written confirmation
          (including  a  full  explanation  in  support  of  such
          confirmation  or  denial)  within  30  days  after  the
          receipt of the request.

     (e)  In  the  event  that neither a party  nor  any  of  its
          Subsidiaries has the right to grant a license under any
          particular Patent Right of the scope set forth  herein,
          then the license granted herein under such Patent shall
          be  of the broadest scope which the licensing party  or
          any of its Subsidiaries has the right to grant.

      (f) The  parties represent, warrant and covenant that  they
          shall not participate in the creation or acquisition of
          Subsidiaries  where a primary purpose of such  creation
          or  acquisition  is  to  extend the  benefits  of  this
          Agreement  to  a third party and agree  that  any  such
          attempt  to extend such benefits shall not extend  this
          license to such third party or Subsidiary.

     (g)  Notwithstanding  anything  to  the  contrary  contained
          herein,  in the event that either party or any  of  its
          Subsidiaries obtains rights to any Patents  that  would
          be  included within the Patents licensed hereunder  but
          for  the  fact  that such a license would  require  the
          party granting such license to make payments to a third
          party,  such  Patents  shall  be  included  within  the
          Intergraph  Patents or the Intel Patents, as  the  case
          may  be,  if  the party to whom such would be  licensed
          under  this  Agreement  agrees in  a  separate  written
          agreement  to  be  bound by, and protect  such  grantor
          against, those payment obligations.

     (h)  If  a third party has the right to grant licenses under
          a  patent to a party hereto (as a "Licensee") with  the
          consent  of  the  other  party hereto  or  any  of  its
          Subsidiaries,  said  other party  or  its  Subsidiaries
          shall   provide  said  third  party  with  any  consent
          required  to  enable said third party to  license  said
          Licensee  on whatever terms such third party  may  deem
          appropriate.  Each party, on behalf of itself  and  its
          Subsidiaries, waives any right it may have  to  receive
          royalties or other consideration from said third  party
          as  a  result  of said third party's so licensing  said
          Licensee  within  the  scope  of  the  releases  and/or
          licenses granted under Section 4 of this Agreement.


4.15 Each  party  represents and warrants that it  has  the  full
     right and power to grant the licenses and releases herein.

4.16 In  the event that neither Party nor any of its Subsidiaries
     has the right to grant a license under any particular Patent
     of  the  scope  set forth herein, then the  license  granted
     herein  under  such  Patent shall be of the  broadest  scope
     which the licensing party or any of its Subsidiaries has the
     right to grant.

4.17 If  a  third party has the right to grant licenses  under  a
     patent to a party (as a "licensee") with the consent of  the
     other  party  hereto  or any of its Subsidiaries,  then  the
     party  agrees  to provide the third party with  any  consent
     required  to enable the third party to license the  licensee
     on  whatever  terms  such third party may deem  appropriate.
     The  party, on behalf of itself and its Subsidiaries, waives
     any  right  it  may  have  to  receive  royalties  or  other
     consideration from the third party as a result of the  third
     party's  so licensing the licensee within the scope  of  the
     releases and/or licenses granted under  this Agreement.

4.18 If  a  party or one of its Subsidiaries ("First Party") owns
     or  has  the right to enforce or control the enforcement  of
     any  rights in any Patent but such First Party does not have
     the right to license those rights to the other party to this
     Agreement (the "Second Party") hereunder ("Restricted Patent
     Rights"),  then,  if and to the extent that such  Restricted
     Patent  Rights would have been licensed to the Second  Party
     if the First Party had the right to license such patents:

           (a)   the First Party, to the extent it has the  right
     to,  grants to the products licensed hereunder of the Second
     Party  an  immunity  from  suit  for  infringement  of  such
     Restricted Patent Rights of a scope identical to the  rights
     that  would  have been granted hereunder if the First  Party
     had the right to license such Restricted Patent Rights; and

           (b)  the First Party shall not give its assent if that
     assent  is required to allow a third party entity to  assert
     the  Restricted Patent Rights against the products  licensed
     of  the  Second  Party; provided that (i)  this  restriction
     shall  be  dropped  if  the  Second  Party  first  initiates
     litigation  alleging infringement of patent  rights  against
     the  holder of the Restricted Patent Rights, and (ii) in any
     event  the  First  Party  shall  be  free  to  fulfill   its
     preexisting  contractual obligations to  provide  assistance
     and   support   as  may  be  required  under  the   relevant
     contractual agreement.

4.19 In the event that a party or any of its Subsidiaries obtains
     rights  to  any  Patents that would be included  within  the
     Patents  licensed  hereunder but for the fact  that  such  a
     license  would  require the party granting such  license  to
     make  payments  to  a  third party, such  Patents  shall  be
     included within the Intergraph Patents or the Intel Patents,
     as  the  case  may be, if the party to whom  such  would  be
     licensed  under this Agreement agrees in a separate  written
     agreement to be bound by, and protect such grantor  against,
     those payment obligations.

4.20 Nothing contained in this Agreement shall be construed as:

     (a)  a warranty or representation by either of the parties
          to this Agreement as to the validity, enforceability or
          scope of any class or type of Patent Right; or

     (b) a  warranty  or  representation  that  any  manufacture,
          sale,  lease,  use  or  other disposition  of  Licensed
          Products  hereunder will be free from  infringement  of
          any patent rights or other intellectual property rights
          of either party or any third party; or

     (c)   an  obligation  to  furnish  any  technical  or  other
     information or know-how.

 4.21      Intergraph  covenants  not to  sue  Intel  or  Intel's
     customers under the Intergraph System Patents for a  product
     which  contains an Intel Motherboard, unless the  basis  for
     the  assertion  of infringement under the Intergraph  System
     Patents  including the Intel Product is that one or more  of
     the  processing  elements as defined by the  claims  of  the
     Intergraph System Patents is a non-Intel processing element.

4.22 All licenses granted under this Agreement are retroactive as
     of the date they vest.


     EACH  PARTY  HEREBY  DISCLAIMS ANY IMPLIED  WARRANTIES  WITH
     RESPECT TO THE PATENTS LICENSED HEREUNDER, INCLUDING WITHOUT
     LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
     A PARTICULAR PURPOSE.



                5.   Intergraph Licensing Program

5.1  Intel  acknowledges  that Intergraph's  intent  is  to  seek
     payment  for  patent  license  agreements  from  vendors  of
     Computer Systems including OEM Customers.  Intel agrees that
     any   attempt  to  license  such  OEM  Customers  under  the
     Intergraph System Patents by itself shall not be a  material
     breach   of  this  Agreement.   During  the  term  of   this
     Agreement,  Intel  agrees not to interfere  with  any  third
     party  licensing  activity  of  Intergraph  which  does  not
     otherwise   implicate  Section  5.2.   Notwithstanding   the
     foregoing,  Intel  may  respond to specific  inquiries  from
     customers for information pertaining to specific claims made
     by  Intergraph  in any licensing request to  such  customer.
     Intel  agrees to provide Intergraph with copies of  whatever
     materials or documentation relating to the request which its
     supplies   to  its  customer,  contemporaneously  with   the
     dissemination of such information to Intel's customer.   The
     parties  agree  to  execute  an  appropriate  non-disclosure
     agreement for the documents provided.

5.2  Intel  agrees  that  it will not initiate,  fund  or  assist
     others   in  bringing  or  maintaining  a  lawsuit  or   any
     administrative    action    contesting     the     validity,
     enforceability  or  infringement of the  Intergraph  Patents
     except where Intel has received a notice of indemnity  which
     it believes in good faith is covered by the licenses granted
     hereunder, and only to the extent as is necessary to  defend
     against  the claim of indemnity as contractually or  legally
     required of Intel.  Nothing in this Agreement shall  prevent
     Intel   from   participating  in  a   criminal,   civil   or
     administrative  proceeding pursuant  to  a  subpoena  or  as
     otherwise required by law.

5.3  Intel  agrees to provide within thirty (30) days of  receipt
     of  a  written  request from Intergraph, to Intel  customers
     designated in such written request, a letter of the form  of
     Exhibit  A  hereto.  Intergraph agrees to send such  written
     requests  to Intel no more frequently than once per calendar
     quarter,  which  Intel customers Intergraph  in  good  faith
     intends  to  enter into licensing discussions  with  or  has
     already entered into such discussions.  Intergraph shall not
     request duplicate notices for Intel customers.

5.4  Intel  agrees  not to designate or refer to  Intel  Products
     covered by this Agreement as "licensed" by Intergraph unless
     it  simultaneously explains that the purchase price of  such
     Intel  Microprocessor does not include a license  under  the
     Intergraph System Patents.


                          6.   Releases

     Subject  to all of the terms of this Agreement, the  parties
     release each other as follows:

6.1  Intergraph Release.  In further consideration of  a  payment
     from  Intel to Intergraph of the amount specified in Section
     8.1.,  Intergraph, on behalf of itself and its Subsidiaries,
     hereby  releases, acquits and forever discharges Intel,  and
     its  Subsidiaries  from  any and  all  claims  or  liability
     asserted in the suit in the Northern District of Alabama, in
     Intergraph   v.  Intel,  CV97-N-3023-NE,  with  respect   to
     performance by Intel, prior to the Effective Date, of  acts,
     which  had  they  been performed on or after  the  Effective
     Date, would have been licensed hereunder.

6.2  Intel   Release.   Intel,  on  behalf  of  itself  and   its
     Subsidiaries,   hereby   releases,   acquits   and   forever
     discharges Intergraph and its Subsidiaries from any and  all
     claims  or  liability asserted in the suit in  the  Northern
     District of Alabama, in Intergraph v. Intel, CV97-N-3023-NE,
     with  respect  to performance by Intergraph,  prior  to  the
     Effective Date, of acts, which had they been performed on or
     after   the   Effective  Date,  would  have  been   licensed
     hereunder.

6.3  It   is   understood  by  the  parties   hereto   that   the
     consideration for the Releases granted in this section,  and
     the  consideration  expressed elsewhere in  this  agreement,
     reflect  the fact that the release granted by Intergraph  to
     Intel  is limited to activities that, if they had they  been
     performed  on or after the Effective Date, would  have  been
     licensed  under the licenses expressly granted by Intergraph
     to  Intel  in  this  Agreement, and that such  licenses  are
     limited  and  specific  to certain  Intergraph  Patents  and
     certain  Intel Products, and do not create implied  licenses
     for any act in the past or in the future in favor of Intel's
     customers and other third parties except as expressly stated
     in this Agreement.

6.4  All amounts paid by hereunder are nonrefundable, even if the
     validity, scope, or enforceability of any Intergraph  Patent
     or  Intel Patent is subsequently challenged and deemed to be
     held   invalid,  not  infringed,  of  narrower   scope,   or
     unenforceable.

6.5       (a)   To  the  extent  that  a  license  vests  on  the
          Effective Date, each party releases the other party and
          its   Subsidiaries   from  any  and   all   claims   of
          infringement  of  its  Patents  arising  prior  to  the
          Effective Date to which the licenses expressly  granted
          under  this  Agreement would be a complete defense  had
          the cause of action or claim arisen after the Effective
          Date.

     (b)  To the extent that a licenses vests after the Effective
          Date,  Intergraph  releases Intel and its  Subsidiaries
          from  any  and  all  claims  of  infringement  of   the
          Intergraph Texas Patents arising prior to the  date  of
          such  license  vesting to which the licenses  expressly
          granted  under  the Texas Patents would be  a  complete
          defense  had the cause of action or claim arisen  after
          the date such license vests.



                            7.   Term

7.1  The  term  of  this Agreement shall be from April  4,  2002,
     until  the  expiration of the last to expire of the  Patents
     licensed herein unless previously terminated as provided  in
     this Agreement.

7.2  If Intel shall fail to make the payments hereunder, and such
     failure shall not be cured, and any interest due, at a  rate
     of  one  percent  (1%) per month, shall not be  fully  paid,
     within ten (10) days after written notice from Intergraph to
     Intel  specifying  the  nature of such  failure,  Intergraph
     shall  have the right to terminate this Agreement,  and  the
     licenses  granted  hereunder, by giving  written  notice  to
     Intel, and such termination shall be effective on the  tenth
     day  after the giving of such notice; provided that, upon  a
     termination  of the licenses hereunder by Intergraph,  Intel
     shall  thereupon be released and discharged from any further
     obligation  to  make any payments to Intergraph  under  this
     Agreement.

7.3  In   the  event  this  Agreement  or  the  licenses  granted
     hereunder, in whole or as to any specified patent or  claim,
     shall  be  terminated  pursuant  to  this  Section  7,   the
     corresponding sublicenses granted to Subsidiaries  of  Intel
     shall  likewise terminate, but no notices need be  given  by
     Intergraph to such sublicensees.
..
7.4  No  termination  pursuant to this Section 7,  or  any  other
     provision  of  this Agreement, shall relieve  Intel  of  any
     obligation  or  liability accrued hereunder  prior  to  such
     termination, or rescind or give rise to any right to rescind
     anything  done  by  Intel  or any  payments  made  or  other
     consideration  given to Intergraph hereunder  prior  to  the
     time   such   termination  becomes   effective,   and   such
     termination  shall not affect in any manner  any  rights  of
     Intergraph  arising  under  this  Agreement  prior  to  such
     termination; provided that, as provided in Section 7.2, upon
     any   termination  by  Intergraph  thereunder,  Intel  shall
     thereupon  be  released  and  discharged  from  any  further
     obligation  to  make any payments to Intergraph  under  this
     Agreement.

7.5  (a)    Subject  to  Intergraph's  right  to  terminate  this
     Agreement pursuant to Section 7.2 upon a failure by Intel to
     make  any payments due hereunder, a party may terminate,  at
     its  option, this Agreement or the other party's rights  and
     licenses  hereunder  upon notice if the other  party  hereto
     commits  a  material breach of this Agreement and  does  not
     correct  such breach within sixty (60) days after  receiving
     written notice complaining thereof.

     (b)  A  party  hereto  may terminate, at  its  option,  this
          Agreement  or  the  other party's rights  and  licenses
          hereunder  upon  thirty  (30) days  written  notice  of
          termination to the other party given at any  time  upon
          or after:

               (1)   the  filing by the other party of a petition
               in bankruptcy or insolvency;

               (2)   any  adjudication that the  other  party  is
               bankrupt or insolvent;

               (3)  the filing by the other party of any petition
               or  answer seeking reorganization, readjustment or
               arrangement of its business under any law relating
               to bankruptcy or insolvency;

               (4)   the  appointment of a receiver  for  all  or
               substantially  all of the property  of  the  other
               party;

               (5)    the  making  by  the  other  party  of  any
               assignment for the benefit of creditors; or

               (6)   the  institution of any proceedings for  the
               liquidation  or  winding up of the  other  party's
               business  or for the termination of its  corporate
               charter.

     (c)  Intel  may terminate, at its option, this Agreement  or
          Intergraph's  rights and licenses under this  Agreement
          if  Intergraph  undergoes a  Change  of  Control.   For
          purposes  of  this Section 7.5(c), "Change of  Control"
          shall  mean  a  transaction  or  a  series  of  related
          transactions  in which (i) one or more related  parties
          who  did  not  previously own at least a fifty  percent
          (50%)  interest in Intergraph obtain at least  a  fifty
          percent  (50%)  interest  in Intergraph,  and,  in  the
          reasonable business judgment of Intel, such  change  in
          ownership  will have a material effect on  Intergraph's
          business, or (ii) a party to this Agreement merges with
          or transfers substantially all of its assets to a third
          party   in   which  the  shareholders  of  such   party
          immediately  before the transaction  own  less  than  a
          fifty  percent  (50%)  interest  in  the  acquiring  or
          surviving entity immediately after the transaction,  or
          (iii)  Intergraph acquires, by merger,  acquisition  of
          assets  or  otherwise, all or any  portion  of  another
          legal  entity  such that either the  assets  or  market
          value of such party after the close of such transaction
          are  greater  than one and one third  (1  1/3)  of  the
          assets  or  market value of such party  prior  to  such
          transaction.

     (d)  In  the  event  of  such termination,  the  rights  and
          licenses   granted  to  the  terminated   party   shall
          terminate, but the rights and licenses granted  to  the
          other  shall survive such termination of this Agreement
          subject to its continued compliance with the terms  and
          conditions of this Agreement.

     (e)  The  provisions  of  Sections 1,  2,  3,  7.4,  7.5(d),
          7.5(e), 8, 9, 11 and 12 will survive any termination or
          expiration  of  this Agreement.  Upon full  payment  of
          amounts  owed to Intergraph hereunder, Section 6  shall
          also survive termination of this Agreement



                       8.   Consideration

8.1  In consideration for the sale of patents to Intel in Section
     3.1,  the granting to Intel of the licenses in Sections  4.1
     through 4.6, the release given to Intel in Section 6.1,  and
     the other consideration being provided to Intel as set forth
     herein,  Intel  agrees to pay Intergraph the  sum  of  three
     hundred  million dollars ($300,000,000.00) by May  1,  2002,
     plus  any  additional compensation pursuant to the terms  of
     Section 2.2.



                    9.        Communications

9.1  Payment   shall  be  made  by  electronic  funds   transfer.
     Payments  shall  be  deemed  to  be  made  on  the  date  of
     electronic funds transfer as follows:

     [    ]*
      ----

9.2  All  notices  required or permitted to  be  given  hereunder
     shall  be in writing and shall be delivered by hand,  or  if
     dispatched  by  prepaid  air courier  or  by  registered  or
     certified airmail, postage prepaid, addressed as follows:



     If to Intergraph:                    If to Intel:

     Intergraph Corporation               Intel Corporation
     Legal Department, MS/IW 2008         2200 Mission College Blvd.
     Huntsville, Alabama 35894-0001       Santa Clara, California 95052
     Attn: General Counsel                Attn: General Counsel

     Such  notices  shall  be  deemed to have  been  served  when
     received by addressee or, if delivery is not accomplished by
     reason  of  some fault of the addressee, when  tendered  for
     delivery.  Both party may give written notice of a change of
     address,  and after notice of such change has been received,
     any  notice  or  request shall thereafter be given  to  such
     party as above provided at such changed address.


*  CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY
    WITH THE COMMISION.


                      10.       Assignments

10.1 Intergraph shall not assign or grant any right under any  of
     the  Intergraph Patents, and Intel shall not assign or grant
     any  right  under  any  of  the Intel  Patents  unless  such
     assignment  or  grant is subject to all  of  the  terms  and
     conditions  of this Agreement.  Any attempted assignment  or
     grant in derogation of the foregoing shall be null and void


                     11.       Applicable Law

11.1 This  Agreement shall be construed, and the legal  relations
     between   the   parties  hereto  shall  be  determined,   in
     accordance with the law of the State of Delaware.


                     12.       Miscellaneous

12.1 Nothing  contained in this Agreement shall be  construed  as
     conferring  on  either party any license or other  right  to
     copy the exterior design of the products of the other party.

12.2 Nothing  contained in this Agreement shall be  construed  as
     conferring  any right to use in advertising,  publicity,  or
     other promotional activities any name, trade name, trademark
     or  other designation of either party hereto (including  any
     contraction,  abbreviation  or  simulation  of  any  of  the
     foregoing).

12.3 Nothing  contained in this Agreement shall be  construed  as
     limiting the rights which the parties have outside the scope
     of  the license granted hereunder, or restricting the  right
     of  either  party or any of its Subsidiaries to  make,  have
     made,  use,  lease, sell, offer to sell, import, export,  or
     otherwise dispose of any particular product or products  not
     herein licensed.

12.4 Neither  party nor any of its Subsidiaries shall be required
     hereunder  to file any patent application, or to secure  any
     patent or patent rights, or to maintain any patent in force,
     or  to  provide copies of patent applications to  the  other
     party  or  its  Subsidiaries, or to disclose any  inventions
     described or claimed in such patent applications.

12.5 Neither  Intergraph  nor  Intel shall  have  any  obligation
     hereunder  to  institute any action or  suit  against  third
     parties  for  infringement of any Patents or to  defend  any
     action or suit brought by a third party which challenges  or
     concerns  the  validity of any Patents.  Neither  Intel  nor
     Intergraph shall have any right to institute any  action  or
     suit  against  third  parties for infringement  of  any  the
     other's Patents.

12.6 This Agreement will not be binding upon the parties until it
     has  been signed below.  No amendment or modification hereof
     shall  be valid or binding upon the parties unless  made  in
     writing  and  signed.   This Agreement embodies  the  entire
     understanding  of the parties with respect  to  the  subject
     matter   hereof  and  merges  all  prior  oral  or   written
     communications  between  them, and neither  of  the  parties
     shall  be  bound by any conditions, definitions, warranties,
     understandings  or  representations  with  respect  to   the
     subject  matter  hereof  other than  as  expressly  provided
     herein.

12.7 The  headings  of  the  several Sections  are  inserted  for
     convenience of reference only and are not intended to  be  a
     part  of or to affect the meaning or interpretation of  this
     Agreement.

12.8 Regardless of which party may have drafted this Agreement or
     any part thereof, no  rule  of  strict construction shall be
     applied  against  either  party.   If  any provision of this
     Agreement  is  determined  by  a  court to be unenforceable,
     whether by violation of any rule of law, statute, regulation
     or  governmental  decision,  the  parties  shall  deem   the
     provision to be severed the  provision  to  be  severed  and
     deleted  from  this  Agreement,  and  the  remainder  of the
     Agreement will continue in effect.

12.9 Each party shall be responsible for the payment of its own
     tax liability.

12.10 No  license   or   immunity  is  granted  by  either  party
     hereto  either  directly  or  by  implication,  estoppel  or
     otherwise  to any third parties acquiring items from  either
     party  for the combination of items licensed hereunder  with
     other items, including other items provided by either party,
     or  for  the  use  of  any such combination,  even  if  said
     acquired  item  has  no  substantial  use  other   than   in
     combination with other items.

12.11 Nothing  in  this  Agreement  shall be  construed to  grant
     any  third  party a license to make, have made,  use,  sell,
     offer  for  sale,  or  import Intel Products  or  Intergraph
     Products.   At  all times, Intel and Intergraph  retain  the
     right  to  enforce its intellectual property rights  against
     third   parties  for  the  infringement  of  any  Intergraph
     patents.

12.12     Confidentiality of Terms.

     Neither party shall use or refer to this Agreement or any of
     its provisions in any promotional activity, except that, the
     parties shall cooperate in preparing and releasing an
     announcement, if any, relating to this Agreement.

     Except  as  otherwise may be required by generally  accepted
     accounting  principles,  regulatory requirements,  or  court
     order,  the  specific  terms  of  this  Agreement  shall  be
     confidential.  Notwithstanding the foregoing,  both  parties
     acknowledge  that the pending litigation, and therefore  the
     general  terms of mediation and settlement may  be  material
     events  to  both Intel and Intergraph, and that  each  party
     shall  have the right to issue an appropriate press  release
     and/or   filing  with  the  SEC  disclosing   the   material
     provisions of this Agreement.


12.13 Anything   contained  in  this  Agreement  to the  contrary
     notwithstanding, the obligations of the parties  hereto  and
     of  the Subsidiaries of the parties shall be subject to  all
     laws,   present   and  future,  of  any  government   having
     jurisdiction over the parties hereto or the Subsidiaries  of
     the  parties,  and  to  orders, regulations,  directions  or
     requests of any such government.

12.14 The  parties  hereto  shall  be excused from any failure to
     perform  any obligation hereunder to the extent such failure
     is  caused by war, acts of public enemies, strikes or  other
     labor  disturbances,  fires, floods, acts  of  God,  or  any
     causes  of like or different kind beyond the control of  the
     parties.

          IN  WITNESS  WHEREOF,  the  parties  have  caused  this
Agreement to be duly signed as of the date written below.


Intel Corporation                       Intergraph Corporation

By /s/ F. Thomas Dunlap Jr.             By /s/ David Vance Lucas
  ----------------------------            --------------------------
F. Thomas Dunlap Jr.                    David Vance Lucas
------------------------------          ----------------------------
Name Printed                            Name Printed


Sr. Vice President, General Counsel     Vice President, General Counsel
-----------------------------------     -------------------------------
Title                                   Title


April 14, 2002                          April 14, 2002
------------------------------          ----------------------------
Date                                    Date


Intergraph Hardware Technologies Company

By /s/ David Vance Lucas
  --------------------------------

David Vance Lucas
----------------------------------
Name Printed


General Counsel
----------------------------------
Title


April 14, 2002
----------------------------------
Date