EXHIBIT 10(n)




September 25, 2002



Dr. Terry Keating
Lucerne International
6 State Street, Suite 100
Bangor, ME  04401

Dear Terry:

This letter  constitutes  an  offer  of full time employment
with Intergraph Mapping and GIS Solutions and is valid until
the date given below.   Your  start  date will be October 1,
2002, recognizing  that  at  first  you  would commute, then
relocate to Huntsville later in the year.

A  copy  of the Employee Benefits Summary has been  enclosed
for your review.  Details of the offer are as follows:

Position:           Executive Vice President - IMGS
Salary:             $250,000 per year paid bi-weekly
Performance Bonus:  $100,000
Car Allowance:      $400 per month
Manager:            Preetha Pulusani, President

This  exempt position is eligible for participation  in  the
Intergraph  benefits program.  In addition to  the  standard
benefits   offered  to  Intergraph  employees  your   annual
vacation accrual will be four (4) weeks.

Payment   of  your  Performance  Bonus  will  be  based   on
achievement  of  objectives to  be  determined  by  you  and
Preetha Pulusani.

IMGS  will  assist in your relocation to Alabama.   Attached
you  will  find  a  copy  of the relocation  benefits  being
provided to you.

If  your  employment  is involuntarily terminated other than
for  cause prior to the completion of three years of service
you  will  receive eighteen (18) months of salary  following
termination.  At Intergraph's option this may  be  paid   as
salary  continuation  or  as  a  lump  sum  within  30  days
following  termination.   For purposes  of  this  paragraph,
"cause"  shall be defined as any willful act or failure  to:
act  involving:  dishonesty  towards  Intergraph;  unethical
business  practices;  embezzlement  or  misappropriation  of
corporate   funds,  property  or  proprietary   information;
unreasonable  and  willful refusal  to  perform  the  duties
required by Intergraph; willful breach of this Agreement  or
habitual neglect of duties and responsibilities, other  than
due  to  illness  or  disability;  aiding  and  abetting   a
competitor;  or participation in any fraud or  any  criminal
activities.  "Salary" is defined as base salary only.   This
would not include any bonus or benefits component.

IMGS  will  use direct deposit as the method of  payment  of
your    compensation.    Please   complete   the    enclosed
Authorization  Agreement for Automatic  Deposit  and  return
with a voided check or deposit slip on your start date.

Your  offer  of  employment is contingent upon  signing  the
enclosed   Proprietary  Agreement.    Please   return   this
Agreement  with the copy of this letter to acknowledge  your
acceptance  of  this offer. A listing of documents  required
for  compliance with the Immigration Reform and Control  Act
is  also included.  A prepaid envelope has been provided for
your convenience.

Please  respond  to this offer by close of business  Friday,
October  11,  2002.   If you have any questions  or  require
additional  information, please contact me in Huntsville  at
(256) 730-6084.

Sincerely,

/s/ Betsy Mosgrove

Betsy Mosgrove
Human Resources
Intergraph Mapping & GIS Solutions

Enclosures

I accept your offer and plan to begin work on October 1, 2002.
                                              ---------------


/s/ Terrence Keating                          October 1, 2002
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Applicant Signature                           Date