November 2, 1998



Mr. Wade Patterson
117 Woodrow Balch Drive
Huntsville, Alabama  35806


Dear Wade:

You and Intergraph Corporation have entered into an
Employment Agreement in the form of a letter agreement dated
May 30, 1997.  A copy of that Employment Agreement is
attached hereto.  That Agreement continues in full force and
effect until its termination.

By this letter, Intergraph Corporation extends to you the
option to terminate that Employment Agreement on or after
December 31, 1999 under all terms set forth in this letter,
by providing written notice delivered to General Counsel of
Intergraph Corporation.  Termination of the Employment
Agreement shall not constitute termination of your
employment with Intergraph Corporation, which will continue
on an employment-at-will basis, under all the terms set
forth in this letter.

Within thirty (30) days following the delivery of written
notice of your termination of the Employment Agreement on or
after December 31, 1999, Intergraph Corporation will pay to
you the sum of two million dollars ($2,000,000).

During the period of your continuing at-will employment
following the termination of your Employment Agreement, the
following terms and conditions will apply:

1.   Your employment will be subject to the policies set
     forth in the Intergraph Policy Manual as it may be modified
     from time-to-time for all employees.

2.   It is understood and agreed that you will continue to
     be engaged in outside business for Intellicomp Corporation
     and that this business is not a violation of Intergraph's
     policy on Conflicts of Interest, so long as it does not
     interfere unduly with your ability to perform your duties
     for Intergraph.

3.   The Proprietary Information and Inventions Agreement,
     separately executed May 31, 1997, the terms of which
     comprise a material part of the Employment Agreement, is
     attached hereto and incorporated herein and shall continue
     in full force and effect and comprises a material part of
     this Letter Agreement.



Page 2
November 2, 1998
Mr. Wade C. Patterson



4.   Inventions made for Intellicomp Corporation are not
     covered by the terms of the attached Proprietary Information
     and Inventions Agreement.

5.   For a period of one (1) year after your employment with
     Intergraph or its subsidiary ends for any reason, you will
     not accept employment with or act as a consultant to any
     Intergraph competitor in the United States in any technical
     field in which Intergraph has a business interest.

6.   This Letter Agreement supersedes all prior discussions
     and documents that relate to the subject matter covered
     herein.  This Letter Agreement can be altered only in
     writing and signed by you and by the CEO of Intergraph.

7.   All amounts set forth in this Letter Agreement shall be
     subject to tax and other withholding under Intergraph's
     usual compensation practices.

Please indicate your acceptance of the above terms by
signing in the space indicated below.


INTERGRAPH CORPORATION



By:  /s/ James M. Meadlock
     _______________________
     James M. Meadlock,
     Chief Executive Officer of
     Intergraph Corporation



AGREED and ACCEPTED:


/s/ Wade C. Patterson
_______________________
Wade C. Patterson




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