AMENDMENT NUMBER ONE TO
        AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


          This  AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN
AND  SECURITY AGREEMENT (this "Amendment") is entered into as  of
August  1,  2001, by and between Foothill Capital Corporation,  a
California corporation ("Foothill") and Intergraph Corporation, a
Delaware   corporation  ("Borrower"),  with  reference   to   the
following facts:

     A.   Foothill and Borrower heretofore have entered into that
          certain Amended and Restated Loan and Security Agreement,
          dated as of November 30, 1999 (as heretofore amended,
          restated, supplemented, or otherwise modified, the "Loan
          Agreement");

     B.   Borrower has requested Foothill to amend the Loan Agreement
          as set forth in this Amendment;

     C.   Foothill is willing to so amend the Loan Agreement in
          accordance with the terms and conditions hereof; and

     D.   All capitalized terms used herein and not defined herein
          shall have the meanings ascribed to them in the Loan
          Agreement, as amended hereby.

          NOW,  THEREFORE, in consideration of the above recitals
          and the mutual premises contained herein, Foothill and
          Borrower hereby agree as follows:

          1.   Amendments to the Loan Agreement.

               a.   Section 1.1 of the Loan Agreement is hereby
amended by deleting  the  definition  of  "Supplemental  Reserve"
in   its entirety.

               b.   Section 1.1 of the Loan Agreement is hereby
amended by amending and restating the following defined terms in
their entirety:

          "Business  Day" means any day that is not  a  Saturday,
Sunday,  or  other day on which national banks are authorized  or
required  to close, except that, if a determination of a Business
Day  shall  relate to a LIBOR Rate Loan, the term "Business  Day"
also shall exclude any day on which banks are closed for dealings
in Dollar deposits in the London interbank market.

          "Maximum Amount" means $50,000,000.

          "Reserve"  means,  as of any date of determination,  an
amount equal to the product of (i) $214,286 times (ii) the number
of  months  (or  any portion thereof) separating such  date  from
August  1,  2001;  provided, however that such  amount  shall  be
reduced by the amount of any payment or prepayment of the  unpaid
principal  balance of the Term Loan made in cash by  Borrower  to
Foothill on or after August 1, 2001; provided, further that in no
event  shall  the amount of the Reserve be less than zero  (-0-).
Without  limiting the generality of the foregoing and  solely  by
way  of  example,  if no payments or prepayments  of  the  unpaid
principal balance of the Term Loan are made on or after August 1,
2001, the amount of the Reserve would equal: (x) zero (-0-) as of
August  1,  2001; (y) $214,286 as of September 1, 2001;  and  (z)
$428,572 as of October 1, 2001.

               c.   Section 1.1 of the Loan Agreement is hereby
amended by adding the following defined terms in proper alphabeti-
cal order:

          "Base  LIBOR Rate" means the rate per annum, determined
by  Foothill  in  accordance with its customary  procedures,  and
utilizing  such  electronic  or other  quotation  sources  as  it
considers appropriate (rounded upwards, if necessary, to the next
1/16%),  on  the basis of the rates at which Dollar deposits  are
offered to major banks in the London interbank market on or about
11:00  a.m.  (California  time) 2  Business  Days  prior  to  the
commencement of the applicable Interest Period, for a term and in
amounts comparable to the Interest Period and amount of the LIBOR
Rate   Loan  requested  by  Borrower  in  accordance  with   this
Agreement, which determination shall be conclusive in the absence
of manifest error.

          "Base  Rate"  means,  the rate  of  interest  announced
within  Wells  Fargo at its principal office in San Francisco  as
its "prime rate", with the understanding that the "prime rate" is
one  of  Wells Fargo's base rates (not necessarily the lowest  of
such rates) and serves as the basis upon which effective rates of
interest are calculated for those loans making reference  thereto
and  is evidenced by the recording thereof after its announcement
in  such internal publication or publications as Wells Fargo  may
designate.

          "Base  Rate  Loan" means each portion of an Advance  or
the  Term  Loan  that  bears interest at  a  rate  determined  by
reference to the Base Rate.

          "Base  Rate  Margin"  means  0.125  percentage  points;
provided,  however,  that effective on  the  date  that  Foothill
receives  Borrower's audited financial statements for  Borrower's
fiscal year ending on December 31, 2001, if Borrower's net income
for  such  fiscal  year determined in accordance  with  GAAP,  as
evidenced  by such audited financial statements, shall have  been
greater  than  $15,000,000,  the Base  Rate  Margin  shall  be  0
percentage  points;  provided, further  that  if  Borrower's  net
income for Borrower's fiscal year ending on December 31, 2001  is
not  greater than $15,000,000, Foothill will consider a potential
reduction  in  the  Base  Rate Margin,  in  Foothill's  sole  and
absolute  discretion,  based on Borrower's financial  performance
during Borrower's fiscal year ending on December 31, 2002.

          "Base  Rate  Term  Loan Margin" means 0.125  percentage
points;  provided,  however,  that effective  on  the  date  that
Foothill  receives  Borrower's audited financial  statements  for
Borrower's fiscal year ending on December 31, 2001, if Borrower's
net  income  for  such fiscal year determined in accordance  with
GAAP,  as  evidenced by such audited financial statements,  shall
have  been  greater  than $15,000,000, the Base  Rate  Term  Loan
Margin  shall be 0 percentage points; provided, further  that  if
Borrower's  net  income  for Borrower's  fiscal  year  ending  on
December 31, 2001 is not greater than $15,000,000, Foothill  will
consider a potential reduction in the Base Rate Term Loan Margin,
in  Foothill's sole and absolute discretion, based on  Borrower's
financial  performance during Borrower's fiscal  year  ending  on
December 31, 2002.

          "Funding  Losses" has the meaning set forth in  Section
2.12(b)(ii).

          "Interest  Period" means, with respect  to  each  LIBOR
Rate  Loan, a period commencing on the date of the making of such
LIBOR  Rate  Loan  and  ending  1, 2,  or  3  months  thereafter;
provided, however, that (a) if any Interest Period would end on a
day  that  is not a Business Day, such Interest Period  shall  be
extended   (subject  to  clauses  (c)-(e)  below)  to  the   next
succeeding  Business  Day,  (b)  interest  shall  accrue  at  the
applicable rate based upon the LIBOR Rate from and including  the
first  day of each Interest Period to, but excluding, the day  on
which  any Interest Period expires, (c) any Interest Period  that
would  end on a day that is not a Business Day shall be  extended
to  the  next  succeeding Business Day unless such  Business  Day
falls  in  another  calendar month, in which case  such  Interest
Period  shall  end on the next preceding Business Day,  (d)  with
respect  to  an Interest Period that begins on the last  Business
Day  of  a  calendar  month (or on a day for which  there  is  no
numerically corresponding day in the calendar month at the end of
such  Interest Period), the Interest Period shall end on the last
Business  Day  of the calendar month that is 1, 2,  or  3  months
after the date on which the Interest Period began, as applicable,
and  (e) Borrower may not elect an Interest Period which will end
after the Maturity Date.

          "LIBOR  Deadline" has the meaning set forth in  Section
2.12(b)(i).

          "LIBOR  Notice" means a written notice in the  form  of
Exhibit L-1.

          "LIBOR  Rate" means, for each Interest Period for  each
LIBOR  Rate  Loan,  the  rate per annum  determined  by  Foothill
(rounded  upwards, if necessary, to the next 1/16%)  by  dividing
(a)  the  Base LIBOR Rate for such Interest Period, by  (b)  100%
minus  the Reserve Percentage.  The LIBOR Rate shall be  adjusted
on  and  as  of  the effective day of any change in  the  Reserve
Percentage.

          "LIBOR  Rate Loan" means each portion of an Advance  or
the  Term  Loan  that  bears interest at  a  rate  determined  by
reference to the LIBOR Rate.

          "LIBOR Rate Margin" means 2.50 percentage points.

          "LIBOR  Rate  Term Loan Margin" means  2.50  percentage
points.

          "Reserve  Percentage" means, on any  day,  the  maximum
percentage  prescribed by the Board of Governors of  the  Federal
Reserve  System  (or  any successor Governmental  Authority)  for
determining  the  reserve  requirements  (including  any   basic,
supplemental, marginal, or emergency reserves) that are in effect
on  such  date  with  respect to eurocurrency funding  (currently
referred  to as "eurocurrency liabilities") of Foothill,  but  so
long  as  Foothill  is not required or directed under  applicable
regulations  to  maintain such reserves, the  Reserve  Percentage
shall be zero.

          "Revolver  Letter of Credit Reserve" means, as  of  any
date  of determination, the Letter of Credit Usage minus the Term
Loan Letter of Credit Reserve.

          "Term  Loan Letter of Credit Reserve" means $8,000,000,
as  such  amount may be increased from time to time  pursuant  to
Section 2.3(b).

          "Wells   Fargo"   means  Wells  Fargo  Bank,   National
Association, a national banking association.

               d.   Section 2.1(a) of the Loan Agreement is hereby
amended and restated in its entirety as follows:

          2.1 Revolving Advances.

                (a)  Subject to the terms and conditions of  this
Agreement,  Foothill  agrees  to make  advances  ("Advances")  to
Borrower  in an amount outstanding not to exceed at any one  time
the  lesser of (i) the Maximum Revolving Amount less the Revolver
Letter  of  Credit Reserve, or (ii) the Borrowing Base  less  the
Revolver  Letter  of  Credit  Reserve.   For  purposes  of   this
Agreement,  "Borrowing  Base", as of any date  of  determination,
shall mean the result of:

                    (x)  the lesser of (i) the result of (A)  85%
          of  Eligible Domestic Accounts, plus (B) the lowest  of
          (1)  85% of Eligible Unbilled Accounts, (2) 40% of  the
          amount  of credit availability created by the foregoing
          clause (A), and (3) $20,000,000, plus (C) the lesser of
          (1)   85%   of  Eligible  Foreign  Accounts,  and   (2)
          $3,000,000,  minus  (D)  the amount,  if  any,  of  the
          Dilution  Reserve,  and (ii) an  amount  equal  to  the
          Collections  with respect to the Accounts  of  Borrower
          for the immediately preceding 60 day period, minus

                    (y) the Reserve.

               e.   Section 2.2(a) of the Loan Agreement is hereby
amended and restated in its entirety as follows:

          2.2 Letters of Credit.

                (a)  Subject to the terms and conditions of  this
     Agreement,  Foothill agrees to issue letters of  credit  for
     the  account  of  Borrower (each,  an  "L/C")  or  to  issue
     guarantees   of  payment  (each  such  guaranty,   an   "L/C
     Guaranty")  with respect to letters of credit issued  by  an
     issuing  bank  for the account of Borrower.  Foothill  shall
     have no obligation to issue a Letter of Credit if any of the
     following would result:

                    (i)  the  Revolver Letter of  Credit  Reserve
          would  exceed the Borrowing Base less the  sum  of  the
          amount of outstanding Advances, or

                    (ii)  the  Revolver Letter of Credit  Reserve
          would  exceed  the Maximum Revolving  Amount  less  the
          amount of outstanding Advances, or

                    (iii) the Letter of Credit Usage would exceed
          $25,000,000, or

                    (iv)  the outstanding Obligations (other than
          under the Term Loan) would exceed the Maximum Revolving
          Amount.

          Borrower  and  Foothill  acknowledge  and  agree   that
certain  of  the letters of credit that are to be the subject  of
L/C  Guarantees  may  be outstanding on the Closing  Date.   Each
Letter of Credit shall have an expiry date no later than 60  days
prior  to  the  date  on  which this Agreement  is  scheduled  to
terminate under Section 3.4 and all such Letters of Credit  shall
be  in  form  and substance acceptable to Foothill  in  its  sole
discretion.   If Foothill is obligated to advance funds  under  a
Letter  of  Credit,  Borrower immediately  shall  reimburse  such
amount to Foothill and, in the absence of such reimbursement, the
amount  so advanced immediately and automatically shall be deemed
to  be  an Advance hereunder and, thereafter, shall bear interest
at the rate then applicable to Advances under Section 2.6.

               f.   Section 2.3 of the Loan Agreement is hereby
amended and restated in its entirety as follows:

          2.3 Term Loan.

          (a)   Subject  to  the  terms and  conditions  of  this
Agreement,  Foothill: (i) made a term loan  to  Borrower  on  the
Original  Closing  Date  (in  the original  principal  amount  of
$20,000,000  (the  "Initial  Term  Loan");  and  (ii)   made   an
additional  term  loan  to Borrower on the Old  Second  Amendment
Closing Date in the original principal amount of $5,000,000  (the
"Additional Term Loan"; the Initial Term Loan and the  Additional
Term  Loan  are  referred to, collectively, as the "Term  Loan").
All  amounts  outstanding under the Term  Loan  shall  constitute
Obligations.    The  Term  Loan  shall  be  repaid   in   monthly
installments of $214,286, which shall be payable in  arrears,  on
the  first  day  of  each  month during  the  term  hereof.   The
outstanding unpaid principal balance and all accrued  and  unpaid
interest under the Term Loan shall be due and payable on the date
of  termination  of  this Agreement, whether  by  its  terms,  by
prepayment, or by acceleration.  Borrower may prepay  the  unpaid
principal  balance of the Term Loan in whole or in  part  without
penalty.

          (b)   If  at  any  time, (i) the sum of  (A)  the  then
outstanding principal balance of the Term Loan, and (B) the  Term
Loan Letter of Credit Reserve, is less than $18,000,000, and
(ii)  an  Event of Default has not occurred and is not occurring,
Borrower  may  make a written request to Foothill that  the  Term
Loan  Letter  of Credit Reserve be increased to an  amount  which
does  not  exceed  the  lesser of (x)  $15,000,000  and  (y)  the
difference  between (I) $18,000,000 and (II) the then outstanding
principal balance of the Term Loan.  Upon the receipt by Foothill
of  such  written notice, the Term Loan Letter of Credit  Reserve
may  be  increased by Foothill to the amount set  forth  in  such
notice  or such lesser amount as Foothill shall determine in  its
discretion;  provided, however that in no event  shall  the  Term
Loan Letter of Credit Reserve be increased to an amount (1) which
exceeds $15,000,000, or (2) which would cause the sum of (X)  the
then outstanding principal balance of the Term Loan, and (Y)  the
resulting Term Loan Letter of Credit Reserve, to be greater  than
$18,000,000.

               g.   Section 2.4 of the Loan Agreement is hereby
amended and restated in its entirety as follows:

          2.4 [Intentionally Deleted]

               h.   Sections 2.6(a), (b), (c) and (d) of the Loan
Agreement are hereby amended and restated in their entirety as follows:

          2.6   Interest  and  Letter  of  Credit  Fees:   Rates,
Payments, and Calculations.

               (a)  Interest Rate.  Except as provided in  clause
     (b)  below,  all Obligations (except for undrawn Letters  of
     Credit)  shall bear interest as follows (i) if the  relevant
     Obligation is an Advance that is a LIBOR Rate Loan, at a per
     annum  rate  equal  to the LIBOR Rate plus  the  LIBOR  Rate
     Margin, (ii) if the relevant Obligation is a portion of  the
     Term  Loan  that is a LIBOR Rate Loan, at a per  annum  rate
     equal  to  the  LIBOR  Rate plus the LIBOR  Rate  Term  Loan
     Margin, (iii) if the relevant Obligation is a portion of the
     Term  Loan  that  is a Base Rate Loan, at a per  annum  rate
     equal  to the Base Rate plus the Base Rate Term Loan Margin,
     and  (iv)  otherwise, at a per annum rate equal to the  Base
     Rate plus the Base Rate Margin.

               (b)  Letter  of  Credit Fee.  Borrower  shall  pay
     Foothill  a  fee  (in addition to the charges,  commissions,
     fees,  and costs set forth in Section 2.2(d)) equal to 0.75%
     per   annum  times  the  aggregate  undrawn  amount  of  all
     outstanding Letters of Credit.

               (c)  Default Rate.  Upon the occurrence and during
     the continuation of an Event of Default, (i) all Obligations
     (except  for undrawn Letters of Credit) shall bear  interest
     at  a  per annum rate equal to 3.125 percentage points above
     the  per  annum rate otherwise applicable thereto, and  (ii)
     the Letter of Credit fee provided in Section 2.6(b) shall be
     increased to 3.75% per annum times the amount of the undrawn
     Letters   of   Credit  that  were  outstanding  during   the
     immediately preceding month.

               (d)  Minimum Interest.  In no event shall the rate
     of  interest chargeable hereunder for any day be  less  than
     6.5%  per  annum.   To  the  extent  that  interest  accrued
     hereunder  at the rate set forth herein would be  less  than
     the   foregoing  minimum  daily  rate,  the  interest   rate
     chargeable  hereunder  for such day automatically  shall  be
     deemed increased to the minimum rate.

               i.   The following sentence is hereby added to Section
2.8 at the end thereof:

          Notwithstanding  the  above,  no  such  'clearance'  or
'float' charge shall be imposed upon any Collections constituting
the direct proceeds of any of the following:
(i)  any litigation between Borrower and Intel Corporation;  (ii)
the  sale  of  Borrower's "South Campus"  real  property  or  any
portion  thereof and any raw land which is owned by the Borrower;
or   (iii)  any  Accounts,  General  Intangibles,  or  Negotiable
Collateral with respect to which an Affiliate of the Borrower  is
the Account Debtor.

               j.   Sections 2.11(c) and (f) of the Loan Agreement
are hereby amended and restated in their entirety as follows:

          (c)  Unused  Line Fee.  On the first day of each  month
after  the  Closing  Date during the term of this  Agreement,  an
unused  line fee in an amount equal to 0.20% per annum times  the
Average  Unused  Portion  of the then  extant  Maximum  Revolving
Amount, which fee shall be fully earned when due;

          (f) Monthly Agency Fee.  On the first day of each month
after  the  Closing  Date during the term of  this  Agreement,  a
monthly agency fee in an amount equal to $5,000, which fee  shall
be fully earned when due.

               k.   Section 2.12 of the Loan Agreement is hereby
amended and restated in its entirety as follows:

          2.12 LIBOR Option.

               (a)  Interest and Interest Payment Dates.  In lieu
     of  having interest charged at the rate based upon the  Base
     Rate, Borrower shall have the option (the "LIBOR Option") to
     have  interest  on all or a portion of the Advances  or  the
     Term  Loan be charged at a rate of interest based  upon  the
     LIBOR  Rate.  Interest on LIBOR Rate Loans shall be  payable
     on  the  earliest of (i) the last day of the Interest Period
     applicable  thereto,  (ii) the occurrence  of  an  Event  of
     Default  in  consequence of which Foothill  has  elected  to
     accelerate  the  maturity  of  the  Obligations,  or   (iii)
     termination of this Agreement pursuant to the terms  hereof.
     On  the  last day of each applicable Interest Period, unless
     Borrower  properly  has  exercised  the  LIBOR  Option  with
     respect thereto, the interest rate applicable to such  LIBOR
     Rate  Loan  automatically  shall  convert  to  the  rate  of
     interest then applicable to Base Rate Loans of the same type
     hereunder.   At  any  time  that an  Event  of  Default  has
     occurred  and is continuing, Borrower no longer  shall  have
     the  option to request that Advances or the Term  Loan  bear
     interest at the LIBOR Rate and Foothill shall have the right
     to  convert the interest rate on all outstanding LIBOR  Rate
     Loans  to  the  rate  then applicable  to  Base  Rate  Loans
     hereunder.

               (b) LIBOR Election.

                    (i)  Borrower may, at any time and from  time
          to  time,  so long as no Event of Default has  occurred
          and  is  continuing, elect to exercise the LIBOR Option
          by  notifying Foothill prior to 11:00 a.m.  (California
          time)   at   least  3  Business  Days  prior   to   the
          commencement  of  the  proposed  Interest  Period  (the
          "LIBOR  Deadline").  Notice of Borrower's  election  of
          the  LIBOR  Option  for  a  permitted  portion  of  the
          Advances  or  the  Term  Loan and  an  Interest  Period
          pursuant  to this Section shall be made by delivery  to
          Foothill of a LIBOR Notice received by Foothill  before
          the LIBOR Deadline, or by telephonic notice received by
          Foothill before the LIBOR Deadline (to be confirmed  by
          delivery  to  Foothill of a LIBOR  Notice  received  by
          Foothill  prior to 5:00 p.m. (California time)  on  the
          same day.

                    (ii)  Each  LIBOR Notice shall be irrevocable
          and binding on Borrower.  In connection with each LIBOR
          Rate  Loan, Borrower shall indemnify, defend, and  hold
          Foothill  harmless against any loss, cost,  or  expense
          incurred by Foothill as a result of (a) the payment  of
          any  principal of any LIBOR Rate Loan other than on the
          last  day  of  an  Interest Period  applicable  thereto
          (including as a result of an Event of Default), (b) the
          conversion  of any LIBOR Rate Loan other  than  on  the
          last day of the Interest Period applicable thereto,  or
          (c)  the failure to borrow, convert, continue or prepay
          any  LIBOR Rate Loan on the date specified in any LIBOR
          Notice  delivered pursuant hereto (such losses,  costs,
          and expenses, collectively, "Funding Losses").  Funding
          Losses  shall be deemed to equal the amount  determined
          by Foothill to be the excess, if any, of (i) the amount
          of  interest  that would have accrued on the  principal
          amount  of  such  LIBOR Rate Loan had  such  event  not
          occurred,  at  the  LIBOR Rate  that  would  have  been
          applicable  thereto, for the period from  the  date  of
          such event to the last day of the then current Interest
          Period  therefor  (or,  in the case  of  a  failure  to
          borrow, convert, or continue, for the period that would
          have been the Interest Period therefor), minus (ii) the
          amount  of interest that would accrue on such principal
          amount  for  such  period at the  interest  rate  which
          Foothill would be offered were it to be offered, at the
          commencement  of  such  period, Dollar  deposits  of  a
          comparable  amount and period in the  London  interbank
          market.    A  certificate  of  Foothill  delivered   to
          Borrower  setting  forth  any amount  or  amounts  that
          Foothill  is  entitled  to  receive  pursuant  to  this
          Section shall be conclusive absent manifest error.

                    (iii)  Borrower shall have not  more  than  5
          LIBOR Rate Loans in effect at any given time.  Borrower
          only may exercise the LIBOR Option for LIBOR Rate Loans
          of  at  least  $1,000,000  and  integral  multiples  of
          $500,000 in excess thereof.

               (c)  Prepayments.  Borrower may prepay LIBOR  Rate
     Loans at any time; provided, however, that in the event that
     LIBOR  Rate  Loans are prepaid on any date that is  not  the
     last   day   of  the  Interest  Period  applicable  thereto,
     including  as  a result of any automatic prepayment  through
     the   required  application  by  Foothill  of  proceeds   of
     Collections  in accordance with Section 2.4(b)  or  for  any
     other  reason, including early termination of  the  term  of
     this  Agreement or acceleration of the Obligations  pursuant
     to  the terms hereof, Borrower shall indemnify, defend,  and
     hold Foothill and its Participants harmless against any  and
     all Funding Losses in accordance with clause (b)(ii) above.

               (d) Special Provisions Applicable to LIBOR Rate.

                    (i)  The  LIBOR  Rate  may  be  adjusted   by
          Foothill  on  a prospective basis to take into  account
          any  additional  or  increased  costs  to  Foothill  of
          maintaining  or  obtaining any eurodollar  deposits  or
          increased  costs  due  to  changes  in  applicable  law
          occurring  subsequent to the commencement of  the  then
          applicable  Interest Period, including changes  in  tax
          laws  (except  changes  of  general  applicability   in
          corporate  income tax laws) and changes in the  reserve
          requirements imposed by the Board of Governors  of  the
          Federal  Reserve  System (or any successor),  excluding
          the  Reserve Percentage, which additional or  increased
          costs  would increase the cost of funding loans bearing
          interest  at  the  LIBOR  Rate.   In  any  such  event,
          Foothill   shall  give  Borrower  notice  of   such   a
          determination and adjustment and, upon its  receipt  of
          the  notice from Foothill, Borrower may, by  notice  to
          Foothill (y) require Foothill to furnish to Borrower  a
          statement  setting forth the basis for  adjusting  such
          LIBOR Rate and the method for determining the amount of
          such adjustment, or (z) repay the LIBOR Rate Loans with
          respect to which such adjustment is made (together with
          any amounts due under clause (b)(ii) above).

                    (ii)  In the event that any change in  market
          conditions   or   any  law,  regulation,   treaty,   or
          directive,   or   any   change  therein   or   in   the
          interpretation  or application thereof,  shall  at  any
          time  after the date hereof, in the reasonable  opinion
          of  Foothill,  make  it  unlawful  or  impractical  for
          Foothill  to  fund  or maintain LIBOR  Advances  or  to
          continue  such funding or maintaining, or to  determine
          or  charge  interest rates at the LIBOR Rate,  Foothill
          shall  give  notice  of such changed  circumstances  to
          Borrower  and (y) in the case of any LIBOR  Rate  Loans
          that  are outstanding, the date specified in Foothill's
          notice  shall  be  deemed to be the  last  day  of  the
          Interest  Period of such LIBOR Rate Loans, and interest
          upon  the  LIBOR  Rate  Loans thereafter  shall  accrue
          interest  at  the  rate then applicable  to  Base  Rate
          Loans, and (z) Borrower shall not be entitled to  elect
          the  LIBOR  Option  until Foothill determines  that  it
          would no longer be unlawful or impractical to do so.

               (e)  No  Requirement of Matched Funding.  Anything
     to  the  contrary contained herein notwithstanding,  neither
     Foothill, nor any of its Participants, is required  actually
     to  acquire  eurodollar deposits to fund or otherwise  match
     fund  any  Obligation as to which interest  accrues  at  the
     LIBOR  Rate.  The provisions of this Section shall apply  as
     if  Foothill  or  its  Participants  had  match  funded  any
     Obligation  as to which interest is accruing  at  the  LIBOR
     Rate  by  acquiring  eurodollar deposits for  each  Interest
     Period in the amount of the LIBOR Rate Loans.



               l.   Section 3.4 of the Loan Agreement is hereby
amended and restated in its entirety as follows:

          3.4  Term.  This Agreement shall become effective  upon
the  execution and delivery hereof by Borrower and  Foothill  and
shall  continue  in full force and effect for a  term  ending  on
January   7,   2004   (the  "Maturity  Date").    The   foregoing
notwithstanding, Foothill shall have the right to  terminate  its
obligations  under this Agreement immediately and without  notice
upon  the  occurrence and during the continuation of an Event  of
Default.

               m.   Section 3.6 of the Loan Agreement is hereby
amended and restated in its entirety as follows:

          3.6  Early Termination by Borrower.  Borrower  has  the
option,  at any time prior to the Maturity Date and upon 60  days
prior written notice to Foothill, to terminate this Agreement  by
paying  to Foothill, in full, in cash, the Obligations (including
either (i) providing cash collateral to be held by Foothill in an
amount  equal  to 102% of the undrawn amount of  the  Letters  of
Credit  plus the Foreign Currency Reserve (which cash  collateral
shall  be  held by Foothill so long as any one of the Letters  of
Credit  are  outstanding, and shall be returned  to  Borrower  in
direct  proportion  to the amount equal to 102%  of  the  undrawn
amounts  of  such  Letters of Credit as each of such  Letters  of
Credit  are no longer outstanding, solely to the extent that  (A)
all  of Foothill's obligations under this Agreement and the other
Loan Documents have been terminated, and (B) such cash collateral
remains  after the indefeasible payment in full, in cash  of  all
Obligations, including, without limitation, all Obligations  with
respect  to Letters of Credit), (ii) causing the original Letters
of  Credit  to  be  returned to Foothill, or (iii)  providing  to
Foothill  an irrevocable letter of credit, in form and  substance
acceptable to Foothill in its discretion, from another  financial
institution  satisfactory to Foothill in its  discretion,  in  an
amount  equal  to 102% of the undrawn amount of  the  Letters  of
Credit  plus the Foreign Currency Reserve, which amount shall  be
reduced  to the extent that the Letters of Credit are  no  longer
outstanding),  together  with a premium (the  "Early  Termination
Premium")  equal to $1,000,000; provided, however, that  no  such
Early  Termination  Premium shall be due if  Borrower  terminates
this  Agreement pursuant to this Section 3.6 on or after  January
8,  2003.   The Early Termination Premium provided  for  in  this
section shall be deemed included in the Obligations.

               n.   Section 6.10(a) of the Loan Agreement is hereby
amended and restated in its entirety as follows:

          (a)   At   its  expense,  keep  the  Personal  Property
Collateral  insured  against  loss  or  damage  by  fire,  theft,
explosion,  sprinklers, and all other hazards and risks,  and  in
such  amounts, as are ordinarily insured against by other  owners
in  similar  businesses.   Borrower also  shall  maintain  public
liability,  product  liability,  and  property  damage  insurance
relating to Borrower's ownership and use of the Personal Property
Collateral,  as well as insurance against larceny,  embezzlement,
and criminal misappropriation.

               o.   Section 7.20(b) of the Loan Agreement is hereby
amended and restated in its entirety as follows:

          (b) Net Worth.  Net Worth, as of the end of each fiscal
quarter of the Borrower of at least $250,000,000.

          2.   Representations   and    Warranties;    Covenants.
Borrower hereby represents  and  warrants to Foothill that:   (a)
the  execution, delivery,  and  performance of this Amendment and
of  the  Loan Agreement, as amended by this Amendment, are within
its corporate powers, have been duly authorized by all  necessary
corporate action,  and  are  not   in contravention of  any  law,
rule,   or  regulation,  or  any  order,  judgment, decree, writ,
injunction,  or award of  any arbitrator, court, or governmental
authority, or  of the  terms  of  its  charter or bylaws, or  of
any  contract or undertaking to which it is a party or  by which
any  of  its properties  may be bound or affected; and (b)  this
Amendment and the  Loan Agreement, as amended by this Amendment,
constitute  Borrower's  legal,  valid,  and binding  obligation,
enforceable against Borrower in accordance with its terms.

          3.   Conditions   Precedent   to   Amendment.     The
satisfaction  of  each  of  the   following,  shall  constitute
conditions precedent to the effectiveness of this Amendment:

                 a.   Foothill shall have received the reaffir-
mation and consent of each of the Obligors (other than Borrower)
attached hereto as Exhibit   A,  duly  executed  and  delivered
by  the  respective authorized officials thereof;

                 b.   Foothill shall have received all required
consents  of  Foothill's  participants  in  the  Obligations to
Foothill's  execution,  delivery,  and  performance  of    this
Amendment and  each such consent shall be in form and substance
satisfactory to Foothill, duly executed, and in full force  and
effect;

                 c.   The  representations  and  warranties  in
this Amendment, the Loan Agreement as amended by this Amendment,
and the other Loan Documents shall be true  and  correct in all
respects on and as of the date hereof, as though made on such
date (except to the extent that such representations and
warranties relate solely to an earlier date);

                 d.   No Event of Default or event which with
the giving of notice or passage of time would constitute an
Event of Default shall have occurred and be continuing on the
date hereof, nor shall result from the consummation of the
transactions contemplated herein;

                 e.   No injunction, writ, restraining order, or
other order of any nature prohibiting, directly or indirectly,
the consummation of the transactions contemplated herein shall
have been issued and remain in force by any governmental authority
against Borrower, Foothill, or any of their Affiliates;

                 f.   The Collateral shall not have declined
materially in value from the values set forth in the most recent
appraisals or field examinations previously done by Foothill; and

                 g.   All other documents and legal matters in
connection with the transactions contemplated by this Amendment
shall have been delivered or executed or recorded and shall be in
form and substance satisfactory to Foothill and its counsel.

          4.   Effect on Loan Agreement.  The Loan Agreement, as
amended hereby,  shall  be  and  remain in full force  and effect
in accordance  with its respective terms and hereby is ratified
and confirmed in all respects.  The  execution,  delivery,   and
performance  of this Amendment shall not operate as a  waiver  of
or, except as expressly set forth herein, as an amendment, of any
right, power, or remedy of Foothill under the Loan Agreement,  as
in effect prior to the date hereof.

          5.   Further Assurances.  Borrower shall execute and
deliver all agreements, documents, and instruments, in form and
substance satisfactory to Foothill, and take all actions as Foothill
may reasonably request from time to time, to perfect and maintain the
perfection and priority of Foothill's security interests in the
Collateral and the Real Property, and to fully consummate the
transactions contemplated under this Amendment and the Loan
Agreement, as amended by this Amendment.

          6.   Miscellaneous.

                  a.   Upon the effectiveness of this Amendment,
each reference in the  Loan  Agreement to "this Agreement",
"hereunder",  "herein", "hereof"  or words of like import referring
to the Loan Agreement shall  mean  and refer to the Loan Agreement
as amended  by  this Amendment.

                  b.   Upon the effectiveness of this Amendment,
each reference in the Loan Documents to the "Loan Agreement",
"thereunder", "therein", "thereof" or words of like import referring
to the Loan Agreement shall mean and refer to the Loan Agreement as
amended by this Amendment.

                  c.   This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one
and the same instrument and any of the parties hereto may execute
this Amendment by signing any such counterpart.  Delivery of an
executed counterpart of this Amendment by telefacsimile shall be
equally as effective as delivery of an original executed
counterpart of this Amendment.  Any party delivering an executed
counterpart of this Amendment by telefacsimile also shall deliver
an original executed counterpart of this Amendment but the
failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this
Amendment.

          [Remainder of page left intentionally blank.]



          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first written above.



                              FOOTHILL CAPITAL CORPORATION,
                              a California corporation



                                By: /s/ Robert Bernier
                                   ------------------------

                                     Title: Vice President
                                           ----------------


                              INTERGRAPH CORPORATION,
                              a Delaware corporation



                                By: /s/ Eugene H. Wrobel
                                   ------------------------

                                     Title: Vice President
                                           ----------------
                                            and Treasurer
                                           ----------------




                           EXHIBIT  A
                           ----------



                   REAFFIRMATION AND CONSENT
                   -------------------------

          Reference is made to that certain Amendment Number  One
to  Amended and Restated Loan and Security Agreement, dated as of
August  1, 2001 (the "Amendment") by and between Foothill Capital
Corporation, a California corporation ("Foothill") and Intergraph
Corporation,   a   Delaware   corporation   ("Borrower").     All
capitalized  terms used herein but not otherwise  defined  herein
shall  have the meanings ascribed to them in that certain Amended
and  Restated Loan and Security Agreement, dated as  of  November
30,  1999  (the  "Loan Agreement"), by and between  Foothill  and
Borrower.

          Each  of  the  undersigned hereby  (a)  represents  and
warrants   to   Foothill  that  the  execution,   delivery,   and
performance  of  this Reaffirmation and Consent  are  within  its
corporate  powers,  have been duly authorized  by  all  necessary
corporate action, and are not in contravention of any law,  rule,
or  regulation, or any order, judgment, decree, writ, injunction,
or  award of any arbitrator, court, or governmental authority, or
of  the  terms  of its charter or bylaws, or of any  contract  or
undertaking  to  which  it is a party or  by  which  any  of  its
properties  may  be  bound  or  affected;  (b)  consents  to  the
amendment   of   the  Loan  Agreement  by  the   Amendment;   (c)
acknowledges  and  reaffirms its obligations  owing  to  Foothill
under  the Pledge Agreement and any other Loan Documents to which
it is party; and (d) agrees that each of the Pledge Agreement and
any  other  Loan Documents to which it is a party  is  and  shall
remain   in  full  force  and  effect.   Although  each  of   the
undersigned has been informed of the matters set forth herein and
has acknowledged and agreed to same, it understands that Foothill
has  no obligation to inform it of such matters in the future  or
to  seek  its  acknowledgement or agreement to future amendments,
and nothing herein shall create such a duty.



                               M&S  COMPUTING INVESTMENTS,  INC.,
                               a   Delaware corporation



                                By: /s/ James F. Taylor
                                   -----------------------------

                                      Title: Director
                                            --------------------


                              INTERGRAPH PUBLIC  SAFETY,  INC.,
                              a  Delaware corporation



                                By: /s/ James F. Taylor
                                   -----------------------------

                                       Title: Director
                                             -------------------