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                 LOAN AND SECURITY AGREEMENT


                        by and between


                    INTERGRAPH CORPORATION

                             and


                 FOOTHILL CAPITAL CORPORATION


                Dated as of December 20, 1996



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                      TABLE OF CONTENTS
                      -----------------  

                                                        Page(s)
                                                        -------

1.  DEFINITIONS AND CONSTRUCTION.                            1
          1.1  Definitions                                   1
          1.2  Accounting Terms                             24
          1.3  Code                                         25
          1.4  Construction                                 25
          1.5  Schedules and Exhibits.                      25

2.  LOAN AND TERMS OF PAYMENT.                              25
          2.1  Revolving Advances.                          25
          2.2  Letters of Credit.                           26
          2.3  Term Loan                                    29
          2.4  [Intentionally omitted].                     29
          2.5  Overadvances                                 29
          2.6  Interest and Letter of Credit Fees: Rates, 
               Payments, and Calculations.                  29
          2.7  Collection of Accounts                       30
          2.8  Crediting Payments; Application of 
               Collections                                  31
          2.9  Designated Account.                          31
          2.10 Maintenance of Loan Account; Statements of 
               Obligations.                                 32
          2.11 Fees.                                        32

3.  CONDITIONS; TERM OF AGREEMENT.                          33
          3.1  Conditions Precedent to the Initial Advance,
               and Letter of Credit, and the Term Loan.     33
          3.2  Conditions Precedent to all Advances, all 
               Letters of Credit, and the Term Loan.        36
          3.3  Condition Subsequent.                        36
          3.4  Term.                                        39
          3.5  Effect of Termination.                       39
          3.6  Early Termination by Borrower.               39
          3.7  Termination Upon Event of Default.           40

4.  CREATION OF SECURITY INTEREST.                          40
          4.1  Grant of Security Interest.                  40
          4.2  Negotiable Collateral.                       41
          4.3  Collection of Accounts, General Intangibles, 
               and Negotiable Collateral.                   42
          4.4  Delivery of Additional Documentation 
               Required.                                    42
          4.5  Power of Attorney.                           43
          4.6  Right to Inspect.                            43

5.  REPRESENTATIONS AND WARRANTIES.                         44
          5.1  No Encumbrances.                             44
          5.2  Eligible Accounts.                           44
          5.3  Eligible Domestic Inventory.                 44
          5.4  Equipment.                                   44
          5.5  Location of Inventory and Equipment.         44
          5.6  Inventory Records.                           44
          5.7  Location of Chief Executive Office; FEIN.    45
          5.8  Due Organization and Qualification; 
               Subsidiaries.                                45
          5.9  Due Authorization; No Conflict.              45
          5.10 Litigation.                                  46
          5.11 No Material Adverse Change.                  47
          5.12 Solvency.                                    47
          5.13 Employee Benefits.                           47
          5.14 Environmental Condition.                     47
          5.15 Securities Accounts.                         48

6.  AFFIRMATIVE COVENANTS.                                  48
          6.1  Accounting System.                           48
          6.2  Collateral Reporting.                        48
          6.3  Financial Statements, Reports, Certificates. 49
          6.4  Tax Returns.                                 50
          6.5  Guarantor Reports.                           51
          6.6  Returns.                                     51
          6.7  Title to Equipment.                          51
          6.8  Maintenance of Equipment.                    51
          6.9  Taxes.                                       51
          6.10 Insurance.                                   52
          6.11 No Setoffs or Counterclaims.                 53
          6.12 Location of Inventory and Equipment.         53
          6.13 Compliance with Laws.                        54
          6.14 Employee Benefits.                           54
          6.15 Leases.                                      55

7.  NEGATIVE COVENANTS.                                     55
          7.1  Indebtedness.                                55
          7.2  Liens.                                       56
          7.3  Restrictions on Fundamental Changes.         56
          7.4  Disposal of Assets.                          57
          7.5  Change Name.                                 57
          7.6  [intentionally omitted].                     57
          7.7  Nature of Business.                          57
          7.8  Prepayments and Amendments.                  57
          7.9  Change of Control.                           57
          7.10 Consignments.                                57
          7.11 Distributions.                               58
          7.12 Accounting Methods.                          58
          7.13 Investments.                                 58
          7.14 Transactions with Affiliates.                58
          7.15 Suspension.                                  58
          7.16 [intentionally omitted].                     58
          7.17 Use of Proceeds.                             58
          7.18 Change in Location of Chief Executive Office;
               Inventory and Equipment with Bailees.        59
          7.19 No Prohibited Transactions Under ERISA       59
          7.20 Financial Covenants.                         60
          7.21 Capital Expenditures.                        60

8.  EVENTS OF DEFAULT.                                      60

9.  FOOTHILL'S RIGHTS AND REMEDIES.                         62
          9.1  Rights and Remedies.                         62
          9.2  Remedies Cumulative.                         65

10. TAXES AND EXPENSES.                                     65

11. WAIVERS; INDEMNIFICATION                                66
          11.1 Demand; Protest; etc.                        66
          11.2 Foothill's Liability for Collateral.         66
          11.3 Indemnification.                             66

12. NOTICES.                                                66

13. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.             68

14. DESTRUCTION OF BORROWER'S DOCUMENTS.                    68

15. GENERAL PROVISIONS.                                     69
          15.1  Effectiveness.                              69
          15.2  Successors and Assigns.                     69
          15.3  Section Headings.                           69
          15.4  Interpretation.                             69
          15.5  Severability of Provisions.                 69
          15.6  Amendments in Writing.                      69
          15.7  Counterparts; Telefacsimile Execution.      69
          15.8  Revival and Reinstatement of Obligations.   70
          15.9  Integration.                                70
          15.10 Confidentiality.                            71


            SCHEDULES AND EXHIBITS
            ----------------------
  
Schedule E-1             Eligible Domestic Inventory Locations
Schedule P-1             Permitted Liens
Schedule P-2             Permitted Other Investments
Schedule R-1             Real Property Collateral
Schedule 5.8             Subsidiaries -- Capitalization and Assets
Schedule 5.10            Litigation
Schedule 5.13            ERISA Benefit Plans
Schedule 5.14            Environmental Condition
Schedule 6.12            Location of Inventory and Equipment
Schedule 7.1             Indebtedness

Exhibit A-1              Form of Aircraft Security Agreement
Exhibit C-1              Form of Compliance Certificate
Exhibit C-2              Form of Copyright Security Agreement
Exhibit P-1              Form of Patent Security Agreement
Exhibit P-2              Form of Pledge Agreement
Exhibit T-1              Form of Trademark Security Agreement
Exhibit V-1              Form of VCOC Letter


                 LOAN AND SECURITY AGREEMENT


      THIS LOAN AND SECURITY AGREEMENT (this "Agreement"),  is
entered into as of December 20, 1996, between FOOTHILL CAPITAL
CORPORATION,  a  California corporation ("Foothill"),  with  a
place  of  business  located at 11111 Santa Monica  Boulevard,
Suite 1500, Los Angeles, California 90025-3333, and INTERGRAPH
CORPORATION,  a  Delaware corporation ("Borrower"),  with  its
chief executive office located at One Madison Industrial Park,
Huntsville, Alabama 35894.


     The parties agree as follows:

     1.   DEFINITIONS AND CONSTRUCTION.

          1.1  Definitions.  As used in this Agreement, the
following terms shall have the following definitions:

               "Account Debtor" means any Person who is or who
may become obligated under, with respect to, or on account of,
an Account.

               "Accounts"  means all presently  existing  and
hereafter  arising accounts, contract rights,  and  all  other
forms  of  obligations owing to Borrower arising  out  of  the
sale,  license, or lease of goods or software or the rendition
of  services  by Borrower, irrespective of whether  earned  by
performance, and any and all credit insurance, guaranties,  or
security therefor.

               "Advances" has the meaning set forth in Section 2.1(a).

               "Affiliate" means, as applied to  any  Person,
any  other  Person  who  directly or indirectly  controls,  is
controlled  by, is under common control with or is a  director
or  officer  of such Person.  For purposes of this definition,
"control"  means:  (a)  solely when  "Affiliate"  is  used  in
determining  Eligible  Accounts, the possession,  directly  or
indirectly, of the power to vote 5% or more of the  securities
having ordinary voting power for the election of directors  or
the  direct  or  indirect power to direct the  management  and
policies  of  a  Person;  and (b)  in  all  other  cases,  the
possession, directly or indirectly, of the power to  vote  10%
or more of the securities having ordinary voting power for the
election  of  directors or the direct  or  indirect  power  to
direct the management and policies of a Person.

               "Agreement" has the meaning set forth in the preamble hereto.

               "Aircraft Security Agreement" means an Aircraft
Security  Agreement,  in  the form  of  Exhibit  A-1  attached
hereto,  dated as of even date herewith, between Borrower  and Foothill.

               "AnaTech Division" means the AnaTech Division of Borrower.

               "AnaTech Accounts" means Accounts created by 
the AnaTech Division.

               "Appraised  Assets" means items  of  Equipment
that are the subject of that certain appraisal, dated December
11,   1996,  performed  by  Acuval  Associates,  Inc.  or  any
subsequent  appraisal  performed  by  a  qualified   appraiser
satisfactory to Foothill.

               "Asset  Disposition" means any sale,  license,
lease, exchange, transfer, or other disposition (including any
disposition  as  part  of a sale and lease-back  transaction),
directly  or indirectly, by Borrower of any of the  properties
or assets of Borrower.

               "Authorized Person" means any officer or other
employee of Borrower.

               "Average  Unused Portion of Maximum  Revolving
Amount"  means,  as  of  any date of  determination,  (a)  the
Maximum  Revolving Amount, less (b) the sum of (i) the average
Daily  Balance  of Advances that were outstanding  during  the
immediately  preceding  month, plus  (ii)  the  average  Daily
Balance  of  the Letter of Credit Usage during the immediately
preceding month.

               "Availability" means the amount of money  that
Borrower is entitled to borrow as Advances under Section  2.1,
such  amount being the difference derived when (a) the sum  of
the  principal amount of Advances then outstanding  (including
any  amounts  that Foothill may have paid for the  account  of
Borrower  pursuant to any of the Loan Documents and that  have
not  been reimbursed by Borrower) is subtracted from  (b)  the
lesser of (i) the Maximum Revolving Amount less the Letter  of
Credit  Usage, or (ii) the Borrowing Base less the  Letter  of
Credit Usage.

               "Bankruptcy  Code"  means  the  United  States
Bankruptcy Code (11 U.S.C.  101 et seq.), as amended, and  any
successor statute.

               "Benefit Plan" means a "defined benefit  plan"
(as defined in Section 3(35) of ERISA) for which Borrower, any
Subsidiary  of Borrower, or any ERISA Affiliate  has  been  an
"employer"  (as defined in Section 3(5) of ERISA)  within  the
past six years.

               "Bentley  Equity Interests" means  the  equity
interests in Bentley Systems, Inc. owned of record by Borrower
and  the rights of Borrower related thereto under that certain
Stockholders'  Agreement, dated June 11, 1987,  by  and  among
Bentley   Systems,   Inc.,  Borrower,  and   the   "Management
Stockholders" party thereto (as amended).

               "Bestinfo" means Bestinfo, Inc., a Delaware corporation.

               "Books"  means  all  of Borrower's  books  and
records  including:  ledgers; records indicating, summarizing,
or  evidencing Borrower's properties or assets (including  the
Collateral)  or  liabilities;  all  information  relating   to
Borrower's business operations or financial condition; and all
computer  programs,  disk or tape files, printouts,  runs,  or
other computer prepared information.

               "Borrower"  has the meaning set forth  in  the
preamble to this Agreement.

               "Borrowing Base" has the meaning set forth  in
Section  2.1(a).  For purposes of this definition, any  amount
that is denominated in a currency other than Dollars shall  be
valued  in Dollars based on the applicable Exchange  Rate  for
such  currency as of the date 1 Business Day prior to the date
of determination.

               "Business  Day" means any day that  is  not  a
Saturday,  Sunday,  or other day on which national  banks  are
authorized or required to close.

               "Change  of Control" shall be deemed  to  have
occurred  at  such time as a "person" or "group"  (within  the
meaning  of  Sections  13(d) and 14(d)(2)  of  the  Securities
Exchange  Act  of  1934)  becomes the "beneficial  owner"  (as
defined  in  Rule 13d-3 under the Securities Exchange  Act  of
1934),  directly or indirectly, of more than 25% of the  total
voting  power  of  all  classes of stock then  outstanding  of
Borrower entitled to vote in the election of directors.

               "Chelmsford Property" means the Real  Property
(and  related improvements thereto) of Borrower located in  or
about Chelmsford, Massachusetts.

               "Closing Date" means the date of the first  to
occur  of  the making of the initial Advance, the issuance  of
the initial Letter of Credit, or the funding of the Term Loan.

               "Code" means the California Uniform Commercial Code.

               "Collateral"  means  all  right,  title,   or
interest of Borrower with respect to the following:

               (a)  the Accounts,

               (b)  the Books,

               (c)  the Equipment,

               (d)  the General Intangibles,

               (e)  the Inventory,

               (f)  the Negotiable Collateral,

               (g)  the Real Property Collateral,

               (h)  any money, or other assets of Borrower that now or 
hereafter come into the possession, custody, or control of Foothill, and

               (i)  the  proceeds  and  products,  whether
tangible  or  intangible, of any of the  foregoing,  including
proceeds  of  insurance covering any or all of the Collateral,
and   any   and   all  Accounts,  Books,  Equipment,   General
Intangibles, Inventory, Negotiable Collateral, Real  Property,
money,  deposit  accounts,  or other  tangible  or  intangible
property  resulting  from the sale, exchange,  collection,  or
other  disposition  of any of the foregoing,  or  any  portion
thereof or interest therein, and the proceeds thereof.

               "Collateral Access Agreement" means a landlord
waiver,  mortgagee  waiver, bailee letter, or  acknowledgement
agreement  of any warehouseman, processor, lessor,  consignee,
or  other  Person  in possession of, having a  Lien  upon,  or
having  rights or interests in the Equipment or Inventory,  in
each  case,  in form and substance reasonably satisfactory  to
Foothill.

               "Collections"  means all cash, checks,  notes,
instruments, and other items of payment (including,  insurance
proceeds,  proceeds of cash sales, rental  proceeds,  and  tax
refunds).

               "Compliance Certificate"  means a  certificate
substantially in the form of Exhibit C-1 and delivered by  the
chief  financial  officer or the chief accounting  officer  of
Borrower to Foothill.

               "Consolidated Current Assets" means, as of any
date  of  determination, the aggregate amount of  all  current
assets  of  Borrower  and  its  Subsidiaries  that  would,  in
accordance  with  GAAP, be classified on a  balance  sheet  as
current assets.

               "Consolidated Current Liabilities" means, as of
any date of determination, the aggregate amount of all current
liabilities  of Borrower and its Subsidiaries that  would,  in
accordance  with  GAAP, be classified on a  balance  sheet  as
current  liabilities.   For purposes of this  definition,  all
Obligations outstanding under this Agreement shall  be  deemed
to be current liabilities without regard to whether they would
be deemed to be so under GAAP.

               "Copyright   Security  Agreement"   means   a
Copyright  Security  Agreement, in the  form  of  Exhibit  C-2
attached  hereto,  dated  as of even  date  herewith,  between
Borrower and Foothill.

               "Currency Protection Agreement" shall mean any
currency  swap,  cap,  or collar agreement  or  other  similar
insurance-type  agreement in connection with  hedging  against
foreign currency rate fluctuations.

               "Daily  Balance"  means  the  amount  of   an
Obligation owed at the end of a given day.

               "deems itself insecure" means that the  Person
deems  itself  insecure in accordance with the  provisions  of
Section 1208 of the Code.

               "Default" means an event, condition, or default
that, with the giving of notice, the passage of time, or both,
would be an Event of Default.

               "Designated Account" means account number 4068-
0637 of Borrower maintained with Borrower's Designated Account
Bank,  or  such  other  deposit account of  Borrower  (located
within  the  United  States) which  has  been  designated,  in
writing and from time to time, by Borrower to Foothill.

               "Designated Account Bank" means Citibank, N.A.,
whose office is located at 399 Park Avenue, New York, New York
10043, and whose ABA number is 021-000-089.

               "Dilution" means, in each case based upon  the
experience  of  the immediately prior 90 days, the  result  of
dividing  the  Dollar  amount of  (a)  bad  debt  write-downs,
discounts, returns, credits, or other dilution with respect to
the  Accounts, by (b) Collections with respect to Accounts (in
each  case,  excluding intercompany Accounts and extraordinary
items) plus the Dollar amount of clause (a).

               "Dilution  Reserve" means, as of any  date  of
determination  pursuant to the report  of  Dilution  delivered
under  Section 6.2, an amount sufficient to reduce  Foothill's
advance  rate against Eligible Accounts by 1 percentage  point
for  each  percentage point by which Dilution is in excess  of
8%.

               "Disbursement  Letter" means an  instructional
letter   executed  and  delivered  by  Borrower  to   Foothill
regarding  the extensions of credit to be made on the  Closing
Date,  the  form  and substance of which shall  be  reasonably
satisfactory to Foothill.

               "Dollars or $" means United States dollars.

               "Domestic Accounts" means Accounts with respect
to  which  the  Account Debtor maintains its  chief  executive
office in the United States or is organized under the laws  of
the United States or any State thereof.

               "Early Termination Premium" has the meaning set
forth in Section 3.6.

               "Eligible  Accounts" means  Eligible  Domestic
Accounts and Eligible Unbilled Accounts.

               "Eligible  Domestic  Accounts"  means   those
Accounts  created  by  Borrower  in  the  ordinary  course  of
business, that arise out of Borrower's sale, license, or lease
of  goods  or  software  or rendition of  services,  and  that
strictly  comply with each and all of the representations  and
warranties respecting Accounts made by Borrower to Foothill in
the  Loan  Documents;  provided, however,  that  standards  of
eligibility  may  be fixed and revised from time  to  time  by
Foothill  in Foothill's reasonable credit judgment.   Eligible
Domestic Accounts shall not include the following:

               (a)  Accounts that the Account Debtor has failed to pay
within  60  days  of  due date (or, in  the  case  of  Federal
Accounts, 90 days of due date) or Accounts with selling  terms
of more than 60 days;

               (b)  Accounts owed by an Account Debtor or its Affiliates
where  50% or more of all Accounts owed by that Account Debtor
(or  its  Affiliates) are deemed ineligible under  clause  (a)
above;

               (c)  Accounts with respect to which the Account Debtor is
an employee, Affiliate, or agent of Borrower;

               (d)  Accounts with respect to which goods are placed on
consignment,  guaranteed  sale,  sale  or  return,   sale   on
approval, bill and hold, or other terms by reason of which the
payment by the Account Debtor may be conditional;

               (e)  Accounts that are not payable in Dollars or with
respect to which the Account Debtor: (i) does not maintain its
chief  executive office in the United States, or (ii)  is  not
organized  under the laws of the United States  or  any  State
thereof, or (iii) is the government of any foreign country  or
sovereign  state, or of any state, province, municipality,  or
other  political  subdivision thereof, or of  any  department,
agency,  public corporation, or other instrumentality thereof,
unless  (y) the Account is supported by an irrevocable  letter
of  credit  that  is  satisfactory to Foothill  (as  to  form,
substance, and issuer or domestic confirming bank)  and  that,
upon the occurrence and during the continuance of an Event  of
Default,  has  been  delivered to  Foothill  and  is  directly
drawable  by Foothill (provided, however, that nothing  herein
shall limit Foothill's right to not make an Advance or issue a
Letter   of   Credit  upon  the  occurrence  and  during   the
continuance  of  an Event of Default), or (z) the  Account  is
covered  by  credit insurance in form and amount,  and  by  an
insurer, satisfactory to Foothill;

               (f)  Accounts with respect to which the Account Debtor is
a creditor of Borrower, has or has asserted a right of setoff,
has  disputed its liability (whether pursuant to a contractual
discrepancy or otherwise), or has made any claim with  respect
to  the  Account; provided, however, that the  foregoing  only
shall  apply  to the extent of such right of setoff,  disputed
liability, or other claim giving rise to such contra-account.

               (g)  Accounts with respect to an Account Debtor whose
total obligations owing to Borrower exceed 10% of all Eligible
Accounts,  to  the  extent of the obligations  owing  by  such
Account   Debtor  in  excess  of  such  percentage;  provided,
however,  that  in  the  case of the  United  States  and  its
departments,  agencies,  and  instrumentalities,  taken  as  a
whole,  the foregoing percentage shall be fifty percent  (50%)
before the excess would be deemed ineligible;

               (h)  Accounts with respect to which the Account Debtor is
subject to any Insolvency Proceeding, or becomes insolvent, or
goes out of business;

               (i)  Accounts the collection of which Foothill, in its
reasonable credit judgment, believes to be doubtful by  reason
of  the  Account Debtor's financial condition and with respect
to which Foothill has notified Borrower of such belief;

               (j)  Accounts (other than Eligible Unbilled Accounts)
with  respect  to which the goods giving rise to such  Account
have  not  been shipped and billed to the Account Debtor,  the
services  giving rise to such Account have not been  performed
and  accepted by the Account Debtor, or the Account  otherwise
does not represent a final sale;

               (k)  Accounts with respect to which the Account Debtor is
located  in  the states of New Jersey, Minnesota, Indiana,  or
West Virginia (or any other state that requires a creditor  to
file  a Business Activity Report or similar document in  order
to  bring suit or otherwise enforce its remedies against  such
Account  Debtor in the courts or through any judicial  process
of  such  state), unless Borrower has qualified to do business
in  New  Jersey,  Minnesota, Indiana, West Virginia,  or  such
other  states,  or  has filed a Notice of Business  Activities
Report   with   the  applicable  division  of  taxation,   the
department  of revenue, or with such other state  offices,  as
appropriate, for the then-current year, or is exempt from such
filing requirement;

               (l)  At such times as Foothill may determine in its sole
discretion, Federal Accounts (exclusive, however, of  Accounts
with   respect  to  which  Borrower  has  complied,   to   the
satisfaction of Foothill and subject to Section 4.4(c) hereof,
with the Assignment of Claims Act, 31 U.S.C.  3727);

               (m)  At such times as Foothill may determine in its sole
discretion, Accounts with respect to which the Account  Debtor
is any State of the United States (exclusive, however, of: (i)
Accounts  owed  by  any State that does not have  a  statutory
counterpart to the Assignment of Claims Act; and (ii) Accounts
owed  by  any  State that has a statutory counterpart  to  the
Assignment  of  Claims Act and with respect to which  Borrower
has  complied, to the satisfaction of Foothill and subject  to
Section 4.4(c) hereof, with such statutory counterpart);

               (n)  Federal Accounts arising under any one underlying
contract  or  any series of related underlying contracts,  the
total  amount of which obligations owing Borrower exceeds  10%
of  all  Eligible  Accounts, to the extent of the  obligations
owing  under  such  contract or contracts in  excess  of  such
percentage;

               (o)  Federal Accounts in respect of which the subject
contract  for goods and services is designated by the  Account
Debtor  as  "classified"  (i.e., the ability  of  Foothill  to
receive information regarding such contract or such Account is
restricted by rules or regulations of the United States or any
department, agency, or instrumentality of the United States in
respect of classified information);

               (p)  Optronics Accounts or AnaTech Accounts;

               (q)  Accounts which represent progress payments or other
advance  billings  that are due prior  to  the  completion  of
performance by Borrower of the subject contract for  goods  or
services, except to the extent that such progress payments  or
other advance billings are expressly permitted by the terms of
the   subject   contract  (including  so-called   "maintenance
contracts"); or

               (r)  Accounts with respect to which a surety or other
bond has been issued in respect of the performance by Borrower
of the subject contract for goods or services.

               "Eligible  Domestic Inventory" means  Eligible
Domestic  Finished Goods Inventory and Eligible  Domestic  Raw
Materials Inventory.

               "Eligible  Domestic Finished Goods  Inventory"
means  Inventory  consisting of first quality  finished  goods
held  for sale or license in the ordinary course of Borrower's
business, that are located at or in-transit between Borrower's
premises identified on Schedule E-1, and that strictly  comply
with  each  and  all  of  the representations  and  warranties
respecting Inventory made by Borrower to Foothill in the  Loan
Documents;  provided, however, that standards  of  eligibility
may  be  fixed  and revised from time to time by  Foothill  in
Foothill's  reasonable credit judgment.   In  determining  the
amount  to  be so included, Inventory shall be valued  at  the
lower  of cost or market on a basis consistent with Borrower's
current  and  historical accounting  practices.   An  item  of
Inventory shall not be included in Eligible Domestic  Finished
Goods Inventory if:

               (a)  through (g) are manually numbered(a)    it
is  not  owned  solely by Borrower or Borrower does  not  have
good, valid, and marketable title thereto;

               (b)  it is not located at one of the locations
set forth on Schedule E-1;

               (c)  it  is not located on property owned  or
leased  by Borrower or in a contract warehouse, in each  case,
subject  to  a  Collateral Access Agreement  executed  by  the
mortgagee, lessor, the warehouseman, or other third party,  as
the  case  may  be,  and  segregated or  otherwise  separately
identifiable  from  goods of others, if  any,  stored  on  the
premises;

               (d)  it is not subject to a valid and perfected
first priority security interest in favor of Foothill;

               (e)  it consists of goods returned or rejected
by Borrower's customers or goods in transit;

               (f)  it is Inventory of the Optronics Division
or the AnaTech Division; or

               (g)  it  is  obsolete  or  slow  moving,   a
restrictive or custom item, raw materials, work-in-process,  a
component  that is not part of finished goods, or  constitutes
spare  parts (other than spare parts located at the Huntsville
Property), packaging and shipping materials, supplies used  or
consumed in Borrower's business, Inventory subject to  a  Lien
in  favor  of any third Person, bill and hold goods, defective
goods, "seconds," or Inventory acquired on consignment.

               "Eligible  Domestic  Raw Materials  Inventory"
means  Inventory  that does not qualify as  Eligible  Domestic
Finished  Goods  Inventory solely because it  constitutes  raw
materials  consisting of components used as a  part  of  first
quality finished goods held for sale in the ordinary course of
Borrower's business.

               "Eligible  Unbilled  Accounts"  means   those
Domestic  Accounts created by Borrower that would  qualify  as
Eligible  Domestic  Accounts except for  the  fact  that  they
constitute Unbilled Accounts.

               "Equipment" means all of Borrower's present and
hereafter   acquired   machinery,   machine   tools,   motors,
equipment,   furniture,   furnishings,   fixtures,    vehicles
(including  motor vehicles and trailers), tools, parts,  goods
(other  than  consumer  goods, farm products,  or  Inventory),
wherever  located, including, (a) any interest of Borrower  in
any  of  the  foregoing, and (b) all attachments, accessories,
accessions,   replacements,  substitutions,   additions,   and
improvements to any of the foregoing.

               "ERISA"  means the Employee Retirement  Income
Security  Act  of  1974, 29 U.S.C.  1000 et  seq.,  amendments
thereto,  successor  statutes,  and  regulations  or  guidance
promulgated thereunder.

               "ERISA  Affiliate" means (a)  any  corporation
subject  to  ERISA whose employees are treated as employed  by
the  same  employer  as the employees of  Borrower  under  IRC
Section  414(b),  (b) any trade or business subject  to  ERISA
whose  employees are treated as employed by the same  employer
as  the  employees of Borrower under IRC Section  414(c),  (c)
solely for purposes of Section 302 of ERISA and Section 412 of
the IRC, any organization subject to ERISA that is a member of
an  affiliated  service group of which Borrower  is  a  member
under  IRC  Section  414(m), or (d)  solely  for  purposes  of
Section  302  of ERISA and Section 412 of the IRC,  any  party
subject  to  ERISA  that  is a party to  an  arrangement  with
Borrower and whose employees are aggregated with the employees
of Borrower under IRC Section 414(o).

              "ERISA Event" means (a) a Reportable Event with
respect  to  any Benefit Plan or Multiemployer Plan,  (b)  the
withdrawal  of  Borrower,  any of its  Subsidiaries  or  ERISA
Affiliates from a Benefit Plan during a plan year in which  it
was a "substantial employer" (as defined in Section 4001(a)(2)
of  ERISA), (c) the providing of notice of intent to terminate
a  Benefit  Plan  in a distress termination (as  described  in
Section 4041(c) of ERISA), (d) the institution by the PBGC  of
proceedings to terminate a Benefit Plan or Multiemployer Plan,
(e)  any  event or condition (i) that provides a  basis  under
Section  4042(a)(1), (2), or (3) of ERISA for the  termination
of, or the appointment of a trustee to administer, any Benefit
Plan  or  Multiemployer  Plan, or  (ii)  that  may  result  in
termination of a Multiemployer Plan pursuant to Section  4041A
of  ERISA,  (f) the partial or complete withdrawal within  the
meaning  of Sections 4203 and 4205 of ERISA, of Borrower,  any
of  its  Subsidiaries or ERISA Affiliates from a Multiemployer
Plan,  or (g) providing any security to any Plan under Section
401(a)(29) of the IRC by Borrower or its Subsidiaries  or  any
of their ERISA Affiliates.

               "Event of Default" has the meaning set forth in Section 8.

               "Exchange  Rate"  means the  nominal  rate  of
exchange  available to Foothill in a chosen  foreign  exchange
market  for the purchase of the applicable non-Dollar currency
at 12:00 noon, local time, 1 Business Day prior to any date of
determination,  expressed  as the  number  of  units  of  such
currency per Dollar.

               "Excluded Foreign Portion" means, with respect
to  any Foreign Subsidiary, the portion (if any) of the equity
securities of such Subsidiary owned of record by Borrower with
voting  power  that is in excess of 65% of the total  combined
voting   power  of  issued  and  outstanding  stock  of   such
Subsidiary entitled to vote.

               "Excluded Foreign Subsidiary Securities" means
(a)  the  Excluded  Foreign Portion (if  any)  of  the  equity
securities of any Foreign Subsidiary of Borrower identified in
Schedule  II  of  the Pledge Agreement (as  the  same  may  be
amended or supplemented from time to time), and (b) subject to
the  last paragraph of Section 6.3, 100% of the fully  diluted
issued  and outstanding equity securities of any other Foreign
Subsidiary of Borrower.

               "Existing Lender" means Citicorp USA, Inc., as
the  representative  of  certain  banks  and  other  financial
institutions.

               "Federal  Accounts" means Accounts  where  the
United States or any department, agency, or instrumentality of
the United States is the Account Debtor.

               "FEIN" means Federal Employer Identification Number.

               "Foothill"  has the meaning set forth  in  the
preamble to this Agreement.

               "Foothill Account" has the meaning set forth in Section 2.7.
 
               "Foothill  Expenses"  means  all:   costs  or
expenses (including taxes, and insurance premiums) required to
be  paid by Borrower under any of the Loan Documents that  are
paid or incurred by Foothill; fees or charges paid or incurred
by  Foothill  in connection with Foothill's transactions  with
Borrower,   including,  fees  or  charges  for   photocopying,
notarization,   couriers  and  messengers,  telecommunication,
public  record  searches (including tax lien, litigation,  and
UCC  (or equivalent) searches and including searches with  the
patent  and  trademark office, the copyright  office,  or  the
department of motor vehicles), filing, recording, publication,
appraisal (including periodic Personal Property Collateral  or
Real  Property  Collateral appraisals), real  estate  surveys,
real estate title policies and endorsements, and environmental
audits;  costs  and  expenses  incurred  by  Foothill  in  the
disbursement  of  funds  to  Borrower  (by  wire  transfer  or
otherwise);  charges  paid or incurred by  Foothill  resulting
from  the  dishonor  of  checks; costs and  expenses  paid  or
incurred  by  Foothill to correct any default or  enforce  any
provision of the Loan Documents, or in gaining possession  of,
maintaining, handling, preserving, storing, shipping, selling,
preparing  for  sale,  or advertising  to  sell  the  Personal
Property  Collateral or the Real Property Collateral,  or  any
portion   thereof,   irrespective  of  whether   a   sale   is
consummated; costs and expenses paid or incurred  by  Foothill
in  examining  Borrower's Books; costs and expenses  of  third
party claims or any other suit paid or incurred by Foothill in
enforcing  or  defending the Loan Documents or  in  connection
with  the  transactions contemplated by the Loan Documents  or
Foothill's   relationship  with  Borrower  (or  any   of   its
Subsidiaries  party  to  one  or  more  Loan  Documents);  and
Foothill's reasonable attorneys fees and expenses incurred  in
advising,  structuring,  drafting,  reviewing,  administering,
amending, terminating, enforcing (including attorneys fees and
expenses   incurred  in  connection  with   a   "workout,"   a
"restructuring,"   or  an  Insolvency  Proceeding   concerning
Borrower),   defending,  or  concerning  the  Loan  Documents,
irrespective of whether suit is brought.

               "Foreign  Subsidiary"  means  any  Subsidiary
organized  under  the laws of a jurisdiction  other  than  the
United States or any State thereof.

               "GAAP"  means  generally  accepted  accounting
principles  as  in  effect from time to  time  in  the  United
States, consistently applied.

               "General  Intangibles" means all of Borrower's
present  and  future  general intangibles and  other  personal
property  (including  contract rights,  rights  arising  under
common  law,  statutes, or regulations, choses  or  things  in
action,    goodwill,   patents,   trade   names,   trademarks,
servicemarks,   copyrights,  blueprints,  drawings,   purchase
orders, customer lists, monies due or recoverable from pension
funds,  route lists, rights to payment and other rights  under
any  royalty  or  licensing agreements,  infringement  claims,
computer programs, information contained on computer disks  or
tapes,   literature,  reports,  catalogs,  deposit   accounts,
insurance  premium  rebates,  tax  refunds,  and  tax   refund
claims),   other   than   goods,  Accounts,   and   Negotiable
Collateral.

               "Governing Documents" means the certificate or
articles of incorporation, by-laws, or other organizational or
governing documents of any Person.

               "Hazardous Materials" means (a) substances that
are defined or listed in, or otherwise classified pursuant to,
any  applicable laws or regulations as "hazardous substances,"
"hazardous materials," "hazardous wastes," "toxic substances,"
or any other formulation intended to define, list, or classify
substances  by  reason  of  deleterious  properties  such   as
ignitability,    corrosivity,   reactivity,   carcinogenicity,
reproductive  toxicity, or "EP toxicity", (b) oil,  petroleum,
or  petroleum  derived substances, natural  gas,  natural  gas
liquids, synthetic gas, drilling fluids, produced waters,  and
other wastes associated with the exploration, development,  or
production of crude oil, natural gas, or geothermal resources,
(c)  any flammable substances or explosives or any radioactive
materials,   and  (d)  asbestos  in  any  form  or  electrical
equipment that contains any oil or dielectric fluid containing
levels of polychlorinated biphenyls in excess of 50 parts  per
million.

               "Huntsville Property" means the Real  Property
(and  related improvements thereto) of Borrower located in  or
about Huntsville, Alabama.

               "IG  Australia"  means Intergraph  Corporation
Pty., Ltd.. a corporation organized under the laws of Australia.

               "IG  Australia Existing Lender" means National
Bank of Australia.

               "IG  Australia Existing Lender Pay-Off Letter"
means  a letter, in form and substance reasonably satisfactory
to  Foothill, from IG Australia Existing Lender respecting the
amount  necessary to repay in full all of the  obligations  of
Borrower or IG Australia owing to IG Australia Existing Lender
and  obtain  a  termination or release of  all  of  the  Liens
existing  in favor of IG Australia Existing Lender in  and  to
the properties or assets of Borrower and its Subsidiaries.


               "IG Benelux" means Intergraph Benelux B.V.,  a
corporation organized under the laws of The Netherlands.

               "IG Benelux Existing Lender" means ING  Bank, N.V..


               "IG Delaware" means Intergraph Delaware, Inc.,
a Delaware corporation.

               "Indebtedness" means: (a) all  obligations  of
Borrower  for borrowed money, (b) all obligations of  Borrower
evidenced  by  bonds,  debentures,  notes,  or  other  similar
instruments  and  all  reimbursement or other  obligations  of
Borrower in respect of letters of credit, bankers acceptances,
interest  rate  swaps, or other financial  products,  (c)  all
obligations  of  Borrower  under  capital  leases,   (d)   all
obligations or liabilities of others secured by a Lien on  any
property  or  asset of Borrower, irrespective of whether  such
obligation or liability is assumed, and (e) any obligation  of
Borrower   guaranteeing  or  intended  to  guarantee  (whether
guaranteed,  endorsed,  co-made,  discounted,  or  sold   with
recourse  to  Borrower)  any  indebtedness,  lease,  dividend,
letter  of  credit, or other obligation of any  other  Person;
provided,  however,  that  the term "Indebtedness"  shall  not
include  (i)  liabilities or obligations  arising  out  of  or
relating to guarantees, warranties, or other commitments  that
products  or systems sold by Borrower or any of its Affiliates
will  meet  particular performance or operating specifications
("Commercial  Performance Guarantees"),  or  (ii)  liabilities
arising  out  of  or relating to agreements or commitments  of
Borrower  to  maintain the financial condition or solvency  of
any  Affiliate  of  Borrower that are made,  in  the  ordinary
course  of Borrower's business consistent with past practices,
in  connection  with  or  in  fulfillment  of  any  Commercial
Performance Guarantee.

                "Insolvency  Proceeding" means any  proceeding
commenced by or against any Person under any provision of  the
Bankruptcy  Code or under any other bankruptcy  or  insolvency
law,  assignments  for  the benefit of  creditors,  formal  or
informal  moratoria, compositions, extensions  generally  with
creditors, or proceedings seeking reorganization, arrangement,
or other similar relief.

                "Interest  Rate  Agreement"  shall  mean  any
interest  rate swap agreement or any other similar  insurance-
type  agreement  in  connection with  any  interest  "cap"  or
"collar"  transaction  or  any  other  interest  rate  hedging
transaction.

                "InterCAP"  means  InterCAP  Graphic  Systems,
Inc., a Delaware corporation.

                "Intercompany Notes" means promissory notes, if
any,  evidencing loan obligations between Borrower and any  of
its  Subsidiaries that constitute loans qualifying  under  the
definition   of  "Permitted  Subsidiary  Loans   and   Capital
Contributions" or that are permitted under Section 7.1(d).

                "Inventory"  means  all  present  and  future
inventory in which Borrower has any interest, including  goods
held  for sale, license, or lease or to be furnished  under  a
contract  of service and all of Borrower's present and  future
raw  materials, work in process, finished goods,  and  packing
and shipping materials, wherever located.

                "Inventory Advance Rate" means 25%;  provided,
however,  that  the Inventory Advance Rate shall  at  no  time
exceed the quotient, expressed as a percentage, equal to  100%
of  the  Liquidation Value based upon the  most  recent  third
party  appraisal of Borrower's Inventory located in the United
States conducted by an appraiser selected by Foothill, divided
by  the  value of Eligible Domestic Inventory on the  date  of
such appraisal.

                "IRC" means the Internal Revenue Code of 1986,
as amended, and the regulations thereunder.

                "L/C" has the meaning set forth in Section 2.2(a).

                "L/C Guaranty" has the meaning set forth in Section 2.2(a).

                "Letter  of  Credit" means an L/C  or  an  L/C
Guaranty, as the context requires.

                "Letter of Credit Usage" means the sum of  (a)
the  undrawn amount of Letters of Credit, plus (b) the  amount
of unreimbursed drawings under Letters of Credit.

                "Lien" means any interest in property securing
an  obligation owed to, or a claim by, any Person  other  than
the  owner  of  the property, whether such interest  shall  be
based  on  the common law, statute, or contract, whether  such
interest  shall  be recorded or perfected,  and  whether  such
interest  shall  be  contingent upon the  occurrence  of  some
future  event  or  events  or the  existence  of  some  future
circumstance or circumstances, including the lien or  security
interest  arising from a mortgage, deed of trust, encumbrance,
pledge,   hypothecation,  assignment,   deposit   arrangement,
security agreement, adverse claim or charge, conditional  sale
or  trust  receipt, or from a lease, consignment, or  bailment
for   security   purposes  and  also  including  reservations,
exceptions,     encroachments,    easements,    rights-of-way,
covenants,  conditions, restrictions, leases, and other  title
exceptions and encumbrances affecting Real Property.

                "Liquidation Value" means, in respect  of  any
item  of  Inventory or Equipment, the net orderly  liquidation
value of such item of Inventory or Equipment as determined  by
a qualified appraiser selected by Foothill.

                "Loan Account" has the meaning set forth in Section 2.10.

                "Loan  Documents"  means this  Agreement,  the
Disbursement  Letter,  the  Letters  of  Credit,  the  Lockbox
Agreements,  the  Mortgages, the Aircraft Security  Agreement,
the   Copyright   Security  Agreement,  the  Patent   Security
Agreement,  the  Pledge  Agreement,  the  Trademark   Security
Agreement,  the  VCOC Letter, any note or  notes  executed  by
Borrower  and  payable to Foothill, and  any  other  agreement
entered  into, now or in the future, in connection  with  this
Agreement.

                "Lockbox  Account"  shall  mean  a  depositary
account established pursuant to one of the Lockbox Agreements.

                "Lockbox  Agreements"  means  those   certain
Lockbox  Operating  Procedural Agreements  and  those  certain
Depository   Account   Agreements,  in  form   and   substance
reasonably  satisfactory to Foothill, each of which  is  among
Borrower, Foothill, and one of the Lockbox Banks.

                "Lockbox  Banks" means Citibank,  N.A.,  First
National Bank of Chicago, and NationsBank of Georgia.

                "Lockboxes" has the meaning set forth in Section 2.7.

                "M&S" means M&S Computing Investments, Inc., a
Delaware corporation.

                "Material Adverse Change" means (a) a material
adverse  change  in  the  business,  operations,  results   of
operations, assets, liabilities or condition of Borrower,  (b)
the  material impairment of Borrower's ability to perform  its
obligations under the Loan Documents to which it is a party or
of  Foothill to enforce the Obligations or to realize upon the
Collateral, (c) a material adverse effect on the value of  the
Collateral  or  the amount that Foothill would  be  likely  to
receive  (after giving consideration to delays in payment  and
costs  of  enforcement) in the liquidation of such Collateral,
or  (d)  a  material impairment of the priority of  Foothill's
Liens with respect to the Collateral; provided, however,  that
the determination of any Material Adverse Change shall be made
after  giving  effect  to the reserves,  if  any,  created  by
Foothill against the Borrowing Base, or the reduction, if any,
made  by  Foothill of the applicable advance rates based  upon
the  Borrowing Base, in each case, in respect of the event  or
circumstance  giving  rise  to such material  adverse  change,
material impairment, or material adverse effect.

               "Maturity Date" has the meaning set forth in Section 3.4.

               "Maximum Amount" means $100,000,000.

               "Maximum  Revolving Amount" means, as  of  any
date  of  determination, the result of (a) the Maximum Amount,
minus (b) the then outstanding principal balance of the Term Loan.

               "Meadlock  Note" means that certain promissory
note,  dated May 1, 1996, made by James Meadlock to the  order
of  Borrower in the original principal amount of approximately
$4,400,000.

               "Mortgage  Policies"  means  mortgagee  title
insurance  policies (or marked commitments to issue the  same)
for  the  Real Property Collateral issued by a title insurance
company   reasonably  satisfactory  to  Foothill  in   amounts
reasonably satisfactory to Foothill.

               "Mortgages" means one or more mortgages, deeds
of  trust,  or deeds to secure debt, executed by  Borrower  in
favor  of  Foothill, the form and substance of which shall  be
reasonably  satisfactory to Foothill, that encumber  the  Real
Property Collateral and the related improvements thereto.

               "Multiemployer  Plan" means  a  "multiemployer
plan"  (as  defined in Section 4001(a)(3) of ERISA)  to  which
Borrower, any of its Subsidiaries, or any ERISA Affiliate  has
contributed, or was obligated to contribute, within  the  past
six years.

               "Negotiable Collateral" means all of Borrower's
present  and  future letters of credit, notes  (including  the
Meadlock  Note),  drafts,  instruments,  investment  property,
security  entitlements, securities (including  the  shares  of
stock of Subsidiaries of Borrower, but expressly excluding the
Excluded Foreign Subsidiary Securities and the Bentley  Equity
Interests),  documents,  personal  property  leases   (wherein
Borrower  is the lessor), chattel paper, and Borrower's  Books
relating to any of the foregoing.

               "Net   Worth"  means,  as  of  any  date   of
determination, Borrower's total stockholder's equity.

               "Obligations" means all loans, Advances, debts,
principal, interest (including any interest that, but for  the
provisions  of  the  Bankruptcy  Code,  would  have  accrued),
contingent  reimbursement obligations  under  any  outstanding
Letters  of  Credit,  premiums  (including  Early  Termination
Premiums),  liabilities  (including  all  amounts  charged  to
Borrower's  Loan Account pursuant hereto), obligations,  fees,
charges,  costs, or Foothill Expenses (including any  fees  or
expenses that, but for the provisions of the Bankruptcy  Code,
would  have  accrued), lease payments, guaranties,  covenants,
and  duties  owing by Borrower to Foothill  of  any  kind  and
description  (whether  pursuant to or evidenced  by  the  Loan
Documents or pursuant to any other agreement between  Foothill
and  Borrower, and irrespective of whether for the payment  of
money),  whether direct or indirect, absolute  or  contingent,
due  or to become due, now existing or hereafter arising,  and
including  any  debt,  liability,  or  obligation  owing  from
Borrower  to  others  that  Foothill  may  have  obtained   by
assignment  or otherwise, and further including  all  interest
not  paid when due and all Foothill Expenses that Borrower  is
required to pay or reimburse by the Loan Documents, by law, or
otherwise.

               "Obligor" means any of Borrower or any of its Subsidiaries 
party to one or more Loan Documents, including M&S and IG Delaware.

                "Optronics  Division"  means  the   Optronics
Division of Borrower.

                "Optronics Accounts" means Accounts created by
the Optronics Division.

                "Ordinary  Course  Dispositions"  means  Asset
Dispositions  of  (a)  Inventory in  the  ordinary  course  of
business,  (b) Equipment that is substantially worn,  damaged,
or  obsolete in the ordinary course of business, (c) Equipment
that is a so-called "internal equipment item" that is replaced
by  Borrower in the ordinary course of business and consistent
with past practices with another such item of equal or greater
value,  and  (d)  Equipment that is a so-called "demonstration
item"  in the ordinary course of business and consistent  with
past practices.

               "Overadvance" has the meaning set forth in Section 2.5.

               "Participant"  means  any  Person  to   which
Foothill has sold a participation interest in its rights under
the Loan Documents.

               "Patent  Security Agreement"  means  a  Patent
Security  Agreement,  in  the form  of  Exhibit  P-1  attached
hereto,  dated as of even date herewith, between Borrower  and
Foothill.

               "Pay-Off Letter" means a letter, in  form  and
substance  reasonably satisfactory to Foothill, from  Existing
Lender respecting the amount necessary to repay in full all of
the  obligations  of  Borrower owing to  Existing  Lender  and
obtain  a  termination or release of all of the Liens existing
in favor of Existing Lender in and to the properties or assets
of Borrower.

               "PBGC"  means  the  Pension  Benefit  Guaranty
Corporation as defined in Title IV of ERISA, or any successor thereto.

               "Permitted AnaTech Dispositions" means, subject
to  the  prior  or  concurrent  satisfaction  of  the  Release
Condition  therefor, Asset Dispositions of the assets  of  the
AnaTech  Division, free and clear of Foothill's  Lien  thereon
(other than Foothill's Lien in the proceeds of such Asset Disposition).

               "Permitted   Appraised  Assets  Dispositions"
means, subject to the prior or concurrent satisfaction of  the
Release  Condition therefor, Asset Dispositions  of  Appraised
Assets  (in  the  ordinary course of Borrower's  business  and
consistent  with past practices), free and clear of Foothill's
Lien  thereon (other than Foothill's Lien in the  proceeds  of
such Asset Disposition), so long as: (a) Borrower replaces the
Appraised  Asset that is the subject of such Asset Disposition
(the "Disposed Appraised Asset") with a newly acquired item of
Equipment  of  equal  or  greater comparable  value  than  the
appraised value of the Disposed Appraised Asset set  forth  in
the  most  recent  appraisal thereof and  reports  such  Asset
Disposition and replacement pursuant to Section 6.2;  and  (b)
in  the  case  of any single Asset Disposition  or  series  of
integrated  Asset Dispositions involving one or more  Disposed
Appraised Assets with an aggregate appraised value of $100,000
or more, the chief financial officer of Borrower shall deliver
to  Foothill a certificate, in form and substance satisfactory
to Foothill, demonstrating in reasonable detail that the value
of such newly acquired item or items of Equipment are of equal
or  greater comparable value than the appraised value  of  the
relevant Disposed Appraised Asset set forth in the most recent
appraisal thereof.

               "Permitted Bentley Disposition" means, subject
to  the  prior  or  concurrent  satisfaction  of  the  Release
Condition therefor, Asset Dispositions of the Bentley Equity Interests.

               "Permitted Bestinfo Disposition" means, subject
to  the  prior  or  concurrent  satisfaction  of  the  Release
Condition therefor, Asset Dispositions of the capital stock of
Bestinfo,  free  and clear of Foothill's Lien  thereon  (other
than   Foothill's  Lien  in  the  proceeds   of   such   Asset
Disposition).

               "Permitted  Disposition"  means  (a)  Ordinary
Course  Dispositions,  (b) Permitted  Optronics  Dispositions,
Permitted   AnaTech   Dispositions,  the   Permitted   Bentley
Disposition, and the Permitted Bestinfo Disposition,  (c)  the
Reston  Sale/Leaseback, (d) subject to the prior or concurrent
satisfaction  of  the  applicable Release Condition  therefor,
Asset  Dispositions  of the assets that  are  the  subject  of
Permitted Toehold Investments and Permitted Other Investments,
(e)  Permitted Appraised Assets Dispositions, and (f)  subject
to  the  prior  or concurrent satisfaction of  the  applicable
Release  Condition  therefor, other  Asset  Dispositions  (but
excluding   Asset   Dispositions  of  Equipment   constituting
Appraised  Assets)  not in the ordinary course  of  Borrower's
business that do not exceed, on a book value basis, $1,000,000
in  the aggregate in any fiscal year and do not exceed,  on  a
book value basis, $250,000 in any one transaction or series of
related transactions.

               "Permitted  Investments" means: (a)  Permitted
Ordinary   Course   Investments;   (b)   Permitted   Repayment
Investments; (c) Permitted Toehold Investments; (d)  Permitted
Subsidiary Loans and Capital Contributions; and (e)  Permitted
Other Investments.

               "Permitted  Liens" means  (a)  Liens  held  by
Foothill, (b) Liens for unpaid taxes that either (i)  are  not
yet  due  and  payable  or (ii) are the subject  of  Permitted
Protests,  (c) Liens set forth on Schedule P-1,  (d)  purchase
money  Liens  in  respect of Equipment and  the  interests  of
lessors  under  operating leases and of lessors under  capital
leases  to  the extent that the acquisition or  lease  of  the
underlying asset is permitted under Section 7.21 and  so  long
as  the  Lien only attaches to the asset purchased or acquired
and  only  secures the purchase price of the asset, (e)  Liens
arising   by  operation  of  law  in  favor  of  warehousemen,
landlords,  carriers,  mechanics,  materialmen,  laborers,  or
suppliers,  incurred  in the ordinary course  of  business  of
Borrower  and not in connection with the borrowing  of  money,
and  which  Liens  either (i) are for sums  not  yet  due  and
payable,  or  (ii) are the subject of Permitted Protests,  (f)
Liens  arising from deposits made in connection with obtaining
worker's  compensation  or other unemployment  insurance,  (g)
Liens  or deposits to secure performance of bids, tenders,  or
leases   (to  the  extent  permitted  under  this  Agreement),
incurred  in  the ordinary course of business of Borrower  and
not  in  connection  with the borrowing of  money,  (h)  Liens
arising  by reason of security for surety or appeal  bonds  in
the  ordinary course of business of Borrower, (i) Liens of  or
resulting  from any judgment or award that would  not  have  a
Material  Adverse  Effect and as to which  the  time  for  the
appeal or petition for rehearing of which has not yet expired,
or  in  respect of which Borrower is in good faith prosecuting
an  appeal or proceeding for a review, and in respect of which
a  stay  of  execution pending such appeal or  proceeding  for
review  has been secured, (j) Liens with respect to  the  Real
Property Collateral that are exceptions to the commitments for
title  insurance issued in connection with the  Mortgages,  as
accepted  by  Foothill, (k) with respect to any Real  Property
that  is  not part of the Real Property Collateral, easements,
rights  of way, zoning and similar covenants and restrictions,
and  similar encumbrances that customarily exist on properties
of   Persons  engaged  in  similar  activities  and  similarly
situated  and  that  in any event do not materially  interfere
with  or  impair  the use or operation of  the  Collateral  by
Borrower  or the value of Foothill's Lien thereon or  therein,
or  materially  interfere  with the ordinary  conduct  of  the
business of Borrower, (l) software escrow arrangements entered
into  in the ordinary course of business consistent with  past
practice,  and  (m)  if and to the extent required  under  the
Payoff  Letter, cash collateral pledged to Existing Lender  to
secure  the  outstanding obligations, as of the Closing  Date,
under  letters  of  credit issued by Existing  Lender  or  the
financial   institutions   for   which   it   is   acting   as
representative  in  respect of the Indebtedness  that  is  the
subject of the Payoff Letter.

                "Permitted  Optronics  Dispositions"   means,
subject to the prior or concurrent satisfaction of the Release
Condition  therefor, (a) Asset Dispositions of the  assets  of
the  Optronics  Division, free and clear  of  Foothill's  Lien
thereon  (other than Foothill's Lien in the proceeds  of  such
Asset  Disposition) to any Person other than a  Subsidiary  of
Borrower,  or  (b)  the capital contribution  by  Borrower  to
Scansystems of the operating assets of the Optronics Division.

                "Permitted  Ordinary Course Investment"  means
(a) direct obligations of, or obligations the principal of and
interest  on  which  are unconditionally  guaranteed  by,  the
United  States  of America with a maturity not  exceeding  one
year,  (b)  certificates of deposit, time  deposits,  banker's
acceptances or other instruments of a bank having  a  combined
capital  and  surplus  of not less than  $500,000,000  with  a
maturity not exceeding one year, (c) investments in commercial
paper rated at least A-1 or P-1 maturing within one year after
the  date  of  acquisition thereof, (d) money market  accounts
maintained at a bank having combined capital and surplus of no
less  than  $500,000,000 or at another  financial  institution
reasonably satisfactory to Foothill, (e) loans and advances to
officers  and  employees  of  Borrower  (exclusive  of   loans
evidenced  by  the  Meadlock Note) in the ordinary  course  of
business  in  an aggregate amount at any one time  outstanding
not  to exceed $3,000,000, (f) loans evidenced by the Meadlock
Note,   (g)   investments   in  negotiable   instruments   for
collection, (h) advances in connection with purchases of goods
or  services  in  the  ordinary course of  business,  and  (i)
deposits required in connection with leases.

               "Permitted Other Investments" means the equity
investments of Borrower as of the Closing Date identified on Schedule P-2.

               "Permitted Protest" means the right of Borrower
to  protest any Lien other than any such Lien that secures the
Obligations, tax (other than payroll taxes or taxes  that  are
the  subject of a United States federal tax lien),  or  rental
payment,  provided  that (a) a reserve with  respect  to  such
obligation  is  established  on  the  books  of  Borrower   in
accordance  with  GAAP  (or,  if higher,  in  an  amount  that
Foothill  in good faith and in its reasonable credit  judgment
believes to be appropriate under the circumstances),  (b)  any
such  protest  is  instituted  and  diligently  prosecuted  by
Borrower  in  good faith, and (c) Foothill is satisfied  that,
while any such protest is pending, there will be no impairment
of  the  enforceability, validity, or priority of any  of  the
Liens of Foothill in and to the Collateral.

               "Permitted Repayment Investment" means (a) the
contribution   or   loan  by  Borrower  to   IG   Benelux   of
approximately $15,000,000 to enable IG Benelux  to  repay,  in
full, all of its indebtedness owing to the IG Benelux Existing
Lender,  or  (b)  subject to the timely  satisfaction  of  the
condition  set  forth in Section 3.3(f), the  contribution  or
loan  by Borrower to IG Australia of approximately $24,000,000
to  enable  IG  Australia  to  repay,  in  full,  all  of  its
indebtedness owing to the IG Australia Existing Lender.

               "Permitted   Subsidiary  Loans  and   Capital
Contributions"  means  loans  and capital  contributions  made
after  the  Closing  Date by Borrower  to  any  Subsidiary  of
Borrower;  provided, however, that all such loans and  capital
contributions  made  by  Borrower shall  not  exceed,  in  the
aggregate, (a) $20,000,000 during the 1997 calendar year,  (b)
$25,000,000 during the 1998 calendar year, and (c) $30,000,000
during the 1999 calendar year.

               "Permitted  Toehold  Investment"  means   the
acquisition  of an equity interest in a Person  other  than  a
Subsidiary  of Borrower (but not to exceed 10% of all  of  the
issued  and outstanding equity interests of such Person  on  a
fully  diluted basis) so long as (a) no Default  or  Event  of
Default shall have occurred and be continuing or would  result
from  the  consummation of the proposed acquisition,  (b)  the
Person,  in  whom  the equity interest is being  acquired,  is
engaged in the same business as that of Borrower or any of its
Subsidiaries or in a business reasonably related thereto,  (c)
the relevant equity interest being acquired in such Person  is
acquired  directly  by Borrower, (d) to  the  extent  required
under  Section 4.2, Borrower shall have executed and delivered
a  supplement to the Pledge Agreement and shall have perfected
Foothill's security interest in the acquired equity  interest,
and  (e)  the aggregate amount expended by Borrower in respect
of  all  such  Permitted Toehold Investments does  not  exceed
$1,000,000 in any fiscal year.

               "Person"  means and includes natural  persons,
corporations,    limited    liability    companies,    limited
partnerships,   general   partnerships,   limited    liability
partnerships,  joint ventures, trusts, land  trusts,  business
trusts,  or other organizations, irrespective of whether  they
are legal entities, and governments and agencies and political
subdivisions thereof.

               "Personal  Property  Collateral"  means   all
Collateral other than the Real Property Collateral.

               "Plan"  means  any  employee  benefit   plan,
program,  or  arrangement  maintained  or  contributed  to  by
Borrower or with respect to which it may incur liability.

               "Pledge Agreement" means a Pledge Agreement, in
the form of Exhibit P-2 attached hereto, dated as of even date
herewith, among Borrower, IG Delaware, M&S, and Foothill.

               "Real Property" means any estates or interests
in real property now owned or hereafter acquired by Borrower.

               "Real Property Collateral" means the parcel or
parcels  of Real Property and the related improvements thereto
now  owned by Borrower and identified on Schedule R-1, and any
Real Property hereafter acquired by Borrower.

               "Reference  Rate" means the variable  rate  of
interest,  per annum, most recently announced by Norwest  Bank
Minnesota, National Association, or any successor thereto,  as
its  "base rate," irrespective of whether such announced  rate
is the best rate available from such financial institution.

               "Release Condition" means, in respect  of  any
Asset Disposition, that (a) no Default or Event of Default has
occurred and is continuing or would result therefrom, and  (b)
Borrower  is  receiving at least fair value (as determined  in
accordance with Section 3439 of the California Civil Code,  as
amended)  for the property or assets that are the  subject  of
the Asset Disposition.

               "Reportable  Event" means any  of  the  events
described  in  Section  4043(c) of ERISA  or  the  regulations
thereunder  other  than a Reportable Event  as  to  which  the
provision  of  30  days  notice to the PBGC  is  waived  under
applicable regulations.

               "Reserve"   means,  as   of   any   date   of
determination,  an amount equal the product  of  (a)  $238,000
times  (b) the number of months separating such date from  the
Closing Date.

               "Reston Property" means the Real Property (and
related improvements thereto) of Borrower located in or  about
Reston, Virginia.

               "Reston  Sale/Leaseback" means  the  sale  and
lease-back transaction in respect of the Reston Property.

               "Retiree  Health  Plan"  means  an  "employee
welfare  benefit plan" within the meaning of Section  3(1)  of
ERISA  that provides benefits to individuals after termination
of  their employment, other than as required by Section 601 of
ERISA.

               "Scansystems" means Scansystems, Inc., a Delaware corporation.

               "Securities  Account"  means  a   "securities
account"  as that term is defined in Section 8-501 of official
text  of  the  Uniform  Commercial  Code  and  as  defined  in
California Senate Bill 1591 which was approved by the Governor
on September 14, 1996 and will be effective on January 1, 1997.

               "Solvent" means, with respect to any Person on
a  particular date, that on such date (a) at fair  valuations,
all  of  the properties and assets of such Person are  greater
than  the  sum of the debts, including contingent liabilities,
of  such  Person, (b) the present fair salable  value  of  the
properties  and  assets of such Person is not  less  than  the
amount that will be required to pay the probable liability  of
such  Person on its debts as they become absolute and matured,
(c)  such  Person is able to realize upon its  properties  and
assets  and  pay  its debts and other liabilities,  contingent
obligations and other commitments as they mature in the normal
course  of business, (d) such Person does not intend  to,  and
does  not  believe  that  it will,  incur  debts  beyond  such
Person's  ability to pay as such debts mature,  and  (e)  such
Person is not engaged in business or a transaction, and is not
about  to engage in business or a transaction, for which  such
Person's  properties and assets would constitute  unreasonably
small capital after giving due consideration to the prevailing
practices in the industry in which such Person is engaged.  In
computing the amount of contingent liabilities at any time, it
is  intended  that such liabilities will be  computed  at  the
amount  that,  in  light  of all the facts  and  circumstances
existing  at such time, represents the amount that  reasonably
can be expected to become an actual or matured liability.

               "Subsidiary" of a Person means a  corporation,
partnership,  limited liability company, or  other  entity  in
which that Person directly or indirectly owns or controls  the
shares  of stock or other ownership interests having  ordinary
voting power to elect a majority of the board of directors (or
appoint   other  comparable  managers)  of  such  corporation,
partnership,  limited  liability  company,  or  other  entity.
Anything  to  the  contrary notwithstanding, Bentley  Systems,
Inc. shall not be deemed to be a Subsidiary of Borrower.

               "Term  Loan" has the meaning set forth in Section 2.3.

               "Trademark   Security  Agreement"   means   a
Trademark  Security  Agreement, in the  form  of  Exhibit  T-1
attached  hereto,  dated  as of even  date  herewith,  between
Borrower and Foothill.

               "Triggering  Event"  means  any  of  (a)  the
occurrence  and  continuation of an Event of Default,  or  (b)
Foothill deems itself insecure.

               "Unbilled  Accounts" means  Domestic  Accounts
that  are  fully earned by performance, but have not yet  been
billed  to  the  Account Debtor and that, as of  any  date  of
determination,  arise from the sale of goods or  rendition  of
services within the prior 60 days.

               "United  States"  means the United  States  of
America, or any department, agency, or instrumentality of  any
of the foregoing.

               "VCOC Letter" means a letter agreement between
Borrower  and Foothill's Participants that meets  the  Venture
Capital  Operating  Company  requirements  and  that   is   in
substantially the form of Exhibit V-1.

               "VeriBest" means VeriBest, Inc., a Delaware corporation.

               "Voidable Transfer" has the meaning set forth in Section 15.8.

          1.2  Accounting Terms.  All accounting terms not
specifically  defined herein shall be construed in  accordance
with  GAAP.  When used herein, the term "financial statements"
shall  include the notes and schedules thereto.  Whenever  the
term "Borrower" is used in respect of a financial covenant  or
a  related definition, it shall be understood to mean Borrower
on a consolidated basis unless the context clearly requires otherwise.

          1.3  Code.  Any terms used in this Agreement that are
defined  in  the  Code shall be construed and defined  as  set
forth in the Code unless otherwise defined herein.

          1.4  Construction.  Unless the context of this Agreement
clearly  requires otherwise, references to the plural  include
the  singular, references to the singular include the  plural,
the  term "including" is not limiting, and the term "or"  has,
except   where  otherwise  indicated,  the  inclusive  meaning
represented  by  the  phrase "and/or."   The  words  "hereof,"
"herein,"  "hereby," "hereunder," and similar  terms  in  this
Agreement  refer to this Agreement as a whole and not  to  any
particular  provision of this Agreement.  An Event of  Default
shall  "continue"  or  be "continuing"  until  such  Event  of
Default  has  been  waived in writing by  Foothill.   Section,
subsection,  clause, schedule, and exhibit references  are  to
this  Agreement unless otherwise specified.  Any reference  in
this  Agreement or in the Loan Documents to this Agreement  or
any  of  the  Loan  Documents shall include  all  alterations,
amendments,  changes,  extensions,  modifications,   renewals,
replacements,  substitutions,  and  supplements,  thereto  and
thereof, as applicable.

          1.5  Schedules and Exhibits.  All of the schedules and
exhibits   attached  to  this  Agreement   shall   be   deemed
incorporated herein by reference.

     2.   LOAN AND TERMS OF PAYMENT.

          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
Letter  of Credit Usage, or (ii) the Borrowing Base  less  the
Letter  of  Credit  Usage.  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)  80% of Eligible Domestic Accounts, plus (B) the
          lowest of (1) 80% of Eligible Unbilled Accounts, (2)
          40% of the amount of credit availability created  by
          this clause (x), and (3) $20,000,000, minus (C)  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, plus

                    (y)   the lowest of (i) $30,000,000,
          (ii)  the product of (A) the Inventory Advance  Rate
          times (B) the value (calculated at the lower of cost
          or market) of Eligible Domestic Inventory, and (iii)
          30% of the amount of credit availability created  by
          clause (x) above, minus

                    (z)  the sum of (i) prior to the full
          satisfaction of the condition subsequent  set  forth
          in Section 3.3(b), $20,000,000, and (ii) the Reserve.

               (b)  Anything to the contrary in Section 2.1(a) above
notwithstanding,  Foothill  may  create  reserves  against  or
reduce   its  advance  rates  based  upon  Eligible   Domestic
Accounts,  Eligible  Unbilled Accounts, or  Eligible  Domestic
Inventory  without  declaring  an  Event  of  Default  if   it
determines in good faith and in its reasonable credit judgment
that there has occurred a Material Adverse Change.

               (c)  Foothill shall have the right to have the Inventory
reappraised by a qualified appraiser selected by Foothill from
time  to  time  after  the Closing Date  for  the  purpose  of
redetermining the Liquidation Value of the Inventory.  In  the
absence  of  the occurrence and continuation of  an  Event  of
Default, such appraisals shall occur annually.

               (d)  Foothill shall have no obligation to make Advances
hereunder  to  the  extent they would  cause  the  outstanding
Obligations  (other than under the Term Loan)  to  exceed  the
Maximum Revolving Amount.

               (e)  Amounts borrowed pursuant to this Section 2.1 may be
repaid  and,  subject  to  the terms and  conditions  of  this
Agreement, reborrowed at any time during the term of this Agreement.

          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  Letter of  Credit  Usage
          would  exceed the Borrowing Base less the amount  of
          outstanding Advances, or

                   (ii)   the  Letter of  Credit  Usage
          would  exceed the lower of (y) the Maximum Revolving
          Amount  less the amount of outstanding Advances,  or
          (z) $60,000,000, or

                  (iii)  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.

               (b)  Borrower hereby agrees to indemnify, save, defend,
and  hold  Foothill harmless from any loss, cost, expense,  or
liability, including payments made by Foothill, expenses,  and
reasonable attorneys fees incurred by Foothill arising out  of
or  in  connection with any Letter of Credit.  Borrower agrees
to   be   bound   by   the  issuing  bank's  regulations   and
interpretations  of  any  Letters  of  Credit  guarantied   by
Foothill  and  opened  to  or for  Borrower's  account  or  by
Foothill's interpretations of any L/C issued by Foothill to or
for Borrower's account, even though this interpretation may be
different  from  Borrower's own, and Borrower understands  and
agrees  that  Foothill  shall not be  liable  for  any  error,
negligence, or mistake, whether of omission or commission,  in
following  Borrower's instructions or those contained  in  the
Letter   of  Credit  or  any  modifications,  amendments,   or
supplements  thereto.   Borrower  understands  that  the   L/C
Guarantees may require Foothill to indemnify the issuing  bank
for  certain  costs or liabilities arising out  of  claims  by
Borrower against such issuing bank.  Borrower hereby agrees to
indemnify,  save,  defend,  and hold  Foothill  harmless  with
respect  to  any  loss,  cost, expense  (including  reasonable
attorneys  fees), or liability incurred by Foothill under  any
L/C  Guaranty as a result of Foothill's indemnification of any
such issuing bank.

               (c)  Borrower hereby authorizes and directs any bank that
issues a letter of credit guaranteed by Foothill to deliver to
Foothill  all  instruments, documents, and other writings  and
property received by the issuing bank pursuant to such  letter
of credit, and to accept and rely upon Foothill's instructions
and  agreements  with  respect  to  all  matters  arising   in
connection  with  such  letter  of  credit  and  the   related
application.   Borrower may or may not be the  "applicant"  or
"account party" with respect to such letter of credit.

               (d)  Any and all charges, commissions, fees, and costs
incurred  by  Foothill  relating  to  the  letters  of  credit
guaranteed  by Foothill shall be considered Foothill  Expenses
for  purposes  of  this  Agreement and  immediately  shall  be
reimbursable by Borrower to Foothill.

               (e)  Immediately upon the termination of this Agreement,
Borrower  agrees to either (i) provide cash collateral  to  be
held  by  Foothill in an amount equal to 102% of  the  maximum
amount  of Foothill's obligations under Letters of Credit,  or
(ii)  cause  to be delivered to Foothill releases  of  all  of
Foothill's  obligations under outstanding Letters  of  Credit.
At  Foothill's discretion, any proceeds of Collateral received
by  Foothill  after the occurrence and during the continuation
of  an  Event  of  Default may be held as the cash  collateral
required by this Section 2.2(e).

               (f)  If by reason of (i) any change in any applicable law,
treaty,   rule,   or   regulation  or  any   change   in   the
interpretation or application by any governmental authority of
any  such applicable law, treaty, rule, or regulation, or (ii)
compliance by the issuing bank or Foothill with any direction,
request,  or requirement (irrespective of whether  having  the
force  of  law)  of  any  governmental authority  or  monetary
authority including, without limitation, Regulation D  of  the
Board of Governors of the Federal Reserve System as from  time
to time in effect (and any successor thereto):

                    (A)  any reserve, deposit, or similar requirement is or
shall  be  imposed or modified in respect of  any  Letters  of
Credit issued hereunder, or

                    (B)  there shall be imposed on the issuing bank or
Foothill  any other condition regarding any letter of  credit,
or Letter of Credit, as applicable, issued pursuant hereto;

and  the  result of the foregoing is to increase, directly  or
indirectly,  the  cost  to the issuing  bank  or  Foothill  of
issuing,  making, guaranteeing, or maintaining any  letter  of
credit,  or Letter of Credit, as applicable, or to reduce  the
amount  receivable in respect thereof by such issuing bank  or
Foothill,  then, and in any such case, Foothill  may,  at  any
time  within a reasonable period after the additional cost  is
incurred  or the amount received is reduced, notify  Borrower,
and  Borrower shall pay on demand such amounts as the  issuing
bank or Foothill may specify to be necessary to compensate the
issuing  bank or Foothill for such additional cost or  reduced
receipt,  together with interest on such amount from the  date
of  such demand until payment in full thereof at the rate  set
forth  in  Section  2.6(a)(i) or (c)(i), as  applicable.   The
determination by the issuing bank or Foothill, as the case may
be,  of any amount due pursuant to this Section 2.2(f), as set
forth  in a certificate setting forth the calculation  thereof
in  reasonable  detail, shall, in the absence of  manifest  or
demonstrable error, be final and conclusive and binding on all
of the parties hereto.

          2.3  Term Loan.  Foothill has agreed to make a term loan
(the "Term Loan") to Borrower in the original principal amount
of  $20,000,000.   The outstanding principal balance  and  all
accrued and unpaid interest under the Term Loan shall  not  be
due and payable until the earlier to occur of (a) the Maturity
Date,  and  (b)  the  date of termination of  this  Agreement,
whether  by  its  terms, by acceleration, or  otherwise.   The
unpaid  principal balance of the Term Loan may not be  prepaid
in  whole or in part.  All amounts outstanding under the  Term
Loan shall constitute Obligations.

          2.4  [Intentionally omitted].

          2.5  Overadvances.  If, at any time or for any reason,
the  amount  of  Obligations  owed  by  Borrower  to  Foothill
pursuant  to Sections 2.1 and 2.2 is greater than  either  the
Dollar or percentage limitations set forth in Sections 2.1  or
2.2  (an  "Overadvance"), Borrower immediately  shall  pay  to
Foothill,  in cash, the amount of such excess to  be  used  by
Foothill  first, to repay Advances outstanding  under  Section
2.1 and, thereafter, to be held by Foothill as cash collateral
to  secure  Borrower's obligation to repay  Foothill  for  all
amounts paid pursuant to Letters of Credit.

          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 at a per annum rate of 0.625  percentage
points above the Reference Rate.

               (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 1.0% 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, all Obligations  (except
for  undrawn Letters of Credit) shall bear interest at  a  per
annum  rate  equal  to  3.625  percentage  points  above   the
Reference Rate, and (ii) the Letter of Credit fee provided  in
Section 2.6(b) shall be increased to 4.0% 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  7.0%
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.

               (e)  Payments.  Interest and Letter of Credit fees
payable hereunder shall be due and payable, in arrears, on the
first  day  of  each month during the term  hereof.   Borrower
hereby  authorizes  Foothill, at  its  option,  without  prior
notice  to  Borrower, to charge such interest  and  Letter  of
Credit fees, all Foothill Expenses (as and when incurred), the
charges, commissions, fees, and costs provided for in  Section
2.2(d) (as and when accrued or incurred), the fees and charges
provided  for  in  Section  2.11  (as  and  when  accrued   or
incurred),  and all installments or other payments  due  under
the Term Loan or any Loan Document to Borrower's Loan Account,
which  amounts thereafter shall accrue interest  at  the  rate
then  applicable to Advances hereunder.  Any interest not paid
when  due  shall  be  compounded and shall  thereafter  accrue
interest at the rate then applicable to Advances hereunder.

               (f)  Computation.  The Reference Rate as of the date of
this Agreement is 8.25% per annum.  In the event the Reference
Rate  is  changed from time to time hereafter, the  applicable
rate of interest hereunder automatically and immediately shall
be increased or decreased by an amount equal to such change in
the  Reference  Rate.  All interest and fees chargeable  under
the Loan Documents shall be computed on the basis of a 360 day
year for the actual number of days elapsed.

               (g)  Intent to Limit Charges to Maximum Lawful Rate.  In no
event  shall  the  interest rate or rates payable  under  this
Agreement, plus any other amounts paid in connection herewith,
exceed the highest rate permissible under any law that a court
of  competent  jurisdiction shall, in a  final  determination,
deem  applicable.   Borrower and Foothill,  in  executing  and
delivering  this Agreement, intend legally to agree  upon  the
rate  or rates of interest and manner of payment stated within
it;  provided, however, that, anything contained herein to the
contrary notwithstanding, if said rate or rates of interest or
manner   of  payment  exceeds  the  maximum  allowable   under
applicable  law,  then, ipso facto as  of  the  date  of  this
Agreement,  Borrower  is  and shall be  liable  only  for  the
payment  of  such  maximum  as allowed  by  law,  and  payment
received  from  Borrower  in excess  of  such  legal  maximum,
whenever  received, shall be applied to reduce  the  principal
balance of the Obligations to the extent of such excess.

          2.7  Collection of Accounts.  Borrower shall at all times
maintain  lockboxes (the "Lockboxes") and,  immediately  after
the  Closing  Date,  shall instruct all Account  Debtors  with
respect  to  the Accounts, General Intangibles, and Negotiable
Collateral  of  Borrower to remit all Collections  in  respect
thereof  to  such  Lockboxes.   Borrower,  Foothill,  and  the
Lockbox  Banks shall enter into the Lockbox Agreements,  which
among  other things shall provide for the opening of a Lockbox
Account  for  the  deposit of Collections at a  Lockbox  Bank.
Borrower  agrees  that  all  Collections  and  other   amounts
received  by  Borrower from any Account Debtor  or  any  other
source  immediately  upon receipt shall be  deposited  into  a
Lockbox   Account.   No  Lockbox  Agreement   or   arrangement
contemplated thereby shall be modified by Borrower without the
prior written consent of Foothill.  Upon the terms and subject
to  the  conditions set forth in the Lockbox  Agreements,  all
amounts  received in each Lockbox Account shall be wired  each
Business   Day  into  an  account  (the  "Foothill   Account")
maintained by Foothill at a depositary selected by Foothill.

          2.8  Crediting Payments; Application of Collections.  The
receipt of any Collections by Foothill (whether from transfers
to  Foothill  by  the Lockbox Banks pursuant  to  the  Lockbox
Agreements   or  otherwise)  immediately  shall   be   applied
provisionally  to  reduce  the Obligations  outstanding  under
Section  2.1, but shall not be considered a payment on account
unless  such Collection item is a wire transfer of immediately
available federal funds and is made to the Foothill Account or
unless  and  until  such  Collection  item  is  honored   when
presented  for  payment.   From and after  the  Closing  Date,
Foothill  shall be entitled to charge Borrower for 1  Business
Days  of  `clearance'  or `float' at the  rate  set  forth  in
Section 2.6(a)(i) or Section 2.6(c)(i), as applicable, on  all
Collections  that  are  received by  Foothill  (regardless  of
whether  forwarded  by the Lockbox Banks to Foothill,  whether
provisionally applied to reduce the Obligations under  Section
2.1,  or  otherwise).  This across-the-board  1  Business  Day
clearance  or  float charge on all Collections is acknowledged
by the parties to constitute an integral aspect of the pricing
of   Foothill's  financing  of  Borrower,  and   shall   apply
irrespective  of the characterization of whether receipts  are
owned  by  Borrower or Foothill, and whether or not there  are
any  outstanding  Advances, the effect of  such  clearance  or
float charge being the equivalent of charging 1 Business  Days
of  interest on such Collections.  Should any Collection  item
not be honored when presented for payment, then Borrower shall
be deemed not to have made such payment, and interest shall be
recalculated accordingly.  Anything to the contrary  contained
herein  notwithstanding, any Collection item shall  be  deemed
received  by Foothill only if it is received into the Foothill
Account  on  a Business Day on or before 11:00 a.m. California
time.   If  any Collection item is received into the  Foothill
Account  on  a non-Business Day or after 11:00 a.m. California
time  on  a  Business  Day, it shall be deemed  to  have  been
received  by  Foothill as of the opening of  business  on  the
immediately following Business Day.

          2.9  Designated Account.  Foothill is authorized to make
the  Advances, the Letters of Credit, and the Term Loan  under
this  Agreement  based upon telephonic or  other  instructions
received from anyone purporting to be an Authorized Person, or
without  instructions if pursuant to Section 2.6(e).  Borrower
agrees  to establish and maintain the Designated Account  with
the  Designated Account Bank for the purpose of receiving  the
proceeds  of  the Advances requested by Borrower and  made  by
Foothill  hereunder.  Unless otherwise agreed by Foothill  and
Borrower,  any  Advance  requested by  Borrower  and  made  by
Foothill hereunder shall be made to the Designated Account.

          2.10 Maintenance of Loan Account; Statements of
Obligations.  Foothill shall maintain an account on its  books
in the name of Borrower (the "Loan Account") on which Borrower
will  be  charged with all Advances and the Term Loan made  by
Foothill  to  Borrower or for Borrower's  account,  including,
accrued  interest,  Foothill Expenses, and any  other  payment
Obligations of Borrower.  In accordance with Section 2.8,  the
Loan  Account will be credited with all payments  received  by
Foothill  from  Borrower or for Borrower's account,  including
all  amounts received in the Foothill Account from any Lockbox
Bank.   Foothill  shall render statements regarding  the  Loan
Account to Borrower, including principal, interest, fees,  and
including   an   itemization  of  all  charges  and   expenses
constituting  Foothill  Expenses owing,  and  such  statements
shall be conclusively presumed to be correct and accurate  and
constitute  an  account stated between Borrower  and  Foothill
unless,  within  30  days after receipt thereof  by  Borrower,
Borrower  shall deliver to Foothill written objection  thereto
describing  the  error  or  errors  contained  in   any   such
statements.

          2.11 Fees. Borrower shall pay to Foothill the following fees:

               (a)  Closing Fee. On the Closing Date, a closing fee of 
$500,000;

               (b)  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 0.25% per annum  times
the Average Unused Portion of the Maximum Revolving Amount;

               (c)  Annual Facility Fee.  On the Closing Date and each
anniversary of the Closing Date, an annual facility fee in  an
amount equal to 0.15% of the Maximum Amount;

               (d)  Financial Examination, Documentation, and Appraisal
Fees.   Foothill's customary fee of $650 per day per examiner,
plus  out-of-pocket expenses for each financial  analysis  and
examination (i.e., audits) of Borrower performed by  personnel
employed  by Foothill; Foothill's customary appraisal  fee  of
$1,500 per day per appraiser, plus out-of-pocket expenses  for
each  appraisal  of  the  Collateral  performed  by  personnel
employed by Foothill; and, the actual charges paid or incurred
by Foothill if it elects to employ the services of one or more
third   Persons  to  perform  such  financial   analyses   and
examinations  (i.e., audits) of Borrower or  to  appraise  the
Collateral; and

               (e)  Agency Fee.  On the first day of each month after
the  Closing Date during the term of this Agreement, an agency
fee in an amount equal to $12,500.

     3.  CONDITIONS; TERM OF AGREEMENT.

         3.1  Conditions Precedent to the Initial Advance, and
Letter  of  Credit,  and  the Term Loan.   The  obligation  of
Foothill  to  make the initial Advance, to issue  the  initial
Letter  of Credit, or to make the Term Loan is subject to  the
fulfillment, to the satisfaction of Foothill and its  counsel,
of  each  of the following conditions on or before the Closing
Date:

               (a)  the Closing Date shall occur on or before January 17, 1997;

               (b)  Foothill shall have received confirmation of the
filing of its financing statements and fixture filings;

               (c)  Foothill shall have received each of the following
documents, duly executed, and each such document shall be in full force 
and effect:

                    (1)  if and to the extent available on or
                    before the Closing Date, the Lockbox Agreements;

                    (2)  the Disbursement Letter;

                    (3)  the Pay-Off Letter, together with UCC
                    termination statements and other documentation evidencing 
                    the termination by Existing Lender of its Liens in and to 
                    the properties and assets of Borrower and its Subsidiaries
                    and the termination of any lockbox or other dominion 
                    account arrangements in favor of Existing Lender;

                    (4)  either (y) the IG Australia Existing
                    Lender Pay-Off Letter, together with termination statements
                    and other documentation evidencing the termination by IG
                    Australia Existing Lender of its Liens in and to the
                    properties and assets of Borrower and its Subsidiaries, or 
                    (z) satisfactory evidence of the consent of IG Australia 
                    Existing Lender to the refinancing by Borrower of its 
                    Indebtedness owed to Existing Lender pursuant hereto and 
                    the transactions contemplated hereby;

                    (5)  the Mortgage on the Huntsville Property,
                    and such Mortgage shall have been recorded in the office of
                    the county recorder for Madison County, Alabama; and, if 
                    and to the extent available on or before the Closing Date, 
                    a Mortgage Policy in respect of the Huntsville Property 
                    assuring Foothill that the Mortgage on the Huntsville 
                    Property is a valid and enforceable first priority mortgage
                    Lien on the Huntsville Property free and clear of all 
                    defects and encumbrances except Permitted Liens, and such 
                    Mortgage Policy shall otherwise be in form and substance 
                    reasonably satisfactory to Foothill;

                    (6)  the Aircraft Security Agreement;

                    (7)  the Copyright Security Agreement;

                    (8)  the Patent Security Agreement;

                    (9)  the Trademark Security Agreement;

                    (10) the Pledge Agreement; and

                    (11) the VCOC Letter;

               (d)  if and to the extent available on or before the
Closing  Date,  Foothill  shall  have  received  the  original
certificates  representing or evidencing all  of  the  Pledged
Shares  (as  defined in the Pledge Agreement),  together  with
stock  powers  or equivalent assignments with respect  thereto
duly endorsed in blank;

               (e)  Foothill shall have received originals of the
Meadlock  Note  and  the  Intercompany  Notes,  together  with
endorsements with respect thereto duly endorsed in blank;

               (f)  Foothill shall have received a certificate from the
Secretary of each Obligor attesting to the resolutions of such
Obligor's   Board  of  Directors  authorizing  its  execution,
delivery, and performance of the Loan Documents to which it is
a  party and authorizing specific officers of such Obligor  to
execute the same;

               (g)  Foothill shall have received copies of each
Obligor's  Governing  Documents,  as  amended,  modified,   or
supplemented  to the Closing Date, certified by the  Secretary
of such Obligor;

               (h)  Foothill shall have received a certificate of status
with  respect  to each Obligor, dated within 10  days  of  the
Closing Date, such certificate to be issued by the appropriate
officer  of the jurisdiction of organization of such  Obligor,
which certificate shall indicate that such Obligor is in  good
standing in such jurisdiction;

               (i)  Foothill shall have received certificates of status
with  respect to Borrower, each dated within 15  days  of  the
Closing   Date,  such  certificates  to  be  issued   by   the
appropriate officer of the jurisdictions in which its  failure
to  be  duly qualified or licensed would constitute a Material
Adverse   Change,  which  certificates  shall  indicate   that
Borrower is in good standing in such jurisdictions;

               (j)  Foothill shall have received a certificate of
insurance,  together  with the endorsements  thereto,  as  are
required  by  Section 6.10, the form and  substance  of  which
shall be reasonably satisfactory to Foothill and its counsel;

               (k)  Foothill shall have received an opinion of the
Obligors'   counsel   in   form   and   substance   reasonably
satisfactory to Foothill in its sole discretion;

               (l)  after giving effect to the payment of fees due to
Foothill on or before the Closing Date and the payment of  the
"Payoff Amount" (under and as defined in the Payoff Letter) to
the  Existing Lender, the sum of Borrower's Availability  plus
Borrower's unrestricted cash and cash equivalents shall not be
less than Twenty Million Dollars ($20,000,000);

               (m)  Foothill shall have received appraisals of the Real
Property Collateral and appraisals of the Equipment,  in  each
case satisfactory to Foothill;

               (n)  Foothill shall have completed "field surveys" and
location inspections of the Inventory, and the results of each
of them shall be satisfactory to Foothill;

               (o)  Foothill shall have completed reference checks
regarding  key employees and executive officers  of  Borrower,
the results of which shall be satisfactory to Lender;

               (p)  Foothill shall have received satisfactory evidence
(which  evidence  may be in the form of a Certificate  of  the
chief  accounting  officer or the chief financial  officer  of
Borrower)  that  all  tax  returns required  to  be  filed  by
Borrower have been timely filed and all taxes upon Borrower or
its properties, assets, income, and franchises (including real
property  taxes  and payroll taxes) have been  paid  prior  to
delinquency,  except  such taxes that are  the  subject  of  a
Permitted Protest; and

               (q)  all other documents and legal matters in connection
with  the  transactions contemplated by this  Agreement  shall
have  been  delivered, executed, or recorded and shall  be  in
form and substance reasonably satisfactory to Foothill and its
counsel.

          3.2  Conditions Precedent to all Advances, all Letters of
Credit,  and the Term Loan.  The following shall be conditions
precedent to all Advances, all Letters of Credit, and the Term Loan hereunder:

               (a)  the representations and warranties contained in this
Agreement  and  the  other Loan Documents shall  be  true  and
correct  in  all  respects on and  as  of  the  date  of  such
extension  of  credit, as though made on and as of  such  date
(except to the extent that such representations and warranties
relate solely to an earlier date);

               (b)  no Default or Event of Default shall have occurred
and be continuing on the date of such extension of credit, nor
shall either result from the making thereof; and

               (c)  no injunction, writ, restraining order, or other
order  of any nature prohibiting, directly or indirectly,  the
extending of such credit shall have been issued and remain  in
force   by   any  governmental  authority  against   Borrower,
Foothill, or any of their Affiliates.

          3.3  Condition Subsequent.  As a condition subsequent to
initial closing hereunder, Borrower shall perform or cause  to
be  performed  the following (the failure by  Borrower  to  so
perform or cause to be performed constituting an Event of Default):

               (a)  within 30 days of the Closing Date, deliver to
Foothill  the  certified copies of the policies of  insurance,
together  with  the endorsements thereto, as are  required  by
Section  6.10,  the  form  and substance  of  which  shall  be
reasonably satisfactory to Foothill and its counsel.

               (b)  on or as soon as possible after the Closing Date
(and, in any event, within 30 days of the Closing Date):

                    (i)  to the extent not available  on  or
before the Closing Date under Section 3.1, Foothill shall have
received  a  Mortgage  Policy in  respect  of  the  Huntsville
Property assuring Foothill that the Mortgage on the Huntsville
Property  is  a valid and enforceable first priority  mortgage
Lien  on the Huntsville Property free and clear of all defects
and  encumbrances  except Permitted Liens, and  such  Mortgage
Policy  shall  otherwise be in form and  substance  reasonably
satisfactory to Foothill; and

                    (ii) Foothill shall have received a phase-
I  environmental  report and a real estate survey  shall  have
been  completed  with respect to the Huntsville  Property  and
copies   thereof  delivered  to  Foothill;  the  environmental
consultants  and  surveyors  retained  for  such  reports   or
surveys, the scope of the reports or surveys, and the  results
thereof   shall  be  acceptable  to  Foothill  in   its   sole
discretion; and

                    (iii) to the extent not available  on  or
before the Closing Date under Section 3.1, Foothill shall have
received the Lockbox Agreements, duly executed, and each  such
document shall be in full force and effect.

               (c)  upon the request of Foothill (if ever) after the
Closing Date, within 60 days after the date of such request:

                    (i)  the  Mortgage  on  the  Chelmsford
Property  shall  have  been  duly executed  and  delivered  by
Borrower, and the same shall be in full force and effect,  and
such  Mortgage shall have been recorded in the office  of  the
county recorder for Middlesex County, Massachusetts;

                    (ii)  Foothill  shall   have   received
supplemental  opinions  of Borrower's  counsel,  in  form  and
substance satisfactory to Foothill in its sole discretion,  in
respect of the Mortgage on the Chelmsford Property;

                    (iii)  Foothill  shall  have  received  a
preliminary title report in respect of the Chelmsford Property
in form and substance reasonably satisfactory to Foothill; and

                    (iv)  Foothill shall have received a phase-
I  environmental  report and a real estate survey  shall  have
been  completed  with respect to the Chelmsford  Property  and
copies   thereof  delivered  to  Foothill;  the  environmental
consultants  and  surveyors  retained  for  such  reports   or
surveys, the scope of the reports or surveys, and the  results
thereof   shall  be  acceptable  to  Foothill  in   its   sole
discretion.

               (d)  upon the request of Foothill (if ever) after the
Closing Date, within 30 days after the date of such request:

                    (i)  a  Mortgage  on  any  Real  Property
acquired  by Borrower after the Closing Date shall  have  been
duly executed and delivered by Borrower, and the same shall be
in  full  force and effect, and such Mortgage shall have  been
recorded  in the office of the county recorder for the  county
in which such Real Property is located;

                    (ii)  Foothill  shall   have   received
supplemental  opinions  of Borrower's  counsel,  in  form  and
substance satisfactory to Foothill in its sole discretion,  in
respect of the Mortgage on such Real Property;

                    (iii)  Foothill  shall  have  received  a
preliminary  title report in respect of such Real Property  in
form and substance reasonably satisfactory to Foothill; and

                    (iv)  Foothill shall have received a phase-
I  environmental  report and a real estate survey  shall  have
been  completed  with respect to the such  Real  Property  and
copies   thereof  delivered  to  Foothill;  the  environmental
consultants  and  surveyors  retained  for  such  reports   or
surveys, the scope of the reports or surveys, and the  results
thereof   shall  be  acceptable  to  Foothill  in   its   sole
discretion.

               (e)  in the event the Reston Sale/Leaseback is not
consummated within 180 days of the Closing Date:

                    (i)  the  Mortgage on the Reston Property
shall  have been duly executed and delivered by Borrower,  and
the  same shall be in full force and effect, and such Mortgage
shall  have been recorded in the office of the county recorder
for Fairfax County, Virginia;

                    (ii)  Foothill  shall   have   received
supplemental  opinions  of Borrower's  counsel,  in  form  and
substance satisfactory to Foothill in its sole discretion,  in
respect of the Mortgage on the Reston Property;

                    (iii)  Foothill  shall  have  received  a
preliminary title report in respect of the Reston Property  in
form and substance reasonably satisfactory to Foothill; and

                    (iv)  Foothill shall have received a phase-
I  environmental  report and a real estate survey  shall  have
been  completed with respect to the Reston Property and copies
thereof  delivered to Foothill; the environmental  consultants
and  surveyors retained for such reports or surveys, the scope
of  the  reports or surveys, and the results thereof shall  be
acceptable to Foothill in its sole discretion.

               (f)  within 60 days of either (i) the date that Borrower
makes  the  Permitted Repayment Investment in respect  of  the
indebtedness  of  IG  Australia  owing  to  the  IG  Australia
Existing  Lender  or (ii) one or more Letters  of  Credit  are
issued  to  IG  Australia Existing Lender in  support  of  the
indebtedness  of  IG Australia owing to IG Australia  Existing
Lender  and IG Australia Existing Lender releases its Lien  on
the  capital  stock of IG Australia (in either case,  the  "IG
Australia  Payoff Date"), execute and deliver  an  appropriate
supplement  to  the Pledge Agreement and deliver  to  Foothill
possession of the original stock certificates, respecting  65%
of the issued and outstanding shares of stock of IG Australia,
together  with stock powers with respect thereto  endorsed  in
blank;  provided, however, that to the extent,  if  any,  that
such  shares are required to be pledged to the holder  of  any
project financing indebtedness of IG Australia incurred  after
the   IG   Australia   Payoff  Date  as  security   for   such
indebtedness,  then, upon Borrower's written request  therefor
and  with Foothill's prior written consent thereto (not to  be
unreasonably withheld), Foothill agrees to release its Lien on
such shares; provided further, that if such holder will permit
such   subordination,  then,  notwithstanding  the   foregoing
proviso,  Foothill's Lien on such shares will not be  released
and  will  become a subordinate Lien pursuant to documentation
in  form and substance reasonably satisfactory to Foothill and
such holder.

               (g)  within 90 days of the Closing Date, Foothill shall
have completed appraisals of the Equipment and the results  of
such appraisals shall be satisfactory to Foothill.

               (h)  to the extent not available on or before the Closing
Date  under Section 3.1, Foothill shall have received,  within
30  days  of  the  Closing  Date,  the  original  certificates
representing  or  evidencing all of  the  Pledged  Shares  (as
defined  in the Pledge Agreement), together with stock  powers
or equivalent assignments with respect thereto duly endorsed in blank;

               (i)  from and after the Closing Date up until the date
that is 90 days after the Closing Date, Borrower shall use its
continued  best efforts to obtain Collateral Access Agreements
from  lessors, warehousemen, bailees, and other third  persons
as Foothill may require.

          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,  2000  (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.

          3.5  Effect of Termination.  On the date of termination
of  this  Agreement,  all  Obligations  (including  contingent
reimbursement  obligations of Borrower  with  respect  to  any
outstanding  Letters of Credit) immediately shall  become  due
and  payable without notice or demand.  No termination of this
Agreement,  however,  shall relieve or discharge  Borrower  of
Borrower's  duties, Obligations, or covenants  hereunder,  and
Foothill's  continuing security interests  in  the  Collateral
shall  remain in effect until all Obligations have been  fully
and  finally discharged and Foothill's obligation  to  provide
additional credit hereunder is terminated.

          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 cash,  the  Obligations
(including  an amount equal to 102% of the undrawn  amount  of
the  Letters of Credit), in full, together with a premium (the
"Early Termination Premium") equal to (a) during the first  18
months after the Closing Date, the product of (i) 0.10%  times
(ii)  the  Maximum  Amount times (iii) the  number  of  months
(including partial months) remaining until the Maturity  Date,
(b) during the next 6 months, $1,000,000, and (c) thereafter, $500,000.

          3.7  Termination Upon Event of Default.  If Foothill
terminates this Agreement upon the occurrence of an  Event  of
Default  that  intentionally is caused  by  Borrower  for  the
purpose,   in  Foothill's  reasonable  judgment,  of  avoiding
payment  of the Early Termination Premium provided in  Section
3.7,  then,  in  view  of  the  impracticability  and  extreme
difficulty  of  ascertaining  actual  damages  and  by  mutual
agreement  of  the parties as to a reasonable  calculation  of
Foothill's  lost profits as a result thereof,  Borrower  shall
pay to Foothill upon the effective date of such termination, a
premium  in an amount equal to the Early Termination  Premium.
The  Early  Termination Premium shall be presumed  to  be  the
amount  of damages sustained by Foothill as the result of  the
early  termination and Borrower agrees that it  is  reasonable
under   the  circumstances  currently  existing.   The   Early
Termination Premium provided for in this Section 3.7 shall  be
deemed included in the Obligations.

     4.   CREATION OF SECURITY INTEREST.

          4.1  Grant of Security Interest.  (a)   Borrower hereby
grants  to  Foothill  a continuing security  interest  in  all
currently existing and hereafter acquired or arising  Personal
Property Collateral in order to secure prompt repayment of any
and  all Obligations and in order to secure prompt performance
by Borrower of each of its covenants and duties under the Loan
Documents.   Foothill's  security interests  in  the  Personal
Property  Collateral  shall attach to  all  Personal  Property
Collateral  without  further act on the part  of  Foothill  or
Borrower.   Anything contained in this Agreement or any  other
Loan  Document  to  the contrary notwithstanding,  except  for
Permitted Dispositions, Borrower has no authority, express  or
implied,  to  dispose of any item or portion of  the  Personal
Property   Collateral   or  the  Real   Property   Collateral.
Concurrent with the consummation of any Permitted Disposition,
Foothill  agrees to release its Liens on the subject  property
or asset (but not the proceeds from the Asset Disposition).

                (b)  Anything in this Agreement and the other
Loan  Documents to the contrary notwithstanding, the foregoing
grant of a security interest shall not extend to, and the term
"Personal Property Collateral" shall not include, any  General
Intangible,  Federal  Account, or Permitted  Other  Investment
that is now or hereafter held by Borrower as licensee, lessee,
or  otherwise, solely in the event and to the extent that: (i)
as  the  proximate result of the foregoing grant of a security
interest, Borrower's rights in or with respect to such General
Intangible,  Federal  Account, or Permitted  Other  Investment
would be forfeited or would become void, voidable, terminable,
or revocable, or if Borrower would be deemed to have breached,
violated, or defaulted the underlying license, lease, or other
agreement  that  governs  such  General  Intangible,   Federal
Account, or Permitted Other Investment, in each case, pursuant
to the restrictions in the underlying lease, license, or other
agreement  that  governs  such  General  Intangible,   Federal
Account,   or  Permitted  Other  Investment;  (ii)  any   such
restriction   shall   be  effective  and   enforceable   under
applicable  law, including Section 9318(4) of  the  Code;  and
(iii)    any    such   forfeiture,   voidness,    voidability,
terminability,  revocability, breach,  violation,  or  default
cannot  be  remedied by Borrower using its best  efforts  (but
without  any  obligation to make any material expenditures  of
money  or  to commence legal proceedings); provided,  however,
that the foregoing grant of security interest shall extend to,
and the term "Personal Property Collateral" shall include, (y)
any  and  all  proceeds  of such General  Intangible,  Federal
Account, or Permitted Other Investment to the extent that  the
assignment  or  encumbering  of  such  proceeds  is   not   so
restricted, and (z) upon any such licensor, lessor,  or  other
applicable party's consent with respect to any such  otherwise
excluded  General  Intangible, Federal Account,  or  Permitted
Other  Investment  being  obtained,  thereafter  such  General
Intangible, Federal Account, or Permitted Other Investment  as
well  as any proceeds thereof that might theretofore have been
excluded  from such grant of a security interest and the  term
"Personal Property Collateral."

                (c)  Anything in this Agreement or the  other
Loan Documents to the contrary notwithstanding and subject  to
Section  4.1(b),  (i)  the security interest  granted  in  the
Permitted  Other  Investments under Section 4.1(a)  shall  not
attach  unless and until a Triggering Event has  occurred,  at
which   time   such   security   interest   immediately    and
automatically shall attach without notice or demand or further
act  on  the  part of Foothill or Borrower, and (ii)  Foothill
agrees   that   Borrower  need  not  deliver  any   Negotiable
Collateral in respect of the Permitted Other Investments under
Section 4.2 unless and until a Triggering Event has occurred.

               (d)  Anything in this Agreement and the other
Loan  Documents to the contrary notwithstanding, the foregoing
grant of a security interest shall not extend to, and the term
"Personal Property Collateral" shall not include, any Excluded
Foreign  Subsidiary Securities or the assets or properties  of
any Foreign Subsidiary.

          4.2  Negotiable Collateral.  In the event that any
Collateral, including proceeds, is evidenced by or consists of
Negotiable Collateral, Borrower, immediately upon the  request
of  Foothill,  shall  endorse and  deliver  (or  cause  to  be
endorsed and delivered) physical possession of such Negotiable
Collateral   to   Foothill.   The  foregoing  notwithstanding,
Borrower need not deliver any Negotiable Collateral in respect
of  any Permitted Toehold Investment with a value less than or
equal to $500,000 unless and until there is a Triggering Event.

          4.3  Collection of Accounts, General Intangibles, and
Negotiable Collateral.  During a Triggering Event, Foothill or
Foothill's  designee  may  (a)  notify  customers  or  Account
Debtors of Borrower that the Accounts, General Intangibles, or
Negotiable Collateral have been assigned to Foothill  or  that
Foothill has a security interest therein, and (b) collect  the
Accounts,   General  Intangibles,  and  Negotiable  Collateral
directly and charge the collection costs and expenses  to  the
Loan Account.  Borrower agrees that it will hold in trust  for
Foothill,  as  Foothill's  trustee, any  Collections  that  it
receives  and  immediately will deliver  said  Collections  to
Foothill in their original form as received by it.

          4.4  Delivery of Additional Documentation Required. (a)
At  any time upon the request of Foothill, Borrower shall (and
shall  cause  its  Subsidiaries to)  execute  and  deliver  to
Foothill  all  financing  statements,  continuation  financing
statements,  fixture  filings, security  agreements,  pledges,
assignments,   endorsements   of   certificates   of    title,
applications   for   title,  affidavits,   reports,   notices,
schedules  of  accounts, letters of authority, and  all  other
documents  (including documents required for  compliance  with
the  Assignment of Claims Act, 31 U.S.C.  3727 or any  State's
statutory  counterpart thereto) that Foothill  reasonably  may
request,  in  form  reasonably satisfactory  to  Foothill,  to
perfect  and continue perfected Foothill's security  interests
in  the  Collateral  and the other properties  and  assets  of
Borrower   and  its  Subsidiaries,  and  in  order  to   fully
consummate  all  of the transactions contemplated  hereby  and
under the other Loan Documents.

               (b)  In  respect  of each of  the  Securities
Accounts  of  Borrower, if any, Foothill, Borrower,  and  each
applicable  financial intermediary or depositary  shall  enter
into  a  control agreement that, among other things,  provides
that, from and after the giving of notice by Foothill to  such
financial   intermediary   or  depositary,   it   shall   take
instructions  solely  from  Foothill  with  respect   to   the
applicable   Securities   Account   and   related   securities
entitlements  or  deposit  account, as  applicable.   Foothill
agrees  that it will not give such notice unless a  Triggering
Event has occurred.  Borrower agrees that it will not transfer
assets  out  of  such Securities Accounts or deposit  accounts
other  than  in  the ordinary course of business  and,  if  to
another financial intermediary or depositary, unless Borrower,
Foothill,   and  the  substitute  financial  intermediary   or
depositary have entered into a control agreement of  the  type
described above.  No arrangement contemplated hereby shall  be
modified  by  Borrower without the prior  written  consent  of
Foothill.  Upon the occurrence of a Triggering Event, Foothill
may  elect  to notify the financial intermediary to  liquidate
the securities entitlements in such Securities Account and may
elect  to  notify the financial intermediary or depositary  to
remit  the  proceeds  in  the Securities  Account  or  deposit
account to the Foothill Account.

               (c)  Anything in this Agreement to the contrary
notwithstanding,  Foothill agrees that:  (i)  so  long  as  no
Triggering Event has occurred and is continuing, (y)  Borrower
need  not  execute and deliver to Foothill documents  required
for  compliance with the Assignment of Claims Act,  31  U.S.C.
3727  or  any State's statutory counterpart thereto in respect
of any one underlying contract or series of related underlying
contracts  giving rise to less than $1,000,000 of Accounts  of
Borrower,  and  (z)  Foothill agrees not to  file  notices  or
copies  of assignments under the Assignment of Claims  Act  or
any  State's statutory counterpart thereto; and (ii) after the
occurrence  and during the continuance of a Triggering  Event,
(y)  Borrower  shall  execute  and  deliver  to  Foothill  all
documents  that Foothill may request, in form satisfactory  to
Foothill,  required  for  compliance with  the  Assignment  of
Claims  Act  or  any  State's statutory  counterpart  thereto,
irrespective  of  the amount of Accounts arising  out  of  any
underlying contract, and (z) Foothill may file any notices  or
copies  of assignments under the Assignment of Claims  Act  or
any State's statutory counterpart thereto.

          4.5  Power of Attorney.  Borrower hereby irrevocably
makes,   constitutes,  and  appoints  Foothill  (and  any   of
Foothill's  officers,  employees,  or  agents  designated   by
Foothill)  as Borrower's true and lawful attorney, with  power
to  (a) if Borrower refuses to, or fails timely to execute and
deliver  any of the documents described in Section  4.4,  sign
the name of that Borrower on any of the documents described in
Section  4.4,  (b) if there is a Triggering Event,  sign  that
Borrower's  name on any invoice or bill of lading relating  to
any  Account,  drafts against Account Debtors,  schedules  and
assignments  of  Accounts,  verifications  of  Accounts,   and
notices to Account Debtors, (c) send requests for verification
of  Accounts,  (d) endorse Borrower's name on  any  Collection
item that may come into Foothill's possession, (e) at any time
that  an  Event  of Default has occurred and is continuing  or
Foothill  deems  itself  insecure,  notify  the  post   office
authorities  to change the address for delivery of  Borrower's
mail to an address designated by Foothill, to receive and open
all  mail  addressed  to  Borrower, and  to  retain  all  mail
relating  to  the  Collateral and forward all  other  mail  to
Borrower,  (f)  if there is a Triggering Event, make,  settle,
and  adjust all claims under Borrower's policies of  insurance
and make all determinations and decisions with respect to such
policies of insurance, and (g) if there is a Triggering Event,
settle  and adjust disputes and claims respecting the Accounts
directly with Account Debtors, for amounts and upon terms that
Foothill  determines to be reasonable, and Foothill may  cause
to  be executed and delivered any documents and releases  that
Foothill  determines  to  be necessary.   The  appointment  of
Foothill  as  Borrower's attorney, and each and every  one  of
Foothill's rights and powers, being coupled with an  interest,
is  irrevocable until all of the Obligations have  been  fully
and finally repaid and performed and Foothill's obligation  to
extend credit hereunder is terminated.

          4.6  Right to Inspect.  Foothill (through any of its
officers,  employees, or agents) shall have  the  right,  from
time  to  time  hereafter to inspect Borrower's Books  and  to
check,  test, and appraise the Collateral in order  to  verify
Borrower's financial condition or the amount, quality,  value,
condition of, or any other matter relating to, the Collateral.

     5.   REPRESENTATIONS AND WARRANTIES.

          In  order  to  induce Foothill to enter  into  this
Agreement,  Borrower  makes the following representations  and
warranties which shall be true, correct, and complete  in  all
respects as of the Closing Date, and at and as of the date  of
the   making  of  each  Advance  or  Letter  of  Credit   made
thereafter,  as  though made on and as of  the  date  of  such
Advance  or Letter of Credit (except to the extent  that  such
representations  and warranties relate solely  to  an  earlier
date)  and  such representations and warranties shall  survive
the execution and delivery of this Agreement:

          5.1  No Encumbrances.  Borrower has good and indefeasible
title to the Collateral, free and clear of Liens except for Permitted Liens.

          5.2  Eligible Accounts.  The Eligible Accounts are bona
fide existing obligations created by the sale and delivery  of
Inventory  or the rendition of services to Account Debtors  in
the  ordinary  course of Borrower's business,  unconditionally
owed   to   Borrower  without  defenses,  disputes,   offsets,
counterclaims,  or  rights  of return  or  cancellation.   The
property  giving  rise  to  such Eligible  Accounts  has  been
delivered  to  the Account Debtor, or to the Account  Debtor's
agent  for  immediate shipment to and unconditional acceptance
by  the  Account Debtor (except for returns, in  the  ordinary
course  of  business, of products that fail  to  conform  with
standard specifications).  Borrower has not received notice of
actual   or  imminent  bankruptcy,  insolvency,  or   material
impairment  of  the financial condition of any Account  Debtor
regarding any Eligible Account.

          5.3  Eligible Domestic Inventory.  All Eligible Domestic
Inventory is of good and merchantable quality, free from defects.

          5.4  Equipment.  All of the Equipment is used or held for
use in Borrower's business and is fit for such purposes.

          5.5  Location of Inventory and Equipment.  The Inventory
and  Equipment are not stored with a bailee, warehouseman,  or
similar  party (without Foothill's prior written consent)  and
are  located only at the locations identified on Schedule 6.12
or otherwise permitted by Section 6.12.

          5.6  Inventory Records.  Borrower keeps correct and
accurate  records  itemizing and describing  the  kind,  type,
quality, and quantity of the Inventory, and Borrower's cost therefor.

          5.7  Location of Chief Executive Office; FEIN.  The chief
executive  office  of  Borrower  is  located  at  the  address
indicated in the preamble to this Agreement. Borrower's FEIN is 63-0573222.

          5.8  Due Organization and Qualification; Subsidiaries.

               (a)  Each Borrower is duly organized and existing and in
good  standing  under  the  laws of the  jurisdiction  of  its
incorporation  and qualified and licensed to do  business  in,
and in good standing in, any state where the failure to be  so
licensed or qualified reasonably could be expected to  have  a
Material Adverse Change.

               (b)  Set forth on Schedule 5.8, is a complete and
accurate  list of Borrower's direct and indirect Subsidiaries,
showing: (i) the jurisdiction of their organization; (ii)  the
number  of  shares  or  units of  each  class  of  common  and
preferred stock or other equity securities authorized for each
of  such Subsidiaries; and (iii) the number and the percentage
of  the  outstanding shares or units of each such class  owned
directly  or  indirectly by Borrower.  All of the  outstanding
capital  stock  or  other  equity  securities  of  each   such
Subsidiary has been validly issued and is fully paid and non-assessable.

               (c)  Except as set forth on Schedule 5.8, no capital
stock   or   other  equity  securities  (or  any   securities,
instruments, warrants, options, purchase rights, conversion or
exchange rights, calls, commitments or claims of any character
convertible  into or exercisable for capital  stock  or  other
equity  securities)  of any direct or indirect  Subsidiary  of
Borrower   is  subject  to  the  issuance  of  any   security,
instrument,  warrant,  option, purchase right,  conversion  or
exchange right, call, commitment or claim of any right, title,
or interest therein or thereto.

               (d)  Set forth on Schedule 5.8 are, with respect to each
Subsidiary of Borrower that is not a Foreign Subsidiary: (i) a
description  of  the  direct  and  indirect  stockholders  (or
holders   of  equivalent  equity  interests)  of   each   such
Subsidiary;  (ii)  the total assets of each  such  Subsidiary;
(iii)  the  amount  of the net value of Borrower's  direct  or
indirect  investment  in such Subsidiary;  and  (iv)  a  true,
correct,  and complete statement regarding whether  each  such
Subsidiary's assets are comprised principally of  (x)  foreign
assets,  (y) securities of other Subsidiaries of Borrower,  or
(z) other operating assets.

          5.9  Due Authorization; No Conflict.

               (a)  The execution, delivery, and performance by Borrower
of  this  Agreement and the Loan Documents to which  it  is  a
party have been duly authorized by all necessary corporate action.

               (b)  The execution, delivery, and performance by Borrower
of  this  Agreement and the Loan Documents to which  it  is  a
party  do  not  and  will  not (i) violate  any  provision  of
federal,   state,  or  local  law  or  regulation   (including
Regulations  G,  T,  U,  and X of the Federal  Reserve  Board)
applicable  to Borrower, the Governing Documents of  Borrower,
or  any  order,  judgment, or decree of  any  court  or  other
Governmental  Authority  binding on  Borrower,  (ii)  conflict
with, result in a breach of, or constitute (with due notice or
lapse   of   time  or  both)  a  default  under  any  material
contractual   obligation  or  material  lease   of   Borrower,
(iii)  result in or require the creation or imposition of  any
Lien of any nature whatsoever upon any properties or assets of
Borrower,  other  than Permitted Liens, or  (iv)  require  any
approval  of  stockholders or any approval or consent  of  any
Person under any material contractual obligation of Borrower.

               (c)  Other than the filing of appropriate financing
statements,  fixture  filings, and mortgages,  the  execution,
delivery,  and  performance by Borrower of this Agreement  and
the  Loan  Documents to which Borrower is a party do  not  and
will  not  require any registration with, consent, or approval
of,  or  (except  for Borrower's filings with  the  Securities
Exchange  Commission  in  the ordinary  course  of  Borrower's
business) notice to, or other action with or by, any  federal,
state, foreign, or other Governmental Authority or other Person.

               (d)  This Agreement and the Loan Documents to which
Borrower  is  a  party,  and all other documents  contemplated
hereby  and  thereby, when executed and delivered by  Borrower
will be the legally valid and binding obligations of Borrower,
enforceable   against  Borrower  in  accordance   with   their
respective  terms,  except as enforcement may  be  limited  by
equitable  principles or by bankruptcy, insolvency, reorganiza
tion,  moratorium,  or similar laws relating  to  or  limiting
creditors' rights generally.

               (e)  The Liens granted by Borrower to Foothill in and to
its  properties and assets pursuant to this Agreement and  the
other Loan Documents are validly created, perfected, and first
priority Liens, subject only to Permitted Liens.

          5.10 Litigation.  There are no actions or proceedings
pending   by   or  against  Borrower  before  any   court   or
administrative agency and Borrower does not have knowledge  or
belief  of  any  pending, threatened, or imminent  litigation,
governmental  investigations, or claims, complaints,  actions,
or  prosecutions  involving Borrower or any guarantor  of  the
Obligations,  except for:  (a) ongoing collection  matters  in
which  Borrower  is  the plaintiff; (b) matters  disclosed  on
Schedule  5.10; and (c) matters arising after the date  hereof
that,  if  decided  adversely to Borrower, would  not  have  a
Material Adverse Change.

          5.11 No Material Adverse Change.  All financial
statements  relating  to  Borrower or  any  guarantor  of  the
Obligations  that have been delivered by Borrower to  Foothill
have  been  prepared in accordance with GAAP (except,  in  the
case  of  unaudited  financial statements,  for  the  lack  of
footnotes and being subject to year-end audit adjustments) and
fairly present Borrower's (or such guarantor's, as applicable)
financial  condition  as  of the date thereof  and  Borrower's
results  of operations for the period then ended.   There  has
not  been  a Material Adverse Change with respect to  Borrower
(or  such  guarantor, as applicable) since  the  date  of  the
latest financial statements submitted to Foothill.

          5.12 Solvency.  Borrower is Solvent.  No transfer of
property is being made by Borrower and no obligation is  being
incurred  by  Borrower  in connection  with  the  transactions
contemplated  by  this Agreement or the other  Loan  Documents
with the intent to hinder, delay, or defraud either present or
future creditors of Borrower.

          5.13 Employee Benefits.  None of Borrower, any of its
Subsidiaries,  or any of their ERISA Affiliates  maintains  or
contributes  to any Benefit Plan, other than those  listed  on
Schedule  5.13.  Borrower, each of its Subsidiaries  and  each
ERISA  Affiliate have satisfied the minimum funding  standards
of  ERISA  and  the IRC with respect to each Benefit  Plan  to
which  it  is  obligated to contribute.  No  ERISA  Event  has
occurred  nor has any other event occurred that may result  in
an  ERISA Event that reasonably could be expected to result in
a   Material  Adverse  Change.   None  of  Borrower   or   its
Subsidiaries, or any ERISA Affiliate, is subject to any direct
or  indirect  liability with respect to  any  Plan  under  any
applicable law, treaty, rule, regulation, or agreement.   None
of  Borrower  or  its Subsidiaries or any ERISA  Affiliate  is
required  to  provide  security  to  any  Plan  under  Section
401(a)(29) of the IRC.

          5.14 Environmental Condition.  None of Borrower's
properties or assets has ever been used by Borrower or, to the
best  of Borrower's knowledge, by previous owners or operators
in  the  disposal  of,  or to produce, store,  handle,  treat,
release,  or  transport, any Hazardous  Materials,  except  in
compliance with all applicable laws and regulations in respect
thereof.   None  of Borrower's properties or assets  has  ever
been  designated or identified in any manner pursuant  to  any
environmental  protection  statute as  a  Hazardous  Materials
disposal  site,  or a candidate for closure  pursuant  to  any
environmental protection statute.  No Lien arising  under  any
environmental protection statute has attached to any  revenues
or  to  any  real  or personal property owned or  operated  by
Borrower.  Except as set forth on Schedule 5.14, Borrower  has
not  received  a summons, citation, notice, or directive  from
the  Environmental Protection Agency or any other  federal  or
state governmental agency concerning any action or omission by
Borrower  resulting in the releasing or disposing of Hazardous
Materials into the environment.

          5.15 Securities Accounts.  Borrower does not have or
maintain any Securities Accounts.

     6.   AFFIRMATIVE COVENANTS.

          Borrower covenants and agrees that, so long as  any
credit  hereunder shall be available and until full and  final
payment   of  the  Obligations,  and  unless  Foothill   shall
otherwise consent in writing, Borrower shall do all of the following:

          6.1  Accounting System.  Maintain one or more systems of
accounting   that   enable  Borrower  to   produce   financial
statements  in  accordance  with GAAP,  and  maintain  records
pertaining to the Collateral that contain information as  from
time  to  time  may be requested by Foothill.   Borrower  also
shall keep a modern inventory reporting system that shows  all
additions, sales, claims, returns, and allowances with respect
to the Inventory.

          6.2  Collateral Reporting.  Provide Foothill with the
following   documents   at  the  following   times   in   form
satisfactory to Foothill: (a) on a monthly basis and,  in  any
event, by no later than the 15th day of each month during  the
term  of this Agreement (or, in the event that Borrower's then
Availability  is less than $10,000,000, on such more  frequent
basis  as Foothill may require), a monthly accounts receivable
roll-forward  report  and  a  detailed  calculation   of   the
Borrowing Base as of such date; (b) on a monthly basis and, in
any  event, by no later than the 15th day of each month during
the term of this Agreement, a detailed aging, by total, of the
Accounts,  together  with  a reconciliation  to  the  detailed
calculation  of  the  Borrowing Base  previously  provided  to
Foothill;  (c)  on a monthly basis and, in any  event,  by  no
later than the 15th day of each month during the term of  this
Agreement,  a  listing  of  Borrower's  accounts  payable,  by
vendor; (d) on a monthly basis and, in any event, by no  later
than  the  15th  day of each month during  the  term  of  this
Agreement  (or, in the event that Borrower's then Availability
is  less  than  $10,000,000, on such more  frequent  basis  as
Foothill may require), Inventory reports specifying Borrower's
cost  and  the  wholesale market value  of  its  Inventory  by
category,  including a monthly Inventory roll-forward  report;
(e) upon Foothill's reasonable request, copies of invoices  in
connection  with  the Accounts, credit memos,  and  remittance
advices  and reports in connection with the Accounts  and  for
Inventory and Equipment acquired by Borrower, purchase  orders
and   invoices;   (f)  in  the  event  that  Borrower's   then
Availability  is  less than $10,000,000, then upon  Foothill's
reasonable  request, a sales journal, collection journal,  and
credit  register since the last such schedule  and  copies  of
deposit  slips, shipping and delivery documents in  connection
with the Accounts and for Inventory and Equipment acquired  by
Borrower;  (g)  on  a  quarterly basis,  a  detailed  list  of
Borrower's customers; (h) on a monthly basis, a calculation of
the Dilution for the prior month; (i) on a quarterly basis,  a
detailed  report specifying each Permitted Toehold Investment,
including the book value and market value thereof;  (j)  on  a
monthly  basis,  a detailed report specifying  each  Permitted
Appraised  Assets  Disposition and  Equipment  replacement  in
respect thereof consummated since the last such report; (k) on
a  quarterly basis, a detailed report specifying the aggregate
amount of Permitted Subsidiary Loans and Capital Contributions
made by Borrower to date during the then current calendar year
and  the aggregate amount of Indebtedness then outstanding and
permitted under Section 7.1(b), and (l) such other reports  as
to  the  Collateral or the financial condition of Borrower  as
Foothill  may  request  from time  to  time.   Original  sales
invoices evidencing daily sales shall be mailed by Borrower to
each Account Debtor and, at Foothill's direction if there is a
Triggering  Event, the invoices shall indicate on  their  face
that  the  Account has been assigned to Foothill and that  all
payments are to be made directly to Foothill.

          6.3  Financial Statements, Reports, Certificates.
Deliver  to  Foothill:  (a) as soon as available, but  in  any
event  within 30 days after the end of each month during  each
of  Borrower's fiscal years, a company prepared balance sheet,
income   statement,  and  statement  of  cash  flow   covering
Borrower's operations during such period; and (b) as  soon  as
available,  but in any event within 90 days after the  end  of
each  of  Borrower's  fiscal years,  financial  statements  of
Borrower  for  each such fiscal year, audited  by  independent
certified public accountants reasonably acceptable to Foothill
and certified, without any qualifications, by such accountants
to have been prepared in accordance with GAAP, together with a
certificate of such accountants addressed to Foothill  stating
that  such  accountants do not have knowledge of the existence
of  any  Default or Event of Default.  Such audited  financial
statements  shall  include a balance sheet,  profit  and  loss
statement,  and statement of cash flow and, if prepared,  such
accountants' letter to management.  If Borrower  is  a  parent
company  of one or more Subsidiaries, or Affiliates, or  is  a
Subsidiary or Affiliate of another company, then, in  addition
to the financial statements referred to above, Borrower agrees
to  deliver  such other information relative to  such  related
entity  as Foothill reasonably may request and, solely to  the
extent available, such financing statements on a consolidating
basis  so as to present Borrower and each such related  entity
separately.

               Together  with the above, Borrower also  shall
deliver  to  Foothill Borrower's Form 10-Q Quarterly  Reports,
Form  10-K  Annual Reports, and Form 8-K Current Reports,  and
any  other  filings made by Borrower with the  Securities  and
Exchange Commission, if any, within 1 Business Day of the date
that  the  same  are filed, or any other information  that  is
provided by Borrower to its shareholders, and any other report
reasonably  requested by Foothill relating  to  the  financial
condition of Borrower.

                Each   month,  together  with  the  financial
statements provided pursuant to Section 6.3(a), Borrower shall
deliver  to  Foothill  a  certificate  signed  by  its   chief
financial  officer  to  the effect that:   (i)  all  financial
statements  delivered  or caused to be delivered  to  Foothill
hereunder have been prepared in accordance with GAAP  (except,
in the case of unaudited financial statements, for the lack of
footnotes and being subject to year-end audit adjustments) and
fairly  present the financial condition of Borrower, (ii)  the
representations and warranties of Borrower contained  in  this
Agreement and the other Loan Documents are true and correct in
all   material  respects  on  and  as  of  the  date  of  such
certificate, as though made on and as of such date (except  to
the  extent  that  such representations and warranties  relate
solely to an earlier date), (iii) for each month that also  is
the  date on which a financial covenant in Section 7.20 is  to
be   tested,   a   Compliance  Certificate  demonstrating   in
reasonable  detail compliance at the end of such  period  with
the  applicable financial covenants contained in Section 7.20,
and  (iv)  on  the  date of delivery of  such  certificate  to
Foothill  there  does not exist any condition  or  event  that
constitutes a Default or Event of Default (or, in the case  of
clauses  (i),  (ii),  or  (iii), to the  extent  of  any  non-
compliance, describing such non-compliance as to which  he  or
she may have knowledge and what action Borrower has taken,  is
taking, or proposes to take with respect thereto).

               Borrower shall have issued written instructions
to  its  independent certified public accountants  authorizing
them  to  communicate with Foothill and to release to Foothill
whatever   financial  information  concerning  Borrower   that
Foothill  may request.  Borrower hereby irrevocably authorizes
and  directs all auditors, accountants, or other third parties
to  deliver  to  Foothill, at Borrower's  expense,  copies  of
Borrower's  financial statements, papers related thereto,  and
other  accounting  records of any nature in their  possession,
and  to  disclose to Foothill any information  they  may  have
regarding    Borrower's   business   affairs   and   financial
conditions.

               Each   year,  together  with  the   financial
statements provided pursuant to Section 6.3(b), Borrower shall
deliver  to  Foothill  a  certificate  signed  by  its   chief
financial officer specifying, as to each Foreign Subsidiary of
Borrower,   the   amounts  of  assets  and   liabilities   and
stockholder's equity of such Foreign Subsidiary as of the  end
of  the  year  then ended.  Borrower hereby  agrees  that,  in
respect  of  any  Foreign Subsidiary whose capitalization  has
materially  improved (in Foothill's reasonable  determination)
and  upon  Foothill's  reasonable request  therefor,  Borrower
shall  execute  and  deliver to Foothill a supplement  to  the
Pledge  Agreement pursuant to which Borrower shall  pledge  to
Foothill all of Borrower's right, title, and interest  in  and
to such Foreign Subsidiary's equity securities (other than the
Excluded   Foreign  Portion)  and  deliver  to  Foothill   all
Negotiable Collateral, if any, in respect of same, unless  and
to  the  extent that doing so would, in any material  respect,
violate applicable law or cause a breach or default under  any
material contract, agreement, or arrangement binding on such Subsidiary.

          6.4  Tax Returns.  Deliver to Foothill copies of each of
Borrower's  future  federal  income  tax  returns,   and   any
amendments thereto, within 30 days of the filing thereof  with
the Internal Revenue Service.

          6.5  Guarantor Reports.  Cause any guarantor of any of
the Obligations to deliver its annual financial statements  at
the   time   when  Borrower  provides  its  audited  financial
statements  to Foothill and copies of all federal  income  tax
returns as soon as the same are available and in any event  no
later than 30 days after the same are required to be filed by law.

          6.6  Returns.  Cause returns and allowances, if any, as
between  Borrower and its Account Debtors to be  on  the  same
basis and in accordance with the usual customary practices  of
Borrower,  as  they  exist at the time of  the  execution  and
delivery  of this Agreement.  If, at a time when no  Event  of
Default  has  occurred and is continuing, any  Account  Debtor
returns  any  Inventory to Borrower, Borrower  promptly  shall
determine the reason for such return and, if Borrower  accepts
such  return, issue a credit memorandum (with, upon reasonable
request,  a  copy  to be sent to Foothill) in the  appropriate
amount to such Account Debtor.  If, at a time when an Event of
Default  has  occurred and is continuing, any  Account  Debtor
returns  any  Inventory to Borrower, Borrower  promptly  shall
determine the reason for such return and, if Foothill consents
(which  consent shall not be unreasonably withheld),  issue  a
credit memorandum (with a copy to be sent to Foothill) in  the
appropriate amount to such Account Debtor.

          6.7  Title to Equipment.  Upon Foothill's request after
the  occurrence  of an Event of Default, Borrower  immediately
shall  deliver  to Foothill, properly endorsed,  any  and  all
evidences   of  ownership  of,  certificates  of   title,   or
applications  for  title to any items of Equipment;  provided,
however,  that  the foregoing shall not be deemed  to  prevent
Permitted Dispositions to the extent otherwise permitted hereunder.

          6.8  Maintenance of Equipment.  Maintain the Equipment in
good  operating condition and repair (ordinary wear  and  tear
excepted), and make all necessary replacements thereto so that
the  value and operating efficiency thereof shall at all times
be  maintained  and  preserved.  Other  than  those  items  of
Equipment  that  constitute  fixtures  on  the  Closing  Date,
Borrower  shall not permit any item of Equipment to  become  a
fixture to real estate or an accession to other property,  and
such Equipment shall at all times remain personal property.

          6.9  Taxes.  Cause all assessments and taxes, whether
real,  personal, or otherwise, due or payable by, or  imposed,
levied, or assessed against Borrower or any of its property to
be  paid  in full, before delinquency or before the expiration
of  any  extension  period, except  to  the  extent  that  the
validity of such assessment or tax  shall be the subject of  a
Permitted Protest.  Borrower shall make due and timely payment
or  deposit  of  all  such federal, state,  and  local  taxes,
assessments, or contributions required of it by law, and  will
execute  and  deliver  to  Foothill,  on  demand,  appropriate
certificates attesting to the payment thereof or deposit  with
respect thereto.  Borrower will make timely payment or deposit
of  all tax payments and withholding taxes required of  it  by
applicable  laws,  including those laws  concerning  F.I.C.A.,
F.U.T.A.,  state  disability, and local,  state,  and  federal
income  taxes,  and will, upon request, furnish Foothill  with
proof  satisfactory to Foothill indicating that  Borrower  has
made such payments or deposits.

          6.10 Insurance.

               (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
business  interruption, 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.

              (b)  At its expense, obtain and maintain (i) insurance of
the type necessary to insure the Improvements and Chattels (as
such  terms  are  defined  in the  Mortgages),  for  the  full
replacement cost thereof, against any loss by fire, lightning,
windstorm,  hail, explosion, aircraft, smoke  damage,  vehicle
damage, earthquakes, elevator collision, and other risks  from
time  to time included under "extended coverage" policies,  in
such  amounts  as Foothill may require, but in  any  event  in
amounts  sufficient  to  prevent  Borrower  from  becoming   a
co-insurer  under  such policies, (ii) combined  single  limit
bodily injury and property damages insurance against any loss,
liability, or damages on, about, or relating to each parcel of
Real  Property  Collateral,  in  an  amount  satisfactory   to
Foothill;  (iii)  business  rental insurance  covering  annual
receipts  for  a  12  month period for  each  parcel  of  Real
Property  Collateral; and (iv) insurance for such other  risks
as  Foothill  may require.  Replacement costs,  at  Foothill's
option,   may  be  redetermined  by  an  insurance  appraiser,
satisfactory to Foothill, not more frequently than once  every
12 months at Borrower's cost.

               (c)  All such policies of insurance shall be in such
form,  with  such  companies, and in such amounts  as  may  be
reasonably satisfactory to Foothill.  All hazard insurance and
such  other insurance as Foothill shall specify, shall contain
a   Form   438BFU  mortgagee  endorsement,  or  an  equivalent
endorsement satisfactory to Foothill, showing Foothill as sole
loss  payee thereof, and shall contain a waiver of warranties.
Every  policy  of insurance referred to in this  Section  6.10
shall  contain an agreement by the insurer that  it  will  not
cancel  such policy except after 30 days prior written  notice
to  Foothill  and  that any loss payable thereunder  shall  be
payable  notwithstanding any act or negligence of Borrower  or
Foothill  which  might,  absent such agreement,  result  in  a
forfeiture  of  all  or a part of such insurance  payment  and
notwithstanding  (i)  occupancy or use of  the  Real  Property
Collateral for purposes more hazardous than permitted  by  the
terms of such policy, (ii) any foreclosure or other action  or
proceeding  taken by Foothill pursuant to the  Mortgages  upon
the  happening of an Event of Default, or (iii) any change  in
title  or ownership of the Real Property Collateral.  Borrower
shall deliver to Foothill certified copies of such policies of
insurance and evidence of the payment of all premiums therefor.

               (d)  Original policies or certificates thereof
satisfactory  to Foothill evidencing such insurance  shall  be
delivered to Foothill at least 10 days prior to the expiration
of  the  existing or preceding policies.  Borrower shall  give
Foothill  prompt notice of any loss covered by such insurance,
and,  upon  the  occurrence and during the continuance  of  an
Event of Default, Foothill shall have the right to adjust  any
loss.   Foothill shall have the exclusive right to adjust  all
losses  payable under any such insurance policies without  any
liability   to   Borrower  whatsoever  in  respect   of   such
adjustments.   Any  monies received as payment  for  any  loss
under  any  insurance policy including the insurance  policies
mentioned above, shall be paid over to Foothill to be  applied
at  the  option  of Foothill either to the prepayment  of  the
Obligations  without  premium, in  such  order  or  manner  as
Foothill  may  elect, or shall be disbursed to Borrower  under
stage  payment terms satisfactory to Foothill for  application
to  the  cost of repairs, replacements, or restorations.   All
repairs, replacements, or restorations shall be effected  with
reasonable  promptness and shall be of a value at least  equal
to  the value of the items or property destroyed prior to such
damage  or  destruction.  Upon the occurrence of an  Event  of
Default,  Foothill shall have the right to apply  all  prepaid
premiums  to the payment of the Obligations in such  order  or
form as Foothill shall determine.

               (e)  Borrower shall not take out separate insurance
concurrent in form or contributing in the event of  loss  with
that required to be maintained under this Section 6.10, unless
Foothill  is included thereon as named insured with  the  loss
payable  to  Foothill  under  a  standard  California   438BFU
(NS) Mortgagee endorsement, or its local equivalent.  Borrower
immediately  shall  notify  Foothill  whenever  such  separate
insurance is taken out, specifying the insurer thereunder  and
full  particulars as to the policies evidencing the same,  and
originals of such policies immediately shall be provided to Foothill.

          6.11 No Setoffs or Counterclaims.  Make payments
hereunder  and under the other Loan Documents by or on  behalf
of  Borrower without setoff or counterclaim and free and clear
of, and without deduction or withholding for or on account of,
any federal, state, or local taxes.

          6.12 Location of Inventory and Equipment.  Keep the
Inventory  and  Equipment only at the locations identified  on
Schedule  6.12;  provided, however, that  Borrower  may  amend
Schedule  6.12  so  long as such amendment occurs  by  written
notice to Foothill not less than 30 days prior to the date  on
which  the  Inventory  or  Equipment  is  moved  to  such  new
location,  so  long  as  such  new  location  is  within   the
continental United States, and so long as, at the time of such
written   notification,   Borrower  provides   any   financing
statements  or  fixture  filings  necessary  to  perfect   and
continue  perfected  Foothill's  security  interests  in  such
assets and also provides to Foothill a Collateral Access Agreement.

          6.13 Compliance with Laws.  Comply with the requirements
of  all applicable laws, rules, regulations, and orders of any
governmental authority, including the Fair Labor Standards Act
and  the  Americans With Disabilities Act,  other  than  laws,
rules,  regulations, and orders the non-compliance with which,
individually or in the aggregate, would not have and could not
reasonably be expected to have a Material Adverse Change.

          6.14 Employee Benefits.

               (a)  Promptly, and in any event within 10 Business Days
after  Borrower or any of its Subsidiaries knows or has reason
to know that an ERISA Event has occurred that reasonably could
be  expected to result in a Material Adverse Change, a written
statement   of  the  chief  financial  officer   of   Borrower
describing  such  ERISA Event and any  action  that  is  being
taking  with respect thereto by Borrower, any such  Subsidiary
or  ERISA Affiliate, and any action taken or threatened by the
IRS,   Department  of  Labor,  or  PBGC.   Borrower  or   such
Subsidiary, as applicable, shall be deemed to know  all  facts
known by the administrator of any Benefit Plan of which it  is
the  plan  sponsor, (ii) promptly, and in any event  within  3
Business Days after the filing thereof with the IRS, a copy of
each  funding waiver request filed with respect to any Benefit
Plan  and all communications received by Borrower, any of  its
Subsidiaries  or,  to  the knowledge of  Borrower,  any  ERISA
Affiliate  with  respect to such request, and (iii)  promptly,
and  in  any  event  within 3 Business Days after  receipt  by
Borrower,  any  of  its Subsidiaries or, to the  knowledge  of
Borrower,  any  ERISA  Affiliate, of the PBGC's  intention  to
terminate  a  Benefit Plan or to have a trustee  appointed  to
administer a Benefit Plan, copies of each such notice.

               (b)  Cause to be delivered to Foothill, upon Foothill's
request, each of the following:  (i) a copy of each Plan  (or,
where  any  such plan is not in writing, complete  description
thereof) (and if applicable, related trust agreements or other
funding  instruments) and all amendments thereto, all  written
interpretations thereof and written descriptions thereof  that
have  been  distributed to employees or  former  employees  of
Borrower   or   its   Subsidiaries;  (ii)  the   most   recent
determination  letter issued by the IRS with respect  to  each
Benefit  Plan;  (iii) for the three most  recent  plan  years,
annual  reports on Form 5500 Series required to be filed  with
any  governmental  agency  for each  Benefit  Plan;  (iv)  all
actuarial  reports prepared for the last three plan years  for
each  Benefit Plan; (v) a listing of all Multiemployer  Plans,
with   the   aggregate  amount  of  the  most  recent   annual
contributions  required to be made by Borrower  or  any  ERISA
Affiliate  to  each  such plan and copies  of  the  collective
bargaining agreements requiring such contributions;  (vi)  any
information  that has been provided to Borrower or  any  ERISA
Affiliate    regarding   withdrawal   liability   under    any
Multiemployer Plan; and (vii) the aggregate amount of the most
recent annual payments made to former employees of Borrower or
its Subsidiaries under any Retiree Health Plan.

          6.15 Leases.  Pay when due all rents and other amounts
payable  under any leases to which Borrower is a party  or  by
which Borrower's properties and assets are bound, unless  such
payments  are  the  subject of a Permitted  Protest.   To  the
extent  that  Borrower fails timely to make  payment  of  such
rents  and  other amounts payable when due under  its  leases,
Foothill  shall be entitled, in its discretion, to reserve  an
amount  equal  to  such unpaid amounts against  the  Borrowing
Base.


     7.   NEGATIVE COVENANTS.

          Borrower covenants and agrees that, so long as  any
credit  hereunder shall be available and until full and  final
payment of the Obligations, Borrower will not to do any of the
following without Foothill's prior written consent:

          7.1  Indebtedness.  Create, incur, assume, permit,
guarantee,   or  otherwise  become  or  remain,  directly   or
indirectly, liable with respect to any Indebtedness, except:

               (a)  Indebtedness evidenced by this Agreement, together
with Indebtedness to issuers of letters of credit that are the
subject of L/C Guarantees;

               (b)  (i) unsecured guarantees of indebtedness of
Borrower's   Subsidiaries;  and  (ii)  unsecured  back-to-back
letters of credit or letter of credit guarantees to issuers of
underlying letters of credit, the account parties of which are
Borrower's  Foreign Subsidiaries, that are not the subject  of
L/C  Guarantees; provided, however, that the aggregate  amount
of  such  Indebtedness  at any one time outstanding  permitted
under this Section 7.1(b) shall not exceed $50,000,000;

               (c)  Indebtedness set forth on Schedule 7.1;

               (d)  unsecured Indebtedness of Borrower owing to one or
more  of  its Subsidiaries; provided, however, that  upon  the
request  of  Foothill,  Borrower  shall  cause  each  of   its
Subsidiaries that is a holder of such Indebtedness to  execute
and deliver to Foothill a subordination agreement, in form and
substance satisfactory to Foothill, in respect of such Indebtedness;

               (e)  unsecured Indebtedness evidenced by Interest Rate
Agreements and Currency Protection Agreements entered into  by
Borrower  in  the  ordinary course of its business  consistent
with  past practices and entered into in connection  with  the
operational   needs  of  Borrower's  business  and   not   for
speculative purposes;

               (f)  Indebtedness secured by Permitted Liens; and

               (g)  refinancings, renewals, or extensions of
Indebtedness permitted under clauses (c), (e), and (f) of this
Section 7.1 (and continuance or renewal of any Permitted Liens
associated therewith) so long as: (i) the terms and conditions
of   such  refinancings,  renewals,  or  extensions   do   not
materially   impair  the  prospects  of   repayment   of   the
Obligations  by Borrower, (ii) the net cash proceeds  of  such
refinancings,  renewals, or extensions do  not  result  in  an
increase in the aggregate principal amount of the Indebtedness
so  refinanced, renewed, or extended, (iii) such refinancings,
renewals,  refundings,  or  extensions  do  not  result  in  a
shortening   of   the  average  weighted   maturity   of   the
Indebtedness so refinanced, renewed, or extended, and (iv)  to
the   extent   that  Indebtedness  that  is   refinanced   was
subordinated in right of payment to the Obligations, then  the
subordination   terms  and  conditions  of   the   refinancing
Indebtedness  must  be at least as favorable  to  Foothill  as
those applicable to the refinanced Indebtedness.

          7.2  Liens.  Create, incur, assume, or permit to exist,
directly or indirectly, any Lien on or with respect to any  of
its  property  or assets, of any kind, whether  now  owned  or
hereafter acquired, or any income or profits therefrom, except
for Permitted Liens (including Liens that are replacements  of
Permitted  Liens to the extent that the original  Indebtedness
is  refinanced  under  Section  7.1(g)  and  so  long  as  the
replacement Liens only encumber those assets or property  that
secured  the  original  Indebtedness).  Without  limiting  the
generality  of the foregoing, Borrower agrees not  to  create,
incur, assume, or permit to exist, directly or indirectly, any
Lien  on  or  with  respect to the equity  securities  of  any
Subsidiary  of  Borrower and the equity securities  evidencing
any Permitted Toehold Investment (except for Liens thereon  in
favor  of Foothill and Liens expressly permitted hereunder  on
the equity securities of IG Australia).

          7.3  Restrictions on Fundamental Changes.  (a) Enter into
any     merger,     consolidation,     reorganization,      or
recapitalization,  or  reclassify  its  capital   stock;   (b)
liquidate,  wind  up,  or  dissolve  itself  (or  suffer   any
liquidation  or  dissolution); or  (c)  except  for  Permitted
Dispositions,  convey,  sell,  assign,  lease,  transfer,   or
otherwise  dispose  of,  in one transaction  or  a  series  of
transactions, all or any substantial part of its property or assets.

          7.4  Disposal of Assets.  Except for Permitted
Dispositions, make any Asset Disposition.

          7.5  Change Name.  Change Borrower's name, FEIN,
corporate structure (within the meaning of Section 9402(7)  of
the Code), or identity, or add any new fictitious name.

          7.6  [intentionally omitted].

          7.7  Nature of Business.  Make any change in the
principal nature of Borrower's business.

          7.8  Prepayments and Amendments.

               (a)  Except in connection with a refinancing permitted by
Section   7.1(g),  prepay,  redeem,  defease,   purchase,   or
otherwise acquire any Indebtedness owing to any third  Person,
other  than the Obligations in accordance with this Agreement, and

               (b)  Directly or indirectly, amend, modify, alter,
increase,  or  change any of the terms or  conditions  of  any
agreement,  instrument, document, indenture, or other  writing
evidencing or concerning Indebtedness permitted under Sections
7.1(b),  (c),  (d),  (e), or (f), except  for  any  amendment,
modification, waiver, or consent the effect of which would  be
to:   (i)  extend the maturity of all or part of the remaining
scheduled   payments  of  principal  outstanding   thereunder;
(ii)  make  any  covenant  or default contained  therein  less
stringent;  (iii) decrease the interest rate or interest  rate
margin  or the default interest rate or interest rate  margin,
or both; (iv) amends or modify any other terms thereof so long
as   the  amendments  or  modifications  referenced  in   this
clause   (iv)  are  not  in  the  aggregate  materially   more
expensive, burdensome, or otherwise adverse to Borrower or Foothill.

          7.9  Change of Control.  Cause, permit, or suffer,
directly or indirectly, any Change of Control.

          7.10 Consignments.  Consign any Inventory or sell any
Inventory  on bill and hold, sale or return, sale on approval,
or  other  conditional terms of sale; provided, however,  that
the  foregoing  shall  not  prevent Borrower  from  consigning
Inventory with a value not to exceed $500,000 at any one  time
outstanding,  in  the ordinary course of Borrower's  business,
consistent with past practices, so long as at the time of  any
such  consignment, Borrower shall take such steps  as  may  be
necessary  to  ensure  that such consigned  Inventory  is  not
subject  to  the claims of the consignees' creditors  or  that
Borrower has priority over any perfected security interests in
the inventory of such consignee.

          7.11 Distributions.  Make any distribution or declare or
pay  any  dividends  (in cash or other  property,  other  than
capital stock) on, or purchase, acquire, redeem, or retire any
of  Borrower's  capital stock, of any class,  whether  now  or
hereafter outstanding.

          7.12 Accounting Methods.  Modify or change significantly
its  method of accounting or enter into, modify, or  terminate
any  agreement  currently existing, or at any  time  hereafter
entered  into with any third party accounting firm or  service
bureau for the preparation or storage of Borrower's accounting
records  without  said  accounting  firm  or  service   bureau
agreeing   to  provide  Foothill  information  regarding   the
Collateral or Borrower's financial condition.  Borrower waives
the  right to assert a confidential relationship, if  any,  it
may  have  with  any  accounting firm  or  service  bureau  in
connection with any information requested by Foothill pursuant
to  or  in  accordance with this Agreement,  and  agrees  that
Foothill  may  contact directly any such  accounting  firm  or
service bureau in order to obtain such information.

          7.13 Investments.  Except for Permitted Investments and
Permitted Dispositions, directly or indirectly make,  acquire,
or  incur  any  liabilities (including contingent obligations)
for   or  in  connection  with  (a)  the  acquisition  of  the
securities (whether debt or equity) of, or other interests in,
a  Person,  (b)  loans,  advances, capital  contributions,  or
transfers  of property to a Person, or (c) the acquisition  of
all or substantially all of the properties or assets of a Person.

          7.14 Transactions with Affiliates.  Except for Permitted
Investments,  directly or indirectly enter into or  permit  to
exist  any material transaction with any Affiliate of Borrower
except  for  transactions that are in the ordinary  course  of
Borrower's business, upon fair and reasonable terms, that  are
fully disclosed to Foothill, and that are no less favorable to
Borrower  than would be obtained in a comparable arm's  length
transaction with a non-Affiliate.

          7.15 Suspension.  Suspend or go out of a substantial
portion of its business.

          7.16 [intentionally omitted].

          7.17 Use of Proceeds.  Use the proceeds of the Advances
and  the  Term Loan made hereunder for any purpose other  than
(a)  on the Closing Date, (i) to repay in full the outstanding
principal,  accrued interest, and accrued  fees  and  expenses
owing  to Existing Lender, and (ii) to pay transactional costs
and  expenses incurred in connection with this Agreement,  and
(b)  thereafter,  consistent with  the  terms  and  conditions
hereof, for its lawful and permitted corporate purposes.

          7.18 Change in Location of Chief Executive Office;
Inventory  and  Equipment with Bailees.   Relocate  its  chief
executive office to a new location without providing  30  days
prior written notification thereof to Foothill and so long as,
at  the  time of such written notification, Borrower  provides
any  financing  statements  or fixture  filings  necessary  to
perfect  and continue perfected Foothill's security  interests
and  also  provides to Foothill a Collateral Access  Agreement
with  respect  to  such  new  location.   The  Inventory   and
Equipment  shall  not at any time now or hereafter  be  stored
with   a   bailee,  warehouseman,  or  similar  party  without
Foothill's prior written consent.

          7.19 No Prohibited Transactions Under ERISA.  Directly or indirectly:

               (a)  engage, or permit any Subsidiary of Borrower to
engage,  in  any  prohibited transaction which  is  reasonably
likely to result in a civil penalty or excise tax described in
Sections 406 of ERISA or 4975 of the IRC for which a statutory
or class exemption is not available or a private exemption has
not been previously obtained from the Department of Labor;

               (b)  permit to exist with respect to any Benefit Plan any
accumulated funding deficiency (as defined in Sections 302  of
ERISA and 412 of the IRC), whether or not waived;

               (c)  fail, or permit any Subsidiary of Borrower to fail,
to  pay  timely required contributions or annual  installments
due with respect to any waived funding  deficiency to any Benefit Plan;

               (d)  terminate, or permit any Subsidiary of Borrower to
terminate, any Benefit Plan where such event would  result  in
any  liability  of  Borrower, any of its Subsidiaries  or  any
ERISA Affiliate under Title IV of ERISA;

               (e)  fail, or permit any Subsidiary of Borrower to fail,
to make any required contribution or payment to any Multiemployer Plan;

               (f)  fail, or permit any Subsidiary of Borrower to fail,
to  pay any required installment or any other payment required
under  Section 412 of the IRC on or before the  due  date  for
such installment or other payment;

                7.(yyyy)  amend, or permit any Subsidiary of Borrower to
amend,  a  Plan resulting in an increase in current  liability
for the plan year such that either of Borrower, any Subsidiary
of  Borrower  or  any ERISA Affiliate is required  to  provide
security to such Plan under Section 401(a)(29) of the IRC; or

               (h)  withdraw, or permit any Subsidiary of Borrower to
withdraw, from any Multiemployer Plan where such withdrawal is
reasonably  likely  to  result in any liability  of  any  such
entity under Title IV of ERISA;

which,  individually  or  in  the  aggregate,  results  in  or
reasonably  would be expected to result in a claim against  or
liability  of Borrower, any of its Subsidiaries or  any  ERISA
Affiliate in excess of $1,500,000.

          7.20 Financial Covenants.  Fail to maintain:

               (a)  Current Ratio.  A ratio of Consolidated Current
Assets divided by Consolidated Current Liabilities of at least
1.0: 1.0, measured on a fiscal quarter-end basis; and

               (b)  Net Worth.  Net Worth of at least $325,000,000,
measured on a fiscal quarter-end basis.

          7.21 Capital Expenditures.  Make capital expenditures in
any fiscal year in excess of $80,000,000.

     8.   EVENTS OF DEFAULT.

          Any  one  or  more  of the following  events  shall
constitute  an event of default (each, an "Event of  Default")
under this Agreement:

          8.1  If Borrower fails to pay when due and payable or
when  declared due and payable, any portion of the Obligations
(whether of principal, interest (including any interest which,
but  for  the  provisions of the Bankruptcy Code,  would  have
accrued  on  such  amounts), fees and  charges  due  Foothill,
reimbursement   of   Foothill  Expenses,  or   other   amounts
constituting Obligations);

          8.2  (a) If Borrower fails or neglects to perform, keep,
or  observe,  in  any material respect, any  term,  provision,
condition,  covenant, or agreement contained in  Sections  6.2
(Collateral  Reports) or 6.3 (Financial  Statements)  of  this
Agreement and such failure continues for a period of five  (5)
days  from  the  date  Foothill sends Borrower  telephonic  or
written  notice  of such failure or neglect; (b)  If  Borrower
fails  or  neglects  to  perform, keep,  or  observe,  in  any
material respect, any term, provision, condition, covenant, or
agreement  contained  in  Sections  6.4  (Tax  Returns),   6.5
(Guarantor Reports), 6.7 (Title to Equipment), 6.12  (Location
of Inventory and Equipment), 6.13 (Compliance with Laws), 6.14
(Employee  Benefits), or 6.15 (Leases) of this  Agreement  and
such  failure continues for a period of fifteen (15) days from
the date of such failure or neglect; (c) If Borrower fails  or
neglects  to  perform,  keep,  or  observe,  in  any  material
respect,   any   term,  provision,  condition,  covenant,   or
agreement  contained in Sections 6.1 (Accounting System),  6.6
(Returns), or 6.8 (Maintenance of Equipment) of this Agreement
and  such failure continues for a period of fifteen (15)  days
from  the  date Foothill sends Borrower telephonic or  written
notice of such failure or neglect; or (d) If Borrower fails or
neglects  to  perform,  keep,  or  observe,  in  any  material
respect,  any  other term, provision, condition, covenant,  or
agreement  contained in this Agreement, in  any  of  the  Loan
Documents, or in any other present or future agreement between
Borrower  and  Foothill (other than any such term,  provision,
condition,  covenant,  or agreement that  is  the  subject  of
another provision of this Section 8);

          8.3  If there is a Material Adverse Change;

          8.4  If any material portion of Borrower's properties or
assets  is  attached, seized, subjected to a writ or  distress
warrant,  or  is levied upon, or comes into the possession  of
any third Person;

          8.5  If an Insolvency Proceeding is commenced by Borrower;

          8.6  If an Insolvency Proceeding is commenced against
Borrower  and  any of the following events  occur:   (a)  such
Borrower   consents  to  the  institution  of  the  Insolvency
Proceeding  against  it;  (b)  the  petition  commencing   the
Insolvency  Proceeding  is not timely  controverted;  (c)  the
petition commencing the Insolvency Proceeding is not dismissed
within  45  calendar days of the date of the  filing  thereof;
provided,  however, that, during the pendency of such  period,
Foothill shall be relieved of its obligation to extend  credit
hereunder;  (d)  an  interim  trustee  is  appointed  to  take
possession  of all or a substantial portion of the  properties
or  assets of, or to operate all or any substantial portion of
the  business  of, Borrower; or (e) an order for relief  shall
have been issued or entered therein;

          8.7  If Borrower is enjoined, restrained, or in any way
prevented by court order from continuing to conduct all or any
material part of its business affairs;

          8.8  (a) If a notice of Lien, levy, or assessment for
more than $1,500,000 is filed of record with respect to any of
Borrower's  properties or assets by the United States,  or  if
any taxes or debts owing for an amount in excess of $1,500,000
at  any  time hereafter to the United States becomes  a  lien,
whether choate or otherwise, upon any of Borrower's properties
or  assets; provided, however, that Foothill shall be entitled
to  create  a reserve against the Borrowing Base in an  amount
sufficient to discharge such lien, levy, or assessment and any
and all penalties or interest payable in connection therewith; or

               (b)  If  a notice of Lien, levy, or assessment
for  more  than $1,500,000 is filed of record with respect  to
any  of  Borrower's properties or assets by any state, county,
municipal, or other non-federal governmental agency, or if any
taxes or debts owing for an amount in excess of $1,500,000  at
any time hereafter to any one or more of such entities becomes
a lien, whether choate or otherwise, upon any of Borrower's or
any of its Subsidiaries' properties or assets and, in any such
case,  such taxes or debts are not the subject of a  Permitted
Protest,  and  the lien, levy, or assessment is not  released,
discharged, or bonded against before the earlier of 30 days of
the  date  it  first arises or 5 days of the  date  when  such
property  or  asset  is subject to being forfeited;  provided,
however,  that Foothill shall be entitled to create a  reserve
against  the  Borrowing  Base  in  an  amount  sufficient   to
discharge  such  lien, levy, or assessment  and  any  and  all
penalties or interest payable in connection therewith.

          8.9  If a judgment or other claim for an amount in excess
of  $1,500,000 becomes a Lien or encumbrance upon any material
portion of Borrower's properties or assets;

          8.10 If there is a default in any material agreement to
which  Borrower is a party with one or more third Persons  and
such  default  (a)  occurs  at  the  final  maturity  of   the
obligations  thereunder, or (b) results in  a  right  by  such
third   Person(s),  irrespective  of  whether  exercised,   to
accelerate  the maturity of Borrower's obligations  thereunder
or to terminate the subject agreement;

          8.11 If Borrower makes any payment on account of
Indebtedness that has been contractually subordinated in right
of  payment to the payment of the Obligations, except  to  the
extent  such  payment  is  permitted  by  the  terms  of   the
subordination provisions applicable to such Indebtedness;

          8.12 If any material misstatement or misrepresentation
exists  now  or  hereafter  in any  warranty,  representation,
statement,  or  report made to Foothill  by  Borrower  or  any
officer, employee, agent, or director of Borrower, or  if  any
such warranty or representation is withdrawn; or

          8.13 If the obligation of M&S or IG Delaware under the
Pledge Agreement is limited or terminated by operation of  law
or  by such Person thereunder, or any such Person becomes  the
subject of an Insolvency Proceeding.

     9.   FOOTHILL'S RIGHTS AND REMEDIES.

          9.1  Rights and Remedies.  Upon the occurrence, and
during the continuation, of an Event of Default Foothill  may,
at  its  election, without notice of its election and  without
demand, do any one or more of the following, all of which  are
authorized by Borrower:

               (a)  Declare all Obligations, whether evidenced by this
Agreement,  by any of the other Loan Documents, or  otherwise,
immediately due and payable;

               (b)  Cease advancing money or extending credit to or for
the benefit of Borrower under this Agreement, under any of the
Loan  Documents, or under any other agreement between Borrower and Foothill;

               (c)  Terminate this Agreement and any of the other Loan
Documents  as  to  any  future  liability  or  obligation   of
Foothill, but without affecting Foothill's rights and security
interests  in  the Personal Property Collateral  or  the  Real
Property Collateral and without affecting the Obligations;

               (d)  Settle or adjust disputes and claims directly with
Account  Debtors  for  amounts and upon terms  which  Foothill
considers  advisable, and in such cases, Foothill will  credit
Borrower's Loan Account with only the net amounts received  by
Foothill  in payment of such disputed Accounts after deducting
all Foothill Expenses incurred or expended in connection therewith;

               (e)  Cause Borrower to hold all returned Inventory in
trust for Foothill, segregate all returned Inventory from  all
other  property  of Borrower or in Borrower's  possession  and
conspicuously label said returned Inventory as the property of Foothill;

               (f)  Without notice to or demand upon Borrower, make such
payments  and do such acts as Foothill considers necessary  or
reasonable   to   protect  its  security  interests   in   the
Collateral.  Borrower agrees to assemble the Personal Property
Collateral  if Foothill so requires, and to make the  Personal
Property  Collateral  available to Foothill  as  Foothill  may
designate.  Borrower authorizes Foothill to enter the premises
where the Personal Property Collateral is located, to take and
maintain  possession of the Personal Property  Collateral,  or
any  part  of it, and to pay, purchase, contest, or compromise
any   encumbrance,   charge,  or  Lien  that   in   Foothill's
determination appears to conflict with its security  interests
and  to  pay  all  expenses incurred in connection  therewith.
With  respect  to any of Borrower's owned or leased  premises,
Borrower  hereby  grants  Foothill a  license  to  enter  into
possession  of  such premises and to occupy the same,  without
charge,  for  up  to  120 days in order  to  exercise  any  of
Foothill's  rights  or remedies provided herein,  at  law,  in
equity, or otherwise;

               (g)  Without notice to Borrower (such notice being
expressly  waived  by  Borrower), and without  constituting  a
retention  of any collateral in satisfaction of an  obligation
(within the meaning of Section 9505 of the Code), set off  and
apply to the Obligations any and all (i) balances and deposits
of  Borrower held by Foothill (including any amounts  received
in  the  Lockbox Accounts), or (ii) indebtedness at  any  time
owing to or for the credit or the account of Borrower held by Foothill;

               (h)  Hold, as cash collateral, any and all balances and
deposits  of  Borrower  held  by  Foothill,  and  any  amounts
received in the Lockbox Accounts, to secure the full and final
repayment of all of the Obligations;

               (i)  Ship, reclaim, recover, store, finish, maintain,
repair, prepare for sale, advertise for sale, and sell (in the
manner  provided for herein) the Personal Property Collateral.
Borrower hereby grants to Foothill a license or other right to
use,  without charge, Borrower's labels, patents,  copyrights,
rights  of  use  of  any  name, trade  secrets,  trade  names,
trademarks,  service  marks, and advertising  matter,  or  any
property  of a similar nature, as it pertains to the  Personal
Property  Collateral, in completing production of, advertising
for  sale,  and  selling any Personal Property Collateral  and
Borrower's  rights  under  all  licenses  and  all   franchise
agreements shall inure to Foothill's benefit;

               (j)  Sell the Personal Property Collateral at either a
public  or  private  sale, or both, by  way  of  one  or  more
contracts  or  transactions, for cash or  on  terms,  in  such
manner  and  at  such  places  (including  any  of  Borrower's
premises)  as Foothill determines is commercially  reasonable.
It  is not necessary that the Personal Property Collateral  be
present at any such sale;

               (k)  Foothill shall give notice of the disposition of the
Personal Property Collateral as follows:

                    (1)  Foothill shall give the applicable Borrower and each
holder  of  a  security  interest  in  the  Personal  Property
Collateral  who has filed with Foothill a written request  for
notice,  a  notice in writing of the time and place of  public
sale,  or,  if  the  sale  is a private  sale  or  some  other
disposition  other than a public sale is to  be  made  of  the
Personal Property Collateral, then the time on or after  which
the private sale or other disposition is to be made;

                    (2)  The notice shall be personally delivered or mailed,
postage  prepaid, to such Borrower as provided in Section  12,
at  least  5  days before the date fixed for the sale,  or  at
least  5  days before the date on or after which  the  private
sale or other disposition is to be made; no notice needs to be
given  prior to the disposition of any portion of the Personal
Property Collateral that is perishable or threatens to decline
speedily in value or that is of a type customarily sold  on  a
recognized market.  Notice to Persons other than such Borrower
claiming an interest in the Personal Property Collateral shall
be sent to such addresses as they have furnished to Foothill;

                    (3)  If the sale is to be a public sale, Foothill also
shall give notice of the time and place by publishing a notice
one  time  at least 5 days before the date of the  sale  in  a
newspaper  of general circulation in the county in  which  the
sale is to be held;

               (l)  Foothill may credit bid and purchase at any public
sale; and

               (m)  Any deficiency that exists after disposition of the
Personal  Property Collateral as provided above will  be  paid
immediately by Borrower.  Any excess will be returned, without
interest  and  subject  to the rights  of  third  Persons,  by
Foothill to Borrower.

          9.2  Remedies Cumulative.  Foothill's rights and remedies
under  this  Agreement,  the Loan  Documents,  and  all  other
agreements shall be cumulative.  Foothill shall have all other
rights  and  remedies  not inconsistent herewith  as  provided
under the Code, by law, or in equity.  No exercise by Foothill
of  one  right or remedy shall be deemed an election,  and  no
waiver  by Foothill of any Event of Default shall be deemed  a
continuing  waiver.  No delay by Foothill shall  constitute  a
waiver, election, or acquiescence by it.

     10.  TAXES AND EXPENSES.

          If Borrower fails to pay any monies (whether taxes,
assessments,  insurance premiums, or, in the  case  of  leased
properties  or  assets, rents or other amounts  payable  under
such  leases)  due  to third Persons, or  fails  to  make  any
deposits  or furnish any required proof of payment or deposit,
all  as  required under the terms of this Agreement, then,  to
the  extent that Foothill determines that such failure by such
Borrower  could  result in a Material Adverse Change,  in  its
discretion and without prior notice to Borrower, Foothill  may
do  any or all of the following:  (a) make payment of the same
or  any  part thereof; (b) set up such reserves in  Borrower's
Loan  Account as Foothill deems necessary to protect  Foothill
from  the exposure created by such failure; or (c) obtain  and
maintain  insurance policies of the type described in  Section
6.10,  and  take any action with respect to such  policies  as
Foothill  deems  prudent.  Any such amounts paid  by  Foothill
shall constitute Foothill Expenses.  Any such payments made by
Foothill shall not constitute an agreement by Foothill to make
similar payments in the future or a waiver by Foothill of  any
Event  of  Default  under this Agreement.  Foothill  need  not
inquire  as to, or contest the validity of, any such  expense,
tax, or Lien and the receipt of the usual official notice  for
the payment thereof shall be conclusive evidence that the same
was validly due and owing.

     11.  WAIVERS; INDEMNIFICATION.

          11.1 Demand; Protest; etc.  Borrower waives demand,
protest,  notice  of protest, notice of default  or  dishonor,
notice  of  payment  and nonpayment, nonpayment  at  maturity,
release,  compromise,  settlement, extension,  or  renewal  of
accounts,   documents,   instruments,   chattel   paper,   and
guarantees at any time held by Foothill on which Borrower  may
in any way be liable.

          11.2 Foothill's Liability for Collateral.  So long as
Foothill complies with its obligations, if any, under  Section
9207  of the Code, Foothill shall not in any way or manner  be
liable  or  responsible  for:   (a)  the  safekeeping  of  the
Collateral;  (b)  any  loss  or damage  thereto  occurring  or
arising  in  any  manner or fashion from any  cause;  (c)  any
diminution in the value thereof; or (d) any act or default  of
any carrier, warehouseman, bailee, forwarding agency, or other
Person.   All  risk  of loss, damage, or  destruction  of  the
Collateral shall be borne by Borrower.

          11.3 Indemnification.  Borrower shall pay, indemnify,
defend, and hold Foothill, each Participant, and each of their
respective  officers, directors, employees,  counsel,  agents,
and attorneys-in-fact (each, an "Indemnified Person") harmless
(to  the fullest extent permitted by law) from and against any
and  all  claims,  demands,  suits,  actions,  investigations,
proceedings,  and damages, and all reasonable  attorneys  fees
and  disbursements  and  other  costs  and  expenses  actually
incurred  in  connection  therewith  (as  and  when  they  are
incurred and irrespective of whether suit is brought), at  any
time  asserted against, imposed upon, or incurred  by  any  of
them  in connection with or as a result of or related  to  the
execution,    delivery,    enforcement,    performance,    and
administration of this Agreement and any other Loan  Documents
or  the transactions contemplated herein, and with respect  to
any  investigation, litigation, or proceeding related to  this
Agreement, any other Loan Document, or the use of the proceeds
of  the credit provided hereunder (irrespective of whether any
Indemnified Person is a party thereto), or any act,  omission,
event  or circumstance in any manner related thereto (all  the
foregoing,   collectively,  the  "Indemnified   Liabilities").
Borrower  shall  have no obligation to any Indemnified  Person
under  this  Section  11.3  with respect  to  any  Indemnified
Liability  that  a  court  of competent  jurisdiction  finally
determines  to  have  resulted from the  gross  negligence  or
willful misconduct of such Indemnified Person.  This provision
shall  survive  the  termination of  this  Agreement  and  the
repayment of the Obligations.

     12.   NOTICES.

           Unless  otherwise provided in this  Agreement,  all
notices or demands by any party relating to this Agreement  or
any  other  Loan Document shall be in writing and (except  for
financial  statements and other informational documents  which
may  be  sent by first-class mail, postage prepaid)  shall  be
personally  delivered or sent by registered or certified  mail
(postage   prepaid,   return  receipt  requested),   overnight
courier, or telefacsimile to Borrower or to Foothill,  as  the
case may be, at its address set forth below:

        If to Borrower:         INTERGRAPH CORPORATION
                                One Madison Industrial Park
                                Huntsville, Alabama 35894
                                Attn:  Mr. Larry J. Laster
                                Fax No. 205.730.2164

        with copies to:         BALCH & BINGHAM
                                1710 Sixth Avenue North
                                Birmingham, Alabama 35201
                                Attn:  John F. Mandt, Esq.
                                Fax No. 205.226.8799
 
        If to Foothill:         FOOTHILL CAPITAL CORPORATION
                                11111 Santa Monica Boulevard
                                Suite 1500
                                Los Angeles, California 90025-3333
                                Attn: Business Finance Division Manager
                                Fax No. 310.478.9788

        with copies to:         BROBECK, PHLEGER & HARRISON LLP
                                550 South Hope Street
                                Los Angeles, California 90071
                                Attn:  John Francis Hilson, Esq.
                                Fax No. 213.745.3345

           The  parties hereto may change the address at which
they are to receive notices hereunder, by notice in writing in
the  foregoing  manner  given to the other.   All  notices  or
demands  sent in accordance with this Section 12,  other  than
notices  by Foothill in connection with Sections 9504 or  9505
of  the  Code, shall be deemed received on the earlier of  the
date of actual receipt or 3 days after the deposit thereof  in
the  mail.  Borrower acknowledges and agrees that notices sent
by  Foothill in connection with Sections 9504 or 9505  of  the
Code  shall  be  deemed sent when deposited  in  the  mail  or
personally  delivered, or, where permitted by law, transmitted
telefacsimile or other similar method set forth above.

     13.   CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

           THE  VALIDITY OF THIS AGREEMENT AND THE OTHER  LOAN
DOCUMENTS  (UNLESS EXPRESSLY PROVIDED TO THE  CONTRARY  IN  AN
ANOTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION,  AND
ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE  PARTIES
HERETO  AND  THERETO  WITH  RESPECT  TO  ALL  MATTERS  ARISING
HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL  BE
DETERMINED  UNDER,  GOVERNED BY, AND CONSTRUED  IN  ACCORDANCE
WITH  THE LAWS OF THE STATE OF CALIFORNIA.  THE PARTIES  AGREE
THAT  ALL  ACTIONS OR PROCEEDINGS ARISING IN  CONNECTION  WITH
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND
LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN  THE
COUNTY  OF  LOS ANGELES, STATE OF CALIFORNIA OR, AT  THE  SOLE
OPTION OF FOOTHILL, IN ANY OTHER COURT IN WHICH FOOTHILL SHALL
INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS  SUBJECT
MATTER  JURISDICTION OVER THE MATTER IN CONTROVERSY.  EACH  OF
BORROWER  AND  FOOTHILL WAIVES, TO THE EXTENT PERMITTED  UNDER
APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE
OF  FORUM  NON CONVENIENS OR TO OBJECT TO VENUE TO THE  EXTENT
ANY  PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 13.
BORROWER AND FOOTHILL HEREBY WAIVE THEIR RESPECTIVE RIGHTS  TO
A  JURY  TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED  UPON  OR
ARISING  OUT  OF  ANY  OF THE LOAN DOCUMENTS  OR  ANY  OF  THE
TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT  CLAIMS,
TORT  CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON  LAW
OR STATUTORY CLAIMS.  EACH OF BORROWER AND FOOTHILL REPRESENTS
THAT  IT  HAS  REVIEWED  THIS WAIVER AND  EACH  KNOWINGLY  AND
VOLUNTARILY   WAIVES   ITS   JURY   TRIAL   RIGHTS   FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF  LITIGATION,
A  COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO
A TRIAL BY THE COURT.

     14.  DESTRUCTION OF BORROWER'S DOCUMENTS.

          All documents, schedules, invoices, agings, or other
papers  delivered  to Foothill may be destroyed  or  otherwise
disposed  of by Foothill 4 months after they are delivered  to
or  received  by  Foothill,  unless  the  applicable  Borrower
requests, in writing, the return of said documents, schedules,
or other papers and makes arrangements, at Borrower's expense,
for their return.

     15.  GENERAL PROVISIONS.

          15.1 Effectiveness.  This Agreement shall be binding and
deemed effective when executed by Borrower and Foothill.

          15.2 Successors and Assigns.  This Agreement shall bind
and  inure  to  the benefit of the respective  successors  and
assigns  of  each  of  the  parties; provided,  however,  that
Borrower may not assign this Agreement or any rights or duties
hereunder  without Foothill's prior written  consent  and  any
prohibited assignment shall be absolutely void.  No consent to
an  assignment  by  Foothill shall release Borrower  from  its
Obligations.   Foothill  may assign  this  Agreement  and  its
rights  and  duties hereunder and no consent  or  approval  by
Borrower  is  required in connection with any such assignment.
Foothill   reserves  the  right  to  sell,  assign,  transfer,
negotiate, or grant participations in all or any part  of,  or
any interest in Foothill's rights and benefits hereunder.   In
connection with any such assignment or participation, Foothill
may  disclose all documents and information which Foothill now
or  hereafter  may  have  relating to Borrower  or  Borrower's
business, but such documents and information shall be  subject
to  the  confidentiality provisions of Section 15.10.  To  the
extent  that  Foothill  assigns  its  rights  and  obligations
hereunder  to  a  third Person, Foothill thereafter  shall  be
released  from  such  assigned  obligations  to  the  relevant
Borrower  and such assignment shall effect a novation  between
the relevant Borrower and such third Person.

          15.3 Section Headings.  Headings and numbers have been
set forth herein for convenience only.  Unless the contrary is
compelled by the context, everything contained in each section
applies equally to this entire Agreement.

          15.4 Interpretation.  Neither this Agreement nor any
uncertainty or ambiguity herein shall be construed or resolved
against  Foothill  or  Borrower, whether  under  any  rule  of
construction  or otherwise.  On the contrary,  this  Agreement
has  been  reviewed by all parties and shall be construed  and
interpreted  according to the ordinary meaning  of  the  words
used so as to fairly accomplish the purposes and intentions of
all parties hereto.

          15.5 Severability of Provisions.  Each provision of this
Agreement  shall  be severable from every other  provision  of
this  Agreement  for  the  purpose of  determining  the  legal
enforceability of any specific provision.

          15.6 Amendments in Writing.  This Agreement can only be
amended by a writing signed by both Foothill and Borrower.

          15.7 Counterparts; Telefacsimile Execution.  This
Agreement may be executed in any number of counterparts and by
different  parties on separate counterparts,  each  of  which,
when  executed  and  delivered,  shall  be  deemed  to  be  an
original,  and  all  of  which,  when  taken  together,  shall
constitute  but  one and the same Agreement.  Delivery  of  an
executed counterpart of this Agreement by telefacsimile  shall
be  equally  as effective as delivery of an original  executed
counterpart  of  this  Agreement.   Any  party  delivering  an
executed  counterpart of this Agreement by telefacsimile  also
shall  deliver  an  original  executed  counterpart  of   this
Agreement  but  the  failure to deliver an  original  executed
counterpart shall not affect the validity, enforceability, and
binding effect of this Agreement.

          15.8 Revival and Reinstatement of Obligations.  If the
incurrence  or payment of the Obligations by Borrower  or  any
guarantor of the Obligations or the transfer by either or both
of  such parties to Foothill of any property of either or both
of such parties should for any reason subsequently be declared
to be void or voidable under any state or federal law relating
to  creditors' rights, including provisions of the  Bankruptcy
Code  relating  to  fraudulent conveyances,  preferences,  and
other  voidable or recoverable payments of money or  transfers
of  property  (collectively, a "Voidable  Transfer"),  and  if
Foothill is required to repay or restore, in whole or in part,
any  such  Voidable  Transfer, or elects to  do  so  upon  the
reasonable  advice  of  its counsel,  then,  as  to  any  such
Voidable  Transfer,  or the amount thereof  that  Foothill  is
required  or  elects  to  repay or  restore,  and  as  to  all
reasonable  costs, expenses, and attorneys  fees  of  Foothill
related  thereto, the liability of Borrower or such  guarantor
automatically shall be revived, reinstated, and  restored  and
shall exist as though such Voidable Transfer had never been made.

          15.9 Integration.  This Agreement, together with the
other Loan Documents, reflects the entire understanding of the
parties  with respect to the transactions contemplated  hereby
and  shall  not  be  contradicted or qualified  by  any  other
agreement, oral or written, before the date hereof.

          15.10 Confidentiality.  Foothill agrees to treat all
material,  non-public information regarding Borrower  and  its
Subsidiaries  and their operations, assets, and  existing  and
contemplated business plans in a confidential manner; it being
understood  and agreed by Borrower that in any event  Foothill
may  make  disclosures (a) to counsel for and other  advisors,
accountants, and auditors to Foothill, (b) reasonably required
by  any bona fide potential or actual assignee, transferee, or
participant  in  connection with any  contemplated  or  actual
assignment  or transfer by Foothill of an interest  herein  or
any participation interest in Foothill's rights hereunder, (c)
of  information that has become public by disclosures made  by
Persons  other than Foothill, or (d) as required or  requested
by  any court, governmental or administrative agency, pursuant
to  any  subpoena  or  other legal process,  or  by  any  law,
statute, regulation, or court order; provided, however,  that,
unless  prohibited by applicable law, statute, regulation,  or
court order, Foothill shall notify Borrower of any request  by
any  court, governmental or administrative agency, or pursuant
to  any subpoena or other legal process for disclosure of  any
such non-public material information concurrent with, or where
practicable, prior to the disclosure thereof.

      IN  WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in Los Angeles, California.


                                INTERGRAPH CORPORATION,
                                a Delaware corporation

 
                                By___________________________

                                Title:_______________________
 

                                FOOTHILL CAPITAL CORPORATION,
                                a California corporation


                                By___________________________

                                Title:_______________________




               SCHEDULE E-1
          INTERGRAPH CORPORATION
    Eligible Domestic Inventory Locations


STATE            CITY         	STREET ADDRESS
-----            ----          --------------
ALABAMA	         HUNTSVILLE    Building 21
ALABAMA	         HUNTSVILLE    Building 5A & 5B
ALABAMA          HUNTSVILLE    Building 25
ALABAMA          HUNTSVILLE    Redstone Arsenal
ARIZONA          PHOENIX       4742 N 24th Street
CALIFORNIA       IRVINE        26 Technology
CALIFORNIA       LA (ENCINO)   15821 Ventura Blvd.
CALIFORNIA       SAN DIEGO     9988 Hibert Street
CALIFORNIA       SACRAMENTO    777 Campus Commons
CALIFORNIA       MTNVIEW       381 E Evelyn
COLORADO         ENGLEWOOD     7400 E. Orchard Rd
FLORIDA          TAMPA         5423 Beaumont Center
FLORIDA          KENNEDYSPACE  JF Kennedy Space Ctr
GEORGIA          SMYRNA        3300 Highlands
HAWAII           HONOLULU      840 Kawalahao
ILLINOIS         ARLINGTON     85 West Algonquin
INDIANA          INDIANAPOLIS  5881 E 82nd Street
KANSAS           LENEXA        14839 W 95th St
KENTUCKY         LOUISVILLE    12700 Shelbyville
LOUISIANA        METAIRIE      3545 N. I-10 Service Rd
MASSACHUSETTS    WESTBOROUGH   1800 W Park Dr
MICHIGAN         SOUTHFIELD    28411 NW Hwy
MINNESOTA        MENDOTA HTS   1355 Mendota Heights
MISSOURI         ST LOUIS      11116 S. Town Sq
MISSOURI         ST. LOUIS     3200 S. Second ST.
N CAROLINA       CHARLOTTE     9731 J S. Pine
N JERSEY         E. RUTHERFORD 1 Meadowland
NEW YORK         ROCHESTER     120 Corporate Woods
OHIO             MASON         4900 Parkway
OHIO             VALLEY VIEW   9885 Rockside
PENNSYLVANIA     K. OR PRUSSIA 1018 W 9th Avenue
PENNSYLVANIA     PITTSBURGH    500 Business Center
PENNSYLVANIA     RADNOR        100 Matson Ford Rd.
S CAROLINA       GREENVILLE    201 Brookfield
TENNESSEE        NASHVILLE     5211 Linbar Drive
TEXAS            HOUSTON       675 Bering Drive
TEXAS            DALLAS        8111 LBJ Freeway
TEXAS            AUSTIN        9420 Research Blvd
TEXAS            SAN ANTONIO   8930 4 Winds Drive
VIRGINIA         RESTON        12347-B Sunrise
WASHINGTON       BELLEVUE      11130 NE 33rd Place
WISCONSIN        WAUKESHA      20725 Watertown



                               SCHEDULE P-1
                           INTERGRAPH CORPORATION
                              PERMITTED LIENS
                           as of November 30, 1996


Secured Party                  Jurisdiction Collateral Description
-------------                  ------------ ----------------------

Amplicon, Inc.                           AL Specific pieces of equipment
                                            pursuant to lease	
Amplicon, Inc.                           AL Specific pieces of equipment
                                            pursuant to Lease Agreement	
Amplicon, Inc.                           AL Specific pieces of equipment
                                            pursuant to Lease Agreement	
Amplicon, Inc.                           AL Specific pieces of equipment
                                            pursuant to Lease Agreement	
Amplicon, Inc.                           AL Specific pieces of equipment
                                            pursuant to Lease Agreement	
Amplicon, Inc.                           AL Specific pieces of equipment	
Amplicon, Inc.                           AL Specific pieces of equipment
                                            pursuant to Lease Agreement	
Amplicon, Inc.                           AL Specific pieces of property and
                                            equipment pursuant to Lease
                                            Agreement
Amplicon, Inc.                           AL Specific pieces of property and
                                            equipment pursuant to Lease
                                            Agreement
Amplicon, Inc.                           AL Specific pieces of leased property
                                            and equipment pursuant to Lease 
                                            Agreement
Amplicon, Inc.                           CA Specific pieces of  leased property
                                            and equipment
Amplicon, Inc.                           CA Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           CA Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           CA Specific pieces of leased equipment
                                            pursuant to Lease Agreement
Amplicon, Inc.                           CO Specific pieces of leased property
                                            and equipment pursuant to lease
Amplicon, Inc.                           CO Specific pieces of equipment
                                            pursuant to Lease Agreement
Amplicon, Inc.                           CO Specific pieces of equipment
                                            pursuant to Lease Agreement
Amplicon, Inc.                           FL Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           FL Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           FL Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           IL Specific pieces of leased equipment
                                            pursuant to the attached Lease
                                            Agreement
Amplicon, Inc.                           MD Leased property and equipment
                                            pursuant to Lease Agreement
Amplicon, Inc.                           MI Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           OH Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           OH Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           OH Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           OH Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           OH Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           OH Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           TX Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           TX Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           TX Specific pieces of leased property
                                            and equipment
Amplicon, Inc.                           VA Specific pieces of leased property
                                            and equipment pursuant to lease
Amplicon, Inc.                           VA Specific pieces of leased property
                                            and equipment pursuant to lease
Amplicon, Inc.                           VA Specific pieces of leased property
                                            and equipment pursuant to lease
Amplicon, Inc.                           VA Specific pieces of leased property
                                            and equipment pursuant to Lease
                                            Agreement
Amplicon, Inc.                           WA Leased property and equipment
Amplicon, Inc.-ASSIGNEE:
 GE Capital 6/27/95 95-06287801          VA Specific pieces of leased property
                                            and equipment and equipment
Amplicon, Inc.-ASSIGNEE:
 GE Capital 6/27/95 95-06287801          VA Specific pieces of leased property
                                            and equipment
Amplicon, Inc.-ASSIGNEE: 
 GE Capital 7/10/95 95-07107393          VA Specific pieces of leased property
                                            and equipment
Amplicon, Inc.-ASSIGNEE:
 GE Capital 8/15/95 95-08157052          VA Specific pieces of leased property 
                                            and equipment
BellSouth Financial Services Corporation AL Specific pieces of equipment
Capital Associates                       MO Specific pieces of equipment per 
                                            Lease Agreement dated 8/24/95
Capital Associates International, Inc.   AL Specific pieces of equipment 
                                            pursuant to Lease Agreement dated
                                            8/24/95
Capital Associates International, Inc.   AL Specific pieces of equipment 
                                            pursuant to Lease Agreement dated
                                            8/24/95
Capital Associates International, Inc.   CA Specific pieces of leased equipment
                                            pursuant to Lease Agreement dated
                                            8/24/95
Capital Associates International, Inc.   CA Specific pieces of leased equipment
                                            per Lease Agreement dated 8/24/95
Capital Associates International, Inc.   CO Specific pieces of equipment
                                            pursuant to Lease Agreement
Capital Associates International, Inc.   CO Specific pieces of equipment 
                                            pursuant to Lease Agreement dated
                                            8/24/95
Capital Associates International, Inc.   MD Specific pieces of equipment per
                                            Lease Agreement dated 8/24/95
Capital Associates International, Inc.   MI Specific pieces of equipment
                                            pursuant to Lease Agreement dated
                                            8/24/95
Capital Associates International, Inc.   MI Specific pieces of equipment
                                            pursuant to Lease Agreement dated
                                            8/24/95


                                SCHEDULE P-1
                           INTERGRAPH CORPORATION
                              PERMITTED LIENS
                           as of November 30, 1996

Secured Party                  Jurisdiction Collateral Description
-------------                  ------------ ----------------------

Capital Associates International, Inc.   NY Specific pieces of equipment
                                            pursuant to Lease Agreement
Capital Associates International, Inc.   TX Specific pieces of equipment
                                            pursuant to Lease Agreement dated
                                            8/24/95
Capital Associates International, Inc.   WA Specific pieces of equipment
                                            pursuant to the Lease Agreement
                                            dated 8/24/95
Capital Associates International, Inc.
 - ASSIGNEE: USL Capital                 VA Specific pieces of equipment
                                            pursuant to lease Agreement dated
                                            8/24/95
Capital Preferred Yield Fund-III LP      FL Specific pieces of equipment per
                                            Lease Agreement dated 8/24/95
Copelco Capital, Inc.                    AL Specific piece of equipment
Copelco Capital, Inc.                    AL Specific pieces of equipment
Copelco Capital, Inc.                    AL Specific pieces of equipment
Copelco Capital, Inc.                    AL Specific pieces of equipment
                                            covered by Lease Agreement
Copelco Capital, Inc.                    AL Specific piece of equipment
Copelco Capital, Inc.                    AL Specific pieces of equipment
Copelco Capital, Inc                     AL Specific piece of equipment
Copelco Capital, Inc.                    AL Specific piece of equipment
Copelco Capital, Inc.                    AL Specific pieces of equipment
Copelco Capital, Inc.                    AL Specific piece of equipment
Copelco Capital, Inc.                    AL Specific pieces of equipment
Copelco Capital, Inc.                    AL Specific piece of equipment
Copelco Capital, Inc.                    AL Specific piece of equipment
Digital Financial Services               AL Specific pieces of equipment
Hewlett-Packard Company	                 AL Specific Hewlett-Packard equipment
                                            pursuant to lease agreement
Hewlett-Packard Company	                 AL Specific pieces of equipment
Hewlett-Packard Company	                 AL Specific pieces of equipment
Hewlett-Packard Company	                 AL Specific pieces of equipment
Hewlett-Packard Company Finance	         CA Specific pieces of Hewlett-packard
                                            equipment pursuant to attached 
                                            equipment schedule
Master Lease Div of Tokai Financial      AL Specific pieces of equipment
Morton International, Dynachem           AL Specific piece of equipment
Morton International, Dynachem           AL Specific piece of equipment
Optrotech, Inc.                          AL Specific piece of equipment
Orbotech, Inc.                           AL Specific pieces of equipment
Sun Microsystems Finance, Inc.           AL Specific pieces of equipment
                                            pursuant to lease
Sun Microsystems Finance, Inc.           CA Specific pieces of equipment
Sun Microsystems Finance, Inc.           FL Specific pieces of equipment per
                                            lease
Sun Microsystems Finance, Inc.           IL Specific pieces of equipment
                                            pursuant to lease
Sun Microsystems Finance, Inc.           KS Specific pieces of equipment per
                                            lease
Sun Microsystems Finance, Inc.           MA Specific AT&T and Audix equipment
Sun Microsystems Finance, Inc.           MA Specific pieces of equipment per
                                            lease
Sun Microsystems Finance, Inc.           MI Specific pieces of equipment 
                                            pursuant to lease
Sun Microsystems Finance, Inc.           NY Specific pieces of equipment
                                            pursuant to lease
Sun Microsystems Finance, Inc.           NY Specific pieces of leased equipment
                                            pursuant to lease	
Sun Microsystems Finance, Inc.           PA Specific pieces of equipment
                                            pursuant to Lease Agreement	
Sun Microsystems Finance, Inc.           PA Lease of specific pieces of 
                                            equipment	
Sun Microsystems Finance, Inc.           TX Specific pieces of equipment per
                                            lease	
Sun Microsystems Finance, Inc.           VA Specific pieces of equipment
                                            pursuant to lease 	
Sun Microsystems Finance, Inc.           VA Specific pieces of leased agreement
Williams Telecommunications 
 Systems, Inc.                           AL Specific pieces of equipment	
			
			
* United National Bank                   FL Blanket	
* This UCC is filed on a company other than the Borrower
			

                        Intergraph Corporation            Schedule P-2 
                      Permitted Other Investments						

                                                       Book
                                        Ownership      Value
                                        Percentage   11/30/96		
                                        ----------  -----------		
				
Bentley Systems, Inc.                     50.00%    $12,116,683
Centric Engineering Systems                4.60%              0 (1)
Dover Systems Corp.                       37.00%              0 (1)
Loxley Intergraph Co. LTD                 10.00%        119,048
NeoVista Solutions, Inc.                   0.11%              0 (1)
Transcend                                   (2)           1,000
TRIFID Corporation                        17.98%        109,324
Versant Object Technology Corp.            4.50%      7,640,731 (3)
Waferscale                                 3.50%              0 (1)
SunPro, Inc. Convertible Note             10.00%        400,000 (4)
                                                    -----------
                                                    $20,386,786
                                                    ===========


(1)  The Company has written off the carrying value of these investments.				
(2)  The Company has warrants to purchase 50,000 shares of Transcend stock
     at an exercise price of $.10 per share.
(3)  Investment is marked-to-market at the end of each month in accordance 
     with GAAP.  Represents market value at November 30, 1996 on this public
     company.
(4)  Transaction to be executed and delivered on December 31, 1996.


       SCHEDULE "R-1" ATTACHED TO AND MADE A PART OF THAT
              CERTAIN LOAN AND SECURITY AGREEMENT
                 DATED AS OF DECEMBER 20, 1996

                            TRACT I
                            -------
                           (Foothill)

All  that  part of Sections 21, 27, 28 and 33, Township 4  South,
Range 2 West of the Huntsville Meridian, Madison County, Alabama.

Particularly described as beginning at a concrete monument at the
center  of  the  East boundary of Section 21, Township  4  South,
Range  2 West; thence from the point of true beginning, South  01
degrees  24  minutes 39 seconds West 2657.77 feet to  a  concrete
monument at the Southeast corner of said Section 21; thence South
01  degree 31 minutes 20 seconds West, 1204.68 feet to a concrete
monument;   thence South 88 degrees 46 minutes 04  seconds  East,
1259.91  feet to a concrete monument; thence South 18 degrees  56
minutes  51  seconds  East, 140.57 feet to a  concrete  monument;
thence South 88 degrees 25 minutes 56 seconds East, 2.83 feet  to
a  concrete  monument at the Northeast corner  of  the  Southwest
Quarter of the Northwest Quarter of Section 27, Township 4 South,
Range  2  West;  thence along the East boundary of said  Quarter-
Quarter  Section,  South 01 degrees 51 minutes 00  seconds  West,
1329.29  feet to a concrete monument at the Southeast  corner  of
the  Southwest Quarter of the Northwest Quarter of  said  Section
27;  thence  along the Quarter-Section line, South 88 degrees  24
minutes  49 seconds East, 2132.29 feet to a concrete monument  at
the  Northwest corner of a Huntsville Utilities lot; thence along
the  west  boundary of said lot, South 01 degrees 35  minutes  11
seconds West, 250.00 feet to a concrete monument; thence South 88
degrees  24  minutes 49 seconds East, 230.00 feet to  a  concrete
monument;  thence  North 1 degrees 35 minutes  11  seconds  East,
250.00  feet to a concrete monument on the Quarter Section  line;
thence  along  the  Quarter-Section line,  South  88  degrees  24
minutes  49 seconds East, 1515.51 feet to a concrete monument  on
the  Westerly  margin of Zierdt Road; thence along  the  westerly
margin  of  Zierdt Road, South 02 degrees 17 minutes  01  seconds
West, 1760.18 feet to a concrete monument at the Northeast corner
of  the  University of Alabama-Huntsville Property; thence  along
the  North boundary of said property, North 88 degrees 19 minutes
37  seconds  West,  1901.00 feet to a concrete  monument;  thence
South  02  degrees 17 minutes 01 seconds West, 900.00 feet  to  a
concrete monument on the South boundary of Section 27, Township 4
South,  Range  2  West; thence along the South boundary  of  said
Section  27, North 88 degrees 19 minutes 37 seconds West, 3245.75
feet to an unmonumented Southwest corner of Section 27, Southeast
corner  Section 28, Northeast Corner of Section 33 and  Northwest
corner  of  Section  34 all in Township 4 South,  Range  2  West;
thence  along  the  Easterly boundary of  Section  33,  South  03
degrees  31  minutes 04 seconds West 1330.88 feet to  a  concrete
monument  at  the center of the Easterly boundary of Section  33,
South  03  degrees 31 minutes 04 seconds West 1330.88 feet  to  a
concrete  monument  at  the center of the East  boundary  of  the
Northeast Quarter of said Section 33, Township 4 South,  Range  2
West;  thence along the South boundary of the North  one-half  of
the  Northeast Quarter of Section 33, North 88 degrees 52 minutes
27  seconds  West,  2121.77 feet to a concrete  monument;  thence
North  2  degrees  15 minutes 55 seconds East, 79.92  feet  to  a
concrete monument; thence North 85 degrees 29 minutes 04  seconds
West,  550.00 feet to a concrete monument on the Westerly  margin
of  Old Jim Williams Road; thence North 02 degrees 15 minutes  55
seconds East 614.78 feet to a point; thence continuing along  the
Westerly margin of said road, around a curve to the left, with  a
radius  of 846.72 feet and a chord bearing and distance of  North
05  degrees 10 minutes 18 seconds East, 219.21 feet to a concrete
monument on the North-South Quarter Section line of said  Section
33;  thence  along the Quarter-Section line, North 02 degrees  23
minutes  03  seconds East, 383.29 feet to a concrete monument  at
the  center of the North boundary of Section 33; thence along the
North boundary of said Section 33, South 88 degrees 54 minutes 24
seconds  East, 2728.16 feet to the unmonumented Northeast  corner
of  Section 33, Northwest corner of Section 34, Southeast  corner
of Section 28 and the Southwest corner of Section 27; thence from
the  Southwest corner of Section 27, North 01 degrees 31  minutes
20  seconds  East,  2652.19 feet to a concrete  monument  at  the
center  of  the  East boundary of Section 28;  thence  along  the
Quarter  Section  line of said Section 28, North  88  degrees  53
minutes 06 seconds West 970.05 feet to a concrete monument at the
Southeast corner of a Huntsville Utilities Lot; thence along  the
East  boundary  of  said  lot, North 01 degrees  47   minutes  39
seconds  East 225.00 feet to a concrete monument at the Northeast
corner  of  said  lot;  thence along the North  boundary  of  the
Huntsville Utilities lot, North 88 degrees 53 minutes 06  seconds
West,  387.22  feet  to a concrete monument  on  the  North-South
Quarter-Quarter Section line; thence North 01 degrees 47  minutes
39  seconds East, along said Quarter-Quarter Section line, 803.83
feet to a concrete monument at the

                      TRACT I (Continued)
                      -------------------
                           (Foothill)

intersection  of  said  Quarter-Quarter  Section  line  with  the
centerline  of  Dunlop  Boulevard;  thence  continuing  North  01
degrees  47  minutes  39 seconds East along said  Quarter-Quarter
line  60.00  feet to a concrete monument on the North  margin  of
Dunlop  Boulevard;  thence  along  the  North  margin  of  Dunlop
Boulevard,  North  89 degrees 01 minutes 20 seconds  West,  10.00
feet  to a concrete monument at the intersection of the Northerly
margin  of  Dunlop  Boulevard with the  Easterly  margin  of  the
Southern  Railway Systems Right-of-way; thence along the Easterly
margin  of said railway right-of-way, North 01 degrees 47 minutes
39  seconds  East,  1569.13 feet to an iron stake  on  the  South
boundary  of  Section  21; thence along said  boundary  North  88
degrees  54 minutes 55 seconds West, 1.00 feet to an iron  stake;
thence North 43 degrees 33 minutes 26 seconds West, 5.62 feet  to
an  iron  stake;  thence North 01 degrees 53 minutes  36  seconds
East, 39.65 feet to an iron stake and the P.C. of a curve to  the
left; thence around said curve with a radius of 1180.00 feet  and
a  chord  bearing and distance of North 12 degrees 25 minutes  34
seconds  West,  583.27  feet to an iron stake  at  the  point  of
tangency;  thence  North 26 degrees 43 minutes 33  seconds  West,
1927.34  feet to a concrete monument at the intersection  of  the
Easterly  margin  of the Southern Railway right-of-way  with  the
Southerly  margin of Lime Quarry Road right-of-way; thence  along
the  Southerly margin of said road right-of-way North 64  degrees
04  minutes 39 seconds East, 447.53 feet to a concrete  monument;
thence  continuing along said right-of-way, North 83  degrees  24
minutes  23  seconds  East, 219.35 feet to a  concrete  monument;
thence  continuing along said right-of-way, South 87  degrees  57
minutes  53  seconds  East, 248.49 feet to a  concrete  monument;
thence  continuing along said right-of-way, North 51  degrees  55
minutes  25  seconds  East, 130.76 feet to a  concrete  monument;
thence North 02 degrees 02 minutes 07 seconds East, 50.00 feet to
a  concrete  monument on the East-West Quarter  Section  line  of
Section  21,  Township 4 South, Range 2 West, and the termination
of  Lime  Quarry Road Right-of-way; thence South  88  degrees  08
minutes 47 seconds East, along said Quarter Section line, 1442.99
feet to the point of true beginning and containing 591.495 acres,
more or less.
                           TRACT II:
                           ---------
                          (Foothill)

All  that part of the South one-half of Section 21 and the  North
one-half  of  Section 28, Township 4 South, Range 2 West  of  the
Huntsville Meridian, Madison County, Alabama.

Particularly described as beginning at a concrete monument at the
intersection of the Southerly margin of Lime Quarry Road with the
Westerly  margin  of  the Southern Railway Systems  right-of-way;
said  point of true beginning is further described as being North
88  degrees  08  minutes 47 seconds West 1442.99 feet,  South  02
degrees  02 minutes 07 seconds West, 50.00 feet, South 51 degrees
55  minutes  25  seconds West, 130.76 feet, North 87  degrees  57
minutes 53 seconds West, 248.49 feet, South 83 degrees 24 minutes
23  seconds West, 219.35 feet and South 64 degrees 04 minutes  39
seconds West, 517.53 feet from the center of the East boundary of
Section 21, Township 4 South, Range 2 West; thence from the point
of  true beginning, South 26 degrees 43 minutes 33 seconds  East,
along  the  Westerly margin of the Southern Railway right-of-way,
1928.33  feet  to an iron stake at the P.C. of  a  curve  to  the
right;  thence around said curve to the right, with a  radius  of
1110.00 feet and a chord bearing and distance of South 12 degrees
25  minutes 34 seconds East, 548.67 feet to an iron stake at  the
point  of tangency; thence South 01 degrees 53 minutes 36 seconds
West,  44.63 feet to an iron stake on the South boundary line  of
Section 21; thence along said boundary line, North 88 degrees  54
minutes 55 seconds West, 5.00 feet to an iron stake; thence South
01  degrees 47 minutes 39 seconds West, along the westerly margin
of  the Southern Railway right-of-way, 1569.27 feet to a concrete
monument  at  the  intersection of the  North  margin  of  Dunlop
Boulevard  with the West margin of the Southern Railway right-of-
way; thence along the North margin of Dunlop Boulevard, North  89
degrees  01  minutes 20 seconds West, 1455.77 feet to a  concrete
monument;  thence  North 02 degrees 14 minutes 47  seconds  East,
402.10  feet to a concrete monument; thence North 88  degrees  56
minutes  13  seconds  West, 436.00 feet to a  concrete  monument;
thence  North 02 degrees 14 minutes 47 seconds East, 400.00  feet
to a concrete monument on the South margin of Cochran Road Right-
of-way;  thence  along the South margin of said  road,  South  88
degrees  56  minutes 13 seconds East, 633.47 feet to  a  concrete
monument;  thence  North 01 degrees 03 minutes 47  seconds  East,
70.00  feet to a concrete monument on the North margin of Cochran
Road;  thence continuing North 01 degrees 03 minutes  47  seconds
East 699.86 feet to a concrete monument on the South boundary  of
Section  21; thence along the South boundary of said Section  21,
North  88  degrees 56 minutes 13 seconds West, 425.00 feet  to  a
concrete monument; thence South 01 degrees 03 minutes 47  seconds
West,  699.86 feet to a concrete monument on the North margin  of
Cochran  Road;  thence along the North margin  of  Cochran  Road,
North  88  degrees 56 minutes 13 seconds West, 986.53 feet  to  a
concrete monument ; thence North 02 degrees 14 minutes 45 seconds
East,  175.08 feet to a concrete monument at the P.C. of a  curve
to the right; thence around said curve to the right with a radius
of  503.295  feet and a chord bearing and distance  of  North  34
degrees  27  minutes 28 seconds East, 536.60 feet to  a  concrete
monument  at  the P.T. of the curve; thence North 02  degrees  14
minutes 46 seconds East, 76.81 feet to a concrete monument on the
South boundary of Section 21; thence along the South boundary  of
said  Section  21, North 88 degrees 56 minutes 13  seconds  West,
1434.36  feet to a concrete monument at the intersection  of  the
South  boundary of Section 21 with the East margin of  the  Wall-
Triana  East Bound Ramp - Right-of-Way to Interstate  Highway  I-
565;  thence  along said right-of-way line, North 00  degrees  48
minutes  05  seconds  East, 687.98 feet to a  concrete  monument;
thence  continuing along said ramp right-of-way, North 46 degrees
22  minutes 04 seconds East, 1198.33 feet to a concrete  monument
on  the Southerly right-of-way of I-565; thence continuing  along
said I-565 southerly right-of-way, North 65 degrees 14 minutes 22
seconds  East,  1050.10  feet  to  a  concrete  monument;  thence
continuing  along  said right-of-way line, North  64  degrees  27
minutes  16  seconds  East, 113.00 feet to a  concrete  monument;
thence  continuing along said right-of-way South  30  degrees  04
minutes  26  seconds  East 244.93 feet to  a  concrete  monument;
thence  continuing along said right-of-way, North 32  degrees  00
minutes  09  seconds  East, 80.99 feet to  a  concrete  monument;
thence  continuing along said right-of-way, North 55  degrees  22
minutes  38  seconds  East, 28.53 feet to  a  concrete  monument;
thence  continuing along said right-of-way, North 30  degrees  04
minutes  26  seconds  West, 196.83 feet to a  concrete  monument;
thence  continuing along said right-of-way, North 64  degrees  27
minutes  16  seconds East, 810.29 feet to a concrete monument  at
the   intersection  of  I-565  southerly  right-of-way  with  the
Westerly margin of Southern Railway Systems Right-of-way;  thence
along  the  Westerly margin of the Southern Railway  right-of-way
around a curve to the left, with a radius of 1467.692 feet and  a
chord  bearing  and distance of South 23 degrees  41  minutes  00
seconds  East, 155.50 feet to a concrete monument;  thence  along
said railway right-of-way, South 26 degrees 43 minutes 33 seconds
East, 24.69 feet to the point of beginning and containing 208.150
acres, more or less.
                      TRACT II (Continued)
                      --------------------
                           (Foothill)

LESS  AND  EXCEPT that certain property located in the  Southwest
Quarter  of  Section 21, Township 4 South, Range 2 West,  Madison
County, Alabama more particularly described as follows:

Commencing  at a point that is South 87 degrees 30  minutes  West
146.17  feet;  thence North 2 degrees 47 minutes 20 seconds  West
688.41  feet; thence North 42 degrees 46 minutes 39 seconds  East
1,198.30  feet  and North 61 degrees 38 minutes 54  seconds  East
153.58  feet from the Southwest corner of Section 21, Township  4
South,  Range  2  West,  said  point  being  the  true  point  of
beginning;

thence  from  the  point of true beginning North  61  degrees  38
minutes  54 seconds East 216.26 feet to a point; thence South  01
degree  33 minutes 06 seconds East 98.12 feet to a point;  thence
South  88 degrees 37 minutes 54 seconds West 193.03 feet  to  the
point of beginning.

PROVIDED, HOWEVER, THAT WITH RESPECT TO THE PARCELS OF  TRACT  II
DESCRIBED BELOW THE INTEREST OF THE MORTGAGOR IS AS LESSEE  UNDER
THE  FOLLOWING DESCRIBED LEASES AND WITH RESPECT TO THE  PROPERTY
DESCRIBED  BELOW  FOR EACH SUCH LEASE, AND WITH RESPECT  TO  SUCH
PROPERTIES THE MORTGAGE SHALL BE A LEASEHOLD MORTGAGE:

1.   INTERGRAPH  CORPORATION'S  RIGHTS  UNDER  THAT  CERTAIN
     LEASE  AGREEMENT  BETWEEN  THE  INDUSTRIAL  DEVELOPMENT
     BOARD OF THE CITY OF MADISON, INC. AND SCHAEFER-ALABAMA
     CORPORATION  DATED JUNE 12, 1973 AND RECORDED  IN  DEED
     BOOK 479, PAGE 19, JUDGE OF PROBATE, AND AS ASSIGNED TO
     WELBILT   CORPORATION   PURSUANT   TO   MEMORANDUM   OF
     ASSIGNMENT OF LESSEE'S INTEREST IN LEASE DATED  OCTOBER
     21, 1982 AND RECORDED IN DEED BOOK 607, PAGE 37, AND AS
     ASSIGNED  TO  INTERGRAPH CORPORATION PURSUANT  TO  THAT
     CERTAIN   ASSIGNMENT  OF  ASSUMPTION  OF  LEASE   DATED
     NOVEMBER 1, 1983, RECORDED IN DEED BOOK 624, PAGE  113,
     IN  THE OFFICE OF THE JUDGE OF PROBATE, MADISON COUNTY,
     ALABAMA  AND  COVERING  THE  FOLLOWING  DESCRIBED  REAL
     PROPERTY:

     All  that  part  of the South one-half of  Section  21,
     Township  4  South,  Range 2  West  of  the  Huntsville
     Meridian,   Madison   County,  Alabama.    Particularly
     described  as beginning at a concrete monument  on  the
     East  margin  of  the Madison-Triana Road  and  at  the
     Northwest  corner  of  the U.S.  Corrugated  Fibre  Box
     Company  site, said point of true beginning is  further
     described  as  being North 87 degrees 30 minutes  east,
     50.0  feet  from  the Southwest corner of  Section  21,
     Township 4 South, Range 2 west.  Thence from the  point
     of true beginning, along the East margin of the Madison-
     Triana  Road,  North 01 degrees 22 minutes  06  seconds
     West  900  feet to a point; thence North 87 degrees  30
     minutes East, 2418.17 feet to a point in the center  of
     a drainage ditch; thence South 01 degrees 15 minutes 57
     seconds East 950.34 feet to a concrete monument in  the
     center  of  said  drainage ditch and on  the  projected
     North boundary of the U.S. Corrugated Fibre Box Company
     site;  thence South 87 degrees 30 minutes  West,  along
     the   projected  and  North  boundary  of   said   U.S.
     Corrugated Fibre Box Company site 2741.67 feet  to  the
     point  of  true beginning and containing  53.29  acres,
     more or less.

AND ALSO
--------

2.   INTERGRAPH  CORPORATION'S  RIGHTS  UNDER  THAT  CERTAIN
     LEASE  AGREEMENT  BETWEEN  THE  INDUSTRIAL  DEVELOPMENT
     BOARD   OF   THE  CITY  OF  HUNTSVILLE  AND  INTERGRAPH
     CORPORATION DATED AS OF MAY 1, 1983 AND AS OF RECORD IN
     DEED BOOK 616, PAGE 809, IN THE OFFICE OF THE JUDGE  OF
     PROBATE  OF  MADISON COUNTY, ALABAMA AND  COVERING  THE
     FOLLOWING DESCRIBED PROPERTY:

                      TRACT II (Continued)
                      --------------------
                           (Foothill)

2.  (Continued)

     All  that part of the northeast quarter of Section  28,
     Township  4  South,  Range 2  West  of  the  Huntsville
     Meridian, Madison County, Alabama.

     Particularly described as beginning at an iron stake at
     the  northwest  corner of the tract  herein  described;
     said  point  of true beginning is further described  as
     being  North  87 degrees 30 minutes East, 2691.67  feet
     from  the  Northwest corner of Section 28,  Township  4
     South,  Range  2 West.  Thence from the point  of  true
     beginning North 87 degrees 30 minutes 52 seconds  East,
     1261.66 feet to an iron stake on the west margin of the
     80.00   foot  Southern  Railway  Company  Right-of-Way;
     thence along the margin of said Right-of-way, South  01
     degree 48 minutes 36 seconds East, 1569.25 feet  to  an
     iron stake on the north margin of the 120.00 foot Right-
     of-Way  for  Dunlop Boulevard; thence along  the  north
     margin  of  said  Right-of-way,  South  87  degrees  24
     minutes  30 seconds West 444.86 feet to an iron  stake;
     thence  North  2  degrees 35 minutes 30  seconds  West,
     100.00  feet to the P.C. of a curve to the left; thence
     around said curve, having a radius of 672.63 feet, with
     a  chord  bearing and distance of North 25  degrees  33
     minutes  59  seconds West, 525.09 feet to the  P.T.  of
     said  curve;  thence  North 48 degrees  32  minutes  27
     seconds West, 27.03 feet to the P.C. of a curve to  the
     left;  thence  around said curve, having  a  radius  of
     708.29 feet, with a chord bearing and distance of North
     70  degrees 31 minutes 14 seconds West, 530.19 feet  to
     the  P.T.  of  said curve; thence South 87  degrees  30
     minutes West, 80.77 feet to a point on the south margin
     of the 70.00 foot Right-of-Way for Cochran Road; thence
     North 2 degrees 30 minutes West, 70.00 feet to an  iron
     stake  on  the  north  margin of the  Right-of-way  for
     Cochran  Road  and the southeast corner of  the  Harris
     Pine Mills property; thence along the east boundary  of
     said Harris Pine Mills site, North 2 degrees 30 minutes
     West,  699.85  feet to the point of true beginning  and
     containing 33.00 acres, more or less.

     TOGETHER WITH:

     All  that part of the northeast quarter of Section  28,
     Township  4  South,  Range 2  West  of  the  Huntsville
     Meridian, Madison County, Alabama.

     Particularly described as beginning at an iron stake on
     the  east  margin  of the 80.00 foot  Southern  Railway
     Company  Right-of-way; said point of true beginning  is
     further  described as being North 87 degrees 30 minutes
     East, 4033.33 feet from the northwest corner of Section
     28, Township 4 South, Range 2 West.

     Thence  from  the  point  of true  beginning  North  87
     degrees  30 minutes 52 seconds East, 10.00  feet  to  a
     concrete  monument at the center of the north  boundary
     of  the  northeast quarter of Section  28,  Township  4
     South,  Range  2 West; thence along the quarter-quarter
     section  line,  South 01 degree 48 minutes  36  seconds
     East, 1569.08 feet to an iron stake on the north margin
     of  the  120.00 foot Right-of-way for Dunlop Boulevard;
     thence  along  the  north margin of  said  Right-of-way
     South 87 degrees 24 minutes 30 seconds West, 10.00 feet
     to  an iron stake on the east margin of the 80.00  foot
     Southern  Railroad Company Right-of-way;  thence  along
     the  east margin of said Right-of-way, North 01 degrees
     48  minutes 36 seconds West, 1569.10 feet to the  point
     of  true  beginning and containing 0.36 acres  more  or
     less.




                           TRACT III:
                           ----------
                           (Foothill)

INTERGRAPH   CORPORATION'S  RIGHTS  UNDER  THAT   CERTAIN   LEASE
AGREEMENT BETWEEN THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
HUNTSVILLE  AND  THE H. D. LEE COMPANY, INC. DATED  SEPTEMBER  1,
1973  AND  RECORDED IN DEED BOOK 484, PAGE 437, JUDGE OF PROBATE,
AND AS ASSIGNED FROM THE H.D.LEE COMPANY, INC. TO THE LEE APPAREL
COMPANY,  INC. DATED FEBRUARY 14, 1983 AND RECORDED  IN  MORTGAGE
BOOK  1459, PAGE 264, JUDGE OF PROBATE, AND ASSIGNED AND  ASSUMED
BY   INTERGRAPH  CORPORATION  BY  THAT  CERTAIN  ASSIGNMENT   AND
ASSUMPTION  OF  LEASE  DATED NOVEMBER 14, 1986  AND  RECORDED  IN
MORTGAGE  BOOK 1459, PAGE 267, JUDGE OF PROBATE AND COVERING  THE
FOLLOWING DESCRIBED REAL PROPERTY:

All that part of the Southwest Quarter of Section 28, Township  4
South,  Range 2 West of the Huntsville Meridian, Madison  County,
Alabama.

Particularly described as beginning at a concrete monument at the
intersection  of the North margin of the 70.00 foot  right-of-way
for  the old Jim Williams Road, with the Easterly margin  of  the
right-of-way  for  Martin Road; said point of true  beginning  is
described  as being North 02 degrees 15 minutes 24 seconds  East,
70.03 feet and North 86 degrees 01 minutes 06 seconds East, 47.15
feet  from the Southwest corner of Section 28, Township 4  South,
Range 2 West;  thence from the point of true beginning, along the
Easterly  margin  of  Martin Road around a curve  to  the  right,
having  a radius of 2980.71 feet and a chord bearing and distance
of North 00 degrees 19 minutes 42 seconds West, 268.82 feet to  a
concrete  monument  at the P.T. of the curve;  thence  continuing
along  the  Easterly margin of Martin Road, North 02  degrees  15
minutes  24  seconds East, 412.83 feet to a concrete monument  at
the  intersection of the Easterly margin of said Martin Road with
the Southerly margin of Kellner Road; thence along said Southerly
margin  of  Kellner Road, North 48 degrees 02 minutes 50  seconds
East, 132.49 feet to a concrete monument on the South margin of a
120.00  foot  right-of-way  for Kellner  Road;  thence  South  89
degrees  10  minutes 36 seconds East, along the South  margin  of
Kellner  Road; 1070.20 feet to a concrete monument; thence  South
25  degrees 34 minutes 36 seconds East, 884.12 feet to a concrete
monument  on  the North margin of Old Jim Williams  Road;  thence
along the North margin of Old Jim Williams Road, North 89 degrees
05  minutes 25 seconds West, 1013.28 feet to a  concrete monument
at  the P.C. of a curve to the right; thence continuing along the
North  margin of Old Jim Williams Road, around said curve to  the
right,  having a radius of 2931.22 feet and a chord  bearing  and
distance  of North 86 degrees 46 minutes 31 seconds West,  236.97
feet  to  a  concrete monument at the point of a  reverse  curve;
thence  continuing along the North margin of said road, around  a
curve  to the left, having a radius of 2777.05 feet, and a  chord
bearing  and distance of North 86 degrees 57 minutes  43  seconds
West,  242.83  feet to a concrete monument at  the  P.T.  of  the
curve;  thence  continuing along the North margin of  said  road,
North  89 degrees 28 minutes 22 seconds West, 72.80 feet  to  the
point  of  true  beginning and containing 24.629 acres,  more  or
less.




                           TRACT IV:
                           ---------
                           (Foothill)

All that part of Madison Industrial Park as recorded in Plat Book
6,  Page  21,  Probate  Records of Madison County,  Alabama,  and
further  described  as being a part of the Southwest  Quarter  of
Section  15,  Township 4 South, Range 2 West  of  the  Huntsville
Meridian, Madison County, Alabama.

Particularly described as beginning at a concrete monument on the
Easterly  boundary  of Research Boulevard;  said  point  of  true
beginning  is  further described as being  North  01  degrees  57
minutes  26  seconds East, 1538.11 feet and South 64  degrees  35
minutes 25 seconds West, 955.28 feet from the Southeast corner of
the  Southwest Quarter of Section 15, Township 4 South,  Range  2
West;  thence from the point of true beginning  North 25  degrees
24 minutes 35 seconds West, 300.00 feet to a concrete monument at
the intersection of a ninety degree corner of Research Boulevard;
thence  along  the  Southerly margin of said Boulevard  North  64
degrees  35  minutes 25 seconds East, 561.92 feet to  a  concrete
monument  at the P.C. of a curve to the left; thence around  said
curve  to  the  left with a radius of 160.00  feet  and  a  chord
bearing  and distance of 18.92 feet to a concrete monument  at  a
point on the curve; thence continuing around said curve and along
the  Easterly  margin of Research Boulevard,  with  a  radius  of
160.00  feet and a chord bearing and distance of North 29 degrees
52 minutes 50 seconds East, 149.86 feet to a concrete monument at
the  P.T.  of  the curve; thence South 88 degrees 02  minutes  34
seconds East, 164.01 feet to a concrete monument; thence South 01
degrees  57  minutes 26 seconds West, 181.36 feet to  a  concrete
monument;  thence  South 64 degrees 35 minutes 25  seconds  West,
185.49  feet to a concrete monument; thence South 25  degrees  24
minutes  35  seconds  East, 150.01 feet to a  concrete  monument;
thence  South 64 degrees 35 minutes 25 seconds West, 580.80  feet
to  the  point  of beginning and containing 5.00 acres,  more  or
less.

                            TRACT V:
                            --------
                           (Foothill)

INTERGRAPH   CORPORATION'S  RIGHTS  UNDER  THAT   CERTAIN   LEASE
AGREEMENT BETWEEN THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
MADISON, INC. AND INTERGRAPH CORPORATION DATED AS OF SEPTEMBER 1,
1982 AND AS OF RECORD IN DEED BOOK 609, PAGE 636 OF THE JUDGE  OF
PROBATE AND COVERING THE FOLLOWING DESCRIBED REAL PROPERTY:

All that part of Madison Industrial Park as recorded in Plat Book
6,  Page  21,  Probate  Records of Madison County,  Alabama,  and
further  described  as being a part of the Southwest  Quarter  of
Section  15,  Township 4 South, Range 2 West  of  the  Huntsville
Meridian, Madison County, Alabama.

Particularly described as beginning at a concrete monument on the
Westerly  Boundary  of Research Boulevard;  said  point  of  true
beginning  is  further described as being  North  01  degrees  57
minutes  26  seconds East 1765.79 feet and North  88  degrees  02
minutes  34  seconds West, 460.80 feet to a concrete monument  at
the P.C. of a curve on the Westerly margin of Research Boulevard;
thence  along  the  Westerly margin of said Boulevard,  around  a
curve to the right, with a radius of 90.00 feet and chord bearing
and  distance  of  South 33 degrees 16 minutes 33  seconds  West,
103.95  feet  to a concrete monument at the P.T.  of  the  curve;
thence   continuing  along  the  Northerly  margin  of   Research
Boulevard,  South 64 degrees 35 minutes 25 seconds  West,  741.94
feet  to a concrete monument at the P.C. of a curve to the right;
thence around said curve to the right with a radius of 25.00 feet
and  a  chord bearing and distance of North 70 degrees 24 minutes
06 seconds West, 35.36 feet to a concrete monument at the P.T. of
the  curve;  thence North 25 degrees 24 minutes 38 seconds  West,
123.48 feet to a concrete monument at the P.C. of a curve to  the
right;  thence  around  said curve to the right,  and  continuing
along the Easterly margin of Research Boulevard with a radius  of
176.84  feet and a chord bearing and distance of North 11 degrees
49  minutes 25 seconds West, 83.11 feet to a concrete monument at
the  P.T.  of  the  curve; thence continuing along  the  Easterly
margin  of  Research Boulevard, North 01 degrees  45  minutes  35
seconds East, 584.53 feet to a concrete monument at the P.C. of a
curve to the right; thence around said curve to the right, with a
radius  of 100.00 feet and a chord bearing and distance of  North
46  degrees 46 minutes 03 seconds East, 141.44 feet to a concrete
monument  at  the P.T. of the curve; thence South 88  degrees  13
minutes  34 seconds East, along the Southerly margin of  Research
Boulevard, 625.21 feet to a concrete monument at the  P.C.  of  a
curve to the right; thence around said curve to the right, with a
radius  of 100.00 feet and a chord bearing and distance of  South
43  degrees 08 minutes 06 seconds East, 141.65 feet to a concrete
monument  at  the  P.T. of the curve; thence along  the  Westerly
margin  of Research Drive, South 01 degrees 57 minutes 26 seconds
East, 358.11 feet to the point of beginning and containing 13.495
acres, more or less.


                              Schedule R-1
                                    
                                    
--------------------------------------------------------------------------
FACILITY   ADDRESS   CITY       COUNTY  STATE    FOOTHILL  NAME   AMOUNT
--------   -------   ----       ------  -----    --------  ----   ------
NAME                                    AND ZIP  LEIN      OF     OF PRIOR
----                                    -------  ----      --     --------
                                        CODE     POSITION  PRIOR  LIEN
                                        ----     --------  -----  ----
                                                           LIENOR
                                                           ------
--------------------------------------------------------------------------
Huntsville One       Huntsville Madison Alabama  First     n/a    n/a
Campus     Madison   
           Industrial
           Park
--------------------------------------------------------------------------

--------------------------------------------------------------------------     

<TABLE>

                                  Schedule 5.8
                                        
                                    Shares of
             Intergraph Corporation Direct and Indirect Subsidiaries

<CAPTION>
Owner       Issuer      Number   Class     Cert.   Former      Owner's Juris-    Total         Borrower's    Composition of 
                        of                 #       Name,       Percen  diction   Assets        Investment    Subsidiaries' Assets
                        Shares                     if any      tage    of        at            in Subsidiary
                                                   in          Owner-  Organi-   11/30/96                                          
                                                   which       ship of zation                                     Securities Other
                                                   Certif-     Total                                              of Other   Operat-
                                                   icate       Issued                                        For- Subs of    ing
                                                   Issued      & Out-                                        eign Borrower   Assets
                                                               standing                                            
                                                               Shares
<S>         <C>         <C>       <C>      <C>     <C>         <C>     <C>       <C>           <C>           <C> 
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  1,000     Common   1                   100%    Delaware  $152,662,063  $152,654,468       X(*)
Corporation Delaware,
            Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  M&S         1,000     Common   6                   100%    Delaware  $191,584,960  $25,120,978        X 
Corporation Computing 
            Invest-
            ments,Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  InterCAP    1,000     Common   3                   100%    Delaware  $5,510,749    $4,769,769                    X  
Corporation Graphics
            Systems,
            Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Bestinfo,   1,000     Common   C19                 100%    Delaware  $971,114      ($17,317,649)                 X    
Corporation Inc. 
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Scansys-    1,000     Common   1                   100%    Delaware  Inactive      Inactive           Inactive
Corporation tems,                                         
Inc.        Inc.
-----------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  1,000     Common   1                   100%    Delaware  $1,232,000    ($1,123,000)       X
Corporation Asia                          
            Pacific, Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Veribest,   1,000     Common   1       Intergraph  100%    Delaware  $5,836,816    ($3,960,182)                  X
Corporation Inc, **                                Electronics
                                                   Holdings,
                                                   Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  1,000     Common   1                   100%     Delaware $3,148,599  $605,780                        X 
Corporation Services
            Company,
            Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  3,000     Common   1                   100%     Delaware $30,212,000  $30,212,000                X(*)
Delaware,   DISC,Inc.
Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  1,000     Common   2                   100%     Delaware Inactive     Inactive      Inactive
Corporation DC
            Corporation-
            Subsidiary 3
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  N/A       N/A      N/A                 90%      Delaware $29,165,000  $23,892,000   X
Corporation European                                                    LLC
            Manufact-
            uring,
            LLC
------------------------------------------------------------------------------------------------------------------------------------
M&S         Intergraph  N/A       N/A      N/A                 10%      Delaware Included     Include      Included in IEM, LLC
Computing   European                                                    LLC      in IEM,      in IEM,      above  
Investments,Manufact-                                                            LLC above    LLC above        
Inc.        uring
            LLC
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  N/A       N/A      N/A                 95%      Delaware $15,197,000   $4,233,000   X
Corporation (Middle                                                     LLC           
            East),
            LLC
------------------------------------------------------------------------------------------------------------------------------------
M&S         Intergraph  N/A       N/A      N/A                 5%       Delaware Included      Included     Included in IME, LLC
Computing   (Middle                                                     LLC      in            in           above
Investments,East), LLC                                                           IME, LLC      IME, LLC
Inc.                                                                             above         above
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  N/A       N/A      N/A                 5%       Delaware $10,063,000   $(2,239,000) X
Corporation (Italia),                                                   LLC 
            LLC
------------------------------------------------------------------------------------------------------------------------------------
M&S         Intergraph  N/A       N/A      N/A                 79%      Delaware Included      Included     Included in IA, LLC
Computing   (Italia),                                                   LLC      in            in           above
Investments,LLC                                                                  IA, LLC       IA, LLC
Inc.                                                                             above         above
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  N/A       N/A      N/A                 16%      Delaware Included      Included     Included in IA, LLC
DC          (Italia),                                                   LLC      in IA, LLC    in  IA, LLC  above
Corporation LLC                                                                  above         above
- Subsidiary
3
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  1,000     Common   1                   100%    Delaware  Inactive      Inactive     Inactive
Corportion  DC
            Corporation-
            Subsidiary
            8
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  INTS, LLC   N/A       N/A      N/A     Intergraph  95%     Delaware  Inactive      Inactive     Inactive
Corporation                                        Technical
                                                   Services,
                                                   LLC
------------------------------------------------------------------------------------------------------------------------------------
M&S         INTS, LLC   N/A       N/A      N/A     Intergraph  5%      Delaware                                 
Computing                                          Technical
Investments,                                       Services,
Inc.                                               LLC
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  1,000     Common   1                   100%    Delaware  Inactive      Inactive     Inactive
Corporation Vietnam,
            Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Inter-      1,000     Common   1                   100%    Delaware  $0            $0           Operational in Q1 1997
Corporation national
            Public
            Safety,
            Inc. **
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  100       Common   1                   100%    Delaware  $441,000      ($151,000)   X
Corporation China, Inc.
------------------------------------------------------------------------------------------------------------------------------------
M&S         Worldwide   1,000     Common   1       Intergraph  100%    Delaware  $518,334      $800,085                        X 
Computing   Services,                              Europe,          
Investments,Inc.                                   Inc.
Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  1,000     Common   1                   100%    Delaware  $2,687,000    ($86,000)    X
Corporation Express,
            Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  25,000    Class A  AC-20               100%    Canada                  
Corporation Canada                Voting
            Ltd.                  Common
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  739,051   Class B  BC-150              100%    Canada                     
Corporation Canada,               Non-
            Ltd.                  Voting
                                  Common
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  2,799,000 Capital  1                   97%     England                    
Corporation (UK), Ltd.            Stock
------------------------------------------------------------------------------------------------------------------------------------
M&S         Intergraph  1         Capital                      Less    England                    
Computing   (UK), Ltd.            Stock                        than
Investments,                                                   1%  
Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  100,000   Capital                      3%      England                           
DC          (UK), Ltd.            Stock
Corporation  
- Subsidiary
3
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  3,353,999 Ordinary 5                   100%    Hong Kong                      
Corporation Hong Kong
            Limited
------------------------------------------------------------------------------------------------------------------------------------
M&S         Intergraph  1         Ordinary                     Less    Hong Kong                    
Computing   Hong Kong                                          than
Investments,Limited                                            1% 
Inc.
------------------------------------------------------------------------------------------------------------------------------------
M&S         Intergraph  30,595    Common   1,2,3,4             93%     Spain           
Computing   Espana,S.A.
Investments,
Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  2,156     Common                       7%      Spain                      
Corporation Espana,S.A
-----------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  100       Common   001-100             100%    Sweden                     
Corporation (Sverige)   100       Common   101-200
                        100       Common   201-300
                        100       Common   301-400
                        100       Common   401-500
                        4,500     Common   501-5000
                        150,000   Common   5001-
                                           155000
------------------------------------------------------------------------------------------------------------------------------------
M&S         Intergraph  260       Common   6                   100%    Switzer-                    
Computing   (Switzer-                                                  land
Investments,land) AG
Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  1,000     Common   2                   100%    United                               
Delaware,   Virgin                                                     States
Inc.        Islands                                                    Virgin
            Corporation                                                Islands
------------------------------------------------------------------------------------------------------------------------------------
M&S         Intergraph  279,994   Common                       96%     France                     
Computing   France SA
Investments, 
Inc.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  11,000    Common                       4%      France
DC          France SA
Corporation
- Subsidiary
3
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  1         Common                       Less    France                     
Corporation France SA                                          than
                                                               1%
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  N/A       N/A      N/A                 100%    Germany                    
Corporation Holding
            GmbH
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  5,350     Common   1,874-              100%    The Nether-                              
Corporation Benelux B.V.                   5,350                       lands
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  1,125     Common                       75%     Saudi                         
Corporation Saudi                                                      Arabia
            Arabia,
            Ltd.
            (a/k/a
            Saudi
            Arabian
            Intergraph
            Ltd.)
------------------------------------------------------------------------------------------------------------------------------------
M&S         Intergraph  4,889,610 Common    8                  99%     Singa-                             
Computing   Systems                                                    pore 
Investments,Singapore
Inc.        Pte Ltd.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  49,390    Common                       1%      Singa-                    
Corporation Systems                                                    pore
            Singapore
            Pte Ltd.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  1,065     Common                       100%    Japan                      
Corporation Japan K.K.
------------------------------------------------------------------------------------------------------------------------------------
Intergraph  Intergraph  591,482                                100%    Korea                      
Corporation Korea, Ltd
------------------------------------------------------------------------------------------------------------------------------------
M&S         Intergraph  9,500     Common                       100%    Finland                    
Computing   Finland
Investments, Oy
Inc.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Note:  This Schedule 5.8 excludes foreign subsidiaries for which shares were not
pledged.

*     Also includes intercompany receivables.
**    Employees and directors of each Company have been granted stock options
      for common shares of stock in each respective Company.





                         SCHEDULE 5.10

                           Litigation


The presentation and schedule inclusion of these matters is based
upon  their contingent nature and potential materiality, and  the
uncertainty inherent in the litigation process; it should not  be
deemed to constitute an acknowledgment that these matters, either
individually  or  in  the  aggregate,  are  presently  viewed  by
management to be material to Borrower.  In each case, Borrower is
pursuing   appropriate   corrective  action   and/or   vigorously
defending  its  interests  where  litigation  or  arbitration  is
pending.

1.         In  1990,  Adage, Inc. of Billerica, Mass.,  indicated
that, in its view, Intergraph Corporation may be in violation  of
two  patents owned by Adage covering Z-buffer technology used  to
display three dimensional images on video display screens.  Adage
attorneys  have offered Intergraph a license and have  identified
other   companies  already  licensed.   This  matter   is   under
investigation by Intergraph patent counsel.

2.        In 1992, Optronics, a division of Intergraph answered a
Second  Request  for Information letter from  the  United  States
Environmental  Protection Agency (EPA).  The EPA is investigating
the  source of released hazardous waste at the 60 acre Iron Horse
Pike Site, Shaffer Landfill, Billerica, Massachusetts.  Optronics
has   informed   the   EPA  that  small  quantifies   of   1,1,1-
trichloroethane, a common industrial solvent, were  deposited  in
the  garbage  dumpster approximately every two months  during  an
unspecified period.

Optronics has entered into a PRP (Potentially Responsible  Party)
agreement  to work with 30 other PRP's to design and implement  a
remedy  for  the  landfill.  In January,  1995,  EPA  filed  suit
against  ten  of  the  PRP's,  but  did  not  file  suit  against
Optronics.    Consultants  to  the  PRP  group  have   identified
Optronics  as a de minimis participant, and the current structure
of  the PRP operating relationship confirms that, as of the  date
of this disclosure, the reviewing PRPs consider Optronics to be a
de minimis party.

3.         During 1995, Intergraph asserted three of its  patents
against  a  number  of  IBM's  computer  systems.   During  1996,
Intergraph  expanded  the  scope  of  its  assertions  to   cover
additional IBM computer systems.  IBM asserted additional patents
against  Intergraph and made a pro forma denial which  Intergraph
patent  counsel continues to analyze.  Negotiations  will  likely
extend well into 1997.

4.         In  1993,  CADTRAK, Inc. of Sunnyvale, California,  as
patent  licensing agent for Tektronics, Inc. of Beaverton, Oregon
sent  a  letter to Intergraph alleging infringement by Intergraph
of  three patents related to computer display monitor technology.
CADTRAK  thereafter  withdrew  its  original  charge  of   patent
infringement  and has asserted patent infringement by  Intergraph
of  two different Tektronix patents.  This new charge related  to
software  methods used in Mode/View and in MicroStation software.
Intergraph   has   responded  by  letter  denying   infringement.
Negotiations seem to be dormant at the present time.

5.         In  1993  Intergraph received a letter  from  Raytheon
Company of Lexington, Massachusetts alleging the infringement  of
U.S.  Patent 4,069,511 relating to a digital memory system.  This
appears  to be one of several hundred similar letters distributed
widely  by Raytheon to manufacturers in the electronics industry.
The  patent expired January 17, 1995.  This matter remains  under
investigation by Intergraph patent counsel.
6.
      In  1993  suit  was filed against Intergraph  in  Jefferson
County  Court, Birmingham, Alabama, in the style of  Randolph  C.
Marks   d/b/a   Historical  Architecture  Resource  Planning   v.
Intergraph  Corporation,  CV9309764.   Claims  allege  breach  of
contract, breach of warranty, fraud and misrepresentation for  an
architectural system H.A.R.P. purchased in 1988 and operated with
borrowed  mechanical  design  software.   The  amount  originally
demanded is alleged to exceed the $10,000 jurisdictional minimum.
The  trial  originally  scheduled for  December,  1996  has  been
postponed for health reasons by the Plaintiff.

7.         Charles Braine v. Intergraph Corporation.  An employee
of  Consolidated Edison sued Intergraph alleging that  Intergraph
negligently  configured  a  system,  which  resulted  in  injury.
Intergraph  did  not supply, install or maintain  the  system  at
issue.  A Motion for Summary Judgment is being prepared by  local
counsel.

8.          Daniel  C.  Borden  v.  Apple  Computers,  Inc.   and
Intergraph Corporation, Supreme Court, State of New York,  County
of  Kings, Case Number 38890/94.  This matter involves a  lawsuit
against  Intergraph  in New York State.  The  suit  alleges  that
Intergraph's  keyboard caused repetitive stress injuries  to  the
Plaintiff.   Intergraph's  insurance  carrier  has  assumed   the
defense of this action.  The case was removed to Federal Court in
New  York.  Intergraph  filed a Motion for  Summary  Judgment  on
Plaintiff's Complaint.  Summary judgment was granted in favor  of
Intergraph.

9.         Theresa  Sibley, wife of Lenard Sibley  v.  Intergraph
Corporation,   Ergotron,  Inc.  and/or  Ergotronic,   LLC.,   ABC
Insurance  Company and XYZ Insurance Company,  Case  NO.  94-0740
U.S. District Court, Eastern District of Louisiana.  Sibley is  a
Chevron  employee  in New Orleans who filed suit,  alleging  that
Intergraph's system configuration caused him personal injury.  He
alleged permanent injury to his hand and wrist, as a result of  a
fall  from a stand which occurred while attempting to turn  on  a
power  strip.   The  case was referred to Intergraph's  insurance
carrier  who retained local counsel.  Neither the surge protector
nor  the stand were manufactured by Intergraph.  The jury awarded
the Plaintiff approximately $468,000.00.  The matter is presently
on appeal to the Circuit Court of Appeals for the Fifth Circuit.

10.        Attorneys  representing Lemelson Medical,  Educational
and  Research  Foundation allege infringement  by  Intergraph  of
three   U.S.  patents  concerning  technology  used  in  personal
computers.   This  matter  is under investigation  by  Intergraph
patent counsel.

11.        Intergraph Corp. v. Zydex, Inc., Case No.  CV95-U-2147
in  the United States District Court for the Northern District of
Alabama,  in which Intergraph Corporation has filed an  equitable
action   seeking  dissolution  of  Intergraph's   joint   venture
relationship  with Zydex, Inc., a Houston based  engineering  and
consulting  firm.  Zydex has filed a counterclaim for  breach  of
contract,   breach   of  fiduciary  duty  and   fraud,   claiming
compensatory  and punitive damages claimed to  be  in  excess  of
$300,000,000.

12.        Intergraph Corporation & Subsidiaries v.  Commissioner
of  Internal Revenue.  Issue of whether a deduction in the amount
of  $978,567 is allowable, for federal tax purposes, for  foreign
exchange  loss  and  accrued interest upon repayment  of  a  yen-
denominated  loan in 1987.  The United States Tax Court  rendered
its opinion, holding in favor of the government, in the matter of
Intergraph v. Commissioner of Internal Revenue, Docket No.  21286
in May, 1996.  Intergraph has appealed to the United States Court
of Appeals for the Eleventh Circuit, Case No. 96-6821.

13.        Miscellaneous Tax Matters.

          *     Intergraph Korea Ltd.  Appeal of decision by  the
          Korean  Tax Authorities, the National Tax Tribunal,  to
          the  Seoul  High Court regarding $15,000 in withholding
          tax  for  1992  (subsequent years  have  not  yet  been
          addressed) on sales of application software  to  Korean
          customers.

          *    Intergraph Espana, S.A.  Appeal of decision by the
          Technical  Bureau of the Spanish Tax Authority  to  the
          regular  Spanish Courts of an issue related to transfer
          pricing for spare parts and spare repair costs.  Amount
          at  issue is nominally $1.5 million.  A cash collateral
          bond  in  the  amount of $2 million has been  provided.
          The  Company has been advised that this case will  take
          several years to resolve, but expects to prevail.

14.        Intergraph v. Commonwealth of Pennsylvania, Docket No.
32  FR  95.   This  is an appeal from an order of  the  Board  of
Finance and Revenue reported as BR&R Docket No. 25319.  The issue
is  whether  a  gain  from the sale of shares of  Cadence  Design
Systems, Inc. should be treated as a taxable gain by the State of
Pennsylvania.  The amount in controversy is approximately $20,000
exclusive of interest and costs.

15.        Spanish  Tax  Audit.  The audit period  covers  fiscal
years 1986-1989.  The tax auditors challenged three major issues:
deductibility   for   tax  of  repair  cost   of   spare   parts;
deductibility   for   tax   of   entertainment   expenses;    and
deductibility for tax of a devaluation of spares inventory.   The
cumulative  disallowed expenses related to the three items  above
amount  to  PTA  184,447,251  which,  at  a  tax  rate  of   35%,
corresponds with additional taxes due of PTA 64,556,188.

In  August  of  1994,  Intergraph Espana was  assessed  with  the
additional taxes described above, plus a 100% penalty  (150%  for
1986), plus interest, for a combined total of PTA 160,272,337.

Intergraph  Spain  challenged this  assessment  and  brought  the
issues  for the Regional Administrative Court, which is  expected
to rule before the end of this year.  It is not expected that the
tax authorities will appeal a ruling in favor of Intergraph.  The
Company expects to prevail, except for entertainment expenses and
a portion of the Inventory devaluation, representing a total cash
tax  exposure of approximately PTA 6 million, excluding penalties
and  interest.  This opinion is supported by Ernst &  Young.   If
the  Regional Administrative Court rules unfavorably, the appeals
process could take as long as ten years.

Until  a court decision is taken which is accepted by the Spanish
tax  authorities,  Intergraph  Espana  was  forced  to  issue   a
guarantee  to the local tax authorities for the taxes,  penalties
and  interest due in an amount of PTA 160 million.  The guarantee
is  collateralized  by  a cash deposit.  On  the  amount  of  the
guarantee further interest accrues until the moment when a  court
decision  is taken.  Since the further interest due is calculated
at  a  higher  rate than the interest which is  received  on  the
deposit, a PTA 200 million cash deposit had to be made at Caja de
Madrid, which is the bank that issued the guarantee.

16.        Intergraph v. Arthur Andersen, CV95-2302-JLB,  Circuit
Court,  Madison  County, Alabama.  This is  an  action  filed  by
Intergraph seeking an injunction against the issuance of a  final
audit  report and damages for Andersen's negligence in conducting
an audit.  On September 4, 1995 Intergraph Corporation received a
letter  from  Arthur Andersen on behalf of Bentley Systems,  Inc.
(BSI),  an  affiliate of, and supplier to, Intergraph,  reporting
the results of an audit conducted by Arthur Andersen on behalf of
BSI.   In  conducting the audit, Arthur Andersen reviewed certain
Intergraph   records  relating  to  royalty  payments   made   by
Intergraph  to  BSI for fiscal years 1993 and 1994.   The  letter
alleges  royalty underpayments for those periods in an  aggregate
amount  of $10,400,000.  Intergraph has initiated its own  review
of  the  audit,  and  based on the preliminary  results  of  this
review,  is  of the opinion that the audit results are  based  on
factual   omissions   and  faulty  assumptions   in   methodology
(including,  for  example, a failure to take  into  consideration
Intergraph's   right  to  an  unlimited  number  of  royalty-free
internal  use  licenses).  Accordingly, Intergraph  believes  the
actual amount of the underpayments (if any) to be nominal and, in
any event, immaterial to the Company and its operations.

17.        John  Osland  v.  Intergraph,  CV95-2172-JLB,  Circuit
Court,  Madison  County,  Alabama.   Suit  by  former  Intergraph
employee  for  claimed unpaid compensation, fraud,  and  tortious
interference  with contractual relations seeking damages  in  the
amount  of  $5  million.  The plaintiff has  also  filed  another
action  in Colorado state court seeking the same allegedly unpaid
compensation  at  issue  in  the Alabama  action,  together  with
statutory penalties of up to 50%.  The Colorado action  has  been
stayed  by  agreement of the parties pending the outcome  of  the
Alabama case.

18.       CSP Arbitration.  Case No. 14-117-0038295 B/K, American
Arbitration  Asso.,  Philadelphia, PA.   Arbitration  brought  by
Bentley Systems, Inc. under a May, 1994 contract relating to  the
sale  of  software  maintenance services.  Bentley  asserts  that
Intergraph  did  not use its "best efforts" to  market  Bentley's
maintenance  CSP  services to Intergraph  customers  as  required
under  the  contract.  Hearings are under way  and  scheduled  to
continue during January and February.

19.        Software License Agreement Arbitration.  Case No. 30Y-
117-00094-96,   American  Arbitration  Asso.,   Huntsville,   AL.
Arbitration brought by Bentley System, Inc. under a 1987 Software
License Agreement for unpaid licensing fees.  These are the  fees
that  were  allegedly  found by Arthur  Andersen  in  the  matter
discussed  above.  Discovery is underway and hearing is scheduled
for June 1997.

20.       On September 27, 1996, a Mr. Haken Lans sent Intergraph
notice  of  his  U. S. patent no. 4,303,986 related  to  computer
graphics technology and offered a license.  This matter is  under
investigation by Intergraph patent counsel.

21.        On  September  24, 1996, U. S. Phillips  as  licensing
agent  for Gilbert P. Hyatt sent Intergraph a letter offering  to
license  nine  patents in various computer-related  technologies.
This matter is under investigation by Intergraph patent counsel.

22.        Intergraph  v. Mesa Solutions, CV-96-N-1918-NE.   This
matter  involves a suit alleging that former Intergraph employees
misappropriated   trade   secrets,  stole   hardware,   infringed
Intergraph copyrights and tortuously interfered with Intergraph's
business relationships.  The suit is pending in US District Court
in   Birmingham  before  Judge  Nelson.   Initially,   Intergraph
succeeded  in  obtaining  a temporary restraining  order  against
Mesa,   prohibiting   the   defendants  from   using   Intergraph
technology.   Intergraph's  Motion  for  Preliminary   Injunction
remains under submission.  Mesa has filed a counterclaim in which
it  alleges that Intergraph violated Section 1 of the Sherman Act
and  misused its copyright on certain proprietary software.   The
counterclaim seeks treble damages, costs and attorney's fees  but
does not specify any compensatory damages.  The case is presently
set for trial in April 1997.

23.         Smith  v.  Intergraph,  CV-96-630-CA,  19th  Judicial
Circuit  Court, Martin County, Florida.  This matter  involves  a
lightning  strike to an operator of an Intergraph  E911  dispatch
system.    The  case  is  pending  in  Martin  County,   Florida.
Intergraph's  carrier  has engaged local counsel  to  defend  the
action.   A  Motion  to  Dismiss, Answer  and  initial  discovery
requests  have  been filed.  Intergraph's Motion  to  Dismiss  is
under submission.

24.        Goldfield v. Intergraph, CV-761419, Superior Court for
County of Orange.  This is a suit brought against Intergraph  and
Optronics  in  Orange  County,  California,  alleging  breach  of
warranty.   Intergraph  has  filed an  Answer,  together  with  a
Counter Claim and initial discovery.

25.        Melanie  Vaughn, CV-96-752-CA, 19th  Judicial  Circuit
Court,  Martin  County, Florida.  This is  the  second  lightning
strike  case  to the Stuart, Florida E911 system.   The  incident
occurred  in 1994.  An Answer to Plaintiff's Complaint  is  being
prepared by local counsel.

26.        Charles  Costa  v. Intergraph, CV96-1395-JWB,  Circuit
Court   for   Madison  County,  Alabama.   This   case   involves
allegations  of  commissions  due to  a  salesman  of  consulting
services.   The  Plaintiff has alleged a  violation  of  a  state
compensation statute, which could result in the award  of  treble
damages.   The Plaintiff has alleged that he is owed a  total  of
$72,000 in commissions, plus statutory damages.

27.        Those matters disclosed on Schedule 5.14 to  the  Loan
Agreement.




Intergraph Corporation                                          Schedule 5.13
Benefit Plans									


Intergraph Corporation SavingsPlus Plan								 	
Intergraph Corporation Stock Bonus Plan								 	
Group Long-Term Disability Plan									
Intergraph Corporation Health Care Plan (Medical and Dental)									
Intergraph Corporation Prescription Drug Plan									
Intergraph Corporation Life Insurance and Accidental Death and 
 Dismemberment Plan									
Intergraph Corporation Travel Accident Insurance Plan									
Intergraph Corporation Severance Plan									



                          SCHEDULE 5.14
                          -------------
                                
Summons, citations, notices or directives received in connection with:

   -  The Shaffer Landfill at the Iron Horse Park Superfund
      Site, Billerica, Massachusetts.
   
   -  Discharges to a Septic Tank/Field at the Optronics
      Facility, Chelmsford, Massachusetts.
   
   -  The Enterprise Recovery Systems Superfund Site, Marshall
      County, Mississippi.

Also, in regard to environmental conditions, and as requested by
Foothill, Borrower is providing Foothill at Closing a draft of an
updated Phase I Environmental Site Assessment of the Intergraph
Corporation, Huntsville, Alabama ("Huntsville Report") prepared
by Environmental Strategies Corporation.  The Huntsville Report
discusses environmental conditions which may affect the
Intergraph facility covered by the report.  Within thirty days
post-closing, Borrower will provide Foothill with a final copy of
the Huntsville Report.


                          SCHEDULE 6.12
                     INTERGRAPH CORPORATION
                      LOCATION OF EQUIPMENT
                                
STATE                         CITY                STREET ADDRESS
-----                         ----                --------------
ALABAMA                       HUNTSVILLE          Building 1
ALABAMA                       HUNTSVILLE          Building 2
ALABAMA                       HUNTSVILLE          Building 3
ALABAMA                       HUNTSVILLE          Building 4
ALABAMA                       HUNTSVILLE          Building 5A & 5B
ALABAMA                       HUNTSVILLE          Building 7
ALABAMA                       HUNTSVILLE          Building 8
ALABAMA                       HUNTSVILLE          Building 10
ALABAMA                       HUNTSVILLE          Building 11
ALABAMA                       HUNTSVILLE          Building 12
ALABAMA                       HUNTSVILLE          Building 14
ALABAMA                       HUNTSVILLE          Building 15
ALABAMA                       HUNTSVILLE          Building 16
ALABAMA                       HUNTSVILLE          Building 17A - D
ALABAMA                       HUNTSVILLE          Building 19
ALABAMA                       HUNTSVILLE          Building 20
ALABAMA                       HUNTSVILLE          Building 21
ALABAMA                       HUNTSVILLE          Building 23A & B
ALABAMA                       HUNTSVILLE          Building 24A - C
ALABAMA                       HUNTSVILLE          Building 25
ALABAMA                       HUNTSVILLE          Building 26
ALABAMA                       HUNTSVILLE          Building 27
ALABAMA                       HUNTSVILLE          Building 28
ALABAMA                       HUNTSVILLE          Building 29
ALABAMA                       HUNTSVILLE          Building 30
ALABAMA                       HUNTSVILLE          6767 Madison Pike
ALABAMA                       HUNTSVILLE          Cad Caravan #1
ALABAMA                       HUNTSVILLE          Cad Caravan #2
ALABAMA                       HUNTSVILLE          Hsv. Int'l Airport
ALABAMA                       HUNTSVILLE          Redstone Arsenal
ALABAMA                       BIRMINGHAM          300 Vestavia Parkway
ARIZONA                       PHOENIX             6080 N. 40TH ST.
ARIZONA                       PHOENIX             4742 N 24th Street
CALIFORNIA                    IRVINE              26 Technology
CALIFORNIA                    LA (ENCINO)         15821 Ventura Blvd.
CALIFORNIA                    SAN DIEGO           9988 Hilbert Street
CALIFORNIA                    SACRAMENTO          777 Campus Commons
CALIFORNIA                    MTNVIEW             381 E Evelyn
COLORADO                      LITTLETON           10499 Bradford Road
COLORADO                      BOULDER             6101 Lookout Rd
COLORADO                      ENGLEWOOD           6041 Syracuse WAY
COLORADO                      ENGLEWOOD           7400 E. Orchard Rd
FLORIDA                       BOCA RATON          931 Clint Moore Rd
FLORIDA                       JUPITER BEACH       19750 Beach Rd
FLORIDA                       TAMPA               5423 Beaumont Center
FLORIDA                       KENNEDYSPACE        JF Kennedy Space Ctr
GEORGIA                       SMYRNA              3300 Highlands
HAWAII                        HONOLULU            840 Kawaiahao
ILLINOIS                      ARLINGTON           85 West Algonquin
INDIANA                       INDIANAPOLIS        5881 E 82nd Street
KANSAS                        LENEXA              14839 W 95th St
KENTUCKY                      LOUISVILLE          12700 Shelbyville
KENTUCKY                      LEXINGTON           2570 Wilhite Dr
LOUISIANA                     METAIRIE            3545 N. 1-10 Service Rd
MASSACHUSETTS                 WESTBOROUGH         1800 W Park Dr
MASSACHUSETTS                 CHELMSFORD          21 Alpha
MARYLAND                      COLUMBIA
MARYLAND                      TOWSON              8500 LaSalle Road
MICHIGAN                      KENTWOOD            3680 44th St
MICHIGAN                      SOUTHFIELD          28411 NW Hwy
MINNESOTA                     MENDOTA HTS         1355 Mendota Heights


                           SCHEDULE 6.12
                      INTERGRAPH CORPORATION
                       LOCATION OF EQUIPMENT

STATE                         CITY                STREET ADDRESS
-----                         ----                --------------
MISSOURI                      ST LOUIS            11116 S. Town Sq
MISSOURI                      ST. LOUIS           3200 S. Second ST.
N CAROLINA                    CARY                2000 Regency
N CAROLINA                    CHARLOTTE           9731 JS. Pine
N JERSEY                      E. RUTHERFORD       1 Meadowland
NEW YORK                      ROCHESTER           120 Corporate Woods
OHIO                          MASON               4900 Parkway
OHIO                          VALLEY VIEW         9885 Rockside
PENNSYLVANIA                  K. OF PRUSSIA       1018 W 9th Avenue
PENNSYLVANIA                  PITTSBURGH          500 Business Center
PENNSYLVANIA                  RADNOR              100 Matson Ford Rd.
S CAROLINA                    GREENVILLE          201 Brookfield
TENNESSEE                     NASHVILLE           5211 Linbar Drive
TEXAS                         HOUSTON             675 Bering Drive
TEXAS                         DALLAS              8111 LBJ Freeway
TEXAS                         AUSTIN              9420 Research Blvd
TEXAS                         SAN ANTONIO         8930 4 Winds Drive
VIRGINIA                      RESTON              12347-B Sunrise
WASHINGTON                    BELLEVUE            11130 NE 33rd Place
WISCONSIN                     WAUKESHA            20725 Watertown


                                 SCHEDULE 7.1
                            INTERGRAPH CORPORATION
                                 INDEBTEDNESS
                           as of November 30, 1996 						
									
                                                                    Book Value
                                                                   ------------
7.1(b)(i) Guarantees of indebtedness on behalf of 
Borrower's Subsidiaries
-------------------------------------------------
 Subsidiary  Bank    Beneficiary                                         Amount
 ----------  ------  -----------                                         ------
 BELG        ABN     BRIZTON ZAVENTEM S.A.                              $62,474
 BELG        ABN     DISTRIGAZ                                           62,210
 BELG        ABN     DISTRIGAZ                                           21,617
 BELG        ABN     ASLK                                                15,900
 IMEL        ABN     GOVT OF ABU DHABI                                   11,853
 IMEL        ABN     DUBAI LANDS DEPT                                     6,499
 USA         AMS     HUNTSVILLE UTILITIES                               300,000
 IMEL        AMS     GOV'T OF THE ARAB REPUBLIC                          69,990
 IMEL        AMS     GOVERNMENT OF EGYPT                                 24,600
 IMEL        AMS     GOVERNMENT OF EGYPT                                  9,000
 AUST        ANZ     STATE AUTHORITIES SUPER.                           118,961
 AUST        ANZ     SYDNEY WATERBOARD                                   16,270
 AUST        ANZ     STATE RAIL AUTHORITY                                10,388
 AUST        ANZ     VLB PARTNERSHIP                                      9,237
 AUST        ANZ     HUNTER WATER CORP. LTD.                              8,120
 AUST        ANZ     WIDE BAY BURNETT                                     5,278
 SPAIN       AYR     INSTITUTO GEOGRAFICO                                 2,950
 SPAIN       AYR     TELEVISION ESPANOLA S.A.                             2,078
 SPAIN       AYR     GOBIERNO DE NAVARRA                                  1,662
 SPAIN       AYR     CUARTEL GEN'L DE LA ARMADA                           1,179
 SPAIN       AYR     GOBIERNO DE NAVARRA                                    903
 SPAIN       AYR     GOBIERNO DE NAVARRA                                    386
 SPAIN       AYR     AYTO. DE LEGANES                                       131
 SPAIN       BANCO   ENDESA                                              33,156
 SPAIN       BANCO   DIRECCION REGIONAL DE NAVEGAC.                       1,704
 SPAIN       BANCO   DIRECCION REGIONAL DE NAV.                           1,615
 SPAIN       BANCO   GOVIERNO DE ANDORRA                                  1,558
 ITAL        BCI     BANCA COMMERCIAL ITALIANA at Lira 2,000,000,000  1,310,000
 FRAN        BFCE    SMESI - MAROC                                       12,911
 SPAIN       BS      AENA                                                   949
 GERM        BV      STAEDT. WERKE MAGDEBURG                            922,255
 GERM        BV      TECHNOPARK GEWERBEBAU                              501,508
 GERM        BV      TECHNOPARK GEWERBEBAU                              437,946
 GERM        BV      DEUTSCHE BAHN AG, HALLE                            265,625
 GERM        BV      CASSELLA                                           156,863
 GERM        BV      HORST MAIBURG                                      107,149
 GERM        BV      DESPA IMMOBILIEN                                    98,039
 GERM        BV      FIDES GMBH                                          68,700
 GERM        BV      SKF LINEARSYSTEMS                                   43,137
 GERM        BV      DVKB                                                19,608
 GERM        BV      ITAG IMMOBILIEN-TREUHAND                            19,608
 GERM        BV      GOTHAER VERSICHERUNG                                19,200
 GERM        BV      KAAL-PETER RECC STUTTGART                           16,340
 GERM        BV      ITAG IMMOBILIEN-TREUHAND                            15,686
 GERM        BV      RAFFINERIESES. VOHBURS                              13,072
 GERM        BV      KARL-PETER RECK, STUTTGART                          12,265
 GERM        BV      ICEM SYS. GMBH, HANNOVER                             9,359
 GERM        BV      KARL-PETER RECK, STUTTGART                           7,843
 GERM        BV      NORDRHEIN AERZIFVERSORGING                           4,941
 GERM        BV      KARL-PETER KECK,STUTGART                             4,931
 IMEL        CASH    ISTANBUL MUNICIPALITY                                1,976
 INDIA       CITI    JANAKI RAMA                                      1,384,055
 UK          CITI    H.M. CUSTOMS & EXCISE                              625,000
 ITAL        CITI    MINISTERO DIFESA                                   262,433
 IMEL        CITI    GOV'T OF ABU DHABI                                  86,841
 IMEL        CITI    AL AIN TOWN PLANNING DEPT.                          81,916
 ITAL        CITI    ARTESIA S.P.A.                                      72,825
 GRE         CITI    MINISTRY OF AGRICULTURE                             33,854
 IMEL        CITI    HONEYWELL, KUWAIT                                   32,330
 BELG        CITI    CITIBANK BELGIUM                                    31,800
 PORT        CITI    CAMARA MUNICIPAL DE SINTRA                          28,817
 GRE         CITI    MINISTRY OF AGRICULTURE                             28,681
 IMEL        CITI    MIN OF DEF & AVIATION                               26,667
 GRE         CITI    PUBLIC TELEPHONE COMPANY                            25,930
 IMEL        CITI    GEN'L ORGAN. OF REMOTE SENSING                      25,252
 IMEL        CITI    ETISALAT, ABU DHABI                                 23,399
 IMEL        CITI    KARAYOLLARI GENEL                                   20,800
 ITAL        CITI    MINISTERO DELLA DIFESA                              16,074
 IMEL        CITI    MIN OF NATL DEF., ANKARA                            15,000
 IMEL        CITI    KING ABDULAZIZ CITY FOR SCIENCE                     11,335
 GRE         CITI    HELL AEROSPACE INDUSTRY                             11,188
 GRE         CITI    PUBLIC PETROLEUM COMPANY                            10,372
 GRE         CITI    PUBLIC ELECTR. COMPANY                              10,071
 IMEL        CITI    INTERGRAPH TURKEY                                   10,000
 GRE         CITI    MIN OF TWON & PLAN                                   9,051
 IMEL        CITI    MINISTRY OF DEFENSE-LEBANON                          9,000
 IMEL        CITI    ABU DHABI CO FOR ON-SHORE                            8,853
 IMEL        CITI    TURKISH TOURISM AUTH                                 8,721
 PORT        CITI    INSTITUTO PORTUGUES                                  7,559
 IMEL        CITI    ABU DHABI NATIONAL OIL CO.                           6,311
 GRE         CITI    PUBLIC GAS COMPANY                                   6,240
 GRE         CITI    MUN OF KOZANI                                        4,352
 GRE         CITI    PUBLIC PETROLEUM COMPANY                             4,149
 SPAIN       CITI    MINIST.ECONOMI.HACIEND.                              3,115
 IMEL        CITI    REPUBLIC OF TURKEY                                   2,700
 GRE         CITI    MUN. OF KOZANI                                       2,178
 GRE         CITI    PUBLIC GAS COMPANY                                   1,962
 ITAL        CITI    MINISTERO POSTE COMUNIC                              1,640
 IMEL        CITI    GOV'T OF AUB DHABI                                     717
 SPAIN       CITI    MINISTERIO HACIENDA                                    469
 AUST        CITIUS  NAT'L AUSTRALIA BANK LTD                         8,120,179
 ITAL        CITIUS  CITIBANK - ITALY                                 3,600,000
 IMEL        CITIUS  CITIBANK - DUBAI                                 1,500,000
 INDIA       CITIUS  CITIBANK - INDIA                                 1,491,000
 BENE        CITIUS  CITIBANK - BENELUX                               1,000,000
 PORT        CITIUS  CITIBANK, PORTUGAL, S.A.                           993,582
 HKONG       CITIUS  HONGKONG ELECTRIC CO., LTD                         727,343
 GRE         CITIUS  CITIBANK - GREECE                                  500,000
 KOREA       CITIUS  INTERGRAPH KOREA                                   500,000
 IMEL        CITIUS  MINISTRY OF DEFENCE & AVIATION                     387,000
 USA         CITIUS  NAT'L UNION FIRE INS.                              320,000
 USA         CITIUS  NATIONAL UNION INSURANCE                           320,000
 USA         CITIUS  NAT'L FIRE INS. CO. OF PITT                        318,900
 ISRA        CITIUS  BANK LEUMI LE ISRAEL                               300,000
 BELG        CITIUS  CITIBANK, BRUSSELS                                 198,773
 DENM        CITIUS  UNIBANK A/S                                        170,602
 RUSSIA      CITIUS  ROSNIC ZEMLYA                                      150,000
 BRAZ        CITIUS  INSTITUTO NACIONAL                                 130,000
 IMEL        CITIUS  MINISTRY OF DEFENCE & AVIATION                     129,000
 IMEL        CITIUS  CITIBANK ANKARA                                    100,270
 POL         CITIUS  CITIBANK WARSAW-POLAND                             100,000
 KOREA       CITIUS  MINISTRY OF NAT'L DEFENSE                           91,768
 BENE        CITIUS  BEIGISCHE STRYDYRACHTEN                             78,652
 NORW        CITIUS  ANS NEOSOYVEIEN 4                                   77,651
 AUS         CITIUS  CITIBANK - AUSTRIA                                  50,000
 USA         CITIUS  FRITZ COMPANIES, INC.                               49,623
 IMEL        CITIUS  GOVERNMENT OF EQYPT                                 31,500
 IMEL        CITIUS  GOV'T/EGYPT                                         29,906
 KOREA       CITIUS  OFFICE OF SUPPLY                                     2,397
 SPAIN       CRED    CUARTEL GENERAL DE LA                               24,924
 SPAIN       CRED    MINISTERIO DE DEFENSA                               21,731
 SPAIN       CRED    DIRECCION GEN'L DEL PATRIMONIO                      15,578
 SPAIN       CRED    PATRIMONIO DEL ESTADO                               15,578
 SPAIN       CRED    PATRIMONIO DEL ESTADO                               15,578
 SPAIN       CRED    SERVICIO GEOGRAFICO DEL EJERCITO                    10,593
 SPAIN       CRED    INSTITUTO CARTOGRAFICO                               8,987
 SPAIN       CRED    EJERC                                                8,548
 SPAIN       CRED    AYUNTAMIENTO DE CACERES                              7,789
 SPAIN       CRED    GENERALITAT DE CATALUNA                              7,166
 SPAIN       CRED    EJRCITO DEL AIRE                                     6,449
 SPAIN       CRED    MINISTEREO DE DEFENSA                                6,332
 SPAIN       CRED    GOBIERNO VASCO, DPTO                                 6,231
 SPAIN       CRED    MINISTERIO DE DEFENSA                                5,608
 SPAIN       CRED    EJERCITO DELAIRE                                     5,139
 SPAIN       CRED    AYUNTAMIENTO DE BADAJOZ                              4,873
 SPAIN       CRED    MINISTERIO DE DEFENSA                                4,741
 SPAIN       CRED    CUARTEL GEN'L DEL EJERCITO                           4,720
 SPAIN       CRED    UNIVERSIDAD DE VALENCIA                              4,673
 SPAIN       CRED    GENERALITAT DE CATALUNA                              4,661
 SPAIN       CRED    GENERALITAT DE CATALUNA                              4,482
 SPAIN       CRED    MINISTERIO DE DEFENSA                                4,362
 SPAIN       CRED    INSTITUTO GEOGRAFICO NAC'L                           4,270
 SPAIN       CRED    EJERCITO DEL AIRE                                    4,173
 SPAIN       CRED    INSTITUTO GEOGRAFICO (IGN)                           4,045
 SPAIN       CRED    GENERALITAT DE CAPALUNA                              3,967
 SPAIN       CRED    EJERCITO DEL AIRE                                    3,957
 SPAIN       CRED    AYUNTAMIENTO DE CACERES                              3,894
 SPAIN       CRED    DIRECCION GENERAL DEL PATR.                          3,894
 SPAIN       CRED    DIRECCION GENERAL DEL PATR.                          3,894
 SPAIN       CRED    EJERCITO DEL AIRE                                    3,698
 SPAIN       CRED    CUARTEL GENERAL DEL EJER.                            3,232
 SPAIN       CRED    CONSEJERID POLITICA                                  3,116
 SPAIN       CRED    SERVICEO VASCO DE SALVD                              3,116
 SPAIN       CRED    CONSEJERIA DE POLITICA TERRIT.                       3,090
 SPAIN       CRED    DIPUTACION PROVINCIAL                                3,084
 SPAIN       CRED    INSTITUTO GEOGRAFICO NAC'L                           3,072
 SPAIN       CRED    EJERCITO DEL AIRE                                    3,051
 SPAIN       CRED    INSTITUTO CARTOGRAFICO DE CAT.                       3,050
 SPAIN       CRED    INSTITUTO CARTOGRAFICO                               2,971
 SPAIN       CRED    MINISTERIO DE DEFENSA                                2,966
 SPAIN       CRED    EJERCITYO DEL AIRE                                   2,661
 SPAIN       CRED    MINISTERIO DE DEFENSA                                2,492
 SPAIN       CRED    SERVICIO GEOGRAFICO DEL EJERCITO                     2,492
 SPAIN       CRED    SERVICIO VASCO DE SALVD                              2,492
 SPAIN       CRED    CPT - COMUNIDAD DE MADRID                            2,426
 SPAIN       CRED    UNIVERSIDAD POLITENCNICA                             2,337
 SPAIN       CRED    AYUNTAMIENTO DE HOSP.                                2,181
 SPAIN       CRED    CISC                                                 2,141
 SPAIN       CRED    DIRECCION GENERAL DE TRAFICO                         2,112
 SPAIN       CRED    EJERCITO DEL AIRE                                    2,086
 SPAIN       CRED    DIPUTACION DE LA CORUNA                              2,069
 SPAIN       CRED    UNIVERSIDAD DE MURCIA                                2,025
 SPAIN       CRED    GENERALITAT DE CATALUNA                              1,947
 SPAIN       CRED    EJERCITO DEL AIRE                                    1,714
 SPAIN       CRED    MINISTERIO DE DEFENSA                                1,714
 SPAIN       CRED    CONSGJERIA DE POLITICA                               1,587
 SPAIN       CRED    EJERCITYO DEL AIRE                                   1,562
 SPAIN       CRED    INSTITUTO GEOGRAFICO NAC'L                           1,479
 SPAIN       CRED    EJERCITO DEL AIRE                                    1,448
 SPAIN       CRED    GENERALIDAT DE CAPALUNA                              1,432
 SPAIN       CRED    AYUNTAMIENTO DE HOSPITALET                           1,402
 SPAIN       CRED    CONSEJERIA DE POLITICA                               1,387
 SPAIN       CRED    SEVICIO GEOGRAFICO DEL EJERCITO                      1,246
 SPAIN       CRED    CPT-CONUNIDAD DE MADRID                              1,220
 SPAIN       CRED    INSTITUTO GEOGRAFICO NACIONAL                        1,198
 SPAIN       CRED    COMUNIDAD DE MURCIA                                  1,181
 SPAIN       CRED    UNIVERSIDAD POLITECNICA                              1,134
 SPAIN       CRED    AYTO.DE LAS PALMAS                                   1,125
 SPAIN       CRED    EJERCITO DEL AIRE                                    1,123
 SPAIN       CRED    C.P.T. COMUNIDAD DE MADRID                           1,090
 SPAIN       CRED    AYUNTAMIENTO DE GIJON                                1,071
 SPAIN       CRED    DIPUTACION DE LA CORUNA                              1,034
 SPAIN       CRED    AYUNTAMIENTO DE LEGANES                              1,028
 SPAIN       CRED    EJERCITO DEL AIRE                                    1,014
 SPAIN       CRED    M.O.P.T.                                               998
 SPAIN       CRED    AYUNMMIENTO DE LEGANES                                 974
 SPAIN       CRED    INSTITUTO HIDROGRAFICO DE LA                           931
 SPAIN       CRED    AYRO DE HOSPITALIT                                     902
 SPAIN       CRED    MINISTERIO DE DEFENSA                                  857
 SPAIN       CRED    COMUNIDAD FORAL DE NAV.                                840
 SPAIN       CRED    GOBIERNO BALEAR                                        826
 SPAIN       CRED    MINISTERIO OBRAS PUBLICAS                              821
 SPAIN       CRED    INSTITUTO GEOGRAFICO NAC'L                             783
 SPAIN       CRED    CONSEJERIA DE POLITICA                                 779
 SPAIN       CRED    MINISTERIO DE DEFENSA                                  763
 SPAIN       CRED    AYTO TORRENT                                           748
 SPAIN       CRED    AYUNMMIENTO DE LEGANES                                 654
 SPAIN       CRED    AYUNTAMIENTO DE LEGANES                                632
 SPAIN       CRED    MINISTERIO DEFENSA                                     623
 SPAIN       CRED    EJERCITO DEL AIRE                                      562
 SPAIN       CRED    CPT COMUNIDAD DE MADRID                                530
 SPAIN       CRED    INTITUTO GEOGRAFICO NAC'L                              471
 SPAIN       CRED    INSTITUTO GEOGRAFICO                                   468
 SPAIN       CRED    COMUNIDAD AUTONOMA                                     467
 SPAIN       CRED    COMUNIDAD FORAL DE NAV.                                452
 SPAIN       CRED    DIPUTACION DE BARCELONA                                439
 SPAIN       CRED    COMUNIDADDE MADRID                                     403
 SPAIN       CRED    AUUNTAMIENTO DE IRUN                                   398
 SPAIN       CRED    MINISTERIO OBRAS PUBLICAS                              308
 SPAIN       CRED    INSTITUTO GEOGRAFICO                                   269
 SPAIN       CRED    AYUNTAMIENTO DE LEGANES                                243
 SPAIN       CRED    AYUNTAMIENTO DE SIERO                                  132
 SPAIN       CRED    AYUNTAMIENTO DE GIJON                                  126
 IMEL        EBIL    ABV ROCK, SAUDI                                    731,543
 IMEL        EBIL    DIRECTOR GENERAL DEFENSE PROC.                     240,000
 IMEL        EBIL    BURSA WATER & SEWERAGE ADMN                        228,000
 IMEL        EBIL    ABV ROCK, SAUDI                                    133,333
 IMEL        EBIL    GHQ ARMED FORCES, AUB DHA                          130,790
 IMEL        EBIL    BURSA WATER & SEWERAGE ADMN                        100,000
 IMEL        EBIL    TCK GENEL MUDURLUGU                                 75,000
 IMEL        EBIL    ARMED FORCES OPERATIONS, SAUDI                      49,700
 IMEL        EBIL    ARMED FORCES OPERATIONS, SAUDI                      49,233
 IMEL        EBIL    MINISTRY OF DEFENSE, ANKARA                         45,000
 IMEL        EBIL    GOV'T OF ABU DHABI                                  27,248
 IMEL        EBIL    IBN ZAHR, SAUDI                                     26,133
 IMEL        EBIL    RIYADH MUNICIPALITY                                 24,681
 IMEL        EBIL    ETISALAT, ABU DHABI                                 23,151
 IMEL        EBIL    RIYADH WATER & SEWER DEPT                           18,667
 IMEL        EBIL    SHARJAH MUNICIPALITY                                17,694
 IMEL        EBIL    ERDEMIR, T.A.S. ANKARA                              10,000
 IMEL        EBIL    UAE ARMED FORCES                                     8,038
 IMEL        EBIL    DEWA                                                 5,450
 IMEL        EBIL    GOVT OF ABU DHABI                                    4,619
 IMEL        EBIL    SCECO (EAST), SAUDI                                  4,000
 IMEL        EBIL    GOVT OF ABU DHABI                                    3,676
 IMEL        EBIL    RUWAIS FERTILIZER INDUSTRIES                         2,725
 IMEL        EBIL    QATAR NATIONAL BANK                                  2,225
 IMEL        EBIL    ETISALAT, ABU DHABI                                  2,044
 IMEL        EBIL    RIYADH WATER & SEWER DEPT                            1,733
 IMEL        EBIL    GOV'T OF ABU DHABI                                   1,642
 IMEL        EBIL    GOV'T OF ABU DHABI                                   1,635
 IMEL        EBIL    GOVT OF ABU DHABI                                    1,520
 IMEL        EBIL    GOV'T OF ABU DHABI                                     763
 HKONG       HKB     HONG KONG ELECTRIC                                 604,087
 HKONG       HKB     HONG KONG ELECTRIC                                 604,087
 SING        HKB     TELEKOM MALAYSIA BERHAD                            453,187
 SING        HKB     PUBLIC WORKS DEPARTMENT                            214,364
 HKONG       HKB     HONG KONG ELECTRIC                                 118,088
 SING        HKB     PUBLIC WORKS DEPT                                  113,431
 SING        HKB     PUBLIC WORKS DEPARTMENT                             86,576
 APH         HKB     CHINA NATIONAL TECHNICAL                            81,239
 SING        HKB     MINISTRY OF DEFENCE                                 72,102
 APH         HKB     SHANGHAI INTERN'L TENDERING                         50,000
 SING        HKB     IMATERA DIGITAL IMAGE SERV                          48,749
 SING        HKB     PUBLIC WORKS DEPT                                   46,188
 SING        HKB     NAVAL ANALYSIS SUBSYSTEM                            38,130
 HKONG       HKB     HONG KONG ELECTRIC                                  36,393
 SING        HKB     MINISTRY OF THE ENVIRONMENT                         25,548
 SING        HKB     JURONG TOWN CORPORATION                             19,225
 APH         HKB     CMC INT'L TENDERING CO                              19,100
 SING        HKB     JURONG TOWN CORPORATION                             17,563
 SING        HKB     JURONG TOWN CORPORATION                             16,687
 SING        HKB     JURONG TOWN CORPORATION                             11,742
 SING        HKB     MINISTRY OF DEFENCE                                 11,067
 SING        HKB     PETRONAS NASIONAL BERHAD                            11,052
 SING        HKB     PUBLIC WORKS DEPT                                   10,638
 SING        HKB     PORT OF SINGAPORE AUTH.                              9,508
 SING        HKB     MINISTRY OF ENVIRONMENT                              9,375
 SING        HKB     FOSTER WHEELER EASTERN                               9,213
 SING        HKB     MIN. OF THE ENVIRONMENT                              8,864
 SING        HKB     PUBLIC WORKS DEPT                                    8,511
 SING        HKB     MINISTRY OF DEFENSE                                  8,107
 SING        HKB     FOSTER WHEELER EASTERN PRIVATE                       7,034
 SING        HKB     NAVAL ANALYSIS SUBSYSTEM                             6,596
 SING        HKB     MINISTRY OF DEFENSE                                  5,921
 SING        HKB     MINISTRY OF DEFENSE                                  5,868
 SING        HKB     FOSTER WHEELER EASTERN PRIVATE                       5,630
 SING        HKB     LAND TRANSPORT AUTHORITY                             4,451
 SING        HKB     PORT OF SINGAPORE AUTH.                              3,921
 SING        HKB     FOSTER WHEELER EASTERN PRIVATE                       3,758
 SING        HKB     HOUSING & DEV. BOARD                                 3,472
 SING        HKB     PUBLIC WORKS DEPARTMENT                              3,348
 SING        HKB     PUBLIC WORKS DEPARTMENT                              3,003
 SING        HKB     URBAN REDEVELOPMENT AUTH                             2,843
 SING        HKB     PORT OF SINGAPORE AUTH.                              2,837
 SING        HKB     MARITIME & PORT AUTH. OF SING.                       2,470
 SING        HKB     JURONG TOWN CORPORATION                              2,284
 SING        HKB     FOSTER WHEELER EASTERN PRIVATE                       2,092
 SING        HKB     PORT OF SINGAPORE AUTH.                                507
 APH         HSB     CHINA NATIONAL INSTRUMENTS                         418,490
 UK          NATWES  BRISTOL CHAMBER OF COMMERCE                          9,358
 IMEL        NBK     MINISTRY OF DEFENSE, KUWAIT                      2,000,000
 IMEL        NBK     KUWAIT UNIVERSITY                                    6,667
 IMEL        NKU     MINISTRY OF ELECTRIC & WATER                         8,267
 IMEL        NKU     KUWAIT MUNICIPALITY                                  1,533
 IEM         RAB     DISTRICT ARNHEM                                    150,622
 CAN         RBC     ROYAL BANK OF CANADA                             1,015,000
 IMEL        SAB     SAUDI CONSOLIDATED ELEC CO                           7,113
 SWE         SEB     SKANDINAVISKA ENSKILDA BANKEN at 3mm SEK           439,000
 SPAIN       SEG     PATRIMONIO DEL ESTADO                               46,733
 SPAIN       SEG     AYUNTAMIENTO DE SANTO                               13,085
 SPAIN       SEG     DYUNTAMIENTO DE HOSPITALET                          11,683
 SPAIN       SEG     RADIO Y TELEVISION                                   7,020
 SPAIN       SEG     YUNTOIENTO DE SANTA CRUZ                             6,543
 SPAIN       SEG     COMUNIDAD DE MADUD                                   3,583
 SPAIN       SEG     XUNTA DE GALICIA                                     2,804
 SPAIN       SEG     AYUNTAMIENTO DE GVADAGAJORD                          2,337
 SPAIN       SEG     XUNIA DE GALICIA                                     2,337
 SPAIN       SEG     AYUNTAMIENTO DE HOSPIT.                              2,150
 SPAIN       SEG     MINISTERIO DE DEFENSA                                1,869
 SPAIN       SEG     COMUNIDAD DE MADRID                                  1,587
 SPAIN       SEG     AYUNTAMIENTO DE LAS PALMAS                           1,540
 SPAIN       SEG     UNIVER. SEVILLA                                      1,260
 SPAIN       SEG     AYUNNAMIENTO HOSPITALET                              1,184
 SPAIN       SEG     INSTITUTO GEOGRAFICO NACIO                           1,120
 SPAIN       SEG     M.O.P.T.                                               966
 SPAIN       SEG     AYUNTAMIENTO DE LAS                                    935
 SPAIN       SEG     AYUNTAMIENTO DEHOSPITALET                              919
 SPAIN       SEG     AYUNTAMIENTO DE VIGO                                   456
 SPAIN       SEG     AYUNTAMIENTO DE VIGO                                   362
 SPAIN       SEG     AYTO DE ZARAGOZA                                       304
 SPAIN       SEG     DIPUTACION DE LA CORUNA                                265
 SPAIN       SEG     AYUNTAMIENTO DE VIGO                                   125
 SPAIN       SEG     SERVICIO GEOGRAFICO DEL EJE                            116
 TAIW        SINO    MOI                                                  4,001
 TAIW        SINO    TPW                                                  2,001
 TAIW        SINO    TPW/UD                                               1,291
 US          STRUST  SOUTHTRUST BANK                                     10,000
 UK          ULST    INTERGRAPH IRELAND                                 312,500
                                                                     ----------
                                                                     38,862,516
									
 Borrower (Finova - Unsecured Financing)                                665,000
                                                                     ----------	
							
          TOTAL ALL CATEGORIES                                       39,527,516
                                                                     ==========




                  AIRCRAFT SECURITY AGREEMENT
                  ---------------------------

      THIS  AIRCRAFT  SECURITY  AGREEMENT  ("this  Agreement"),  is
entered   into   as   of  December  20,  1996  between   INTERGRAPH
CORPORATION,  a  Delaware corporation ("Debtor"),  with  its  chief
executive   office   located  at  One  Madison   Industrial   Park,
Huntsville,  Alabama  35894, and FOOTHILL  CAPITAL  CORPORATION,  a
California corporation ("Secured Party"), with a place of  business
located  at 11111 Santa Monica Boulevard, Suite 1500, Los  Angeles,
California 90025-3333, with reference to the following facts:

                            RECITALS
                            --------

     WHEREAS, Debtor and Secured Party have entered into a Loan and
Security  Agreement,  dated as of December 20,  1996  (as  amended,
restated,  modified, renewed, or extended from time  to  time,  the
"Loan Agreement");

      WHEREAS,  Debtor is the sole owner of the Aircraft  described
and  identified  in  Schedule 1 attached  hereto  and  incorporated
herein  by  reference,  subject only to the  liens  and  rights  of
Secured Party granted herein.  (Unless the context clearly requires
otherwise, the term "Aircraft" as used hereinafter shall be  deemed
to  mean  the aircraft identified in Schedule 1, together with  the
engines  attached or belonging thereto and any and all  components,
appliances,  equipment, accessories, avionics, instruments,  parts,
manuals,  books  and  records,  and other  property  installed  in,
appurtenant  to  or  delivered with or  in  respect  of  each  such
aircraft.   Furthermore,  capitalized words  used  herein  but  not
otherwise  defined  herein  shall  have  the  respective   meanings
assigned to them in the Loan Agreement.);

      WHEREAS, Secured Party wishes to obtain and Debtor wishes  to
provide Secured Party with security for the repayment of all of the
Obligations   owing   by  Debtor  to  Secured  Party   (hereinafter
collectively referred to as the "Secured Obligations"); and

      WHEREAS,  pursuant to the Loan Agreement and as  one  of  the
conditions  thereof precedent to the obligations of  Secured  Party
under  the Loan Agreement, Debtor has agreed to execute and deliver
this Agreement to Secured Party.

            GRANT OF SECURITY INTEREST AND MORTGAGE
            ---------------------------------------

      NOW,  THEREFORE,  in  order  to  secure  prompt  payment  and
performance  of all present and future Secured Obligations,  Debtor
does hereby assign and grant a security interest in and mortgage to
Secured   Party   the   following   described   personal   property
(hereinafter  sometimes collectively referred to as the  "Mortgaged
Property"):

     (1)  The Aircraft identified in Schedule 1;

      (2)   All appurtenances, accessions, appliances, spare parts,
instruments,  avionics,  accessories or other  equipment  or  parts
related  to  each Aircraft, whether now or hereafter  belonging  to
Debtor  and  part  of,  installed on or  attached  to  any  of  the
Aircraft;

     (3)  All property constituting replacements of or additions to
any  of  the property described above, in the event that  any  such
replacements or additions shall become the property of Debtor;

      (4)   All right, title and interest of Debtor in and  to  any
lease,  rental  agreement  or  charter  agreement  respecting   the
Aircraft, including without limitation the right to receive  either
directly or indirectly from any party or person any rents or  other
payments due under such agreement(s);

      (5)  All log books, records and other documents maintained by
Debtor with respect to the foregoing items (1) through (4); and

      (6)  All the proceeds and products of the foregoing items (1)
through   (4),   including   without  limitation,   all   accounts,
instruments,   documents,  contract  rights,  general  intangibles,
money,  deposit accounts, goods, inventory, equipment and machinery
and  other tangible and intangible assets of Debtor arising out  of
or  resulting  from the sale or other disposition  of  any  of  the
foregoing items and the proceeds of such proceeds, and the proceeds
of insurance policies issued with respect to the foregoing and with
respect to the use and operation of the Aircraft.

      IT  IS  HEREBY  COVENANTED AND AGREED by and between  Secured
Party  and  Debtor that the terms, provisions and  conditions  upon
which  the Mortgaged Property is to be held and disposed of are  as
follows:

                           ARTICLE I

               REPRESENTATIONS AND WARRANTIES AND
               ----------------------------------
                      COVENANTS OF DEBTOR
                      -------------------

Section 1.1  - Title to Mortgaged Property

          Debtor represents and warrants that it has good and clear
title  to  the  Mortgaged Property free of all  Liens,  other  than
Permitted Liens.

                           ARTICLE 2

                 EVENTS OF DEFAULT AND REMEDIES
                 ------------------------------

Section 2.1  - Rights and Remedies Upon Default

     Upon the occurrence and during the continuance of any Event of
Default, Secured Party shall have the right, to the extent provided
under  the  Loan  Agreement, to declare all or any portion  of  the
Secured  Obligations immediately due and payable and  to  terminate
any  commitment by Secured Party to make Revolving Advances  or  to
issue  L/Cs  or L/C Guaranties to Debtor under the Loan  Agreement.
Secured  Party shall have all other rights, powers, privileges  and
remedies available to a secured party under the UCC, at law  or  in
equity, or otherwise.


Section 2.2  - Exercise of Remedies

          Each right, power and remedy herein granted Secured Party
is  cumulative  and  in addition to every other  right,  power  and
remedy herein specifically given or now or hereafter existing under
or  by  virtue  of  the provisions of any other  agreement  between
Debtor  and  Secured Party or in equity, at law  or  by  virtue  of
statute  or  otherwise.  No failure to exercise, and  no  delay  in
exercising,  any  right,  power or remedy  held  by  Secured  Party
hereunder  or  otherwise, shall operate as a  waiver  thereof,  nor
shall  any single or partial exercise of any such right,  power  or
remedy  held hereunder or otherwise, preclude any other or  further
exercise  thereof  or  the exercise of any other  right,  power  or
remedy.

Section 2.3  - Replacements and Additions

           Secured Party acknowledges that Debtor may, from time to
time, replace portions, repair, or make additions to, the Aircraft,
provided  that the value of such Aircraft is not thereby  impaired.
Any  such  replacement property or additions which may  become  the
property  of Debtor shall immediately upon the acquisition  thereof
be  and  become  subject to the lien of the security  interest  and
mortgage  created, granted and conveyed pursuant to this Agreement.
Debtor shall execute such documents as are reasonably necessary  to
grant  to  Secured Party a security interest in or perfect  Secured
Party's security interest in said replacements or additions.

                           ARTICLE 3

                    MISCELLANEOUS PROVISIONS
                    ------------------------

Section 3.1  - Entire Agreement

           This  Agreement  constitutes  the  entire  understanding
between  the  parties  with respect to the subject  matter  hereof.
This Agreement cannot be changed or terminated orally.

Section 3.2  - Notices

          Unless otherwise specifically provided in this Agreement,
any notice or other communication relating to this Agreement or any
other  agreement entered into in connection therewith shall  be  in
writing and shall be personally delivered or sent by registered  or
certified  mail, postage prepaid, return receipt requested,  or  by
prepaid  telex,  TWX,  telefacsimile, or telegram  (with  messenger
delivery specified) to Debtor or to Secured Party in the manner set
forth in the Loan Agreement

Section 3.3  - Loan Document

          This Agreement is a Loan Document.


      IN WITNESS WHEREOF, the parties have caused this Agreement to
be  executed  and  delivered as of the day and year  first  written
above.



                             INTERGRAPH CORPORATION,
                             a Delaware corporation


                             By
                               ------------------------------------
                             Title:
                                   --------------------------------

                             FOOTHILL CAPITAL CORPORATION,
                             a California corporation


                             By
                               ------------------------------------
                             Title:
                                   --------------------------------


           SCHEDULE 1 TO AIRCRAFT SECURITY AGREEMENT
           -----------------------------------------

          This Schedule 1 is attached to and incorporated by
reference into that certain Aircraft Security Agreement (the
"Agreement"), dated as of December 20, 1996, between INTERGRAPH
CORPORATION ("Debtor") and FOOTHILL CAPITAL CORPORATION ("Secured
Party").

          In accordance with the terms and conditions of the
Agreement, Debtor hereby assigns and grants a security interest in
and mortgages to Secured Party the following Aircraft:


1.                                AIRCRAFT MAKE AND MODEL:
                                  -----------------------
                                  British Aerospace, Model HS125 Series F400B

       MANUFACTURER'S SERIAL NUMBER:   25270
       ----------------------------

       U.S. FAA REGISTRATION NUMBER:   N270AV
       ----------------------------

       ENGINES                              Allied Signal
       -------                              model TSE 731-3R-1H
                                            serial numbers:  P84419, P84422





                          EXHIBIT  C-1
                (Form of Compliance Certificate)


                   [on Borrower's letterhead]


To:  Foothill Capital Corporation
     11111 Santa Monica Boulevard, Suite 1500
     Los Angeles, California 90025-3333
     Attn: Business Finance Division Manager


          Re:  Compliance Certificate dated ____________, 199__

Ladies and Gentlemen:

          Reference is made to that certain Loan and Security
Agreement, dated as of December 20, 1996 (as the same may from time
to time be amended, modified, supplemented or restated, the "Loan
Agreement") between Intergraph Corporation, a Delaware corporation
("Borrower") and Foothill Capital Corporation ("Foothill").  The
initially capitalized terms used in this Compliance Certificate
have the meanings set forth in the Loan Agreement unless
specifically defined herein.

          Pursuant to Section 6.3 of the Loan Agreement, the
undersigned officer of Borrower hereby certifies that:

          1.   The financial information of Borrower furnished in
Schedule 1 attached hereto, has been prepared in accordance with
GAAP (except for year-end adjustments and the lack of footnotes, in
the case of financial statements delivered under Section 6.3(a) of
the Loan Agreement) and fairly presents the financial condition of
Borrower.

          2.   Such officer has reviewed the terms of the Loan
Agreement and has made, or caused to be made under his/her
supervision, a review in reasonable detail of the transactions and
condition of Borrower during the accounting period covered by
financial statements delivered pursuant to Section 6.3 of the Loan
Agreement.

          3.   Such review has not disclosed the existence on and
as of the date hereof, and the undersigned does not have knowledge
of the existence as of the date hereof of any event or condition
that constitutes a Default or Event of Default, except for such
conditions or events listed on Schedule 2 attached hereto,
specifying the nature and period of existence thereof and what
action Borrower has taken, is taking or proposes to take with
respect thereto.

          4.   Borrower is in timely compliance with all
representations, warranties, and covenants set forth in the Loan
Agreement and the other Loan Documents, except as set forth on
Schedule 2 attached hereto.  Without limiting the generality of the
foregoing, Borrower is in compliance with the covenants contained
in Sections 7.20 and 7.21 of the Loan Agreement as demonstrated on
Schedule 3 hereof.


          IN WITNESS WHEREOF, this Compliance Certificate is
executed by the undersigned this _____ day of _______________,
________.


                              Intergraph Corporation,
                              a Delaware corporation



                              By: ________________________
                              Name:
                              Title:

                           SCHEDULE 1
                           ----------

                   (INTENTIONALLY LEFT BLANK)


                           SCHEDULE 2
                           ----------

                   (INTENTIONALLY LEFT BLANK)


                           SCHEDULE 3
                           ----------

1.   Current Ratio.

     (a)  The ratio of Borrower's Consolidated Current Assets
divided by Consolidated Current Liabilities, as of the last day of
the fiscal quarter ending ___________, 19__, is calculated as
follows:

         (i)  Consolidated Current Assets of Borrower: 
                                                       $_________________

         (ii) Consolidated Current Liabilities of Borrower:

                                                       $_________________


Item (i) divided by Item (ii):                     ________ : 1.0


     (b)  The ratio set forth above [is/is not] less than [_______]: 1.0.

2.   Minimum Net Worth.

     (a)  The Net Worth of Borrower, as of the last day of the
fiscal quarter ending ___________, 19__, is calculated as follows:

          (i)  Borrower's total stockholder equity:

                                                       $_________________


Item (i)
(= Net Worth):                                         $_________________


     (b)  The Net Worth set forth above [is/is not] less than [$___________].



4.   Capital Expenditures.

     (a)  The aggregate amount of capital expenditures made or
committed to be made to date in the current fiscal year is $________________.

     (b)  The aggregate amount set forth above [is/is not] in
excess of [$_______________].



                  COPYRIGHT SECURITY AGREEMENT


      This COPYRIGHT SECURITY AGREEMENT (this "Agreement"), dated
as  of  December  20, 1996 is made by INTERGRAPH  CORPORATION,  a
Delaware  corporation ("Debtor"), in favor  of  FOOTHILL  CAPITAL
CORPORATION, a California corporation ("Secured Party").

                            RECITALS

       A. Debtor and Secured Party have entered into that certain
Loan  and  Security Agreement, dated as of the  date  hereof  (as
amended,  modified, renewed or extended from time  to  time,  the
"Loan Agreement"), pursuant to which Secured Party has agreed  to
make  certain financial accommodations to Debtor, and Debtor  has
granted  to  Secured Party a security interest  in  (among  other
things) certain of the general intangibles of Debtor.

       B. Pursuant to the Loan Agreement and as one of the
conditions  precedent to the obligations of Secured  Party  under
the Loan Agreement, Debtor has agreed to execute and deliver this
Agreement  to  Secured Party for filing with  the  United  States
Copyright Office and with any other relevant recording systems in
any domestic or foreign jurisdiction, and as further evidence  of
and to effectuate Secured Party's existing security interests  in
the copyrights and other general intangibles described herein.

                           ASSIGNMENT

          NOW, THEREFORE, for valuable consideration, the receipt
and  adequacy  of  which  is hereby acknowledged,  Debtor  hereby
agrees in favor of Secured Party as follows:

          II.  Definitions; Interpretation.

               A. Certain Defined Terms.  As used in this Agreement, the
following terms shall have the following meanings:

          "Copyright Collateral" has the meaning set forth in Section 2.

          "Copyrights" has the meaning set forth in Section 2.

          "Lien" means any pledge, security interest, assignment,
charge or encumbrance, lien (statutory or other), or other prefer
ential  arrangement (including any agreement to give any security
interest).

          "Secured   Obligations"   means   all   liabilities,
obligations, or undertakings owing by Debtor to Secured Party  of
any  kind  or  description arising out of or  outstanding  under,
advanced  or  issued  pursuant  to,  or  evidenced  by  the  Loan
Agreement,   the   other  Loan  Documents,  or  this   Agreement,
irrespective of whether for the payment of money, whether  direct
or  indirect,  absolute  or contingent, due  or  to  become  due,
voluntary  or  involuntary,  whether now  existing  or  hereafter
arising,  and  including  all interest (including  interest  that
accrues after the filing of a case under the Bankruptcy Code) and
any  and all costs, fees (including attorneys fees), and expenses
which Debtor is required to pay pursuant to any of the foregoing,
by law, or otherwise.

          "UCC"  means the Uniform Commercial Code as in  effect
from time to time in the State of California.

          "United States" and "U.S." each mean the United States
of America.

               B. Terms Defined in UCC.  Where applicable and except as
otherwise defined herein, terms used in this Agreement shall have
the meanings ascribed to them in the UCC.

               C. Interpretation.  In this Agreement, except to the
extent the context otherwise requires:

                    (i)  Any reference to a Section or a Schedule
     is  a  reference to a section hereof, or a schedule  hereto,
     respectively,  and  to a subsection or a clause  is,  unless
     otherwise stated, a reference to a subsection or a clause of
     the Section or subsection in which the reference appears.

                   (ii)  The words "hereof," "herein," "hereto,"
     "hereunder" and the like mean and refer to this Agreement as
     a  whole and not merely to the specific Section, subsection,
     paragraph or clause in which the respective word appears.

                  (iii)  The meaning of defined terms shall
     be  equally applicable to both the singular and plural forms
     of the terms defined.

                   (iv)  The words "including," "includes"  and
     "include"  shall  be  deemed to be  followed  by  the  words
     "without limitation."

                    (v)  References  to  agreements  and  other
     contractual  instruments  shall be  deemed  to  include  all
     subsequent amendments and other modifications thereto.

                   (vi)  References to statutes or  regulations
     are   to  be  construed  as  including  all  statutory   and
     regulatory  provisions consolidating, amending or  replacing
     the statute or regulation referred to.

                  (vii)  Any captions and headings are  for
     convenience  of  reference only and  shall  not  affect  the
     construction of this Agreement.

                 (viii)  Capitalized words  not  otherwise
     defined  herein shall have the respective meanings  ascribed
     to them in the Loan Agreement.

                   (ix)  In  the  event of  a  direct  conflict
between  the terms and provisions of this Agreement and the  Loan
Agreement,  it is the intention of the parties hereto  that  both
such  documents  shall  be read together and  construed,  to  the
fullest  extent possible, to be in concert with each  other.   In
the  event of any actual, irreconcilable conflict that cannot  be
resolved  as  aforesaid,  the terms and provisions  of  the  Loan
Agreement shall control and govern; provided, however,  that  the
inclusion herein of additional obligations on the part of  Debtor
and  supplemental rights and remedies in favor of  Secured  Party
(whether under California law or applicable federal law), in each
case  in respect of the Copyright Collateral, shall not be deemed
a conflict with the Loan Agreement.

          III. Security Interest.

               A. Assignment and Grant of Security.  As security for the
payment and performance of the Secured Obligations, Debtor hereby
grants,  assigns,  transfers  and  conveys  to  Secured  Party  a
continuing security interest in all of Debtor's right, title  and
interest  in,  to and under the following property,  whether  now
existing or hereafter acquired or arising or in which Debtor  now
has  or  hereafter acquires or develops an interest and  wherever
the same may be located (the "Copyright Collateral"):

                    (i) all copyrights, rights, titles and interests in and to
published and unpublished works of authorship that Debtor owns or
uses in its business or will in the future adopt and so use,  and
all  copyrights in any original or derivative works of authorship
and all works protectable by copyright that are presently, or  in
the future may be, owned, created, authored (as a work for hire),
acquired or used (whether pursuant to a license or otherwise)  by
Debtor, in whole or in part (collectively, the "Copyrights"), all
copyright    registrations   and   applications   for   copyright
registration that have heretofore been or may hereafter be issued
thereon  or  applied for in the United States or  throughout  the
world,    including   registrations,   recordings,   supplemental
registrations  and pending applications for registration  in  the
United  States Copyright Office (the "Registrations"), all common
law  and  other  rights in and to the Copyrights  throughout  the
world,  including  all  copyright  licenses  (collectively,   the
"Copyright  Rights"),  and all renewals and  extensions  thereof,
throughout the world, including all proceeds thereof (such as, by
way  of  example  and  not by limitation, license  royalties  and
proceeds  of  infringement  suits),  the  right  (but   not   the
obligation)  to  renew and extend such Copyrights,  Registrations
and  Copyright  Rights  and  to  register  works  protectable  by
copyright and the right (but not the obligation) to sue or  bring
opposition or cancellation proceedings in the name of  Debtor  or
in  the  name  of  Secured  Party for past,  present  and  future
infringements or violations of the Copyrights, Registrations  and
Copyright  Rights,  and  recover damages for  past,  present  and
future  infringements  or  violations  thereof,  and  all  rights
corresponding thereto throughout the world, including:

                          (A)   all of Debtor's right, title  and
          interest  in  and  to  all  copyrights  or  rights   or
          interests in copyrights registered or recorded  in  the
          United   States   Copyright   Office,   including   the
          Registrations listed on Schedule A attached hereto,  as
          the same may be amended or supplemented pursuant hereto
          from time to time;

                          (B)   all of Debtor's right, title  and
          interest in and to all renewals and extensions  of  any
          such  copyrights, including renewals or  extensions  of
          the Registrations listed on Schedule A attached hereto,
          that  may be secured under the law now or hereafter  in
          force and effect;

                          (C)   all of Debtor's right, title  and
          interest to make and exploit all derivative works based
          on  or  adopted from all works covered by  any  of  the
          Copyright Collateral; and

                          (D)   all of Debtor's right, title  and
          interest  pursuant  to  or  under  licensing  or  other
          contracts  in favor of Debtor pertaining to  copyrights
          and  works protectable by copyright presently or in the
          future owned or used by third parties;

                   (ii) all inventions, designs, patents, patent applications,
registrations,  trade secrets, proprietary rights,  corporate  or
other  business records, computer programs, source codes,  object
codes,  data bases and all other intangible personal property  at
any  time  used  in  connection with  the  businesses  of  Debtor
(referred to herein as "Proprietary Rights");

                  (iii) all general intangibles (as defined in the UCC)
and  all  intangible  intellectual or other similar  property  of
Debtor  of  any  kind or nature, whether now owned  or  hereafter
acquired or developed, associated with or arising out of  any  of
the  Copyrights, Registrations, Copyright Rights  or  Proprietary
Rights and not otherwise described above; and

                   (iv) all proceeds of any and all of the foregoing Copyright
Collateral  (including  license  royalties,  rights  to  payment,
accounts receivable and proceeds of infringement suits)  and,  to
the  extent not otherwise included, all payments under  insurance
(whether or not Secured Party is the loss payee thereof)  or  any
indemnity,  warranty or guaranty payable by  reason  of  loss  or
damage  to  or otherwise with respect to the foregoing  Copyright
Collateral.  For purposes of this Agreement, the term  "proceeds"
includes  whatever  is  receivable  or  received  when  Copyright
Collateral  or proceeds are sold, licensed, collected,  exchanged
or  otherwise disposed of, whether such disposition is  voluntary
or  involuntary, and includes, without limitation, all rights  to
payment,  including  returned  premiums,  with  respect  to   any
insurance relating thereto.

               B. Certain Exclusions from Grant of Security Interest.
Anything  in this Agreement and the other Loan Documents  to  the
contrary   notwithstanding,  the  foregoing  grant,   assignment,
transfer, and conveyance of a security interest shall not  extend
to,  and  the term "Copyright Collateral" shall not include,  any
item of Copyright Collateral described in Section 2(a) above that
is  now  or  hereafter held by Debtor as licensee  or  otherwise,
solely  in the event and to the extent that: (i) as the proximate
result   of   the  foregoing  grant,  assignment,  transfer,   or
conveyance  of a security interest, Debtor's rights  in  or  with
respect  to such item of Copyright Collateral would be  forfeited
or  would become void, voidable, terminable, or revocable, or  if
Debtor  would be deemed to have breached, violated, or  defaulted
the  underlying license or other agreement that governs such item
of  Copyright  Collateral  pursuant to the  restrictions  in  the
underlying license or other agreement that governs such  item  of
Copyright  Collateral;  (ii)  any  such  restriction   shall   be
effective and enforceable under applicable law, including Section
9318(4)  of  the  Code; and (iii) any such forfeiture,  voidness,
voidability,  terminability, revocability, breach, violation,  or
default cannot be remedied by Debtor using its best efforts  (but
without any obligation to make any material expenditures of money
or  to  commence legal proceedings); provided, however, that  the
foregoing grant, assignment, transfer, and conveyance of security
interest  shall  extend  to, and the term "Copyright  Collateral"
shall include, (y) any and all proceeds of such item of Copyright
Collateral  to  the extent that the assignment or encumbering  of
such  proceeds  is  not  so restricted, and  (z)  upon  any  such
licensor or other applicable party's consent with respect to  any
such  otherwise  excluded  item  of  Copyright  Collateral  being
obtained, thereafter such item of Copyright Collateral as well as
any  proceeds  thereof that might theretofore have been  excluded
from  such  grant,  assignment, transfer,  and  conveyance  of  a
security interest and the term "Copyright Collateral."

               C. Continuing Security Interest.  Debtor agrees that this
Agreement  shall  create a continuing security  interest  in  the
Copyright   Collateral  which  shall  remain  in   effect   until
terminated in accordance with Section 17.

               D. Incorporation into Loan Agreement.  This Agreement
shall  be  fully  incorporated into the Loan  Agreement  and  all
understandings, agreements and provisions contained in  the  Loan
Agreement  shall  be  fully  incorporated  into  this  Agreement.
Without   limiting   the  foregoing,  the  Copyright   Collateral
described  in  this  Agreement  shall  constitute  part  of   the
Collateral in the Loan Agreement.

               E. Licenses.  Anything in the Loan Agreement or this
Agreement to the contrary notwithstanding, Debtor may grant  non-
exclusive  licenses of the Copyright Collateral (subject  to  the
security  interest  (if  any) of Secured Party  therein)  in  the
ordinary course of business consistent with past practice.


          IV. Representations and Warranties.  Debtor represents and
warrants  to  Secured Party and for the benefit of Secured  Party
the following:

               (a) True and Complete List.  Set forth in Schedule A is a
true  and complete list of all Copyrights, Registrations  in  the
United   States   Copyright   Office,   and   applications    for
Registrations  in  the United States Copyright  Office  owned  by
Debtor  or  held (whether pursuant to a license or otherwise)  or
used in conducting its business, in whole or in part;

               (b) Powers.  Debtor has full power, authority and legal
right to pledge and to grant to Secured Party a security interest
in  all  of  the Copyright Collateral pursuant to this Agreement,
and to execute, deliver and perform its obligations in accordance
with the terms of this Agreement, without the consent or approval
of any other Person except as already obtained;

               (c) Validity.  Each of the Copyrights referred to in
Schedule  A is valid, subsisting and enforceable, and Debtor  has
properly  complied with all applicable statutory  and  regulatory
requirements,  including all notice requirements,  in  connection
with  each  of  such  Copyrights, and, except  as  set  forth  on
Schedule 5.10 to the Loan Agreement, no claim has been made  that
the  use  of  any  of  such Copyrights does or  may  infringe  or
otherwise violate the rights of any third Person;

               (d) Title.  Debtor has rights in and good title to the
Copyright Collateral shown on the schedules hereto as being owned
by  it,  is  the  sole  and exclusive owner  of  the  entire  and
unencumbered  right, title and interest in and to such  Copyright
Collateral,  free  and clear of any Liens (other  than  Liens  in
favor of Secured Party), including pledges, agreements, licenses,
registered  user agreements and covenants by Debtor  not  to  sue
third  Persons; for any Copyright Collateral for which Debtor  is
either  a  licensor  or  a  licensee pursuant  to  a  license  or
licensing  agreement  regarding such Copyright  Collateral,  each
such  license or licensing agreement is in full force and effect,
Debtor is not in default of any of its obligations thereunder and
other  than the parties to such licenses or licensing agreements,
no  other  Person has any rights in or to any of  such  Copyright
Collateral;

               (e) No Violation.  The execution, delivery and performance
by  Debtor of this Agreement do not violate any provision of  law
or  the  articles of incorporation or by-laws of Debtor or result
in  a  breach  of  or  constitute a default under  any  contract,
obligation,  indenture or other instrument to which Debtor  is  a
party or by which Debtor may be bound;

               (f) Authorization.  This Agreement has been duly
authorized,  executed  and delivered, and  constitutes  a  legal,
valid  and  binding agreement of Debtor enforceable in accordance
with its terms; and

               (g) Secrecy.  Debtor has taken and will continue to take
all  reasonable steps to protect the secrecy of all trade secrets
relating to any of its unpublished Copyright Collateral  and  its
Proprietary Rights.
         
          V. Covenants.   Debtor  covenants  that  so  long   as   this
Agreement shall be in effect, Debtor shall:
               (a) Further Acts.  On a continuing basis, make, execute,
acknowledge and deliver, and file and record in the proper filing
and   recording  places,  all  such  instruments  and  documents,
including  appropriate financing and continuation statements  and
security  agreements, and take all such action as reasonably  may
be  necessary  or  advisable or reasonably may  be  requested  by
Secured  Party  to  carry out the intent  and  purposes  of  this
Agreement, or for assuring, confirming or protecting the grant or
perfection  of the security interest granted or purported  to  be
granted hereby, to ensure Debtor's compliance with this Agreement
or to enable Secured Party to exercise and enforce its rights and
remedies  hereunder  with  respect to the  Copyright  Collateral.
Without  limiting  the  generality  of  the  foregoing  sentence,
Debtor:

               (i) authorizes Secured Party in its sole discretion after ten
          (10) days prior notice to Debtor, to modify this Agreement
          without first obtaining Debtor's approval of or signature to such
          modification by amending Schedule A hereof to include a reference
          to any right, title or interest in any existing Copyright,
          Registration or Copyright Right or any Copyright, Registration or
          Copyright Right acquired or developed by Debtor after the
          execution hereof, or to delete any reference to any right, title
          or interest in any Copyright, Registration or Copyright Right in
          which Debtor no longer has or claims any right, title or
          interest; and

                (ii) hereby authorizes Secured Party, in its sole discretion,
          to file one or more financing or continuation statements, and
          after ten (10) days prior notice to Debtor, amendments thereto,
          relative to all or any portion of the Copyright Collateral
          without the signature of Debtor where permitted by law;

               (b) Compliance with Law.  Comply, in all material respects,
with  all  applicable  statutory and regulatory  requirements  in
connection with any and all of the Copyright Collateral  that  is
the  subject  of  the  Registrations  and  give  such  notice  of
copyright,   prosecute   such   material   claims,   keep    such
confidentiality and do all other acts and take all other measures
which  may  be  necessary or desirable to preserve,  protect  and
maintain  such  Copyright Collateral and all of  Debtor's  rights
therein,  including  diligently prosecute any material  copyright
application  pending  as  of  the  date  of  this  Agreement   or
thereafter;

               (c) Compliance with Agreement.  Comply with each of the
terms  and provisions of this Agreement, and not enter  into  any
agreement   (for   example,  a  license   agreement)   which   is
inconsistent with the obligations of Debtor under this  Agreement
without Secured Party's prior written consent; and

               (d) Lien Protection.  Not permit the inclusion in any
contract  to  which Debtor becomes a party of any provision  that
could  or  might  impair or prevent the creation  of  a  security
interest  in  favor  of  Secured Party  in  Debtor's  rights  and
interest in any property included within the definitions  of  the
Copyrights,  Registrations and Copyright  Rights  acquired  under
such contracts.

          VI. New Copyrights, Registrations and Copyright Rights.  If
Debtor   shall  obtain  rights  to  or  develop  any  new   works
protectable  by copyright, or become entitled to the  benefit  of
any   Copyright   Rights,   Registration   or   application   for
Registration  not  described  on the  schedules  hereto,  or  any
renewals  or  extension  of any Copyright,  Copyright  Rights  or
Registration,   the   provisions   of   this   Agreement    shall
automatically  apply thereto.  Debtor shall  give  Secured  Party
written  notice (a) of any such work or such rights  of  material
value to Debtor or the operation of its businesses and (b)  any
such  Registration, applications for Registration or  renewal  or
extension of any Copyright.  Concurrently with or promptly  after
the  filing  of  an  application for  any  Registration  for  any
Copyright, Debtor shall execute and deliver a Copyright  Security
Agreement  substantially  in  the  form  of  this  Agreement  and
otherwise  in  form  and substance satisfactory  to  the  Secured
Party,  pursuant  to which Debtor shall grant  and  reaffirm  its
grant  of  a  security interest to the extent of its interest  in
such Registration as provided herein to Secured Party, and Debtor
shall  cause  such agreement to be recorded in  the  offices  and
jurisdictions indicated by Secured Party.

          VII. Copyright Registration, Renewal and Litigation.

               (a) Registration.  Debtor shall have the duty diligently to
make  any application for Registration on any existing or  future
unregistered  but  copyrightable  works  that  are  material   to
Debtor's business or operations and to do any and all acts  which
are  reasonably  necessary or desirable to  preserve,  renew  and
maintain   all  rights  in  all  Copyrights,  Registrations   and
Copyright  Rights; provided, however, that Debtor  shall  not  be
obligated  to  renew any Copyrights, Registrations  or  Copyright
Rights  covering any products that Debtor has not sold,  licensed
or used in its business for the previous five (5) years and which
are of nominal commercial value or covering any products that are
immaterial   to  Debtor's  business  operations.   Any   expenses
incurred in connection therewith shall be borne solely by Debtor.
Except as otherwise permitted in this Section 6(a), Debtor  shall
not do any act or omit to do any act whereby any of the Copyright
Collateral may become abandoned or fall into the public domain or
fail  to  renew  any Copyright, Registration or  Copyright  Right
owned  by  Debtor  without the prior written consent  of  Secured
Party.

               (b) Protection.  Except as provided in Section 8 and
notwithstanding  Section  1, Debtor  shall  have  the  right  and
obligation to commence and diligently prosecute in its own  name,
as  real  party in interest, for its own benefit and at  its  own
expense,   such   suits,  proceedings  or   other   actions   for
infringement  or  other damage as are in its reasonable  business
judgment necessary to protect the Copyright Collateral or any  of
Debtor's  rights therein.  Debtor shall provide to Secured  Party
any  information with respect thereto requested by Secured Party.
Secured  Party  shall provide at Debtor's expense  all  necessary
cooperation  in  connection with any  such  suit,  proceeding  or
action  including  joining as a nominal party  if  Secured  Party
shall  have been satisfied that it is not incurring any  risk  of
liability  because of such joinder. Debtor shall provide  at  its
expense representation acceptable to Secured Party for the common
interest  of  Debtor  and  Secured Party  with  respect  to  such
proceedings.

               (c) Notice.  Debtor shall, promptly upon its becoming aware
thereof,  notify Secured Party in writing of the institution  of,
or  any  adverse  determination in, any proceeding,  application,
suit or action of any kind described in Section 6(a) or 6(b),  or
regarding  Debtor's claim of ownership in any of the  Copyrights,
Registrations  or  Copyright Rights, its right  to  register  the
same,  or  its  right  to  keep and maintain  such  registration,
whether  before the United States Copyright Office or any  United
States  or  foreign court or governmental agency.   Debtor  shall
provide  promptly to Secured Party any information  with  respect
thereto requested from time to time by Secured Party.

          VIII. Events of Default.  The occurrence of any "Event
of  Default" under the Loan Agreement or any other Loan  Document
shall constitute an Event of Default hereunder.

          IX. Remedies.    Following  the  occurrence  and  during   the
continuation of an Event of Default, Secured Party shall have all
rights and remedies available to it under the Loan Agreement  and
the  other  Loan Documents and applicable law (which  rights  and
remedies  are cumulative) with respect to its security  interests
in  any  of  the  Copyright Collateral or any  other  collateral.
Debtor agrees that such rights and remedies include the right  of
Secured Party as a secured party to sell or otherwise dispose  of
its  collateral  after default, pursuant to  UCC  Section  9-504.
Debtor  agrees  that Secured Party shall at all times  have  such
royalty  free licenses, to the extent permitted by law,  for  any
Copyright,  Copyright Rights, Proprietary  Right  and  any  other
Copyright  Collateral that is reasonably necessary to permit  the
exercise  of  any of Secured Party's rights or remedies  upon  or
after  the occurrence of (and during the occurrence of) an  Event
of  Default  with  respect to (among other things)  any  tangible
asset  of  Debtor in which Secured Party has a security interest,
including  Secured Party's rights to sell inventory,  tooling  or
packaging  which  is  acquired  by  Debtor  (or  its  successors,
permitted  assignees, or trustee in bankruptcy).  In addition  to
and  without  limiting any of the foregoing, upon the  occurrence
and  during the continuance of an Event of Default, Secured Party
shall  have the right but shall in no way be obligated  to  bring
suit,  or  to  take  such  other action as  Secured  Party  deems
necessary  or advisable, in the name of Debtor or Secured  Party,
to  enforce  or  protect  any Copyright, Registration,  Copyright
Right  or Proprietary Right, and any license thereunder, in which
event  Debtor shall, at the request of Secured Party, do any  and
all  lawful  acts and execute any and all documents  required  by
Secured  Party  in aid of such enforcement.  To the  extent  that
Secured  Party  shall  elect not to bring  suit  to  enforce  any
Copyright, Registration, Copyright Rights, Proprietary Right,  or
any  license  thereunder, Debtor agrees  to  use  all  reasonable
measures  and  its  diligent efforts, whether  by  action,  suit,
proceeding   or   otherwise,   to   prevent   the   infringement,
misappropriation  or  violation thereof by others  and  for  that
purpose  agrees  diligently  to  maintain  any  action,  suit  or
proceeding   against  any  Person  necessary  to   prevent   such
infringement, misappropriation or violation.

          X. Authorization.  If Debtor fails to comply with any of
its  obligations hereunder, Secured Party may do so  in  Debtor's
name  or  in  Secured Party's name, but at Debtor's expense,  and
Debtor  hereby  agrees to reimburse Secured Party  in  full  upon
demand  for  all expenses, including attorneys fees, incurred  by
Secured Party in protecting, defending and maintaining any of the
Copyright Collateral or any right, title or interest of Debtor or
Secured Party therein.  Debtor hereby appoints Secured Party, and
authorizes,   directs  and  empowers  Secured  Party   to   make,
constitute and appoint any officer or agent of Secured  Party  as
Secured  Party  may select, in its exclusive discretion,  as  the
true  and  lawful attorney-in-fact of Debtor, with the power,  if
Debtor  refuses or fails to do so timely, (a) to execute  in  the
name  of  Debtor any financing statement or other instrument  and
any  modification, supplement or amendment to this  Agreement  or
any  supplemental  Copyright  Security  Agreement  described   in
Sections  4(a)  or 5 hereof, and do such other acts  on  Debtor's
behalf,  that  Secured  Party reasonably may  deem  necessary  or
advisable  to  accomplish the purposes hereof, and (b)  upon  and
after  the  occurrence and continuation of any Event of  Default,
(i)  to  endorse  Debtor's  name on all applications,  documents,
papers and instruments reasonably necessary for Secured Party  to
use  any of the Copyright Collateral, and (ii) to grant or  issue
any  exclusive or nonexclusive license under any of the Copyright
Collateral to anyone else, or as may be reasonably necessary  for
Secured  Party  to  assign, pledge, convey or otherwise  transfer
title  in  or dispose of any of the Copyright Collateral  or  any
other collateral to anyone else.  Debtor hereby ratifies all that
such  attorney  shall lawfully do or cause to be done  by  virtue
hereof.   This power of attorney is coupled with an interest  and
is irrevocable until termination of this Agreement.

          XI. Notices.  All notices and other communications
hereunder to or from Secured Party and Debtor shall be in writing
and  shall  be mailed, sent or delivered in accordance  with  the
Loan Agreement.

          XII. GOVERNING   LAW  AND  VENUE;  JURY  TRIAL  WAIVER.    THIS
AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
THE  LAWS  OF THE STATE OF CALIFORNIA, EXCEPT TO THE EXTENT  THAT
THE  VALIDITY  OR  PERFECTION  OF  THE  ASSIGNMENT  AND  SECURITY
INTERESTS  HEREUNDER IN RESPECT OF ANY PROPERTY ARE  GOVERNED  BY
FEDERAL  LAW, IN WHICH CASE SUCH CHOICE OF CALIFORNIA  LAW  SHALL
NOT  BE  DEEMED  TO  DEPRIVE SECURED PARTY  OF  SUCH  RIGHTS  AND
REMEDIES AS MAY BE AVAILABLE UNDER FEDERAL LAW.  THE VALIDITY  OF
THIS    AGREEMENT,   ITS   CONSTRUCTION,   INTERPRETATION,    AND
ENFORCEMENT,  AND  THE  RIGHTS OF THE  PARTIES  HERETO  SHALL  BE
DETERMINED  UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH
THE  LAWS OF THE STATE OF CALIFORNIA. THE PARTIES AGREE THAT  ALL
ACTIONS  OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT
SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS
LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA OR,  AT
THE  SOLE  OPTION OF SECURED PARTY, IN ANY OTHER COURT  IN  WHICH
SECURED  PARTY SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS  AND
WHICH  HAS  SUBJECT  MATTER  JURISDICTION  OVER  THE  MATTER   IN
CONTROVERSY.   DEBTOR  AND SECURED PARTY WAIVES,  TO  THE  EXTENT
PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT
THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE
EXTENT  ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION
11.

                DEBTOR  AND  SECURED  PARTY  HEREBY  WAIVE  THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED  UPON  OR  ARISING  OUT OF THIS AGREEMENT  OR  ANY  OF  THE
TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS,  BREACH  OF  DUTY CLAIMS, AND ALL  OTHER  COMMON  LAW  OR
STATUTORY  CLAIMS.  DEBTOR AND SECURED PARTY REPRESENT THAT  EACH
HAS  REVIEWED  THIS  WAIVER  AND EACH KNOWINGLY  AND  VOLUNTARILY
WAIVES  ITS  JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH  LEGAL
COUNSEL.   IN  THE EVENT OF LITIGATION, A COPY OF THIS  AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

          XIII. Entire Agreement; Amendment.  This Agreement,
together  with  the  Schedules and  Exhibits  hereto,  which  are
incorporated  herein  by  this  reference,  contains  the  entire
agreement  of  the  parties with respect to  the  subject  matter
hereof   and  supersedes  all  prior  drafts  and  communications
relating to such subject matter.  Neither this Agreement nor  any
provision hereof may be modified, amended or waived except by the
written  agreement  of  the parties,  as  provided  in  the  Loan
Agreement.  Notwithstanding the foregoing, Secured Party may  re-
execute this Agreement, modify, amend or supplement the Schedules
hereto or execute a supplemental Copyright Security Agreement, as
provided   herein,  and  the  terms  of  any  such  modification,
amendment,   supplement   or  supplemental   Copyright   Security
Agreement  shall  be  deemed to be incorporated  herein  by  this
reference.

          XIV. Severability.  If one or more provisions contained in
this Agreement shall be invalid, illegal or unenforceable in  any
respect  in  any jurisdiction or with respect to any party,  such
invalidity,  illegality or unenforceability in such  jurisdiction
or  with  respect  to  such party shall, to  the  fullest  extent
permitted by applicable law, not invalidate or render illegal  or
unenforceable  any  such provision in any other  jurisdiction  or
with  respect to any other party, or any other provisions of this
Agreement.

          XV. Counterparts.  This Agreement may be executed in any
number  of  counterparts  and  by  different  parties  hereto  in
separate  counterparts, each of which when so executed  shall  be
deemed  to  be an original and all of which taken together  shall
constitute but one and the same agreement.

          XVI. Loan Agreement.  Debtor acknowledges that the rights
and  remedies  of  Secured  Party with respect  to  the  security
interest  in  the  Copyright Collateral granted hereby  are  more
fully  set  forth in the Loan Agreement, the applicable  Security
Agreement,  and the other Loan Documents and all such rights  and
remedies are cumulative.

          XVII. No Inconsistent Requirements.  Debtor acknowledges
that  this  Agreement  and the other Loan Documents  may  contain
covenants  and  other  terms  and  provisions  variously   stated
regarding the same or similar matters, and Debtor agrees that all
such covenants, terms and provisions are cumulative and all shall
be  performed  and satisfied in accordance with their  respective
terms.

          XVIII. Termination.  Upon the satisfaction in full of all
Secured  Obligations, this Agreement shall terminate and  Secured
Party  shall  execute and deliver such documents and  instruments
and  take such further action reasonably requested by Debtor  and
at Debtor's expense as shall be necessary to evidence termination
of  the  security  interest granted by Debtor  to  Secured  Party
hereunder.
           IN  WITNESS  WHEREOF,  the parties  hereto  have  duly
executed this Agreement, as of the date first above written.


                              INTERGRAPH CORPORATION
                              a Delaware corporation



                              By:
                                 --------------------------
                              Title:
                                    -----------------------


                              FOOTHILL CAPITAL CORPORATION,
                              a California corporation



                              By:
                                 --------------------------
                              Title:
                                    -----------------------
STATE OF CALIFORNIA      )
                         )  ss
COUNTY OF LOS ANGELES         )


              On     January     __,     1997,     before     me,
______________________________,   Notary    Public,    personally
appeared ______________________________, personally known  to  me
(or proved to me on the basis of satisfactory evidence) to be the
person  whose  name  is subscribed to the within  instrument  and
acknowledged  to me that he executed the same in  his  authorized
capacity, and that by his signature on the instrument the person,
or the entity upon behalf of which the person acted, executed the
instrument.

     WITNESS my hand and official seal.


               -------------------------
               Signature

[SEAL]


STATE OF CALIFORNIA      )
                         )  ss
COUNTY OF LOS ANGELES         )


              On     January     __,     1997,     before     me,
______________________________,   Notary    Public,    personally
appeared ______________________________, personally known  to  me
(or proved to me on the basis of satisfactory evidence) to be the
person  whose  name  is subscribed to the within  instrument  and
acknowledged  to me that he executed the same in  his  authorized
capacity, and that by his signature on the instrument the person,
or the entity upon behalf of which the person acted, executed the
instrument.

     WITNESS my hand and official seal.


               -------------------------
               Signature

[SEAL]

                      SCHEDULE A
          to the Copyright Security Agreement


                   [TO BE ATTACHED]



                     	SCHEDULE A
  
               United States Copyright
           Applications and Registrations
           ------------------------------

United States						
Reg. No.       Title                                Reg. Date
--------       -----                                ---------

TX3763938      MGE PC-1 1.4                         March 17, 1994
						
TX3727896      DRAFTWORKS 1.3                       August 18, 1993

TX3727895      MGE project viewer 1.0               August 18, 1993

TX665498       MGE GRID analyst 1.0                 July 26, 1993

TX3653674      DM/librarian                         July 26, 1993

TX3606160      Siteworks 1.4                        August 18, 1993

TX3627540      Frameworks 1.6                       August 20, 1993

TX3633622      Designworks 1.2                      August 2, 1993

TX3608627      MGE grid analyst-PC 1.0              July 26, 1993

TX3153602      DMANDS/View and                      September 23, 1991
               redline WS 2.3.0.6

TX3156805      DMANDS sponsor                       September 20, 1991
               2.3.0.6

TX3151822      DMANDS view and                      September 20, 1991
               Redline PC 2.3.0.6

TX3151818      DMANDS manager 2.3.0.6               September 20, 1991

TX3150481      Intergraph network file              September 18, 1991
               manager 2.2

TX3129627      Project layout 3.4                   June 5, 1991

TX3140594      HiLib PLD:  HILIB-PLD                April 4, 1991
               1.0; LHIPLD
United States
Reg. No.       Title                                Reg. Date
--------       -----                                ---------

TX3132928      MGA (microstation                    June 18, 1991
               graphic environment analyst):
               MGE analyst 2.02.03.01

TX3104170      Facilities rulebased                 June 14, 1991
               application model management
               environment 2.2

TX3138321      Intergraph finite element            August 21, 1991
               modeling 1.4.3
				
TX3101682      Tigris mapper 2.2.1.7;               April 2, 1991
               T-mapper

TX3100459      AEC shell 3.0                        June 5, 1991

TX3100723      AEC Shell 4.00                       June 5, 1991

TX3096355      Project architect nucleus 3.4        May 20, 1991

TX3091786      Project architect 4.0: PARCH         May 21, 1991

TX3087085      INROADS C-15:                        April 1, 1991
               INROADS 1.0; TDP,
               transportation design products

TX3081167      EEschematic and nucleus 3.04         June 17, 1991

TX3075453      I/RAS 32B:  Microstation             May 7, 1991
               32 binary raster graphic
               editor 4.0; I/RAS32B

TX3072055      MGE imager 2.2.3                     April 22, 1991

TX3055827      Automatic test equipment             April 1, 1991
               nucleus 1.1: LTEST

TX3054611      Tigris analyst 2.2.1.2: T-           April 2, 1991
               analyst

TX3054610      Tiger II PCB autorouter 3.0          April 1, 1991

TX3047351      EDIF netlist reader, v.              April 1, 1991
               3.0.0:  LENR200

United States
Reg. No.       Title                                Reg. Date
--------       -----                                ---------

TX3047337      PLDesigner Plus, 1.4                 April 1, 1991

TX3047336      Master librarian V.3.0.0             April 1, 1991

TX3047334      LGerber:Gerber formatter 1.1         April 1, 1994

TX3047333      Design engineer PC 2.0               April 1, 1991			

TX3047331      EDIF process:  EDIF                  April 1, 1991
               schematic interface 3.0; LESI

TX3047310      Wire wrap nucleus 1.1:  LWRAP        April 2, 1991

TX3047309      I/DISP:  I/Dispatcher 1.0            April 2, 1991

TX3047308      I/EXEC:  I/Executive 1.0             April 2, 1991

TX3047307      LTIGER:  Automatic router            April 2, 1991
               (single user) 3.0

TX3047306      Digital analysis tools 1.0           April 2, 1991

TX3047305      LDRILL:  Numerical drill and         April 2, 1991
               router nucleus 1.1

TX3047304      LINSERT:  Numerical                  April 2, 1991
               control component insertion
               nucleus 1.1

TX3047303      Abel 3.0:  Label                     April 2, 1991

TX3047187      Modelview 2.0                        April 1, 1991

TX3047186      CLD-DECOMP:  CAM                     April 1, 1991
               engineer version 1.1

TX3047184      GATES.C:  GATES 4.1:  LGATES         April 1, 1991

TX3052999      IP/IPLOT:                            April 9, 1991
               IGDS/InterPlot interface

TX3052998      Microstation I/IRAS PC 4.0           April 9, 1991

TX3052997      IP/IGDS metafile interpreter 6.0.0   April 9, 1991


United States 
Reg. No.       Title                                Reg. Date
--------       -----                                ---------

TX3049585      TIGRIS IMAGER 5.1; T-IMAGER          April 22, 1991

TX3047036      Design Engineer 2.0                  April 1, 1991

TX3045747      PLD programmer interface 3.0         April 1, 1991

TX3049507      Automatic placement 3.0              April 1, 1991

TX3049506      IKOS interface 3.0                   April 1, 1991
				
TX3024413      Project architect 3.4.1.2:           April 10, 1991
               prev. or alternative ti., PARCH

TX2959178      Microstation GIS                     November 16, 1990
               environment 1.0

TX2953491      Microstation GIS                     November 15, 1990
               environment 2.0

TX2946963      MicroCat computer-assisted           December 29, 1989
               language translation system

TXu270709      IGDS:  Interactive graphics          January 16, 1987
               design software, version 8.5

TXu270708      IGDS:  interactive graphics          January 16, 1987
               design software, version 8.3

TXu270707      IGDS:  Interactive graphics          January 16, 1987
               design software, version 8.6

TXu270706      IGDS:  Interactive graphics          January 16, 1987
               design software, version 8.4

TXu270705      IGDS:  Interactive graphics          January 16, 1987
               design software, version 8.8

TXu270704      IGDS: Interactive graphics           January 16, 1987
               design software, version 8.7

TX3782412      Draftworks 1.4                       March 21, 1994

TX3727894      ROADWORKS 1.2                        August 18, 1993

				
United States 
Reg. No.       Title                                Reg. Date
--------       -----                                ---------

TX3263779      Intergaph/engineering                July 23, 1991
               modeling system 1.2

PA531865       MicroStation PC/32                   June 14, 1991
               upgrade training video

TX3199508      Intergraph numerical control 1.3.0   September 3, 1991

TX3176591      Microstation 32 continuous           April 22, 1991
               continuous tone raster display 4.0.2

TX3153460      IMAGESTATION RECTIFY (ISR)           September 4, 1991

TX3167618      FABRICATION OPTIMIZER 1.0            April 3, 1991

TX4122609      GEMINI CLIENT VERSION 1.0            October 4, 1995
               (Windows)

TX4108439      GEMINI CLIENT VERSION 1.0            June 28, 1995
               (Unix)

TX3673966      GEMINI SERVER VERSION 1.0            June 28, 1995
               (Unix)

TX3673967      PIXELPRO V.1.0                       June 28, 1995
					
TX4296544      DesignReview 3.0                     October 3, 1995
					
TX4132875      ERMA Data Manager 6.0                September 27, 1995

TX4212375      ERMA Site Geoglist 6.0               February 20, 1996

TX4132876      ERMA Ground Water Manager 6.0        September 27, 1995
					
TX4157282      MOGLE 2.0                            October 3, 1995

TX4111446      MGE PC 2.0                           October 2, 1995

TX4130314      DM/Workflow 2.0                      October 2, 1995

TX4157280      DM/Server 2.0                        October 3, 1995
					
					
United States 
Reg. No.       Title                                Reg. Date
--------       -----                                ---------

TX4157281      DM/Structure 2.0                     October 3, 1995
					
TX4148244      Photobrowser 5.4                     October 2, 1995					

TX4296543      InWater 1.0                          October 3, 1995

TX4130315      MGE Advanced Imager 6.0              October 2, 1995

TX4130317      MGE Network 6.0                      October 2, 1995

TX4141634      Plantgen 5.4                         October 2, 1995

TX4087418      PipeGen 1.0                          October 17, 1995

TX3100443      Project Layout 4.0                   June 5, 1991

TX4197857      DM/View-Redline 2.0                  October 17, 1995

TX4197856      Full Text Retrieval                  October 17, 1995

TX4122804      Voxel Analyst 2.0                    November 13, 1995

TX4296910      FRAMME V3.7                          August 27, 1996

TX3104170      FRAMME 2.2                           June 14, 1991



                   PATENT SECURITY AGREEMENT
                   -------------------------

           THIS PATENT SECURITY AGREEMENT (this "Agreement"), dated
as  of  December  20,  1996  is made by INTERGRAPH  CORPORATION,  a
Delaware  corporation  ("Debtor"), in  favor  of  FOOTHILL  CAPITAL
CORPORATION, a California corporation ("Secured Party").

                            RECITALS
                            --------

          A.        Debtor and Secured Party have entered into that certain
Loan  and  Security  Agreement, dated as of  the  date  hereof  (as
amended, modified, renewed or extended from time to time, the "Loan
Agreement"),  pursuant to which Secured Party has  agreed  to  make
certain  financial accommodations to Debtor, and pursuant to  which
Debtor  has granted to Secured Party a security interest in  (among
other things) certain of the general intangibles of Debtor.

          B.        Pursuant to the Loan Agreement and as one of the
conditions precedent to the obligations of Secured Party under  the
Loan  Agreement,  Debtor  has agreed to execute  and  deliver  this
Agreement to Secured Party for filing with the United States Patent
and  Trademark Office and with any other relevant recording systems
in any domestic or foreign jurisdiction, and as further evidence of
and  to  effectuate Secured Party's existing security interests  in
the patents and other general intangibles described herein.

                           ASSIGNMENT
                           ----------

           NOW,  THEREFORE, for valuable consideration, the receipt
and  adequacy of which is hereby acknowledged, Debtor hereby agrees
in favor of Secured Party as follows:

     II.       Definitions; Interpretation.

          A.        Certain Defined Terms.  As used in this Agreement, the
following terms shall have the following meanings:

          "Bankruptcy Code" means the United States Bankruptcy Code
(11 U.S.C. 101 et seq.), as amended, and any successor statute.

           "Event of Default" means any Event of Default under  the
Loan Agreement.

           "Lien"  means any pledge, security interest, assignment,
charge  or encumbrance, lien (statutory or other), or other  prefer-
ential  arrangement (including any agreement to give  any  security
interest).

           "Loan  Documents" has the meaning assigned to it in  the
Loan Agreement.

            "Patent  Collateral"  has  the  meaning  set  forth  in
Section 2.

          "Patents" has the meaning set forth in Section 2.

           "Person"  means an individual, corporation, partnership,
joint  venture,  trust, unincorporated organization  or  any  other
juridical entity.

           "Proceeds" means whatever is receivable or received from
or  upon  the  sale, lease, license, collection, use,  exchange  or
other  disposition, whether voluntary or involuntary, of any Patent
Collateral,  including "proceeds" as defined at UCC  Section  9306,
and  all proceeds of proceeds.  Proceeds shall include (i) any  and
all accounts, chattel paper, instruments, general intangibles, cash
and  other proceeds, payable to or for the account of Debtor,  from
time  to time in respect of any of the Patent Collateral, (ii)  any
and  all proceeds of any insurance, indemnity, warranty or guaranty
payable  to  or for the account of Debtor from time  to  time  with
respect  to any of the Patent Collateral, (iii) any and all  claims
and  payments (in any form whatsoever) made or due and  payable  to
Debtor  from  time  to  time in connection  with  any  requisition,
confiscation,  condemnation, seizure or forfeiture of  all  or  any
part  of the Patent Collateral by any Person acting under color  of
governmental  authority, and (iv) any and all  other  amounts  from
time to time paid or payable under or in connection with any of the
Patent  Collateral or for or on account of any damage or injury  to
or conversion of any Patent Collateral by any Person.

          "PTO" means the United States Patent and Trademark Office
and any successor thereto.

          "Secured Obligations" means all liabilities, obligations,
or  undertakings owing by Debtor to Secured Party of  any  kind  or
description  arising  out  of or outstanding   under,  advanced  or
issued  pursuant to, or evidenced by the Loan Agreement, the  other
Loan Documents, or this Agreement, irrespective of whether for  the
payment   of  money,  whether  direct  or  indirect,  absolute   or
contingent, due or to become due, voluntary or involuntary, whether
now  existing  or  hereafter arising, and  including  all  interest
(including  interest that accrues after the filing of a case  under
the  Bankruptcy  Code)  and  any and  all  costs,  fees  (including
attorneys  fees),  and expenses which Debtor  is  required  to  pay
pursuant to any of the foregoing, by law, or otherwise.

          "UCC" means the Uniform Commercial Code as in effect from
time to time in the State of California.

          "United States" and "U.S." each mean the United States of
America.

          B.        Terms Defined in UCC.  Where applicable and except as
otherwise  defined herein, terms used in this Agreement shall  have
the meanings ascribed to them in the UCC.

          C.        Interpretation.  In this Agreement, except to the extent
the context otherwise requires:

               (i)       Any reference to a Section or a Schedule is a reference
     to a section hereof, or a schedule hereto, respectively, and to a
     subsection or a clause is, unless otherwise stated, a reference to
     a subsection or a clause of the Section or subsection in which the
     reference appears.

               (ii)      The words "hereof," "herein," "hereto," "hereunder" and
     the like mean and refer to this Agreement as a whole and not merely
     to the specific Section, subsection, paragraph or clause in which
     the respective word appears.

               (iii)          The meaning of defined terms shall be equally
     applicable to both the singular and plural forms of the  terms
     defined.

               (iv)      The words "including," "includes" and "include" shall
     be deemed to be followed by the words "without limitation."

               (v)       References to agreements and other contractual
     instruments shall be deemed to include all subsequent amendments
     and other modifications thereto.

               (vi)      References to statutes or regulations are to be 
     construed as including all statutory and regulatory provisions 
     consolidating, amending or replacing the statute or regulation referred to.

               (vii)     Any captions and headings are for convenience of
     reference only and shall not affect the construction of this Agree-
     ment.

               (viii)    Capitalized words not otherwise defined herein 
     shall have  the  respective meanings assigned to them  in  the  Loan
     Agreement.

               (ix)      In the event of a direct conflict between the terms and
provisions  of  this Agreement and the Loan Agreement,  it  is  the
intention of the parties hereto that both such documents  shall  be
read together and construed, to the fullest extent possible, to  be
in   concert  with  each  other.   In  the  event  of  any  actual,
irreconcilable  conflict that cannot be resolved as aforesaid,  the
terms  and  provisions  of  the Loan Agreement  shall  control  and
govern;  provided, however, that the inclusion herein of additional
obligations on the part of the Debtor and supplemental  rights  and
remedies in favor of Secured Party (whether under California law or
applicable  federal  law), in each case in respect  of  the  Patent
Collateral, shall not be deemed a conflict with the Loan Agreement.

     III.      Security Interest.

          A.        Assignment and Grant of Security Interest.  As security
for  the payment and performance of the Secured Obligations, Debtor
hereby  grants, assigns, transfers and conveys to Secured  Party  a
continuing  security interest in all of Debtor's right,  title  and
interest  in,  to  and  under the following property,  whether  now
existing  or  hereafter  acquired  or  arising  (collectively,  the
"Patent Collateral"):

          (i)       all letters patent of the U.S. or any other country, all
     registrations and recordings thereof, and all applications for
     letters patent of the U.S. or any other country, owned, held or
     used by Debtor in whole or in part, including all existing U.S.
     patents and patent applications of Debtor which are described in
     Schedule  A hereto, as the same may be amended or supplemented
     pursuant hereto from time to time, and together with and including
     all patent licenses held by Debtor, together with all reissues,
     divisions, continuations, renewals, extensions and continuations-in-
     part thereof and the inventions disclosed therein, and all rights
     corresponding thereto throughout the world, including the right to
     make,  use,  lease, sell and otherwise transfer the inventions
     disclosed therein, and all proceeds thereof, including all license
     royalties and proceeds of infringement suits (collectively, the
     "Patents");

          (ii)      all claims, causes of action and rights to sue for past,
     present and future infringement or unconsented use of any of the
     Patents and all rights arising therefrom and pertaining thereto;

          (iii)     all general intangibles (as defined in the UCC) and
     all intangible intellectual or other similar property of Debtor of
     any kind or nature, whether now owned or hereafter acquired or
     developed, associated with or arising out of any of the Patents and
     not otherwise described above; and

          (iv)      all products and Proceeds of any and all of the
     foregoing.

               B.        Certain Exclusions from Grant of Security Interest.
Anything  in  this  Agreement and the other Loan Documents  to  the
contrary   notwithstanding,   the  foregoing   grant,   assignment,
transfer,  and conveyance of a security interest shall  not  extend
to, and the term "Patent Collateral" shall not include, any item of
Patent  Collateral described in Section 2(a) above that is  now  or
hereafter held by Borrower as licensee or otherwise, solely in  the
event  and to the extent that: (i) as the proximate result  of  the
foregoing grant, assignment, transfer, or conveyance of a  security
interest,  Borrower's rights in or with respect  to  such  item  of
Patent  Collateral  would  be  forfeited  or  would  become   void,
voidable, terminable, or revocable, or if Borrower would be  deemed
to  have breached, violated, or defaulted the underlying license or
other  agreement  that  governs  such  item  of  Patent  Collateral
pursuant  to  the restrictions in the underlying license  or  other
agreement  that  governs such item of Patent Collateral;  (ii)  any
such   restriction   shall  be  effective  and  enforceable   under
applicable  law, including Section 9318(4) of the Code;  and  (iii)
any   such   forfeiture,   voidness,  voidability,   terminability,
revocability, breach, violation, or default cannot be  remedied  by
Debtor  using its best efforts (but without any obligation to  make
any   material   expenditures  of  money  or  to   commence   legal
proceedings);   provided,  however,  that  the   foregoing   grant,
assignment,  transfer,  and conveyance of security  interest  shall
extend to, and the term "Patent Collateral" shall include, (y)  any
and  all  Proceeds of such item of Patent Collateral to the  extent
that  the  assignment or encumbering of such  Proceeds  is  not  so
restricted,  and  (z)  upon any such licensor or  other  applicable
party's consent with respect to any such otherwise excluded item of
Patent  Collateral being obtained, thereafter such item  of  Patent
Collateral  as well as any Proceeds thereof that might  theretofore
have  been  excluded  from  such grant, assignment,  transfer,  and
conveyance of a security interest and the term "Patent Collateral."

          C.        Continuing Security Interest.  Debtor agrees that this
Agreement shall create a continuing security interest in the Patent
Collateral  which  shall  remain  in  effect  until  terminated  in
accordance with Section 16.

          D.        Incorporation into Loan Agreement.  This Agreement shall
be   fully   incorporated   into  the  Loan   Agreement   and   all
understandings,  agreements and provisions contained  in  the  Loan
Agreement shall be fully incorporated into this Agreement.  Without
limiting  the  foregoing, the Patent Collateral described  in  this
Agreement  shall  constitute part of the  Collateral  in  the  Loan
Agreement.

          E.        Licenses.   Anything in the Loan Agreement or this
Agreement  to the contrary notwithstanding, Debtor may  grant  non-
exclusive  licenses  of  the  Patent  Collateral  (subject  to  the
security  interest  (if  any)  of Secured  Party  therein)  in  the
ordinary course of business consistent with past practice.

          IV.    Further Assurances; Appointment of Secured Party as Attorney-
in-Fact.  Debtor at its expense shall execute and deliver, or cause
to  be  executed  and  delivered, to  Secured  Party  any  and  all
documents  and  instruments, in form and substance satisfactory  to
Secured Party, and take any and all action, which Secured Party may
reasonably  request  from  time to time, to  perfect  and  continue
perfected,  maintain the priority of or provide notice  of  Secured
Party's  security  interest  in  the  Patent  Collateral   and   to
accomplish  the  purposes of this Agreement.  Secured  Party  shall
have the right to, in the name of Debtor, or in the name of Secured
Party  or  otherwise, without notice to or assent  by  Debtor,  and
Debtor  hereby  irrevocably constitutes and appoints Secured  Party
(and  any  of  Secured  Party's officers  or  employees  or  agents
designated by Secured Party) as Debtor's true and lawful  attorney-
in-fact  with full power and authority, if Debtor refuses or  fails
to  do  so timely, (i) to sign the name of Debtor on all or any  of
such  documents  or instruments, and perform all other  acts,  that
Secured  Party reasonably deems necessary or advisable in order  to
perfect   or   continue  perfected,  maintain   the   priority   or
enforceability  of  or provide notice of Secured  Party's  security
interest in, the Patent Collateral, and (ii) to execute any and all
other  documents and instruments, and to perform any and  all  acts
and  things  for and on behalf of Debtor, which Secured  Party  may
deem  necessary or advisable to maintain, preserve and protect  the
Patent Collateral and to accomplish the purposes of this Agreement,
including  (A)  after the occurrence and during the continuance  of
any  Event  of Default, to defend, settle, adjust or institute  any
action,  suit or proceeding with respect to the Patent  Collateral,
(B) during a Triggering Event, to assert or retain any rights under
any  license agreement for any of the Patent Collateral,  including
any rights of Debtor arising under Section 365(n) of the Bankruptcy
Code,  and  (C) after the occurrence and during the continuance  of
any  Event  of  Default,  to  execute  any  and  all  applications,
documents,         papers        and        instruments         for
Secured   Party  to  use  the  Patent  Collateral,  to   grant   or
issue  any exclusive or non-exclusive license with respect  to  any
Patent Collateral (it being understood that so long as no Event  of
Default  has occurred and is continuing, Debtor may grant or  issue
licenses  in  the ordinary course of business with respect  to  the
Patent  Collateral),  and to assign, convey or  otherwise  transfer
title  in  or  dispose  of  the Patent Collateral.   The  power  of
attorney  set  forth  in  this Section 3,  being  coupled  with  an
interest, is irrevocable so long as this Agreement shall  not  have
terminated in accordance with Section 16.

           Nothing  in  this  Agreement shall  obligate  Debtor  to
commence  any suit, proceeding or other action for infringement  of
any of the Patents that are not material to the business of Debtor.

          V.     Representations and Warranties.  Debtor represents and
warrants to Secured Party as follows:

               A.        No Other Patents.  A true and correct list of all of
the existing  Patents owned, held (whether pursuant  to  a  license  or
otherwise) or used by Debtor, in whole or in part, is set forth  in
Schedule A.

               B.        Validity.  Each of the Patents listed on Schedule A is
subsisting  and has not been adjudged invalid or unenforceable,  in
whole  or  in  part, all maintenance fees required to  be  paid  on
account  of any Patents have been timely paid for maintaining  such
Patents  in force, and, to the best of Debtor's knowledge, each  of
the Patents is valid and enforceable.

               C.        Ownership of Patent Collateral; No Violation.  
(i) Debtor has  rights  in  and good title to the existing Patent  Collateral,
(ii)  with  respect to the Patent Collateral shown  on  Schedule  A
hereto  as  owned  by  it, Debtor is the sole and  exclusive  owner
thereof,  free  and clear of any Liens and rights of others  (other
than  the security interest created hereunder), including licenses,
shop  rights  and covenants by Debtor not to sue third persons  and
(iii)  with  respect  to any Patent for which Debtor  is  either  a
licensor  or a licensee pursuant to a license or licensee agreement
regarding such Patent, each such license or licensing agreement  is
in  full force and effect, Debtor is not in default of any  of  its
obligations thereunder and, other than the parties to such licenses
or licensing agreements, no other Person is known by Debtor to have
any  rights in or to any of the Patent Collateral. To the  best  of
Debtor's  knowledge, the past, present and contemplated future  use
of  the Patent Collateral by Debtor has not, does not and will  not
infringe  upon or violate any right, privilege or license agreement
of or with any other Person.

               D.        No Infringement.  To the best of Debtor's knowledge, no
material  infringement or unauthorized use presently is being  made
of any of the Patent Collateral by any Person.

               E.        Powers.  Debtor has the unqualified right, power and
authority  to  pledge  and  to grant to Secured  Party  a  security
interest  in  all  of  the  Patent  Collateral  pursuant  to   this
Agreement,  and to execute, deliver and perform its obligations  in
accordance with the terms of this Agreement, without the consent or
approval of any other Person except as already obtained.

          VI.    Covenants.  So long as any of the Secured Obligations remain
unsatisfied,  Debtor agrees that it will comply  with  all  of  the
covenants,  terms  and  provisions  of  this  Agreement,  the  Loan
Agreement  and  the other Loan Documents, and Debtor will  promptly
give  Secured Party written notice of the occurrence of  any  event
that could have a material adverse effect on any of the Patents  or
the  Patent Collateral, including any petition under the Bankruptcy
Code  filed  by or against any licensor of any of the  Patents  for
which Debtor is a licensee.

          VII.   Future Rights.  Except as otherwise expressly agreed to in
writing  by  Secured  Party, for so long  as  any  of  the  Secured
Obligations shall remain outstanding, or, if earlier, until Secured
Party  shall have released or terminated, in whole but not in part,
its  interest  in the Patent Collateral, if and when  Debtor  shall
obtain  rights to any new patentable inventions, or become entitled
to   the   benefit  of  any  Patent,  or  any  reissue,   division,
continuation,  renewal,  extension or continuation-in-part  of  any
Patent  or  Patent  Collateral or any improvement thereof  (whether
pursuant to any license or otherwise), the provisions of Section  2
shall  automatically apply thereto and Debtor shall give to Secured
Party  prompt  notice thereof.  Debtor shall do all  things  deemed
necessary  or  advisable by Secured Party to ensure  the  validity,
perfection,  priority and enforceability of the security  interests
of  Secured  Party in such future acquired Patent  Collateral.   In
accordance with Section 3 hereof, Debtor hereby authorizes  Secured
Party to modify, amend or supplement the Schedules hereto and to re-
execute this Agreement from time to time on Debtor's behalf and  as
its  attorney-in-fact to include any future patents  which  are  or
become Patent Collateral and to cause such re-executed Agreement or
such  modified, amended or supplemented Schedules to be filed  with
the PTO.

          VIII.       Remedies.  Secured Party shall have all rights and
remedies  available to it under the Loan Agreement  and  applicable
law  (which rights and remedies are cumulative) with respect to the
security  interests in any of the Patent Collateral  or  any  other
Collateral.   Debtor agrees that such rights and  remedies  include
the  right of Secured Party as a secured party to sell or otherwise
dispose  of  its Collateral after default, pursuant to UCC  Section
9504.   Debtor  agrees that Secured Party shall at all  times  have
such royalty free licenses, to the extent permitted by law, for any
Patent  Collateral  that  is reasonably  necessary  to  permit  the
exercise of any of Secured Party's rights or remedies upon or after
the  occurrence of an Event of Default with respect to (among other
things) any tangible asset of Debtor in which Secured Party  has  a
security  interest,  including  Secured  Party's  rights  to   sell
inventory, tooling or packaging which is acquired by Debtor (or its
successor, assignee or trustee in bankruptcy).  In addition to  and
without  limiting  any of the foregoing, upon  the  occurrence  and
during the continuance of an Event of Default, Secured Party  shall
have  the right but shall in no way be obligated to bring suit,  or
to  take  such  other  action as Secured Party deems  necessary  or
advisable,  in the name of Debtor or Secured Party, to  enforce  or
protect any of the Patent Collateral, in which event Debtor  shall,
at  the  request of Secured Party, do any and all lawful  acts  and
execute any and all documents required by Secured Party in  aid  of
such enforcement.  To the extent that Secured Party shall elect not
to  bring suit to enforce such Patent Collateral, upon, during,  or
after  the occurrence of an Event of Default, Debtor agrees to  use
all  reasonable  measures  and  its diligent  efforts,  whether  by
action, suit, proceeding or otherwise, to prevent the infringement,
misappropriation  or  violations thereof by  others  and  for  that
purpose   agrees  diligently  to  maintain  any  action,  suit   or
proceeding   against   any  Person  necessary   to   prevent   such
infringement, misappropriation or violation.

          IX.    Binding Effect.  This Agreement shall be binding upon, inure
to  the  benefit of and be enforceable by Debtor and Secured  Party
and their respective successors and assigns.

          X.     Notices.  All notices and other communications hereunder
shall  be  in  writing and shall be mailed, sent  or  delivered  in
accordance with the Loan Agreement.

          XI.    Governing Law.  This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of
California, except to the extent that the validity or perfection of
the   security  interests  hereunder  in  respect  of  any   Patent
Collateral  are governed by federal law, in which case such  choice
of  California law shall not be deemed to deprive Secured Party  of
such rights and remedies as may be available under federal law.

          XII.   Entire Agreement; Amendment. This Agreement, together
with  the  Schedules hereto, contains the entire agreement  of  the
parties  with  respect to the subject matter hereof and  supersedes
all  prior  drafts  and  communications relating  to  such  subject
matter.   Neither this Agreement nor any provision  hereof  may  be
modified, amended or waived except by the written agreement of  the
parties,  as  provided in the Loan Agreement.  Notwithstanding  the
foregoing,  Secured Party may re-execute this Agreement or  modify,
amend  or supplement the Schedules hereto as provided in Section  6
hereof.

          XIII.  Severability.  If one or more provisions contained in
this  Agreement shall be invalid, illegal or unenforceable  in  any
respect  in  any  jurisdiction or with respect to any  party,  such
invalidity, illegality or unenforceability in such jurisdiction  or
with  respect to such party shall, to the fullest extent  permitted
by   applicable   law,  not  invalidate  or   render   illegal   or
unenforceable any such provision in any other jurisdiction or  with
respect  to  any  other  party, or any  other  provisions  of  this
Agreement.

          XIV.   Counterparts.  This Agreement may be executed in any number
of  counterparts  and  by  different  parties  hereto  in  separate
counterparts, each of which when so executed shall be deemed to  be
an  original  and all of which taken together shall constitute  but
one and the same agreement.

          XV.    Loan Agreement.  Debtor acknowledges that the rights and
remedies of Secured Party with respect to the security interest  in
the  Patent Collateral granted hereby are more fully set  forth  in
the Loan Agreement and all such rights and remedies are cumulative.

          XVI.   No Inconsistent Requirements.  Debtor acknowledges that this
Agreement  and  the other Loan Documents may contain covenants  and
other  terms and provisions variously stated regarding the same  or
similar  matters, and Debtor agrees that all such covenants,  terms
and  provisions  are  cumulative and all  shall  be  performed  and
satisfied in accordance with their respective terms.

          XVII.  Termination.  Upon the indefeasible payment in full of
the  Secured  Obligations,  including the  cash  collateralization,
expiration,  or  cancellation of all Secured Obligations,  if  any,
consisting of letters of credit, and the full and final termination
of  any commitment to extend any financial accommodations under the
Loan  Agreement, this Agreement shall terminate and  Secured  Party
shall  execute and deliver such documents and instruments and  take
such  further action reasonably requested by Debtor and at Debtor's
expense  as  shall  be  necessary to evidence  termination  of  the
security interest granted by Debtor to Secured Party hereunder.


          IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement, as of the date first above written.


                              INTERGRAPH CORPORATION,
                              a Delaware corporation


                              By:
                                 -----------------------------
                              Title:
                                    --------------------------

                              FOOTHILL CAPITAL CORPORATION,
                              a California corporation


                              By:
                                 -----------------------------
                              Title:
                                    --------------------------

STATE OF CALIFORNIA      )
                         )  ss
COUNTY OF                )


               On      January     __,     1997,     before     me,
______________________________, Notary Public, personally  appeared
______________________________, personally known to me  (or  proved
to  me  on  the basis of satisfactory evidence) to be the person(s)
whose  name is subscribed to the within instrument and acknowledged
to  me  that  he executed the same in his authorized capacity,  and
that  by his signature on the instrument the person, or the  entity
upon behalf of which the person acted, executed the instrument.

               WITNESS my hand and official seal.


                         ------------------------
                         Signature

[SEAL]

STATE OF CALIFORNIA      )
                         )  ss
COUNTY OF                )


           On      January      __,      1997,      before      me,
______________________________, Notary Public, personally  appeared
______________________________, personally known to me  (or  proved
to  me  on  the basis of satisfactory evidence) to be the person(s)
whose  name is subscribed to the within instrument and acknowledged
to  me  that  he executed the same in his authorized capacity,  and
that  by his signature on the instrument the person, or the  entity
upon behalf of which the person acted, executed the instrument.

     WITNESS my hand and official seal.


               -------------------------
               Signature

[SEAL]


                           SCHEDULE A
                to the Patent Security Agreement


                        [TO BE ATTACHED]



                              SCHEDULE A

                   to the Patent Security Agreement
                            Issued Patents
                            --------------

Patent Number            Invention               Date Patent Issued
-------------            ---------               ------------------

5,579,222     Distributed License                11/26/96
              Administration System Using a
              Local Policy Server to
              Communicate with a License Server
              and Control Execution of Computer
              Programs

5,579,044     Digital Proofing System            11/26/96

5,560,028     Software Scheduled Superscalar     9/24/96
              Computer Architecture

5,555,094     Apparatus and Method for           9/10/96
              Interpreting Image Data for Use
              in a Raster Plotter

5,546,569     Apparatus for Writing Data to and  8/13/96
              Reading Data from a MultiPort Ram
              in a Single Clock Cycle

5,542,088     M & A for Enabling control of      7/30/96
              Task Execution                     

5,534,796     Self-Clocking Pipeline Register    7/9/96
                                                 
5,526,142     Scanner/Plotter and Rotatable      06/11/96
              Drum for Use Therein               

5,508,640     Dynamic CMOS Logic Circuit with    4/16/96
              Precharge (As amended)
              
5,504,925     Apparatus and Method for           4/2/96
              Implementing Interrupts in
              Pipelined Processors

5,502,829     Apparatus for Obtaining Data from  3/26/96
              a Translation Memory Based on
              Carry Signal from an Adder, as
              amended

5,499,445     A Method of Making a Multi-Layer   3/19/96
              to Package (As amended from Multi-
              layer Packaging)

5,487,025     Carry Chain Adder Using            1/23/96
              Regenerative Push-pull
              Differential Logic

5,479,646     Method and Apparatus for           12/26/95
              Obtaining Data from a Data
              Circuit Utilizing Alternating
              Clock Pulses to Gate the Data to
              the Output

5,463,750     Method and Apparatus for           10/31/95
              Translating Virtual Addresses in
              a Data Processing System having
              Multiple Instruction Pipelines

5,461,709     3D Input System for CAD Systems    10/24/95

5,455,528     Improved CMOS Circuit for          10/03/95
              Implementing Boolean Functions

5,299,147     Decoder scheme for fully           3/29/94
              associative translation look
              aside buffer in memory system

5,255,384     Virtual-real memory address        10/19/93
              translation method for computing
              system having cache memory couple
              to processor and main memory

5,212,454     Capacitance measurement method     5/18/93
              and apparatus for semiconductor
              wafers during integrated circuit
              processing

5,186,377     Apparatus for stiffening circuit   2/16/93
              board during soldering

RE33783       Multi-camera document scanning     12/31/91
              system

4,686,581     Multi-camera document scanning     8/11/87
              system

5,426,780     Geographic information system      6/20/95
              dynamic segmentation method

5,216,297     MOS circuit for driving emitter    6/1/93
              coupled logic receiving
              differential output

5,191,447     Scanning beam control system for   3/2/93
              document scanner

5,274,593     High Speed redundant rows and      12/28/93
              columns for semiconductor
              memories

5,280,370     Apparatus and method for scanning  1/18/94
              by means of a rotatable detector
              array

5,274,473     Reproducing images with rapid      12/28/93
              variable angle digital screening

5,383,001     Vacuum drum for mounting media of  1/17/95
              different sizes

5,338,970     Multi-layered high frequency IC    8/16/94
              package

5,335,046     Clamping mechanism for use on      8/2/94
              rotatable plotter drum

5,091,846     Cache address translation and      2/25/92
              memory management system
              architecture

5,075,779     Image data interpreting apparatus  12/24/91
              and method for raster plotter

5,047,971     Analogue electronic circuit        9/10/91
              simulation

4,985,779     Method and apparatus for           1/15/91
              generating half-tone images

4,969,114     Method for determining defined     11/6/90
              signal relationship among
              physical entities

4,992,890     Very high speed laser graphic      2/12/91
              plotter and scanner system

4,933,835     Apparatus for maintaining          6/12/90
              consistency of cache memory

4,910,685     Video circuit with digital to      3/20/90
              analog converter in monitor        

4,811,215     Instruction execution accelerator  3/7/89
              for pipelined digital machine

4,693,444     Height adjust mechanism for        9/15/87
              computer keyboard

4,884,197     Method and apparatus for           11/28/89
              addressing a cache memory

4,860,192     Computer integrated cache memory   8/22/89
              system

4,595,115     Hidden panel connector for         6/17/86
              electronics enclosure

4,556,825     CRT deflection circuit for TV      12/3/85

4,458,330     Banded vector to raster convertor  7/3/84

4,334,124     Floating coordinate system for     6/8/82
              computer entry device

4,916,647     Hardwired pipeline processor for   4/10/90
              logic simulation

4,718,105     Computer graphic digitizing data   1/5/88
              entry system

4,759,075     Method and apparatus for           7/19/86
              vectorizing documents and symbol
              recognition

4,603,431     Method and apparatus for           7/29/86
              vectorizing documents and symbol
              recognition

4,413,286     Method and apparatus involving     11/1/83
              digital screen generation

4,464,715     Memory accessing method            8/7/84

4,518,998     Method and apparatus for           5/21/85
              producing a time advance output
              pulse train from an input pulse
              train

4,533,942     Method and apparatus for           8/6/85
              reproducing an image which has a
              coarser resolution than utilized
              in scanning of the image

4,533,911     Video display system for           8/6/85
              displaying symbol-fragments in
              different orientations

4,677,433     Two speed clock scheme for co-     6/30/87
              processors

4,737,858     Intensity controlled an aperture   4/12/88
              defining image generating system

4,751,637     Digital computer for implementing  6/14/88
              event driven simulation algorithm

4,814,983     Digital computer for implementing  3/21/89
              event driven simulation algorithm

4,872,125     Multiple processor accelerator     10/3/89
              for logic simulation

4,873,656     Multiple processor accelerator     10/10/89
              for logic simulation

D305,756      Design for cursor                  1/30/90

5,432,727     Apparatus for computing a sticky   7/11/95
              bit for a floating point
              arithmetic unit

5,446,685     Pulsed ground circuit for CAM and  8/29/95
              PAL memories
                                                 
              
                Pending Patent Applications
              
              
Serial Number Title                              Filing Date
------------- -----                              -----------

08/622,942    Universal Vacuum Drum and Mask     3/27/96

60/017,483    Improved Data Access               4/26/96

08/573,116    Scanner/Plotter and Rotatable      12/16/95
              Drum for Use Therein

06/018,871    A & M for Improved Airflow         5/31/96
              Through a Chassis

Not Yet       Method and Apparatus for           11/18/96
Assigned      Controlling an Instruction
              Pipeline in a Data Processing
              System

60/015,349    High-Speed Video Frame Buffer      4/12/96
              Using Single Port Memory Chips

08/422,753    Software Scheduled Superscaler     6/20/96
              Computer

06/023,795    Hardware Accelerated Photoreal     8/1/96
              Rendering (RenderGL)

60/023,513    Hardware Accelerated Photoreal     8/7/96
              Rendering (RenderGL)

60/025,061    Graphics Driver Verification       8/23/96
              System

60/024,571    System and Method for Data Access  8/26/96

60/026,292    Graphics Processing with           9/10/96
              Efficient Clipping

60/027,520    Active Pipeline                    10/7/96

Not Yet       Variable Mask and Universal        10/21/96
Assigned      Vacuum Drum

Not Yet       Digital Proofing System            11/6/96
Assigned

Not Yet       Instruction Cache Associative      11/22/96
Assigned      Crossbar Switch

08/438,048    Visible Line Processor             5/8/95

08/520,973    Method and Apparatus for Parallel  8/1/95
              Access to Consecutive TLB Entries

08/509,847    System for Adding Attributes to    8/1/95
              an Object at Run Time in an
              Object Oriented Computer

29/038,048    Design for a Vertically Oriented   4/26/95
              Computing Device

60/011,979    High Availability Super Server     2/20/96

60/011,932    Method and apparatus for Signal    2/20/96
              Handling on GTL-Type Buses

08/576,876    Method and apparatus for           12/21/95
              Speculative Execution of
              Instructions

08/544,812    Optimal Projection Design          10/18/95

08/552,812    Method for Object Oriented         11/3/95
              Program Using Dynamic Interfaces

60/008,281    Graphics Accelerator for Video     12/6/95
              Graphics Controller

60/013,402    Large Scanner Plotter              3/14/96
              (Hummingbird)

29/047,791    Vertically Oriented Computing      10/23/95
              Device (FWC of
              1247/113;29/038,048)

08/573,689    Cursor Positioning Method          12/18/95

60/014,226    Real Time Video Capture Board;     3/27/96
              Video Capture and Playback Board
              for Use in a Computer Graphics
              System

60/015,258    Removable Circuit Board with       4/10/96
              Ducted Cooling

60/016,368    Improved Data Access               4/19/96

08/330,984    RF Generator and Plotter           10/28/94
              Incorporating Same

08/372,278    Register File with Bypass          1/12/95
              Capability

08/378,251    OLE for Design and Modeling        1/23/95

08/385,496    Pulsed Ground Circuit for CAM and  2/8/95
              PAL Memories

08/410,785    Spread Spectral Digital Screening  3/27/95

08/412,130    Variable Mask and Universal        3/28/95
              Vacuum Drum

08/431,820    Direct Access to Slave Processor   5/1/95
              by Unprotected Application Using
              Context Saving and Restoring

08/431,821    Video Stream Data Mixing for 3D    5/1/95
              Graphics System

08/432,029    Graphics Processing with           5/1/95
              Efficient Vector Drawing

08/432,106    Apparatus and Method of a High-    5/1/95
              Performance Video Controller

08/432,272    System and Method for Controlling  5/1/95
              a Slave Processor
              
08/432,313    FIFO Logical Addresses for         5/1/95
              Control and Error Recovery

08/432,314    Vertex List Management System      5/1/95

08/435,348    Method and Apparatus for           5/5/95
              Dynamically Interpreting Drawing
              Commands

08/435,647    Intelligent Object Selection       5/5/95

08/437,942    Object Relationship Management     5/9/95
              System

Not Yet       Peer to Peer Parallel Processing   12/5/96
Assigned      Graphics Accelerator

Not Yet       Online Testing Procedure           12/6/96
Assigned


                        PLEDGE AGREEMENT


           PLEDGE AGREEMENT, dated as of December 20, 1996, made by
the  Persons listed on the signature pages hereof (each a "Pledgor"
and  collectively the "Pledgors"; provided that "Pledgor" shall  be
deemed  to  include any other Person that executes and delivers  an
amendment in the form of Exhibit A hereto agreeing to be  bound  by
the  terms  and provisions hereof), to Foothill Capital Corporation
("Foothill").


                     W I T N E S S E T H :
                     - - - - - - - - - -

          WHEREAS, Intergraph Corporation ("Borrower") and Foothill
have  entered into that certain Loan and Security Agreement,  dated
as  of  even  date herewith (as it may be amended, supplemented  or
otherwise  modified  from  time  to  time,  the  "Loan  Agreement";
capitalized  terms  used  herein and not otherwise  defined  herein
shall  have  the meanings ascribed thereto in the Loan  Agreement);
and

           WHEREAS, each Pledgor is the legal and beneficial  owner
of the shares of capital stock or other equity securities described
in  Schedules  I, II, and III hereto (or any addenda  thereto)  and
issued  by the respective issuers named therein (collectively,  the
"Pledged Shares"); and

           WHEREAS,  as  used  herein, the  term  "Excluded  Equity
Interests"  shall mean: (i) equity interests in entities  that  are
not  corporations or limited liability companies but are  strategic
alliances, joint marketing ventures, joint development ventures, or
other  similar joint arrangements entered into by Borrower  in  the
ordinary  course of Borrower's business; and (ii) with  respect  to
any   Subsidiary,  options  or  other  rights  to  acquire   equity
securities  of that Subsidiary that are issued or granted,  in  the
ordinary  course  of  business and generally consistent  with  past
practice   of   Borrower's   Subsidiaries   (other   than   Foreign
Subsidiaries), to officers, directors, employees, or consultants of
that   Subsidiary   in   connection  with  incentive   compensation
arrangements and that do not in the aggregate, in the case  of  any
single Subsidiary, involve or permit the issuance of more than  15%
of  the  total  equity  securities of such Subsidiary,  and  equity
securities  issued  pursuant  to the exercise  of  such  rights  or
options; and

           WHEREAS,  the  Pledged Shares identified on  Schedule  I
hereto  as  of the date hereof (and any addenda thereto as  of  the
date  thereof) represent all of the capital stock or  other  equity
securities (other than Excluded Equity Interests) of each direct or
indirect Subsidiary of Borrower having total assets of $100,000  or
more  that  is not a Foreign Subsidiary (each, a "Pledged  Domestic
Issuer"); and

           WHEREAS,  the Pledged Shares identified on  Schedule  II
hereto (and any addenda thereto) represent all of the capital stock
or  other  equity  securities  (other  than  the  Excluded  Foreign
Portion)  of  each Foreign Subsidiary identified thereon  (each,  a
"Pledged Foreign Issuer); and

           WHEREAS,  the Pledged Shares identified on Schedule  III
hereto  (and any addenda thereto) represent all right,  title,  and
interest  of Borrower in and to all of the capital stock  or  other
equity interests underlying the Permitted Toehold Investments  (the
issuers  thereof being the "Pledged Toehold Issuers";  the  Pledged
Domestic  Issuers,  the Pledged Foreign Issuers,  and  the  Pledged
Toehold Issuers being, collectively, the "Issuers"); and

           WHEREAS,  it  is a condition precedent  under  the  Loan
Agreement to the making of the Advances and the Term Loan  and  the
issuance of Letters of Credit that the Pledgors shall have made the
pledge contemplated by this Agreement;

           NOW, THEREFORE, in consideration of the premises and  to
induce Foothill to make the Advances and the Term Loan and to cause
the  issuance of the Letters of Credit, each Pledgor hereby  agrees
with Foothill as follows:

           SECTION  l.     Pledge.  Each Pledgor hereby pledges  to
Foothill,  and grants to Foothill a security interest  in,  all  of
such  Pledgor's right, title, and interest in and to the  following
(the "Pledged Collateral"):

                (i)   all of the Pledged Shares;

                (ii)  all  additional  shares  of  stock  or  other
     securities  of any Issuer of the Pledged Shares from  time  to
     time  acquired by such Pledgor in any manner (any such  shares
     being  "Additional  Shares");  provided,  however,  that  with
     respect  to  any Pledged Domestic Issuer, any such  Additional
     Shares  shall  not  include  the  Excluded  Equity  Interests;
     provided  further  that with respect to  any  Pledged  Foreign
     Issuer,  any  such  Additional Shares shall  not  include  the
     Excluded Foreign Portion thereof;

               (iii)  the certificates (if any) representing the
     shares referred to in clauses (i) and (ii) above; and

                (iv)  all  dividends, cash, instruments  and  other
     property  or proceeds, from time to time received,  receivable
     or  otherwise distributed in respect of or in exchange for any
     or all of the Pledged Shares and/or Additional Shares.

           SECTION 2.     Security for Obligations.  This Agreement
secures,  and the Pledged Collateral is security for, the full  and
prompt payment by Borrower when due (whether at stated maturity, by
acceleration or otherwise) of, and the performance by Borrower  of,
the  Obligations, whether now or hereafter existing and whether for
principal,   interest,  fees,  expenses  or  otherwise,   and   the
performance   by   each   Pledgor  of  its  obligations   hereunder
(collectively, the "Secured Obligations").

           SECTION 3.     Delivery of Pledged Collateral.   Subject
to  Section 4.1 and Section 4.2 of the Loan Agreement and  only  to
the  extent  any  such certificates or instruments exist:  (a)  all
certificates or instruments representing or evidencing the  Pledged
Collateral  shall  be delivered to and held  by  or  on  behalf  of
Foothill pursuant hereto (and, in the case of Pledged Shares issued
by   any  Pledged  Foreign  Issuer,  to  the  extent  permitted  by
applicable foreign law) and shall be in suitable form for  transfer
by  delivery, or shall be accompanied by duly executed  instruments
of  transfer  or  assignment in blank, all in  form  and  substance
satisfactory to Foothill; (b) during any Triggering Event, Foothill
shall  have  the right to the extent permitted under any applicable
law,  at  any  time  in its discretion and without  notice  to  any
Pledgor,  to transfer to or to register in its name or in the  name
of  any  of its nominees any or all of the Pledged Collateral;  (c)
Foothill  shall have the right at any time to exchange certificates
representing  or  evidencing  any of  the  Pledged  Collateral  for
certificates  of smaller or larger denominations; and (d)  Foothill
acknowledges and agrees that, in the case of Pledged Shares  issued
by  any Pledged Foreign Issuer, any Pledgor may deliver to Foothill
one  or  more single certificates representing both Pledged  Shares
and  shares  which  are  not  pledged or  required  to  be  pledged
hereunder  (the  "Unpledged Shares") and that, upon  any  Pledgor's
written  request,  Foothill shall cooperate with  such  Pledgor  to
permit   the  exchange  of  certificates  of  smaller   or   larger
denominations  and shall return to, or permit to  be  retained  by,
such   Pledgor  certificates  representing  any  Unpledged  Shares;
provided,  however,  that (i) Foothill shall not  be  obligated  to
relinquish  possession of any certificates representing (either  in
whole  or  in part) Pledged Shares if in the reasonable opinion  of
Foothill such action would cause the Lien of Foothill with  respect
to  such  Pledged Shares to cease to be perfected, and (ii)  in  no
event  shall such Pledgor be entitled to the return of certificates
representing more than the Excluded Foreign Portion of any  Pledged
Foreign Issuer.

           SECTION  4.      Representations and  Warranties.   Each
Pledgor makes the following representations:

           (a)   As of the date that the applicable Pledged  Shares
are  pledged  hereunder,  the Pledged Shares  (i)  have  been  duly
authorized  and  validly  issued; (ii)  are  fully  paid  and  non-
assessable;  and  (iii)  constitute  (x)  all  of  the  issued  and
outstanding  capital stock and other equity securities (other  than
Excluded Equity Interests) of each Pledged Domestic Issuer, (y) all
of  the  issued  and  outstanding capital stock  and  other  equity
securities  (other  than the Excluded Foreign Portion  thereof)  of
each Pledged Foreign Issuer, and (z) all right, title, and interest
of  Borrower  in  and to all of the capital stock or  other  equity
interests underlying the Permitted Toehold Investments (and, as  to
each  Pledged Toehold Issuer, representing the percentage indicated
on  Schedule  III  of  all of the capital stock  and  other  equity
interests issued by such Issuer).

           (b)   Such Pledgor is the legal and beneficial owner  of
the  Pledged  Collateral free and clear of  any  Lien,  except  for
Permitted Liens.

           (c)   Upon  compliance  with any  applicable  local  law
registration requirements, the pledge of the Pledged Shares  issued
by  each Pledged Domestic Issuer pursuant to this Agreement creates
a  valid,  perfected and first priority security interest  in  such
Pledged Collateral, in favor of Foothill.

           (d)   Subject  to Section 4.1 of the Loan Agreement  and
except  with  respect  to any Pledged Collateral  relating  to  any
Pledged  Foreign  Issuer, no consent, authorization,  approval,  or
other  action by, and no notice to or filing with, any Governmental
Authority is required either (i) for the pledge by such Pledgor  of
the  Pledged Collateral pursuant to this Agreement or for  the  due
execution,  delivery  or  performance of  this  Agreement  by  such
Pledgor,  or  (ii) for the exercise by Foothill of  the  voting  or
other  rights provided for in this Agreement or of the remedies  in
respect  of  the  Pledged Collateral pursuant  to  this  Agreement,
except as may be required in connection with the disposition of the
Pledged  Collateral  by laws affecting the  offering  and  sale  of
securities  generally or for any filings necessary to  comply  with
applicable local law registration requirements.


          SECTION 5.     Further Assurances, Etc.  (a) Each Pledgor
agrees  that  at any time and from time to time, at  the  cost  and
expense  of  such Pledgor, such Pledgor will promptly  execute  and
deliver all further instruments and documents, and take all further
action,  that  may be necessary or desirable, or that Foothill  may
reasonably  request,  in  order to perfect  and  protect  the  Lien
granted or purported to be granted hereby or to enable Foothill  to
exercise and enforce its rights and remedies hereunder with respect
to any Pledged Collateral.

           (b)   Each  Pledgor agrees to defend the  title  to  the
Pledged  Collateral  and the Lien thereon of Foothill  against  the
claim  of  any other Person and to maintain and preserve such  Lien
until indefeasible payment in full of all obligations.

          SECTION 6.     Voting Rights; Dividends; Etc.

           (a)   As long as no Event of Default shall have occurred
and  be continuing (and, in the case of subsection (a) (i) of  this
Section  6, as long as no notice thereof shall have been  given  by
Foothill to the Pledgors pursuant to subsection (b) hereof):

           (i)  Each Pledgor shall be entitled to exercise any  and
all  voting  and other consensual rights pertaining to the  Pledged
Collateral  or  any part thereof for any purpose  not  inconsistent
with  the  terms  of  this Agreement or any  other  Loan  Document;
provided,  however, that such Pledgor shall not exercise  or  shall
refrain  from  exercising  any such  right  if  such  action  could
reasonably be expected to result in a Material Adverse Change;

          (ii) Each Pledgor shall be entitled to receive and retain
(subject  to  any Lien thereon in favor of Foothill)  any  and  all
dividends   or  distributions  paid  in  respect  of  the   Pledged
Collateral, other than any and all:

                     (A)   dividends paid or payable other than  in
          cash  in  respect of, and instruments and other  property
          received, receivable or otherwise distributed in  respect
          of, or in exchange for, any Pledged Collateral,

                     (B)   dividends and other distributions paid or
          payable  in  cash  in respect of any  Pledged  Shares  or
          Additional Pledged Shares in connection with a partial or
          total liquidation or dissolution or in connection with  a
          reduction of capital, capital surplus or paid-in-surplus,
          and

                     (C)   cash   paid,  payable   or   otherwise
          distributed  in  redemption of, or in exchange  for,  any
          Pledged  Collateral,  all  of which  shall  be  forthwith
          delivered to Foothill for deposit in the Lockboxes in the
          manner  set  forth in the Loan Agreement, and  shall,  if
          received  by such Pledgor, be received in trust  for  the
          benefit  of  Foothill,  be  segregated  from  the   other
          property  or  funds  of such Pledgor,  and  be  forthwith
          delivered to Foothill for deposit in the Lockboxes in the
          same   form   as   so   received  (with   any   necessary
          endorsement); and

           (iii) Foothill shall execute and deliver (or cause to be
executed  and delivered) to any Pledgor all such proxies and  other
instruments as such Pledgor may reasonably request for the  purpose
of  enabling  such Pledgor to exercise the voting and other  rights
which  it  is entitled to exercise pursuant to paragraph (i)  above
and  to  receive  the  dividends  or  distributions  which  it   is
authorized to receive and retain pursuant to paragraph (ii) above.

          (b)  Upon the occurrence and during the continuance of an
Event of Default:

                     (i)    Upon notice by Foothill to any  Pledgor,
          all  rights  of such Pledgor to exercise the  voting  and
          other  consensual  rights which  it  would  otherwise  be
          entitled  to exercise pursuant to Section 6(a) (i)  above
          shall  cease, and all such rights shall thereupon  become
          vested  in  Foothill who shall thereupon  have  the  sole
          right  to  exercise  such  voting  and  other  consensual
          rights.

                     (ii)   All rights of any Pledgor to receive  the
          dividends  or  distributions which it would otherwise  be
          authorized to receive and retain pursuant to Section 6(a)
          (ii)  above  shall  cease,  and  all  such  rights  shall
          thereupon  become vested in Foothill who shall  thereupon
          have  the  sole  right  to receive and  hold  as  Pledged
          Collateral such dividends or distributions for deposit in
          the Lockboxes.

                     (iii)  All dividends or distributions which
          are received by any Pledgor contrary to the provisions of
          paragraph (ii) of this Section 6(b) shall be received  in
          trust  for  the benefit of Foothill, shall be  segregated
          from other property or funds of such Pledgor and shall be
          forthwith  delivered  to  Foothill  for  deposit  in  the
          Lockboxes  in  the  same form as so  received  (with  any
          necessary endorsement).

                    (iv)    Each Pledgor shall, if necessary to permit
          Foothill to exercise the voting and other rights which it
          may  be  entitled to exercise pursuant to Section 6(b)(i)
          above  and  to  receive all dividends  and  distributions
          which  it  may  be  entitled  to  receive  under  Section
          6(b)(ii)  above,  execute and deliver to  Foothill,  from
          time  to  time  and  upon  written  notice  of  Foothill,
          appropriate proxies and other instruments as Foothill may
          reasonably request.  The foregoing shall not in  any  way
          limit Foothill's power and authority granted pursuant  to
          Section 8 hereof.

          SECTION 7.  Transfers and Other Liens; Additional Shares.
(a)  Each  Pledgor  agrees that it will not (i) sell  or  otherwise
dispose of, or grant any option or warrant with respect to, any  of
the  Pledged Collateral except as permitted by the Loan  Agreement,
or  (ii) create or permit to exist any Lien upon or with respect to
any of the Pledged Collateral, except for the Lien created pursuant
to this Agreement or Liens permitted pursuant to Section 7.2 of the
Loan Agreement.

           (b)   Each  Pledgor agrees that it will  (i)  except  as
permitted by the Loan Agreement, cause each Pledged Domestic Issuer
and  each Pledged Foreign Issuer of the Pledged Shares not to issue
any  shares of capital stock or other equity securities in addition
to  or  in substitution for the Pledged Shares (except for, in  the
case  of  Pledged Domestic Issuers, any Excluded Equity Interests),
(ii)  pledge hereunder, immediately upon its acquisition  (directly
or  indirectly) thereof, any and all Additional Shares,  and  (iii)
promptly  (and in any event within three Business Days) deliver  to
Foothill  a  Pledge Amendment, duly executed by  such  Pledgor,  in
substantially the form of Exhibit A hereto (a "Pledge  Amendment"),
in respect of the Additional Shares, together with all certificates
or  other  instruments representing or evidencing the  same.   Each
Pledgor  hereby  (i)  authorizes Foothill  to  attach  each  Pledge
Amendment  to this Pledge Agreement, (ii) agrees that  all  capital
stock  and  other equity securities listed on any Pledge  Amendment
delivered  to Foothill shall for all purposes hereunder  constitute
Pledged  Shares,  and  (iii) is deemed  to  have  made,  upon  such
delivery, the representations and warranties contained in Section 4
hereof with respect to such Pledged Collateral.

           SECTION  8.     Foothill Appointed Attorney-in-Fact  and
Proxy.    Subject   to  Section  6  hereof,  each  Pledgor   hereby
irrevocably  constitutes and appoints Foothill and any  officer  or
agent  thereof, with full power of substitution, as  its  true  and
lawful  attorney-in-fact and proxy with full irrevocable power  and
authority in the place and stead of such Pledgor and in the name of
such  Pledgor  or in its own name, from time to time in  Foothill's
discretion,  for  the purpose of carrying out  the  terms  of  this
Agreement,  to take any and all appropriate action and  to  execute
and  deliver  any and all documents and instruments which  Foothill
may  deem necessary or advisable to accomplish the purposes of this
Agreement,  and, without limiting the generality of the  foregoing,
hereby  gives  Foothill  the power and right,  on  behalf  of  such
Pledgor, upon the occurrence and during the continuance of an Event
of  Default,  to receive, indorse and collect all instruments  made
payable  to  such Pledgor representing any dividend or distribution
in  respect of the Pledged Collateral or any part thereof, to  give
full  discharge for the same, and to vote or grant any  consent  in
respect  of  the Pledged Shares authorized by Section 6(b)  hereof.
Each  Pledgor hereby ratifies, to the extent permitted by law,  all
that  any  said attorney shall lawfully do or cause to be  done  by
virtue  hereof.   This power, being coupled with  an  interest,  is
irrevocable  until,  and shall automatically  terminate  upon,  the
termination of this Agreement pursuant to Section 17.

           SECTION  9.    Foothill May Perform.  If  any  Pledgor
fails  to  perform  any  agreement contained herein,  Foothill  may
itself  perform, or cause performance of, such agreement,  and  the
expenses  of  Foothill incurred in connection  therewith  shall  be
payable  by  such  Pledgor under Section 12 hereof  and  constitute
Obligations secured hereby.

          SECTION 10.    Reasonable Care.  Foothill shall be deemed
to  have  exercised reasonable care in the custody and preservation
of  the  Pledged  Collateral  in  its  possession  if  the  Pledged
Collateral is accorded treatment substantially equal to that  which
Foothill  accords  its  own  property,  it  being  understood  that
Foothill shall not have any responsibility for (i) ascertaining  or
taking  action  with  respect  to  calls,  conversions,  exchanges,
maturities,  tenders  or  other matters  relative  to  any  Pledged
Collateral,  whether  or not Foothill has  or  is  deemed  to  have
knowledge of any such matter, or (ii) taking any necessary steps to
preserve  rights  against any Person with respect  to  any  Pledged
Collateral.

           SECTION  11.    Remedies upon Default.  If any Event  of
Default shall have occurred and be continuing:

           (a)   Foothill  may exercise in respect of  the  Pledged
Collateral,  in addition to other rights and remedies provided  for
herein or otherwise available to it, all the rights and remedies of
a  secured  party  after  default  under  the  Code  or  any  other
applicable  law in effect in the State of California at that  time,
and  Foothill  may also, without notice except as specified  below,
sell  the  Pledged Collateral or any part thereof in  one  or  more
parcels at public or private sale, at any exchange, broker's  board
or  at any office of Foothill or elsewhere, for cash, on credit  or
for future delivery, and upon such other terms as Foothill may deem
commercially reasonable.  Each Pledgor agrees that, to  the  extent
notice  of sale shall be required by law, at least ten days' notice
to  such  Pledgor of the time and place of any public sale  or  the
time  after  which any private sale is to be made shall  constitute
reasonable notification.  Foothill shall not be obligated  to  make
any  sale of Pledged Collateral regardless of notice of sale having
been  given.  Foothill may adjourn any public or private sale  from
time  to time by announcement at the time and place fixed therefor,
and  such sale may, without further notice, be made at the time and
place to which it was so adjourned.  Each Pledgor hereby waives any
claims  against  Foothill arising by reason of the  fact  that  the
price at which any Pledged Collateral may have been sold at such  a
private sale was less than the price which might have been obtained
at a public sale, even if Foothill accepts the first offer received
and  does  not  offer  such Pledged Collateral  to  more  than  one
offeree.    With  respect  to  Pledged  Collateral  consisting   of
securities registered under the Securities Act of 1933, as  amended
(the  "Securities  Act"),  Foothill  will  comply  with  applicable
securities laws in connection with any foreclosure sale.

           (b)   Each Pledgor recognizes that by reason of  certain
prohibitions  contained in the Securities Act and applicable  state
securities  laws, Foothill may be compelled, with  respect  to  any
sale  of  all  or  any  part of the Pledged  Collateral,  to  limit
purchasers to those who will agree, among other things, to  acquire
such securities for their own account, for investment, and not with
a  view  to  the  distribution  or resale  thereof.   Each  Pledgor
acknowledges and agrees that any such sale may result in prices and
other  terms less favorable to the seller than if such sale were  a
public  sale  without  such restrictions and, notwithstanding  such
circumstances,  agrees that any such sale shall be deemed  to  have
been  made in a commercially reasonable manner.  Foothill shall  be
under  no  obligation  to delay the sale  of  any  of  the  Pledged
Collateral  for the period of time necessary to permit any  Pledgor
to  register  such securities for public sale under the  Securities
Act,  or  under  applicable state securities  laws,  even  if  such
Pledgor would agree to do so.

          (c)  If Foothill determines to exercise its right to sell
any  or  all of the Pledged Collateral, upon written request,  each
Pledgor  shall,  from time to time, furnish to  Foothill  all  such
information  as  Foothill may request in  order  to  determine  the
number  of  shares and other instruments included  in  the  Pledged
Collateral  which  may be sold by Foothill as  exempt  transactions
under  the Securities Act and rules of the Securities and  Exchange
Commission thereunder, as the same are from time to time in effect.

           SECTION 12.    Expenses.  Each Pledgor will, jointly and
severally,  upon demand pay to Foothill the amount of any  and  all
reasonable  expenses, including, without limitation, the reasonable
fees  and  expenses of Foothill's counsel and of  any  experts  and
agents,  which  Foothill  may  incur in  connection  with  (i)  the
administration of this Agreement, (ii) the custody or  preservation
of, sale of, collection from, or other realization upon, any of the
Pledged Collateral, (iii) the exercise or enforcement of any of the
rights  and remedies hereunder of Foothill, or (iv) the failure  by
any Pledgor to perform or observe any of the provisions hereof.

          SECTION 13.    Security Interest Absolute.  All rights of
Foothill  and  obligations  of  the  Pledgors  hereunder,  and  all
security interests created or granted hereby, shall be absolute and
unconditional irrespective of:

                     (i)  any lack of validity or enforceability of
          any  provision  of the Loan Agreement or any  other  Loan
          Document  or  any other agreement or instrument  relating
          thereto;

                    (ii)  any change in the time, manner or place of
          payment  of, or in any other term of, or any increase  in
          the amount of, all or any of the Secured Obligations,  or
          any  other  amendment or waiver of any term  of,  or  any
          consent  to  any departure from any requirement  of,  the
          Loan Agreement or any other Loan Document;

                     (iii)  any exchange, release or non-perfection
          of  any  Lien on any other collateral, or any release  or
          amendment  or waiver of any term of any guaranty  of,  or
          consent to departure from any requirement of any guaranty
          of, all or any of the Secured Obligations; or

                      (iv)   any  other  circumstance  which  might
          otherwise  constitute  a  defense  available  to,  or   a
          discharge of, Borrower or any Pledgor.

           SECTION 14.    Amendments, Etc.  No amendment or  waiver
of  any provision of this Agreement nor consent to any departure by
any  Pledgor  herefrom shall in any event be effective  unless  the
same  shall  be in writing and signed by Foothill and each  Pledgor
affected  thereby,  and  then  such  waiver  or  consent  shall  be
effective  only  in  the specific instance  and  for  the  specific
purpose for which given.

           SECTION  15.    Addresses for Notices.  All notices  and
other  communications provided for hereunder shall  be  in  writing
(including, without limitation, by telecopy) and mailed by  postage
prepaid  registered mail, return receipt requested,  telecopied  or
delivered  by hand, if to any Pledgor, in care of Borrower  and  in
the manner set forth in Section 12 of the Loan Agreement, and if to
Foothill,  in  the  manner set forth in  Section  12  of  the  Loan
Agreement.

           SECTION 16.    Continuing Security Interest; Transfer of
Obligations.   This  Pledge  Agreement shall  create  a  continuing
security interest in the Pledged Collateral and shall (i) remain in
full  force  and  effect until the termination  of  this  Agreement
pursuant  to  Section 17, (ii) be binding upon  each  Pledgor,  its
successors  and assigns, and (iii) inure, together with the  rights
and  remedies  of  Foothill hereunder, to the  benefit  of  and  be
enforceable  by  Foothill  and  its  successors,  transferees   and
assigns.

           SECTION  17.    Termination of Security Interest.   This
Agreement,  and  the security interests created or granted  hereby,
shall  automatically terminate and be released on the date at which
(i)  the commitments of Foothill to extend credit to Borrower under
the  Loan Agreement have been irrevocably terminated, and (ii)  all
Secured  Obligations have been fully and finally paid in cash.   In
addition, upon any Asset Disposition by any Pledgor of any  of  the
Pledged Collateral to the extent permitted under the Loan Agreement
(and the application of the proceeds thereof, if any, in accordance
with  the  Loan  Agreement), Foothill shall  release  the  security
interest  created  or  granted hereby in  respect  of  the  Pledged
Collateral  (but not the proceeds thereof) that is the  subject  of
such permitted Asset Disposition.  Upon any release of the security
interest created by this Agreement in any of the Pledged Collateral
pursuant  to this Section 17, Foothill (without recourse  upon,  or
any  representation  or  warranty whatsoever  by,  Foothill)  shall
promptly (i) return, transfer and deliver to the applicable Pledgor
all  certificates, instruments and other property held by  Foothill
pursuant to this Agreement representing or evidencing such  Pledged
Collateral  as  shall  not  have been  sold  or  otherwise  applied
pursuant  to  the  terms hereof, as the case may  be,  all  without
recourse  upon,  or  representation  or  warranty  whatsoever   by,
Foothill,  except  that the same shall be free  and  clear  of  any
claims, liens or encumbrances created by or in respect of Foothill,
and  at the cost and expense of such Pledgor, and (ii) execute  and
deliver  to each Pledgor (at the cost and expense of such  Pledgor)
such  instruments as may be reasonably requested  by  such  Pledgor
acknowledging the release of such security interest with respect to
such Pledged Collateral.

          SECTION 18.    Amendment of Governing Documents.  As soon
as  practicable and in any event within 90 days after  the  Closing
Date  (or,  if  later,  90 days after the date  that  such  Pledgor
becomes  a party to this Agreement) and to the extent permitted  by
applicable law, each Pledgor shall, and shall cause each applicable
Pledged Domestic Issuer or Pledged Foreign Issuer whose outstanding
common  stock  is  pledged  by it hereunder  to,  take  all  action
necessary  to  amend the governing documents of each  Issuer  where
such  governing  documents  restrict the  assignment  of  any  such
shares,  so  as to allow the enforcement by Foothill of its  rights
under this Agreement.

            SECTION  19.     Governing  Law;  Severability.    This
Agreement shall be governed by, and be construed and interpreted in
accordance  with,  the  law of the State of  California.   Wherever
possible, each provision of this Agreement shall be interpreted  in
such manner as to be effective and valid under applicable law,  but
if  any  provision  of  this Agreement shall be  prohibited  by  or
invalid  under applicable law, such provision shall be  ineffective
only  to  the extent of such prohibition or invalidity and  without
invalidating the remaining provisions of this Agreement.

          SECTION 20.    Waiver of Jury Trial.  Each Pledgor waives
any  right  it  may  have  to a trial by jury  in  respect  of  any
litigation  based  on, or arising out of, under  or  in  connection
with,  this Agreement or any other Loan Document, or any course  of
conduct,  course of dealing, verbal or written statement  or  other
action of any loan party or any secured party.

           SECTION  21.    Section Titles.  The Section titles contained
in  this  Agreement  are  and shall be without  substantive  meaning  or
content of any kind whatsoever and are not part of this Agreement.

          SECTION 22.    Waivers.

               (a)  To the maximum extent permitted by law, each Pledgor
hereby  waives:   (i) notice of acceptance hereof; (ii)  notice  of  any
loans or other financial accommodations made or extended under the  Loan
Agreement, or the creation or existence of any Obligations; (iii) notice
of  the amount of the Obligations, subject, however, to Section 2.10  of
the  Loan  Agreement and Pledgor's right to make inquiry of Foothill  to
ascertain  the  amount  of  the  Obligations  at  any  reasonable  time;
(iv) notice of any adverse change in the financial condition of Borrower
or  of any other fact that might increase such Pledgor's risk hereunder;
(v)  notice  of  presentment for payment, demand,  protest,  and  notice
thereof  as to any instrument among the Loan Documents; (vi)  notice  of
any  Default or Event of Default under the Loan Agreement; and (vii) all
other  notices  (except if such notice is specifically  required  to  be
given  to  such Pledgor under this Agreement) and demands to which  such
Pledgor might otherwise be entitled.

                (b)   To the fullest extent permitted by applicable law,
each  Pledgor  waives  the  right by statute  or  otherwise  to  require
Foothill to institute suit against Borrower or to exhaust any rights and
remedies which Foothill has or may have against Borrower.  Each  Pledgor
further waives any defense arising by reason of any disability or  other
defense  (other  than the defense that the Obligations shall  have  been
fully  and  finally indefeasibly paid) of Borrower or by reason  of  the
cessation  from  any cause (other than that the Obligations  shall  have
been fully and finally indefeasibly paid) whatsoever of the liability of
Borrower in respect thereof.

               (c)   To the maximum extent permitted by law, each Pledgor
hereby  waives:  (i) any rights to assert against Foothill  any  defense
(legal or equitable), set-off, counterclaim, or claim which such Pledgor
may  now  or  at any time hereafter have against Borrower or  any  other
party  liable  to  Foothill  on  account  of  or  with  respect  to  the
Obligations; (ii) any defense, set-off, counterclaim, or claim,  of  any
kind  or  nature,  arising directly or indirectly from  the  present  or
future  sufficiency,  validity, or enforceability  of  the  Obligations;
(iii)  any defense arising by reason of any claim or defense based  upon
an election of remedies by Foothill including, to the extent applicable,
the  provisions  of   580d  and  726 of the  California  Code  of  Civil
Procedure,  or  any similar law of California or any other jurisdiction;
(iv)  the  benefit of any statute of limitations affecting any Pledgor's
liability hereunder or the enforcement thereof.

               (d)   To the maximum extent permitted by law, each Pledgor
hereby waives any right of subrogation that such Pledgor has or may have
as  against  any  other  Pledgor with respect to  the  Obligations.   In
addition,  each Pledgor hereby waives any right to proceed  against  any
other   Pledgor,   now   or  hereafter,  for  contribution,   indemnity,
reimbursement,  or any other suretyship rights and claims  (irrespective
of  whether direct or indirect, liquidated or contingent), with  respect
to  the  Obligations.   Each Pledgor also hereby  waives  any  right  to
proceed  or to seek recourse against or with respect to any property  or
asset  of  any other Debtor.  As between any Pledgor and Foothill,  each
Pledgor  hereby agrees that, in light of the waivers contained  in  this
Section,  such Pledgor shall not be deemed to be a "creditor"  (as  that
term  is  defined  in  the Bankruptcy Code or otherwise)  of  any  other
Pledgor, whether for purposes of the application of Sections 547 or  550
of the United States Bankruptcy Code or otherwise.

               (e)   If any of the Secured Obligations at any time  are
secured by a mortgage or deed of trust upon real property, Foothill  may
elect,  in  its  sole  discretion, upon a default with  respect  to  the
Secured  Obligations,  to  foreclose such  mortgage  or  deed  of  trust
judicially  or nonjudicially in any manner permitted by law,  before  or
after  enforcing  this Agreement, without diminishing or  affecting  the
liability of any Pledgor hereunder.  Each Pledgor understands  that  (i)
by virtue of the operation of California's antideficiency law applicable
to  nonjudicial  foreclosures, an election by Foothill nonjudicially  to
foreclose  such  a  mortgage or deed of trust probably  would  have  the
effect  of impairing or destroying rights of subrogation, reimbursement,
contribution,  or  indemnity  of  such  Pledgor  against   Borrower   or
guarantors or sureties, and (ii) absent the waiver given by such Pledgor
herein,  such  an  election  might estop Foothill  from  enforcing  this
Agreement  against  such  Pledgor.   Understanding  the  foregoing,  and
understanding that each Pledgor is hereby relinquishing a defense to the
enforceability of this Agreement, each Pledgor hereby waives  any  right
to  assert  against  Foothill any defense to  the  enforcement  of  this
Agreement,  whether  denominated "estoppel" or otherwise,  based  on  or
arising from an election by Foothill nonjudicially to foreclose any such
mortgage or deed of trust.  Each Pledgor understands that the effect  of
the  foregoing  waiver  may  be that such  Pledgor  may  have  liability
hereunder  for amounts with respect to which such Pledgor  may  be  left
without rights of subrogation, reimbursement, contribution, or indemnity
against  Borrower or guarantors or sureties.  Each Pledgor  also  agrees
that  the  "fair  market  value"  provisions  of  Section  580a  of  the
California  Code  of  Civil Procedure shall have no  applicability  with
respect  to  the  determination of such Pledgor's liability  under  this
Agreement.

                (f)  WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER
OR  OTHER  PROVISION  SET FORTH IN THIS AGREEMENT, EACH  PLEDGOR  HEREBY
WAIVES,  TO THE MAXIMUM EXTENT SUCH WAIVER IS PERMITTED BY LAW, ANY  AND
ALL  DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE  OR  MORE  OF
CALIFORNIA  CIVIL CODE  2808, 2809, 2810, 2815, 2819, 2820, 2821,  2838,
2839,  2845, 2848, 2849, AND 2850, TO THE EXTENT APPLICABLE,  CALIFORNIA
CODE  OF CIVIL PROCEDURE  580a, 580b, 580c, 580d, AND 726, AND,  TO  THE
EXTENT APPLICABLE, CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE.

             [remainder of page intentionally left blank]
                (g)  WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER
OR  OTHER  PROVISION  SET FORTH IN THIS AGREEMENT, EACH  PLEDGOR  HEREBY
WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY
FOOTHILL,  EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A  NONJUDICIAL
FORECLOSURE  WITH  RESPECT  TO SECURITY FOR A  SECURED  OBLIGATION,  HAS
DESTROYED SUCH PLEDGOR'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST
THE  PRINCIPAL  BY THE OPERATION OF SECTION 580d OF THE  CODE  OF  CIVIL
PROCEDURE OR OTHERWISE.

             [remainder of page intentionally left blank]

           IN WITNESS WHEREOF, each Pledgor has caused this Agreement to
be  duly  executed and delivered by its duly authorized officer  on  the
date first above written.


                                   INTERGRAPH CORPORATION


                                   By:
                                      -------------------------
                                      Name:
                                      Title:


                                   INTERGRAPH DELAWARE, INC.



                                   By:
                                      -------------------------
                                      Name:
                                      Title:

                                   M&S COMPUTING INVESTMENTS, INC.



                                   By:
                                      -------------------------
                                      Name:
                                      Title:

Accepted and Acknowledged:

FOOTHILL CAPITAL CORPORATION


By:
   -------------------------
   Name:
   Title:


                                             EXHIBIT A

                                          PLEDGE AMENDMENT


                   This Pledge Amendment, dated ____________, 19___, 
is delivered pursuant to Section 7 of the Pledge Agreement referred 
to below.  [If this Pledge Amendment is being executed and delivered by
a new Pledgor: The undersigned hereby acknowledges each and all of the
provisions of the Pledge Agreement and joins in and agrees to be bound thereby
as a Pledgor, mutatis mutandis.]  The undersigned hereby agrees that: (a) this
Pledge Amendment may be attached to the Pledge Agreement, dated as of December
20, 1996, between the Pledgors referred to therein and Foothill Capital
Corporation; and (b) that the capital stock and other equity securities listed
on this Pledge Amendment shall be and become part of the Pledged Collateral
referred to in the Pledge Agreement and Schedule [I / II / III] thereto and
shall secure all Secured Obligations.  The terms defined in the Pledge Agreement
or Loan Agreement are used herein as therein defined.

                                                            [NAME OF PLEDGOR]


                                                            By:___________
                                        Name:
                                        Title:

Pledgor  Issuer  Number  Class   Certif-   Former       Pledgor's  Jurisdiction
                 of              icate     Name, if     Percentage of
                 Shares          Number(s) any, in      Ownership  Organization
                                           which        of Total
                                           Certificate  Issued and
                                           Issued       Outstanding
                                                        represented
                                                        by Pledged
                                                        Shares
                                                                               
                                                                               
                                             SCHEDULE I



                                 Pledged Shares (Domestic Issuers)


                                          [TO BE ATTACHED]



                                            SCHEDULE II



                                  Pledged Shares (Foreign Issuers)


                                          [TO BE ATTACHED]


<TABLE>


                                  Schedule III
                                        
                    Pledged Shares (Pledged Toehold Issurers)
<CAPTION>

Pledgor Pledged Toehold   Number of  Class Certificate Former       Pledgor's          Jurisdiction
        Issuer            Shares           Number(s)   Name, if     Percentage         of
                                                       any, in      Ownership of       Organization
                                                       which        Total Issued and
                                                       Certificate  Outstanding
                                                       Issued       represented by
                                                                    Pledged Shares
<S>     <S>               <S>        <S>   <S>         <S>          <S>                <S>
NONE    NONE              NONE       n/a   n/a         n/a          n/a                n/a
</TABLE>


<TABLE>

                                   Schedule I
                                        
                    Domestic Direct and Indirect Subsidiaries
                                        
                                 Pledged Shares
<CAPTION>
Pledgor       Pledged           Number Class  Certificate Former      Pledgor's Percentage Jurisdiction of
              Domestic          of            Number(s)   Name, if    Ownership of Total   Organization 
              Issuer            Shares                    any, in     Issued and 
                                                          which       Outstanding 
                                                          Certificate Represented by 
                                                          Issued      Pledged Shares
 
<S>           <S>               <S>    <S>    <S>         <S>         <S>                  <S>
--------------------------------------------------------------------------------------------------------------
Intergraph    Intergraph        1,000  Common 1                       100%                 Delaware
Corporation   Delaware, Inc.
--------------------------------------------------------------------------------------------------------------
Intergraph    M&S Computing     1,000  Common 6                       100%                 Delaware
Corporation   Investments, Inc.
--------------------------------------------------------------------------------------------------------------
Intergraph    InterCAP Graphics 1,000  Common 3                       100%                 Delaware
Corporation   Systems, Inc.
--------------------------------------------------------------------------------------------------------------
Intergraph    Bestinfo, Inc.    1,000  Common C19                     100%                 Delaware
Corporation
--------------------------------------------------------------------------------------------------------------
Intergraph    Intergraph Asia   1,000  Common 1                       100%                 Delaware
Corporation   Pacific, Inc.
--------------------------------------------------------------------------------------------------------------
Intergraph    Veribest, Inc. ** 1,000  Common 1           Intergraph  100%                 Delaware
Corporation                                               Electronics
                                                          Holdings, 
                                                          Inc.
--------------------------------------------------------------------------------------------------------------
Intergraph    Intergraph        1,000  Common 1                       100%                 Delaware
Corporation   Services Company, 
              Inc.
--------------------------------------------------------------------------------------------------------------
Intergraph    Intergraph DISC,  3,000  Common 1                       100%                 Delaware
Delaware,     Inc.
Inc.
--------------------------------------------------------------------------------------------------------------
Intergraph    International     1,000  Common 1                       100%                 Delaware
Corporation   Public Safety,
              Inc.**
--------------------------------------------------------------------------------------------------------------
Intergraph    Intergraph China, 1,000  Common 1                       100%                 Delaware
Corporation   Inc.
--------------------------------------------------------------------------------------------------------------
M&S Computing Worldwide         1,000  Common 1           Intergraph  100%                 Delaware
Investments,  Services, Inc.                              Europe, Inc.
Inc.
--------------------------------------------------------------------------------------------------------------
Intergraph    Intergraph        1,000  Common 1                       100%                 Delaware
Corporation   Express, Inc.
--------------------------------------------------------------------------------------------------------------
</TABLE>
**  Employees and directors of each Company have been granted stock options for
common shares of stock in each respective Company.


<TABLE>
                                   Schedule II
                                        
                    Foreign Direct and Indirect Subsidiaries
                                        
                                 Pledged Shares

<CAPTION>
Pledgor        Pledged Foreign    Number    Class    Certificate  Former      Pledgor's      Jurisdiction
               Issuer             of                 Numbers(s)   Name, if    Percentage     of Organization
                                  Shares                          any, in     Ownership of   
                                                                  which       Total Issued   
                                                                  Certificate and
                                                                  Issued      Outstanding
                                                                              Represented
                                                                              by Pledged
                                                                              Shares
<S>            <S>                <S>       <S>       <S>         <S>         <S>            <S>
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph Canada  25,000    Class A   AC-20                   All but        Canada
Corporation    Ltd.                         Voting                            Excluded
                                            Common                            Foreign 
                                                                              Portion   
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph Canada  739,051   Class B   BC-150                  All but        Canada
Corporation    Ltd.                         Non-                              Excluded
                                            Voting                            Portion
                                            Common
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph (UK),   2,799,000 Capital   1                       All but        England
Corporation    Ltd.                         Stock                             Excluded 
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
M&S Computing  Intergraph (UK),   1         Capital                           All but        England
Investments,   Ltd.                         Stock                             Excluded       
Inc.                                                                          Portion
---------------------------------------------------------------------------------------------------------------
Intergraph DC  Intergraph (UK),   100,000   Capital                           All but        England
Corporation -  Ltd.                         Stock                             Excluded
Subsidiary 3                                                                  Portion
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph Hong    3,353,999 Ordinary  5                       All but        Hong Kong
Corporation    Kong Limited                                                   Excluded
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
M&S Computing  Intergraph Hong    1         Ordinary                          All but        Hong Kong
Investments,   Kong Limited                                                   Excluded
Inc.                                                                          Portion
---------------------------------------------------------------------------------------------------------------
M&S Computing  Intergraph         30,595    Common    1,2,3,4                 All but        Spain
Investments,   Espana, S.A.                                                   Excluded
Inc.                                                                          Foreign
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph         2,156     Common                            All but        Spain
Corporation    Espana, S.A.                                                   Excluded
                                                                              Foreign
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph         100       Common    001-100                 All but        Sweden
Corporation    (Sverige) AB       100       Common    101-200                 Excluded
                                  100       Common    201-300                 Foreign
                                  100       Common    301-400                 Portion
                                  100       Common    401-500
                                  4,500     Common    501-5000
                                  150,000   Common    5001-
                                                      155000
---------------------------------------------------------------------------------------------------------------
M&S Computing  Intergraph         260       Common    6                       All but        Switzerland
Investments,   (Switzerland) AG                                               Excluded
Inc.                                                                          Foreign
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph Virgin  1,000     Common    2                       All but        United
Delaware,      Islands                                                        Excluded       States
Inc.           Corporation                                                    Foreign        Virgin
                                                                              Portion        Islands
---------------------------------------------------------------------------------------------------------------
M&S Computing  Intergraph France  279,994   Common                            All but        France
Investments,   SA                                                             Excluded
Inc.                                                                          Foreign
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
Intergraph DC  Intergraph France  11,000    Common                            All but        France
Corporation -  SA                                                             Excluded
Subsidiary 3                                                                  Foreign
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph France  1         Common                            All but        France
Corporation    SA                                                             Excluded
                                                                              Foreign
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph         N/A       N/A       N/A                     All but        Germany
Corporation    Holding GmbH                                                   Excluded
                                                                              Foreign
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph         5,350     Common    1,874-                  All but        The
Corporation    Benelux B.V.                           5,350                   Excluded       Netherlands
                                                                              Foreign        
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph Saudi   1,125     Common                            All but        Saudi
Corporation    Arabia, Ltd.                                                   Excluded       Arabia
               (a/k/a Saudi                                                   Foreign
               Arabian                                                        Portion
               Intergraph Ltd. )
---------------------------------------------------------------------------------------------------------------
M&S Computing  Intergraph         4,889,610 Common    8                       All but        Singapore
Investments,   Systems Singapore                                              Excluded
Inc.           Pte Ltd.                                                       Foreign
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph         49,390    Common                            All but        Singapore
Corporation    Systems Singapore                                              Excluded
               Pte Ltd.                                                       Foreign
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph Japan   1,065     Common                            All but        Japan
Corporation    K.K.                                                           Excluded
                                                                              Foreign
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
Intergraph     Intergraph Korea,  591,482                                     All but        South Korea
Corporation    Ltd.                                                           Excluded
                                                                              Foreign
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
M&S Computing  Intergraph         9,500                                       All but        Finland
Investments,   Finland, Oy                                                    Excluded
Inc.                                                                          Foreign
                                                                              Portion
---------------------------------------------------------------------------------------------------------------
</TABLE>



                  TRADEMARK SECURITY AGREEMENT
                  ----------------------------

          This TRADEMARK SECURITY AGREEMENT (this "Agreement"),
dated as of December 20, 1996, is made by INTERGRAPH CORPORATION, a
Delaware corporation ("Debtor"), in favor of FOOTHILL CAPITAL
CORPORATION, a California corporation ("Secured Party").

     RECITALS
     --------

          A.  Debtor and Secured Party have entered into that certain
Loan and Security Agreement, dated as of even date herewith (as
amended, restated, modified, renewed or extended from time to time,
the "Loan Agreement"), pursuant to which Secured Party has agreed
to make certain financial accommodations to Debtor, and Debtor has
granted to Secured Party a security interest in (among other
things) certain of Debtor's general intangibles.

          B.  Pursuant to the Loan Agreement and as one of the
conditions precedent to the obligations of Secured Party under the
Loan Agreement, Debtor has agreed to execute and deliver this
Agreement to Secured Party for filing with the United States Patent
and Trademark Office and with any other relevant recording systems
in any domestic or foreign jurisdiction, and as further evidence of
and to effectuate Secured Party's existing security interests in
the trademarks and other general intangibles described herein.

     ASSIGNMENT
     ----------

          NOW, THEREFORE, for valuable consideration, the receipt
and adequacy of which is hereby acknowledged, Debtor hereby agrees
in favor of Secured Party as follows:

          II.       Definitions; Interpretation.

               A.  Certain Defined Terms.  As used in this Agreement, the
following terms shall have the following meanings:

          "Event of Default" shall have the meaning ascribed
thereto in the Loan Agreement.

          "Lien" means any pledge, security interest, assignment,
charge or encumbrance, lien (statutory or other), or other prefer
ential arrangement (including any agreement to give any security
interest).

          "Proceeds" means whatever is receivable or received from
or upon the sale, lease, license, collection, use, exchange or
other disposition, whether voluntary or involuntary, of any
Trademark Collateral, including "proceeds" as defined at California
UCC Section 9306, all insurance proceeds and all proceeds of
proceeds.  Proceeds shall include (i) any and all accounts, chattel
paper, instruments, general intangibles, cash and other proceeds,
payable to or for the account of Debtor, from time to time in
respect of any of the Trademark Collateral, (ii) any and all
proceeds of any insurance, indemnity, warranty or guaranty payable
to or for the account of Debtor from time to time with respect to
any of the Trademark Collateral, (iii) any and all claims and
payments (in any form whatsoever) made or due and payable to Debtor
from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the
Trademark Collateral by any Person acting under color of
governmental authority, and (iv) any and all other amounts from
time to time paid or payable under or in connection with any of the
Trademark Collateral or for or on account of any damage or injury
to or conversion of any Trademark Collateral by any Person.

          "PTO" means the United States Patent and Trademark Office
and any successor thereto.

          "Secured Obligations" means all liabilities, obligations,
or undertakings owing by Debtor to Secured Party of any kind or
description arising out of or outstanding under, advanced or issued
pursuant to, or evidenced by the Loan Agreement, the other Loan
Documents, or this Agreement, irrespective of whether for the
payment of money, whether direct or indirect, absolute or
contingent, due or to become due, voluntary or involuntary, whether
now existing or hereafter arising, and including all interest
(including interest that accrues after the filing of a case under
the Bankruptcy Code) and any and all costs, fees (including
attorneys fees), and expenses which Debtor is required to pay
pursuant to any of the foregoing, by law, or otherwise.

          "Trademark Collateral" has the meaning set forth in Sec
tion 2.

          "Trademarks" has the meaning set forth in Section 2.

          "UCC" means the Uniform Commercial Code as in effect from
time to time in the State of California.

          "United States" and "U.S." each mean the United States of
America.

               B.  Terms Defined in UCC.  Where applicable and except as
otherwise defined herein, terms used in this Agreement shall have
the meanings assigned to them in the UCC.

               C.  Interpretation.  In this Agreement, except to the extent
the context otherwise requires:

                    (i) Any reference to a Section or a Schedule
     is a reference to a section hereof, or a schedule hereto,
     respectively, and to a subsection or a clause is, unless
     otherwise stated, a reference to a subsection or a clause of
     the Section or subsection in which the reference appears.

                    (ii) The words "hereof," "herein," "hereto,"
     "hereunder" and the like mean and refer to this Agreement as a
     whole and not merely to the specific Section, subsection,
     paragraph or clause in which the respective word appears.

                    (iii) The meaning of defined terms shall be
     equally applicable to both the singular and plural forms of
     the terms defined.

                    (iv) The words "including," "includes" and
     "include" shall be deemed to be followed by the words "without
     limitation."

                    (v) References to agreements and other
     contractual instruments shall be deemed to include all
     subsequent amendments and other modifications thereto.

                    (vi) References to statutes or regulations are
     to be construed as including all statutory and regulatory
     provisions consolidating, amending or replacing the statute or
     regulation referred to.

                    (vii) Any captions and headings are for con-
     venience of reference only and shall not affect the
     construction of this Agreement.

                    (viii) Capitalized words not otherwise
     defined herein shall have the respective meanings assigned to
     them in the Loan Agreement.

                    (ix) In the event of a direct conflict between
the terms and provisions of this Agreement and the Loan Agreement,
it is the intention of the parties hereto that both such documents
shall be read together and construed, to the fullest extent
possible, to be in concert with each other.  In the event of any
actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of the Loan Agreement shall
control and govern; provided, however, that the inclusion herein of
additional obligations on the part of Debtor and supplemental
rights and remedies in favor of Secured Party (whether under
California law or applicable federal law), in each case in respect
of the Trademark Collateral, shall not be deemed a conflict in the
Loan Agreement.

          III.      Security Interest.
                    -----------------
  
               A.  Assignment and Grant of Security Interest.  To secure the
Secured Obligations, Debtor hereby grants, assigns, transfers and
conveys to Secured Party a continuing security interest in all of
Debtor's right, title and interest in and to the following
property, whether now existing or hereafter acquired or arising and
whether registered or unregistered (collectively, the "Trademark
Collateral"):

                    (i) all state (including common law), federal and foreign
     trademarks, service marks and trade names, corporate names, company
     names, business names, fictitious business names, trade styles,
     trade dress, logos, other source or business identifiers, designs
     and general intangibles of like nature, now existing or hereafter
     adopted or acquired, together with and including all licenses
     therefor held by Debtor, and all registrations and recordings
     thereof, and all applications filed or to be filed in connection
     therewith, including registrations and applications in the PTO, any
     State of the United States or any other country or any political
     subdivision thereof, and all extensions or renewals thereof,
     including without limitation any of the foregoing identified on
     Schedule A hereto (as the same may be amended, modified or
     supplemented from time to time), and the right (but not the
     obligation) to register claims under any state or federal trademark
     law or regulation or any trademark law or regulation of any foreign
     country and to apply for, renew and extend any of the same, to sue
     or bring opposition or cancellation proceedings in the name of
     Debtor or in the name of Secured Party for past, present or future
     infringement or unconsented use thereof, and all rights arising
     therefrom throughout the world (collectively, the "Trademarks");

               (ii) all claims, causes of action and rights to sue for past,
     present or future infringement or unconsented use of any Trademarks
     and all rights arising therefrom and pertaining thereto;

               (iii) all general intangibles related to or arising out of
     any of the Trademarks and all the goodwill of Debtor's business
     symbolized by the Trademarks or associated therewith; and

               (iv) all products and Proceeds of any and all of the foregoing.

               B.  Certain Exclusions from Grant of Security Interest.
Anything in this Agreement and the other Loan Documents to the
contrary notwithstanding, the foregoing grant, assignment,
transfer, and conveyance of a security interest shall not extend
to, and the term "Trademark Collateral" shall not include, any item
of Trademark Collateral described in Section 2(a) above that is now
or hereafter held by Debtor as licensee or otherwise, solely in the
event and to the extent that: (i) as the proximate result of the
foregoing grant, assignment, transfer, or conveyance of a security
interest, Debtor's rights in or with respect to such item of
Trademark Collateral would be forfeited or would become void,
voidable, terminable, or revocable, or if Debtor would be deemed to
have breached, violated, or defaulted the underlying license or
other agreement that governs such item of Trademark Collateral
pursuant to the restrictions in the underlying license or other
agreement that governs such item of Trademark Collateral; (ii) any
such restriction shall be effective and enforceable under
applicable law, including Section 9318(4) of the Code; and (iii)
any such forfeiture, voidness, voidability, terminability,
revocability, breach, violation, or default cannot be remedied by
Debtor using its best efforts (but without any obligation to make
any material expenditures of money or to commence legal
proceedings); provided, however, that the foregoing grant,
assignment, transfer, and conveyance of security interest shall
extend to, and the term "Trademark Collateral" shall include, (y)
any and all Proceeds of such item of Trademark Collateral to the
extent that the assignment or encumbering of such Proceeds is not
so restricted, and (z) upon any such licensor or other applicable
party's consent with respect to any such otherwise excluded item of
Trademark Collateral being obtained, thereafter such item of
Trademark Collateral as well as any Proceeds thereof that might
theretofore have been excluded from such grant, assignment,
transfer, and conveyance of a security interest and the term
"Trademark Collateral."

               C.  Continuing Security Interest.  Debtor agrees that this
Agreement shall create a continuing security interest in the
Trademark Collateral which shall remain in effect until terminated
in accordance with Section 17.

               D.  Incorporation into Loan Agreement.  This Agreement shall
be fully incorporated into the Loan Agreement and all
understandings, agreements and provisions contained in the Loan
Agreement shall be fully incorporated into this Agreement.  Without
limiting the foregoing, the Trademark Collateral described in this
Agreement shall constitute part of the Collateral in the Loan
Agreement.

               E.  Licenses.   Anything in the Loan Agreement or this
Agreement to the contrary notwithstanding, Debtor may grant non-
exclusive licenses of the Trademark Collateral (subject to the
security interest (if any) of Secured Party therein) in the
ordinary course of business consistent with past practice.

          IV. Further Assurances; Appointment of Secured Party as Attorney-
in-Fact.  Debtor at its expense shall execute and deliver, or cause
to be executed and delivered, to Secured Party any and all
documents and instruments, in form and substance satisfactory to
Secured Party, and take any and all action, which Secured Party may
reasonably request from time to time, to perfect and continue
perfected, maintain the priority of or provide notice of Secured
Party's security interest in the Trademark Collateral and to
accomplish the purposes of this Agreement.  Secured Party shall
have the right, in the name of Debtor, or in the name of Secured
Party or otherwise, without notice to or assent by Debtor, and
Debtor hereby irrevocably constitutes and appoints Secured Party
(and any of Secured Party's officers or employees or agents
designated by Secured Party) as Debtor's true and lawful attorney-
in-fact with full power and authority, if Debtor refuses or fails
to do so timely, (i) to sign the name of Debtor on all or any of
such documents or instruments and perform all other acts that
Secured Party deems necessary or advisable in order to perfect or
continue perfected, maintain the priority or enforceability of or
provide notice of Secured Party's security interest in, the
Trademark Collateral, and (ii) to execute any and all other
documents and instruments, and to perform any and all acts and
things, for and on behalf of Debtor, which Secured Party reasonably
may deem necessary or advisable to maintain, preserve and protect
the Trademark Collateral and to accomplish the purposes of this
Agreement, including (A) after the occurrence and during the
continuance of any Event of Default, to defend, settle, adjust or
institute any action, suit or proceeding with respect to the
Trademark Collateral, (B) during a Triggering Event, to assert or
retain any rights under any license agreement for any of the
Trademark Collateral, and (C) after the occurrence and during the
continuance of any Event of Default, to execute any and all
applications, documents, papers and instruments for Secured Party
to use the Trademark Collateral, to grant or issue any exclusive or
non-exclusive license with respect to any Trademark Collateral, and
to assign, convey or otherwise transfer title in or dispose of the
Trademark Collateral.  The power of attorney set forth in this
Section 3, being coupled with an interest, is irrevocable so long
as this Agreement shall not have terminated in accordance with
Section 17.

          V. Representations and Warranties.  Debtor represents and
warrants to Secured Party as follows:

               A.  No Other Trademarks.  Schedule A sets forth, as of the
Closing Date, a true and correct list of all of the existing
Trademarks that are registered, or for which any application for
registration has been filed with the PTO or any corresponding or
similar trademark office of any other U.S. or foreign jurisdiction,
and that are owned or held (whether pursuant to a license or
otherwise) and used by Debtor.

               B.  Trademarks Subsisting.  Each of the Trademarks listed in
Schedule A is subsisting and has not been adjudged invalid or
unenforceable, in whole or in part, and, to the best of Debtor's
knowledge, each of the Trademarks is valid and enforceable.

               C.  Ownership of Trademark Collateral; No Violation.  (i)
Debtor has rights in and good and defensible title to the existing
Trademark Collateral, (ii) with respect to the Trademark Collateral
shown on Schedule A hereto as owned by it, Debtor is the sole and
exclusive owner thereof, free and clear of any Liens and rights of
others (other than the security interest created hereunder),
including licenses, registered user agreements and covenants by
Debtor not to sue third persons, and (iii) with respect to any
Trademarks for which Debtor is either a licensor or a licensee
pursuant to a license or licensee agreement regarding such
Trademark, each such license or licensing agreement is in full
force and effect, Debtor is not in default of any of its
obligations thereunder and, other than the parties to such licenses
or licensing agreements, no other Person has any rights in or to
any of the Trademark Collateral.  To the best of Debtor's
knowledge, the past, present and contemplated future use of the
Trademark Collateral by Debtor has not, does not and will not
infringe upon or violate any right, privilege or license agreement
of or with any other Person.

               D.  No Infringement.  To the best of Debtor's knowledge, no
material infringement or unauthorized use presently is being made
of any of the Trademark Collateral by any Person.

               E.  Powers.  Debtor has the unqualified right, power and
authority to pledge and to grant to Secured Party a security
interest in all of the Trademark Collateral pursuant to this
Agreement, and to execute, deliver and perform its obligations in
accordance with the terms of this Agreement, without the consent or
approval of any other Person except as already obtained.

          VI. Covenants.  So long as any of the Secured Obligations remain
unsatisfied, Debtor agrees that it will comply with all of the
covenants, terms and provisions of this Agreement, the Loan
Agreement and the other Loan Documents, and Debtor will promptly
give Secured Party written notice of the occurrence of any event
that could have a material adverse effect on any of the Trademarks
or the Trademark Collateral, including any petition under the
Bankruptcy Code filed by or against any licensor of any of the
Trademarks for which Debtor is a licensee.

          VII. Future Rights.  For so long as any of the Secured
Obligations shall remain outstanding, or, if earlier, until Secured
Party shall have released or terminated, in whole but not in part,
its interest in the Trademark Collateral, if and when Debtor shall
obtain rights to any new Trademarks, or any reissue, renewal or
extension of any Trademarks, the provisions of Section 2 shall
automatically apply thereto and Debtor shall give to Secured Party
prompt notice thereof.  Debtor shall do all things deemed necessary
or advisable by Secured Party to ensure the validity, perfection,
priority and enforceability of the security interests of Secured
Party in such future acquired Trademark Collateral.  In accordance
with Section 3 hereof, Debtor hereby authorizes Secured Party to
modify, amend or supplement the Schedules hereto and to re-execute
this Agreement from time to time on Debtor's behalf and as its
attorney-in-fact to include any future Trademarks which are or
become Trademark Collateral and to cause such re-executed Agreement
or such modified, amended or supplemented Schedules to be filed
with the PTO.

          VIII. Secured Party's Duties.  Notwithstanding any provision
contained in this Agreement, Secured Party shall have no duty to
exercise any of the rights, privileges or powers afforded to it and
shall not be responsible to Debtor or any other Person for any
failure to do so or delay in doing so.  Except for the accounting
for moneys actually received by Secured Party hereunder or in
connection herewith, Secured Party shall have no duty or liability
to exercise or preserve any rights, privileges or powers pertaining
to the Trademark Collateral.

          IX. Remedies.  From and after the occurrence and during the
continuation of an Event of Default, Secured Party shall have all
rights and remedies available to it under the Loan Agreement and
applicable law (which rights and remedies are cumulative) with
respect to the security interests in any of the Trademark
Collateral or any other Collateral.  Debtor agrees that such rights
and remedies include the right of Secured Party as a secured party
to sell or otherwise dispose of its Collateral after default,
pursuant to UCC Section 9504.  Debtor agrees that Secured Party
shall at all times have such royalty-free licenses, to the extent
permitted by law, for any Trademark Collateral that is reasonably
necessary to permit the exercise of any of Secured Party's rights
or remedies upon or after the occurrence of (and during the
continuance of) an Event of Default with respect to (among other
things) any tangible asset of Debtor in which Secured Party has a
security interest, including Secured Party's rights to sell
inventory, tooling or packaging which is acquired by Debtor (or its
successor, assignee or trustee in bankruptcy).  In addition to and
without limiting any of the foregoing, upon the occurrence and
during the continuance of an Event of Default, Secured Party shall
have the right but shall in no way be obligated to bring suit, or
to take such other action as Secured Party deems necessary or
advisable, in the name of Debtor or Secured Party, to enforce or
protect any of the Trademark Collateral, in which event Debtor
shall, at the request of Secured Party, do any and all lawful acts
and execute any and all documents required by Secured Party in aid
of such enforcement.  To the extent that Secured Party shall elect
not to bring suit to enforce such Trademark Collateral, Debtor
agrees to use all reasonable measures and its diligent efforts,
whether by action, suit, proceeding or otherwise, to prevent the
infringement, misappropriation or violation thereof by others and
for that purpose agrees diligently to maintain any action, suit or
proceeding against any Person necessary to prevent such
infringement, misappropriation or violation.

          X. Binding Effect.  This Agreement shall be binding upon, inure
to the benefit of and be enforceable by Debtor and Secured Party
and their respective successors and assigns.

          XI. Notices.  All notices and other communications hereunder
shall be in writing and shall be mailed, sent or delivered in
accordance with the Loan Agreement.

          XII. Governing Law.  This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of
California, except to the extent that the validity or perfection of
the assignment and security interests hereunder in respect of any
Trademark Collateral are governed by federal law, in which case
such choice of California law shall not be deemed to deprive
Secured Party of such rights and remedies as may be available under
federal law.

          XIII. Entire Agreement; Amendment.  This Agreement, together
with the Schedules hereto, contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes
all prior drafts and communications relating to such subject
matter.  Neither this Agreement nor any provision hereof may be
modified, amended or waived except by the written agreement of the
parties as provided in the Loan Agreement.  Notwithstanding the
foregoing, Secured Party may re-execute this Agreement or modify,
amend or supplement the Schedules hereto as provided in Section 6
hereof.

          XIV. Severability.  If one or more provisions contained in this
Agreement shall be invalid, illegal or unenforceable in any respect
in any jurisdiction or with respect to any party, such invalidity,
illegality or unenforceability in such jurisdiction or with respect
to such party shall, to the fullest extent permitted by applicable
law, not invalidate or render illegal or unenforceable any such
provision in any other jurisdiction or with respect to any other
party, or any other provisions of this Agreement.

          XV. Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counter
parts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one
and the same agreement.

          XVI. Loan Agreement.  Debtor acknowledges that the rights and
remedies of Secured Party with respect to the security interest in
the Trademark Collateral granted hereby are more fully set forth in
the Loan Agreement and all such rights and remedies are cumulative.

          XVII. No Inconsistent Requirements.  Debtor acknowledges that
this Agreement and the other Loan Documents may contain covenants
and other terms and provisions variously stated regarding the same
or similar matters, and Debtor agrees that all such covenants,
terms and provisions are cumulative and all shall be performed and
satisfied in accordance with their respective terms.  To the extent
of any conflict between the provisions of this Agreement and the
Loan Agreement, however, the provisions of the Loan Agreement shall
govern.

          XVIII. Termination.  Upon the indefeasible payment in full of
the Secured Obligations, including the cash collateralization,
expiration, or cancellation of all Secured Obligations, if any,
consisting of letters of credit, and the full and final termination
of any commitment to extend any financial accommodations under the
Loan Agreement, this Agreement shall terminate, and Secured Party
shall execute and deliver such documents and instruments and take
such further action reasonably requested by Debtor, at Debtor's
expense, as shall be necessary to evidence termination of the
security interest granted by Debtor to Secured Party hereunder,
including cancellation of this Agreement by written notice from
Secured Party to the PTO.

          IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement, as of the date first above written.


                            INTERGRAPH CORPORATION,
                            a Delaware corporation



                            By:   
                                  -----------------------------

                            Title:
                                  -----------------------------




                            FOOTHILL CAPITAL CORPORATION,
                            a California corporation



                            By:
                                  ------------------------------
                            Title:
                                  ------------------------------




STATE OF CALIFORNIA    )
                       )ss
COUNTY OF LOS ANGELES ) 



     On January ___, 1997, before me, ____________________________,
Notary Public, personally appeared ____________________________,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.

     WITNESS my hand and official seal.



               ---------------------------------
               Signature

[SEAL]


STATE OF CALIFORNIA    )
                       )ss
COUNTY OF LOS ANGELES)


     On January ___, 1997, before me, ____________________________,
Notary Public, personally appeared ____________________________,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.

     WITNESS my hand and official seal.



               ----------------------------------
               Signature

[SEAL]


                           SCHEDULE A
                           ----------
              to the Trademark Security Agreement



                          



                         [TO BE ATTACHED]




                              SCHEDULE A

                 to the Trademark Security Agreement
                       United States Trademark
                    Applications and Registrations
                    ------------------------------

United States Reg.        Mark              Reg. Date
------------------        ----              ---------
Serial No.
----------

74/597,438          Intervue                10/17/95
74/594,709          Smartsketch             10/10/95
74/553,690          Imagineer               pending
74/548,732          Exalt                   7/16/96
74/540,647          Geosolutions            pending
74/483,556          Geomedia                3/12/96
1,893,800           Geospatial Information  5/9/95
                    Manager
1,906,354           Veriscope               7/18/95
1,893,549           A/D Link                5/9/95
1,811,902           Modelview               12/21/93
1,775,024           Render A Revelation     6/8/93
                    Animate A Dream and
                    design
1,727,288           Intergraph and design   10/27/92
1,873,705           TDI                     1/17/95
1,846,558           EMS PowerPak            7/26/94
1,771,253           Interplot               5/18/93
1,816,380           Intertrak               1/11/94
74/691,667          Designreview            Pending
74/691,666          Pipegen                 Pending
74/677,633          Mogle                   3/19/96
74/677,632          Autogl                  Pending
74/668,557          Pixel Pro and design    Pending
1,624,043           Intergraph              11/20/96
1,579,939           Worksurface             1/30/90
1,172,090           OT (stylized) and       10/6/81
                    design
74/721,439          Solid Edge              Pending
75/111,467          Communicating           Pending
                    Geographically
74/691,667          Designreview            Pending
74/728,668          Imagescape              Pending
75/001,347          Intergraph Imagineer    Pending
75/072,383          Interstor               Pending
75/007,393          Netcheck & Design       Pending
74/668,557          PixelPro                Pending
74/094,854          RIS                     Pending
75/072,375          SmartPlant              Pending
75/135,343          TDZ                     Pending
                    Eagle                   4/17/90
                    InRail                  2/28/95
                    InterAct                12/30/86
                    InterPro                5/21/85




                    As of December 20, 1996



Foothill Partners II, L.P.
Foothill Partners III, L.P.
11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California 90025


Ladies and Gentlemen:

           This  letter will confirm the agreement of  Intergraph
Corporation,  a Delaware corporation ("Borrower")  that  each  of
Foothill  Partners II, L.P. and Foothill Partners III, L.P.  (the
"Funds"),  in  connection with their acquisition of participation
interests  in  debt  of the Borrower, will  be  entitled  to  the
following contractual rights, in addition to the specified rights
to  certain non-public financial information, inspection  rights,
and  other  rights  specifically  provided  to  Foothill  Capital
Corporation  ("FCC") and/or its participants under the  Loan  and
Security  Agreement,  dated as of December 20,  1996  (the  "Loan
Agreement"):

          (1)   The Funds each shall be permitted to select one
representative  ("Representatives") to consult  with  and  advise
management of Borrower on significant business issues,  including
such management's proposed annual operating plans, and management
of  Borrower  will  make  itself available  to  meet  with  those
Representatives regularly during each year by telephone and/or at
Borrower's  facility at mutually agreeable times,  on  reasonable
prior  written  notice, for such consultation and advice  and  to
review progress in achieving such plans.

          (2)    In the event of any material development to or
affecting  Borrower's  business  (a)  that  could  reasonably  be
expected  to materially impair Borrower's ability to perform  its
obligations  under the Loan Agreement or of Foothill  to  enforce
the  Obligations (as defined in the Loan Agreement) or to realize
upon  the Collateral (as defined in the Loan Agreement),  or  (b)
that  could  reasonably be expected to have  a  material  adverse
effect  on  the  value of the Collateral or the amount  that  FCC
would  be likely to receive (after giving consideration to delays
in  payment and costs of enforcement) in the liquidation of  such
Collateral, Borrower shall notify the Representatives and provide
the  Representatives  with the opportunity, on  reasonable  prior
written  notice, to consult with and advise Borrower's management
of its views with respect thereto.

          (3)    The Representatives may examine the books and records
of  Borrower  and  visit  and  inspect  its  facilities  and  may
reasonably request information at reasonable times and  intervals
concerning  the general status of Borrower's financial conditions
and operations.


Foothill Partners II, L.P.
Foothill Partners III, L.P.
As of December 20, 1996
Page 2



          (4)    On reasonable prior written notice, the Representatives
may discuss the business operations, properties and financial and
other  conditions of Borrower with Borrower's officers, employees
and   directors   and   with  Borrower's  independent   certified
accountants and investment bankers.

          (5)   The Funds shall be entitled to request that Borrower
provide  them  when available, with copies of (i)  all  financial
statements, forecasts and projections provided to or approved  by
its   Board  of  Directors;  (ii)  all  notices,  minutes,  proxy
materials, consents and correspondence and other material that it
provides  to  its  Directors and shareholders; (iii)  any  letter
issued  to Borrower by its accountants with respect to Borrower's
internal controls; (iv) any documents filed by Borrower with  the
Securities   and   Exchange  Commission;  (v)   copies   of   all
information,  statements and reports provided to  FCC  under  the
Loan  Agreements; and/or (vi) such other business  and  financial
data  as  the Representatives reasonably may request  in  writing
from  time  to time; other than, in each case, any such materials
provided by Borrower to its Directors to the extent protected  by
applicable  attorney work-product doctrine and/or attorney-client
privilege.

           The  Funds  agree that they will not disclose  to  any
third   party  any  information  provided  to  them  by  Borrower
hereunder which is not generally available to the public or which
is  specifically  designated by Borrower as confidential,  except
with  the  prior express approval of Borrower or as may otherwise
by required by applicable law.

           The  rights described herein shall apply and  continue
for  so  long  as  the  Funds continue  to  hold  any  amount  of
indebtedness  (or a participation interest therein)  of  Borrower
owned  by  the  Fund  as  of  the closing  date  under  the  Loan
Agreement.

                              Very truly yours,

                              INTERGRAPH CORPORATION


                              By:
                                 -------------------------------
                              Title:
                                    ----------------------------




Foothill Partners II, L.P.
Foothill Partners III, L.P.
As of December 20, 1996
Page 3




AGREED AND ACCEPTED AS OF THIS
20th DAY OF DECEMBER, 1996.

FOOTHILL PARTNERS II, L.P.

By:
   ---------------------------
    Managing General Partner

FOOTHILL PARTNERS III, L.P.

By:
   ---------------------------
    Managing General Partner



                    AMENDMENT NUMBER ONE TO
                  LOAN AND SECURITY AGREEMENT


          This  AMENDMENT  NUMBER  ONE  TO  LOAN  AND  SECURITY
AGREEMENT  (this "Amendment") is entered into as of  January  14,
1997,  by  and between Foothill Capital Corporation, a California
corporation  ("Foothill"),  on  the  one  hand,  and   Intergraph
Corporation, a Delaware corporation ("Borrower"), with  reference
to the following facts:

     A.        Foothill and Borrower heretofore have entered into that
          certain Loan and Security Agreement, dated as of December 20,
          1996 (as heretofore amended, supplemented, or otherwise modified,
          the "Agreement");

     B.        Borrower has requested Foothill to amend the Agreement
          to, among other things, permit a subfacility for indemnities in
          respect of Borrower's Permitted F/X Contracts, as set forth in
          this Amendment;

     C.         Foothill is willing to so amend the 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 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 Agreement.

               a.    Section 1.1 of the Agreement hereby is amended by
adding the following new defined terms in alphabetical order:

               "First  Amendment" means that  certain  Amendment
     Number  One  to  Loan and Security Agreement,  dated  as  of
     January 14, 1997, between Foothill and Borrower.

               "F/X Bank" means Norwest Bank Minnesota, National
     Association, or any successor thereto.

               "F/X  Bank Parameters Letter" means that  certain
     letter agreement, dated as of January 14, 1997, between  F/X
     Bank  and  Borrower, a copy of which is attached  hereto  as
     Exhibit  F-1, regarding the parameters under which F/X  Bank
     provides foreign exchange currency services to Borrower.

               "F/X Line" has the meaning set forth in Section 2.4.

               "F/X   Reserve"  means,  as  of  any   date   of
     determination,  a  reserve equal to the  maximum  amount  of
     obligations of Foothill to indemnify F/X Bank against losses
     or   expenses  incurred  by  F/X  Bank  in  connection  with
     Permitted F/X Contracts.  As of January 14, 1997, the amount
     of the F/X Reserve is $3,500,000.

               "Permitted F/X Contracts" means foreign  currency
     exchange  contracts between F/X Bank and Borrower that:  (a)
     are  in respect of marked-to-market risk on foreign exchange
     future  trades or options; (b) are entered into by  Borrower
     in the ordinary course of its business; (c) are entered into
     in  connection  with  the operational  needs  of  Borrower's
     business and not for speculative purposes; (d) do not have a
     maturity date that is after the date five (5) Business  Days
     prior to the Maturity Date; and (e) are provided by F/X Bank
     pursuant to the F/X Bank Parameters Letter.

               "Permitted  Spot  Trades" means foreign  currency
     exchange  transactions between F/X Bank and  Borrower  that:
     (a)  are  in respect of foreign exchange spot value  trades;
     (b)  are entered into by Borrower in the ordinary course  of
     its  business;  and (c) are entered into in connection  with
     the  operational needs of Borrower's business  and  not  for
     speculative purposes; and (d) are conducted pursuant to  the
     F/X Bank Parameters Letter.

               b.    The following definitions contained in Section 1.1 of
the  Amendment are amended and restated in their entirety to read as follows:

               "Availability"  means the amount  of  money  that
     Borrower  is  entitled to borrow as Advances  under  Section
     2.1,  such amount being the difference derived when (a)  the
     sum  of  the  principal amount of Advances then  outstanding
     (including any amounts that Foothill may have paid  for  the
     account  of  Borrower pursuant to any of the Loan  Documents
     and that have not been reimbursed by Borrower) is subtracted
     from (b) the lesser of (i) the Maximum Revolving Amount less
     the  sum  of (y) the Letter of Credit Usage and (z) the  F/X
     Reserve, or (ii) the Borrowing Base less the sum of (y)  the
     Letter of Credit Usage and (z) the F/X Reserve.

               c.    The first sentence of Section 2.1(a) of the Agreement
hereby  is  amended  and  restated in its  entirety  to  read  as follows:

     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 sum  of
     the  Letter of Credit Usage and the F/X Reserve, or (ii) the
     Borrowing  Base less the sum of the Letter of  Credit  Usage
     and the F/X Reserve.

               d.    The second sentence of Section 2.2(a) of the Agreement
hereby  is  amended  and  restated in its  entirety  to  read  as follows:

     Foothill  shall  have no obligation to  issue  a  Letter  of
     Credit if any of the following would result:

                                    (i)    the  Letter of  Credit
               Usage would exceed the Borrowing Base less the sum
               of  the amount of outstanding Advances and the F/X
               Reserve, or

                                    (ii)   the  Letter of  Credit
               Usage  would  exceed the lower of (y) the  Maximum
               Revolving  Amount less the sum of  the  amount  of
               outstanding Advances and the F/X Reserve,  or  (z)
               $60,000,000, or

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


               e.    Section 2.4 of the Agreement hereby is amended and
restated in its entirety to read as follows:

               2.4   Subfacility  for Borrower's  Permitted  F/X
     Contracts (the "F/X Line").

                     (a)   If  requested to do  so  by  Borrower,
     Foothill  may, in its sole discretion, enter into agreements
     with F/X Bank pursuant to which Foothill would indemnify F/X
     Bank  against  losses or expenses incurred by  F/X  Bank  in
     connection with Permitted F/X Contracts, notwithstanding any
     objections  by Borrower as to the amount of such  losses  or
     expenses.   If Foothill is obligated to advance funds  under
     an  F/X Line indemnity, 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.   If,  upon  the
     maturity  date of any Permitted F/X Contract, Borrower  does
     not  have  Availability in an amount sufficient to  pay  the
     full amount of Borrower's obligations to F/X Bank under such
     contract, Foothill may, in its sole discretion, instruct F/X
     Bank to liquidate such Permitted F/X Contract, at Borrower's
     sole expense, and to apply any amounts thereunder that would
     have  been payable to Borrower against the amounts  owed  to
     F/X  Bank by Borrower.  Any amounts paid by Foothill to  F/X
     Bank and any other costs or expenses incurred by Foothill in
     connection  with  any  such Permitted  F/X  Contracts  shall
     constitute  Advances,  shall  be  secured  by  all  of   the
     Collateral,  and thereafter shall be payable by Borrower  to
     Foothill together with interest as provided for herein.

                     (b)   Borrower  hereby agrees to  indemnify,
     save,  defend,  and hold Foothill harmless  from  any  loss,
     cost,  expense,  or liability, including  payments  made  by
     Foothill,  expenses, and reasonable attorneys fees  incurred
     by  Foothill  arising out of or in connection with  any  F/X
     Line indemnity.

                     (c)  Any and all charges, commissions, fees,
     and  costs  incurred by Foothill relating to  Permitted  F/X
     Contracts  that are the subject of an F/X Line indemnity  by
     Foothill  shall be considered Foothill Expenses for purposes
     of  this Agreement and immediately shall be reimbursable  by
     Borrower to Foothill.

                    (d)  Immediately upon the termination of this
     Agreement,  Borrower  agrees  to  either  (i)  provide  cash
     collateral to be held by Foothill in an amount equal to 105%
     of  the  maximum amount of Foothill's obligations under  the
     F/X  Line  indemnities, or (ii) cause  to  be  delivered  to
     Foothill  releases  of all of Foothill's  obligations  under
     outstanding F/X Line indemnities.  At Foothill's discretion,
     any  proceeds of Collateral received by Foothill  after  the
     occurrence  and  during  the continuation  of  an  Event  of
     Default may be held as the cash collateral required by  this
     Section 2.4(d).

                     (e)   The amount of the F/X Reserve  may  be
     reduced  from time to time by Foothill upon the receipt  and
     written  acceptance by Foothill of an F/X Reserve  Reduction
     Certificate,  in  the  form  of  that  attached  hereto   as
     Exhibit  F-2, duly executed by both Borrower and  F/X  Bank,
     not  less  than  2  Business Days  prior  to  the  requested
     effective date of such reduction.

                     (f)   So  long  as no Triggering  Event  has
     occurred  and  is continuing or would result therefrom,  the
     amount of the F/X Reserve may be increased from time to time
     by  Foothill  in  its sole discretion upon the  receipt  and
     written  acceptance by Foothill of an F/X  Reserve  Increase
     Certificate, in the form of that attached hereto as  Exhibit
     F-3,  duly executed by both Borrower and F/X Bank, not  less
     than  2 Business Days prior to the requested effective  date
     of such increase.

                     (g)   Anything in the Loan Documents to  the
     contrary  notwithstanding, Permitted Spot  Trades  shall  be
     deemed  to  qualify as Permitted F/X Contracts eligible  for
     coverage under an F/X Line indemnity solely until such time,
     if  ever, as Foothill is obligated to advance funds under an
     F/X Line indemnity to cover obligations owing but unpaid  by
     Borrower  to  F/X Bank in respect of Permitted  Spot  Trades
     and,  thereafter, Permitted Spot Trades shall no  longer  be
     deemed  to  qualify as Permitted F/X Contracts eligible  for
     coverage   under  an  F/X  Line  indemnity  and   F/X   Line
     indemnities  shall no longer be permitted to  be  issued  in
     respect of Permitted Spot Trades.

               f.    The first sentence of Section 3.5 of the Agreement
hereby  is  amended  and  restated in its  entirety  to  read  as follows:

     On   the   date  of  termination  of  this  Agreement,   all
     Obligations  (including contingent reimbursement obligations
     of  Borrower  with  respect to any  outstanding  Letters  of
     Credit  or any outstanding F/X Line indemnities) immediately
     shall become due and payable without notice or demand.

               g.    The preamble to Section 5 of the Agreement hereby is
amended and restated in its entirety to read as follows:

     In  order  to induce Foothill to enter into this  Agreement,
     Borrower  makes the following representations and warranties
     which  shall be true, correct, and complete in all  respects
     as  of  the Closing Date, and at and as of the date  of  the
     making  of  each  Advance or Letter of Credit  or  F/X  Line
     indemnity made thereafter, as though made on and as  of  the
     date  of  such  Advance  or Letter of  Credit  or  F/X  Line
     indemnity  (except  to the extent that such  representations
     and  warranties relate solely to an earlier date)  and  such
     representations and warranties shall survive  the  execution
     and delivery of this Agreement:

               h.    Section 7.1(a) of the Agreement hereby is amended and
restated in its entirety to read as follows:

                     (a)    Indebtedness   evidenced   by   this
     Agreement, together with Indebtedness to issuers of  letters
     of  credit  that  are  the subject  of  L/C  Guarantees  and
     Indebtedness to F/X Bank under Permitted F/X Contracts;

               i.    The subsection of Section 7.19 of the Agreement that
reads  "withdraw,  or  permit  any  Subsidiary  of  Borrower   to
withdraw,  from any Multiemployer Plan where such  withdrawal  is
reasonably  likely to result in any liability of any such  entity
under Title IV of ERISA;" and that is numbered in Section 7.19 of
the  Agreement as `subsection 7.(yyyy)' hereby is re-numbered  as
`subsection (h)'.

               j.    A new subsection (n) hereby is added to Section 9.1 of
the Agreement in proper numerical order as follows:

                     (n)   Foothill  may, at its option,  require
     Borrower  to deposit with Foothill funds in an amount  equal
     to  the F/X Line Reserve (if any), and, if Borrower fails to
     make such deposit promptly, Foothill may advance such amount
     as  an  Advance  (whether or not an Overadvance  is  created
     thereby).  Any such deposit or the proceeds of such  Advance
     shall  be  held  by  Lender as a reserve to  fund  indemnity
     obligations owing to F/X Bank under the F/X Line.   At  such
     time  (if ever) as all such indemnity obligations have  been
     paid  or  terminated, any amounts remaining in such  reserve
     shall be applied against any outstanding Obligations or,  if
     all   Obligations  have  been  indefeasibly  paid  in  full,
     returned to Borrower.


          2.   Representations and Warranties.  Borrower hereby
represents  and  warrants to Foothill that:  (a)  the  execution,
delivery, and performance of this Amendment and of the 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;  (b)  this Amendment and the Agreement, as  amended  by
this  Amendment, constitute Borrower's legal, valid, and  binding
obligation, enforceable against Borrower in accordance  with  its
terms; and (c) attached hereto as Exhibit F-1 is a true, correct,
and complete copy of the F/X Bank Parameters Letter.

          3.   Conditions Precedent to Amendment.  The satisfaction of
each  of  the following on or before, unless otherwise  specified
below,   the   First  Amendment  Closing  Date  shall  constitute
conditions precedent to the effectiveness of this Amendment:

               a.    Foothill shall have received the reaffirmation 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 a certificate from the
Secretary  of Borrower attesting to the incumbency and signatures
of  authorized  officers of Borrower and to  the  resolutions  of
Borrower's  Board  of  Directors authorizing  its  execution  and
delivery  of this Amendment and the performance of this Amendment
and  the  Agreement as amended by this Amendment, and authorizing
specific officers of Borrower to execute and deliver the same;

               c.    Foothill shall have received all required consents of
Foothill's   participants  in  the  Obligations   to   Foothill's
execution, delivery, and performance of this Amendment;

               d.    The representations and warranties in this Amendment,
the  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);

               e.    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;

               f.    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;

               g.    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

               h.    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 Agreement.  The 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 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 Agreement,
as amended by this Amendment.

          6.   Miscellaneous.

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

               c.    Upon the effectiveness of this Amendment, each
reference  in  the  Agreement and the  other  Loan  Documents  to
Exhibit  F-1, Exhibit F-2, or Exhibit F-3 of the Agreement  shall
mean  and  refer  to  Exhibit F-1, Exhibit F-2,  or  Exhibit  F-3
attached hereto, respectively.

               d.    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.


                  [remainder of page intentionally left 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____________________________

                              Title:________________________



                              INTERGRAPH CORPORATION, a Delaware corporation


                              By____________________________

                              Title:________________________




                           EXHIBIT  A
                           ----------
 
                   Reaffirmation and Consent

                 All  capitalized  terms  used  herein  but   not
otherwise defined herein shall have the meanings ascribed to them
in  that  certain  Amendment Number  One  to  Loan  and  Security
Agreement, dated as of January 14, 1997 (the "Amendment").   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 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 ___________________________
                              Title:________________________


                              INTERGRAPH DELAWARE, INC., a Delaware
                              corporation

                              By ___________________________
                              Title:________________________



                          Exhibit F-1
                          -----------

                        [TO BE ATTACHED]



                          Exhibit F-2
                          -----------

               F/X RESERVE REDUCTION CERTIFICATE

Today's date:____________________

(1)       FROM INTERGRAPH TO: NORWEST BANK MINNESOTA
                              ATTENTION: Mike Schaefer/Ann Johnson
                              FACSIMILE: (612) 667-0513

(2)       FROM NORWEST TO:    FOOTHILL CAPITAL CORPORATION
                              ATTENTION: Bryan Hamm
                              FACSIMILE: (617) 722-9485

(3)       FROM FOOTHILL TO INTERGRAPH AND NORWEST:

Reference  hereby  is  made  to that certain  Loan  and  Security
Agreement,   dated   as  of  December  20,  1996   (as   amended,
supplemented,  and  modified,  the  "Loan  Agreement"),   between
Foothill   Capital   Corporation  ("Foothill")   and   Intergraph
Corporation ("Borrower").  Capitalized terms used herein and  not
otherwise defined herein shall have the meanings ascribed to them
in the Loan Agreement.

Pursuant  to  Section  2.4  of  the  Agreement,  Borrower  hereby
requests  a reduction in the F/X Reserve from the current  amount
of  $____________  to  the  new amount  of  $_____________,  such
reduction to become effective on _____________,______.

INTERGRAPH CORPORATION        FACSIMILE: (205) 730-2742
                              ATTENTION: Roger Fulton
By:_______________________

Its:______________________

NORWEST BANK MINNESOTA, N.A.

By:_______________________

Its:______________________

FOOTHILL CAPITAL CORPORATION

By:_______________________

Its:______________________



                          Exhibit F-3
                          -----------
   
                F/X RESERVE INCREASE CERTIFICATE

Today's date:____________________

(1)       FROM INTERGRAPH TO: FOOTHILL CAPITAL CORPORATION
                              ATTENTION: Bryan Hamm
                              FACSIMILE: (617) 722-9485

(2)       FROM FOOTHILL TO:   NORWEST BANK MINNESOTA
                              ATTENTION: Mike Schaefer/Ann Johnson
                              FACSIMILE: (612) 667-0513

(3)       FROM NORWEST TO INTERGRAPH AND FOOTHILL:

Reference hereby is made to that certain Loan and Security
Agreement, dated as of December 20, 1996 (as amended, restated,
supplemented, and modified from time to time, the "Loan
Agreement"), between Foothill Capital Corporation ("Foothill")
and Intergraph Corporation ("Borrower").  Capitalized terms used
herein and not otherwise defined herein shall have the meanings
ascribed to them in the Loan Agreement.

Pursuant to Section 2.4 of the Agreement, Borrower hereby
requests an increase in the F/X Reserve from the current amount
of $____________ to the new amount of $_____________, such
increase to become effective on _____________,______.

INTERGRAPH CORPORATION        FACSIMILE: (205) 730-2742
                              ATTENTION: Roger Fulton
By:_______________________

Its:______________________

FOOTHILL CAPITAL CORPORATION

By:_______________________

Its:______________________

NORWEST BANK MINNESOTA, N.A.

By:_______________________

Its:______________________



                          Exhibit F-1
                          -----------

January 14, 1997

Mr. Bryan Hamm
Vice President
Foothill Capital Corporation
60 State Street, Suite 1150
Boston, MA  02109

Dear Bryan:

Following are facts relating to the foreign exchange line we wish to
establish with Norwest Bank Minnesota, N.A.:

FACT ONE: Intergraph Corporation ("Intergraph") has previously entered
into a Loan and Security Agreement with Foothill Capital Corporation
("Foothill") dated as of December 20, 1996.

Intergraph desires to use the service (the "Service") of Norwest Bank 
Minnesota ("Norwest"), effective immediately, in order to hedge its
foreign exchange exposure:

FACT THREE: Norwest is willing to perform such Service and establish
a foreign exchange line ("the FX Line") on the condition that Foothill
shall indemnify Norwest for the mark-to-market exposure ("Exposure Reserve")
on the FX line;

FACT FOUR: Foothill has agreed to provide such indemnification to Norwest
on behalf of Intergraph and to do so effective immediately, subject to 
Intergraph executing additional documentation in a form acceptable to 
Foothill;

FACT FIVE: Norwest has initially determined that it will require an 
Exposure Reserve equal to seven and one half percent (7 1/2%) on each
foreign exchange trade and that it will only issue trades having a 
maturity of no more than four months.  And Intergraph has agreed to 
the Norwest Exposure Reserve;

NOW THEREFORE the parties hereto agree as follows:

Intergraph hereby requests that Foothill reserve from availability on
its line of credit with Foothill an amount equal to $3,500,000.00 USD
and authorizes Foothill to provide the same amount to Norwest as 
indemnification for the FX Line.  Intergraph agrees that should it fail
to settle any trades with Norwest, Foothill will, upon receipt of 
written notice from Norwest, pay Norwest the mark-to-market amount as 
determined by Norwest, notwithstanding any objection by Intergraph
and Foothill will charge such amount against Intergraph's loan with
Foothill.

Foothill hereby agrees to indemnify Norwest for the mark-to-market exposure
on foreign exchange trades, up to $3,500,000.00 USD.

Norwest agrees it will institute the necessary internal procedures to
enable Intergraph to execute foreign exchange trades and acknowledges
that Foothill's indemnity to Norwest shall be equal to the lesser of 
$3,500,000.00 USD or the total notional USD amount of all outstanding
foreign exchange trades, as determined on the trade date, times seven
and one half percent.

Foothill reserves the right to terminate this agreement at any time by 
written notice to both Intergraph and Norwest.  Such notice shall be 
transmitted via facsimile, Certified Mail, courier or by personal 
delivery.  No such termination shall impair the rights of any party with 
respect to transactions processed prior to the effective date of 
termination.

Sincerely,

/s/ Larry J. Laster

Larry J. Laster
Executive Vice President
and Chief Financial Officer

AGREED TO AND ACKNOWLEDGED:

FOOTHILL CAPITAL CORPORATION

/s/ Bryan Hamm
------------------------------
BY: Bryan Hamm, Vice President

/s/ Paz Hernandez
------------------------------
BY: Paz Hernandez, Vice President/Assistant Treasurer

NORWEST BANK MINNESOTA, N.A.

/s/ Charles D. White
------------------------------
BY: Charles D. White, Treasurer