AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


                         by and between


                     INTERGRAPH CORPORATION,

                               and


                  FOOTHILL CAPITAL CORPORATION


                  Dated as of November 30, 1999


                        TABLE OF CONTENTS

1. DEFINITIONS AND CONSTRUCTION                                 1

 1.1  DEFINITIONS                                               1
 1.2  ACCOUNTING TERMS                                         23
 1.3  CODE                                                     23
 1.4  CONSTRUCTION                                             23
 1.5  SCHEDULES AND EXHIBITS                                   23

2. LOAN AND TERMS OF PAYMENT                                   24

 2.1  REVOLVING ADVANCES                                       24
 2.2  LETTERS OF CREDIT                                        24
 2.3  TERM LOAN                                                26
 2.4  SUBFACILITY FOR BORROWER'S PERMITTED F/X
      CONTRACTS (THE "F/X LINE")                               27
 2.5  OVERADVANCES                                             28
 2.6  INTEREST AND LETTER OF CREDIT FEES:  RATES,
      PAYMENTS, AND CALCULATIONS                               28
 2.7  COLLECTION OF ACCOUNTS                                   30
 2.8  CREDITING PAYMENTS; APPLICATION OF COLLECTIONS           30
 2.9  DESIGNATED ACCOUNT                                       31
 2.10 MAINTENANCE OF LOAN ACCOUNT; STATEMENTS OF OBLIGATIONS   31
 2.11 FEES                                                     31
 2.12 MAXIMUM AMOUNT                                           32

3. CONDITIONS; TERM OF AGREEMENT                               32

 3.1  CONDITIONS PRECEDENT TO THE INITIAL ADVANCE, LETTER
      OF CREDIT, AND F/X LINE INDEMNITY                        32
 3.2  CONDITIONS PRECEDENT TO ALL ADVANCES, ALL LETTERS
      OF CREDIT, AND ALL F/X LINE INDEMNITIES ON OR
      AFTER THE CLOSING DATE                                   34
 3.3  CONDITION SUBSEQUENT                                     35
 3.4  TERM                                                     37
 3.5  EFFECT OF TERMINATION                                    37
 3.6  EARLY TERMINATION BY BORROWER                            37
 3.7  TERMINATION UPON EVENT OF DEFAULT                        37

4. CREATION OF SECURITY INTEREST                               37

 4.1  GRANT OF SECURITY INTEREST                               37
 4.2  NEGOTIABLE COLLATERAL                                    39
 4.3  COLLECTION OF ACCOUNTS, GENERAL INTANGIBLES,
      AND NEGOTIABLE COLLATERAL                                39
 4.4  DELIVERY OF ADDITIONAL DOCUMENTATION REQUIRED            39
 4.5  POWER OF ATTORNEY                                        40
 4.6  RIGHT TO INSPECT                                         41

5. REPRESENTATIONS AND WARRANTIES                              41

 5.1  NO ENCUMBRANCES                                          41
 5.2  ELIGIBLE ACCOUNTS                                        41
 5.3  [INTENTIONALLY OMITTED]                                  41
 5.4  EQUIPMENT                                                41
 5.5  LOCATION OF INVENTORY AND EQUIPMENT                      41
 5.6  INVENTORY RECORDS                                        41
 5.7  LOCATION OF CHIEF EXECUTIVE OFFICE; FEIN                 41
 5.8  DUE ORGANIZATION AND QUALIFICATION; SUBSIDIARIES         42
 5.9  DUE AUTHORIZATION; NO CONFLICT                           42
 5.10 LITIGATION                                               43
 5.11 NO MATERIAL ADVERSE CHANGE                               43
 5.12 SOLVENCY                                                 43
 5.13 EMPLOYEE BENEFITS                                        43
 5.14 ENVIRONMENTAL CONDITION                                  44
 5.15 SECURITIES ACCOUNTS                                      44
 5.16 YEAR 2000 COMPLIANCE                                     44

6. AFFIRMATIVE COVENANTS                                       45

 6.1  ACCOUNTING SYSTEM                                        45
 6.2  COLLATERAL REPORTING                                     45
 6.3  FINANCIAL STATEMENTS, REPORTS, CERTIFICATES              46
 6.4  TAX RETURNS                                              47
 6.5  GUARANTOR REPORTS                                        48
 6.6  RETURNS                                                  48
 6.7  TITLE TO EQUIPMENT                                       48
 6.8  MAINTENANCE OF EQUIPMENT                                 48
 6.9  TAXES                                                    48
 6.10 INSURANCE                                                49
 6.11 NO SETOFFS OR COUNTERCLAIMS                              50
 6.12 LOCATION OF INVENTORY AND EQUIPMENT                      50
 6.13 COMPLIANCE WITH LAWS                                     50
 6.14 EMPLOYEE BENEFITS                                        50
 6.15 LEASES                                                   51
 6.16 YEAR 2000 COMPLIANCE                                     51
 6.17 COPYRIGHT REGISTRATIONS                                  51
 6.18 SALE OR OTHER DISPOSITION OF BORROWER'S
      HARDWARE BUSINESS                                        52

7.  NEGATIVE COVENANTS                                         52

 7.1  INDEBTEDNESS                                             52
 7.2  LIENS                                                    53
 7.3  RESTRICTIONS ON FUNDAMENTAL CHANGES                      53
 7.4  DISPOSAL OF ASSETS                                       54
 7.5  CHANGE NAME                                              54
 7.6  [INTENTIONALLY OMITTED]                                  54
 7.7  NATURE OF BUSINESS                                       54
 7.8  PREPAYMENTS AND AMENDMENTS                               54
 7.9  CHANGE OF CONTROL                                        54
 7.10 CONSIGNMENTS                                             54
 7.11 DISTRIBUTIONS                                            54
 7.12 ACCOUNTING METHODS                                       55
 7.13 INVESTMENTS                                              55
 7.14 TRANSACTIONS WITH AFFILIATES                             55
 7.15 SUSPENSION                                               55
 7.16 [INTENTIONALLY OMITTED]                                  55
 7.17 USE OF PROCEEDS                                          55
 7.18 CHANGE IN LOCATION OF CHIEF EXECUTIVE OFFICE;
      INVENTORY AND EQUIPMENT WITH BAILEES                     55
 7.19 NO PROHIBITED TRANSACTIONS UNDER ERISA                   55
 7.20 FINANCIAL COVENANTS                                      56
 7.21 CAPITAL EXPENDITURES                                     57

8.  EVENTS OF DEFAULT                                          57

9.  FOOTHILL'S RIGHTS AND REMEDIES                             59

 9.1  RIGHTS AND REMEDIES                                      59
 9.2  REMEDIES CUMULATIVE                                      61

10. TAXES AND EXPENSES                                         61

11. WAIVERS; INDEMNIFICATION                                   62

 11.1 DEMAND; PROTEST; ETC                                     62
 11.2 FOOTHILL'S LIABILITY FOR COLLATERAL                      62
 11.3 INDEMNIFICATION                                          62

12. NOTICES                                                    62

13. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER                 63

14. DESTRUCTION OF BORROWER'S DOCUMENTS                        64

15. GENERAL PROVISIONS                                         64

 15.1 EFFECTIVENESS                                            64
 15.2 SUCCESSORS AND ASSIGNS                                   64
 15.3 SECTION HEADINGS                                         65
 15.4 INTERPRETATION                                           65
 15.5 SEVERABILITY OF PROVISIONS                               65
 15.6 AMENDMENTS IN WRITING                                    65
 15.7 COUNTERPARTS; TELEFACSIMILE EXECUTION                    65
 15.8 REVIVAL AND REINSTATEMENT OF OBLIGATIONS                 65
 15.9 INTEGRATION                                              66
 15.10 CONFIDENTIALITY                                         66



          SCHEDULES AND EXHIBITS
          ----------------------

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 C-1              Form of Compliance Certificate
Exhibit F-1              Form of F/X Bank Parameters Letter
Exhibit F-2              Form of F/X Reserve Reduction
                         Certificate
Exhibit F-3              Form of F/X Reserve Increase
                         Certificate






        AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
        ------------------------------------------------

      THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
"Agreement"),  is entered into as of November 30,  1999,  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.




                        R E C I T A L S:
                        - - - - - - - -

     WHEREAS,  Borrower and Foothill are parties to that  certain
Loan  and Security Agreement, dated as of December 20, 1996  (the
"Original  Loan Agreement"), as amended by that certain Amendment
Number  One  to Loan and Security Agreement, dated as of  January
14,  1997, that certain Amendment Number Two to Loan and Security
Agreement, dated as of November 25, 1997, that certain  Amendment
Number  Three to Loan and Security Agreement, dated as of October
30, 1998, that certain Amendment Number Four to Loan and Security
Agreement, dated as of April 29, 1999, and that certain Amendment
Number  Five to Loan and Security Agreement, dated as of  October
26,  1999  (the  Original Loan Agreement, as so  amended  and  as
otherwise modified or supplemented from time to time prior to the
Closing  Date,  is  referred  to herein  as  the  "Existing  Loan
Agreement");

     WHEREAS,  Borrower and Foothill desire to amend and  restate
the  Existing Loan Agreement in its entirety as provided in  this
Agreement,  it  being  understood  that  no  repayment   of   the
obligations  under the Existing Loan Agreement is being  effected
hereby,  but  merely an amendment and restatement  in  accordance
with the terms hereof.

     NOW  THEREFORE,  in consideration of the  premises  and  the
agreements,  provisions and covenants herein contained,  Borrower
and Foothill 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).

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

          "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.

          "Appraised  Assets" means items of Equipment  that  are
the  subject of that certain appraisal, dated September 27, 1999,
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 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.

          "Bankruptcy  Code"  means the United States  Bankruptcy
Code (11 U.S.C. section 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 as  of  the
Original Closing Date 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).

          "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.

          "Certifying  Officer" means any  one  or  more  of  the
following  officers of Borrower: Treasurer, Assistant  Treasurer,
Chief Financial Officer, and Chief Accounting Officer.

          "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.

          "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 issuance of  the  initial  F/X  Line
indemnity  under this Agreement, in each case, pursuant  to  this
Agreement.

          "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)  the Investment Property,

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

               (j)  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,
Investment  Property, 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  a
Certifying 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"  shall have the meaning  ascribed  to  such
term in the United States Copyright Act of 1976, as amended,  and
includes unregistered copyrights.

          "Copyright  Security Agreement" means  an  Amended  and
Restated  Copyright  Security Agreement, in  form  and  substance
satisfactory to Foothill, 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  635504-2506
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 Norwest Bank Minnesota,
whose  office  is  located  at Sixth  &  Marquette,  Minneapolis,
Minnesota, 55479, and whose ABA number is 091000019.

          "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%.

          "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,
Eligible Foreign 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 or F/X Line indemnity
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. section
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)  [intentionally omitted];

               (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   Foreign  Accounts"  means  those   Accounts
created by Borrower, with respect to which the Account Debtor  is
IBM  United Kingdom Ltd., a corporation organized under the  laws
of  the  United  Kingdom,  Dell  Asia  Pacific  Sdn.,  a  company
organized  under the laws of Malaysia, Dell Products,  a  company
organized  under  the laws of Ireland, Compaq  Asia  Pacific  Pte
Ltd., a company organized under the laws of Singapore, or Hewlett
Packard,  a company organized under the laws of France,  that  do
not  qualify  as  Eligible Domestic Accounts solely  because  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.

          "Eligible  Unbilled  Accounts"  means  those   Domestic
Accounts  created  by  Borrower that do not qualify  as  Eligible
Domestic   Accounts  solely  because  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. section 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.

          "Exempt Copyright" means any Incipient Copyright or any
Obsolete Copyright.

          "Existing Loan Agreement" has the meaning set forth  in
the Recitals to this Agreement.

          "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 Currency Letter of Credit" means (a) a  Letter
of Credit payable in a denomination other than in Dollars, or (b)
a  Letter of Credit with a face amount in Dollars-equivalent of a
denomination other than in Dollars.

          "Foreign Currency Reserve" means an amount equal to  5%
of  the  aggregate  outstanding face amount of  Foreign  Currency
Letters  of  Credit  (if any); provided, however,  that  Foothill
shall  have the right to adjust the then extant Foreign  Currency
Reserve  (if any) upwards or downwards in its reasonable business
credit judgment.

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

          "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  the
Closing Date, the amount of the F/X Reserve is $0.

          "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.

          "Governmental   Authority"   means   any   nation    or
government,  any state, province, or other political  subdivision
thereof,  any  central  bank (or similar monetary  or  regulatory
authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining
to  government,  and  any corporation or other  entity  owned  or
controlled,  through stock or capital ownership or otherwise,  by
any of the foregoing.

          "Hardware Business" means all or substantially  all  of
the  assets of Borrower comprising the business of manufacturing,
or   having  manufactured,  Intergraph  hardware  products   (the
"Products") for Borrower's interactive computer graphics  systems
and  the  related Inventory of Borrower as of the  Closing  Date.
The  term  "Products" does not include Image Stations, ruggedized
workstations,   local   products   sold   through   EDC,    TAMPS
workstations,      photoscans,      scan       servers,       and
printers/plotters/scanners sold through Borrower.

          "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.

          "ICS"  means  Intergraph  Computer  Systems,  Inc.,   a
Delaware corporation.

          "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.

          "Incipient  Copyright" means any copyright  that:   (a)
relates to software of Borrower under development (whether in the
form  of  a new product, a new version of a pre-existing product,
an upgrade, add-on, or modification to a pre-existing product, or
otherwise) that has not yet become a completed product,  version,
upgrade, add-on, or modification or is not yet being marketed  by
or  on  behalf of Borrower; or (b) is not the subject of licenses
thereof  or  other  dispositions  by  Borrower  giving  rise   to
Accounts.

          "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.

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

          "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.

          "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.

          "Investment  Property" means "investment  property"  as
that  term  is defined in section 9115 of the Code,  whether  now
owned or hereafter acquired.

          "IPS"  means Intergraph Public Safety, Inc., a Delaware
corporation.

          "IPS  Copyright Security Agreement" means  a  Copyright
Security  Agreement,  in  form  and  substance  satisfactory   to
Foothill,  between  IPS and Foothill relative to  the  copyrights
transferred to IPS by Borrower that remain subject to  Foothill's
Liens.

          "IPS  Trademark Security Agreement" means  a  Trademark
Security  Agreement,  in  form  and  substance  satisfactory   to
Foothill,  between IPS and Foothill relative to  the  trademark's
transferred to IPS by Borrower that remain subject to  Foothill's
Liens.

          "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,  plus  an  amount
equal to the Foreign Currency Reserve.

          "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
Equipment,  the  net orderly liquidation value of  such  item  of
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 Letters  of
Credit,  the  F/X Bank Parameters Letter, the Lockbox Agreements,
the  Mortgages,  the  Copyright Security  Agreement,  the  Patent
Security  Agreement, the Pledge Agreement, the Trademark Security
Agreement,   the   Reaffirmation  Agreement,  the   Restructuring
Consent,  the IPS Copyright Security Agreement, the IPS Trademark
Security  Agreement, 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  the
Lockbox Bank.

          "Lockbox  Bank" means Bank One, as successor  to  First
National Bank of Chicago.

          "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, as such amount may
be reduced from time to time pursuant to Section 2.12.

          "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.

          "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,  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,
IG Delaware, and IPS.

          "Obsolete  Copyright" means any copyright that  relates
to  software  owned by Borrower that:  (a) is no longer  sold  or
marketed  by Borrower; (b) is not generating any material  amount
of  Accounts  or  revenues of Borrower; or (c) does  not  have  a
material fair market value.

          "Old  Second  Amendment" means that  certain  Amendment
Number  Two to Loan and Security Agreement, dated as of  November
25, 1997, between Foothill and Borrower.

          "Old  Second  Amendment Closing Date" means  the  first
date  on which all of the conditions to the effectiveness of  the
Old  Second Amendment have been satisfied (or waived or postponed
by  Foothill  in  its  sole discretion)  pursuant  to  the  terms
thereof.

          "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.

          "Original Closing Date" means January 6, 1997.

          "Original Loan Agreement" has the meaning set forth  in
the Recitals to this Agreement.

          "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  an  Amended   and
Restated   Patent  Security  Agreement,  in  form  and  substance
satisfactory to Foothill, dated as of even date herewith, between
Borrower and Foothill.

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

          "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
$250,000 or more, a Certifying 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 Dispositions" means, subject to  the
prior   or  concurrent  satisfaction  of  the  Release  Condition
therefor, Asset Dispositions of the Bentley Equity Interests.

          "Permitted  Disposition"  means  (a)  Ordinary   Course
Dispositions, (b) Permitted Bentley Dispositions, (c) subject  to
the  prior  or concurrent satisfaction of the applicable  Release
Condition  therefor and the establishment and  maintenance  of  a
reserve  against  the  Borrowing  Base  relative  thereto,  Asset
Dispositions  of  (1)  that portion of  the  Huntsville  Property
commonly known as Building 25 or 25A, or (2) that portion of  the
Huntsville Property denominated as "Excess Land" or "Raw Land" as
referenced  on  page  9  of  that  certain  report  of  Appraisal
Associates Incorporated, dated September 22, 1999 relative to the
Huntsville  Property, in each case, free and clear of  Foothill's
Lien  thereon (other than Foothill's Lien in the proceeds of such
Asset  Disposition),  (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,  (f)   Restructuring
Transactions  constituting Asset Dispositions, (g)  the  sale  or
other  disposition  of  Borrower's  Hardware  Business,  and  (h)
subject to the prior or concurrent satisfaction of the applicable
Release  Condition therefor and the establishment and maintenance
of  a  reserve against the Borrowing Base relative thereto, other
Asset  Dispositions  not  in the ordinary  course  of  Borrower's
business that do not exceed, on a book value basis, $5,000,000 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   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  Investments" means: (a) Permitted  Ordinary
Course  Investments;  (b)  Permitted Repayment  Investments;  (c)
Permitted Toehold Investments; (d) Permitted Subsidiary Loans and
Capital  Contributions; (e) Permitted Other Investments; and  (f)
Restructuring Transactions constituting equity 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,
and (l) software escrow arrangements entered into in the ordinary
course of business consistent with past practice.

          "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 in  the
ordinary  course of business in an aggregate amount  at  any  one
time  outstanding  not to exceed $3,000,000,  (f)  [intentionally
omitted],   (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 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.

          "Permitted  Subsidiary Loans and Capital Contributions"
means  loans  and capital contributions made after  the  Original
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  (including  the  "ICS  Capital  Infusion",   the
"Intergraph  European Subsidiary Recapitalization  Transactions",
the  transactions  described in item (iii) of the  definition  of
"IPS   Recapitalization  Transactions",  and   the   transactions
described   in   item  (ii)  of  the  definition   of   "Veribest
Recapitalization  Transaction", in each case as  such  terms  are
used  and  defined in the Restructuring Consent); (c) $30,000,000
during  the  1999 calendar year; and (d) $30,000,000  during  the
each calendar year thereafter.

          "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 an Amended and Restated Pledge
Agreement, in form and substance satisfactory to Foothill,  dated
as  of even date herewith, among Borrower, IG Delaware, M&S, IPS,
and Foothill.

          "Reaffirmation   Agreement"  means  the   Reaffirmation
Agreement, dated as of the Closing Date, by each of the  Obligors
party  to  a  Loan  Document in favor of Foothill,  in  form  and
substance  satisfactory to Foothill, pursuant to  which  each  of
each  such  Obligor  reaffirms its  obligations  under  the  Loan
Documents to which it is party (including any grants of  security
interests in favor of Foothill) notwithstanding the amendment and
restatement  of  the  Existing Loan Agreement  effected  by  this
Agreement.

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

          "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 to the product of (i) $297,619 times (ii) the number
of  months  (or any portions thereof) separating such  date  from
November  30,  1999.   Without limiting  the  generality  of  the
foregoing and solely by way of example, the amount of the Reserve
would equal: (x) zero (-0-) as of November 30, 1999; (y) $297,619
as of December 1, 1999; and (z) $595,238 as of January 1, 2000.

          "Restructuring  Consent"  means  that  certain   letter
agreement,  dated  as  of August 31, 1998, between  Borrower  and
Foothill pursuant to which Foothill consented to the consummation
of the transactions described therein.

          "Restructuring  Transactions"  means  the  transactions
contemplated under and described in the Restructuring Consent.

          "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.

          "Securities  Account" means a "securities  account"  as
that term is defined in the Code.

          "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.

          "Supplemental Reserve" means, $2,500,000.

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

          "Trademark  Security Agreement" means  an  Amended  and
Restated  Trademark  Security Agreement, in  form  and  substance
satisfactory to Foothill, 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.

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

          "Year  2000 Compliant" means, with regard to any Person
and  any  software, that such software in goods produced or  sold
by,  or  utilized by and material to the business  operations  or
financial  condition of, such Person are able  to  interpret  and
manipulate data on and involving all calendar dates correctly and
without  causing  any  abnormal  ending  scenario,  including  in
relation to dates in and after the Year 2000.

          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  thecontext 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 sum of (A) the  Letter
of  Credit Usage, plus (B) the F/X Reserve, or (ii) the Borrowing
Base less the sum of (A) the Letter of Credit Usage, plus (B) the
F/X  Reserve.  For purposes of this Agreement, "Borrowing  Base",
as of any date of determination, shall mean the result of:

                    (x)  the lesser of (i) the result of (A) 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 the foregoing clause (A), and (3)
     $20,000,000, plus (C) the lesser of (1) 80% of Eligible Foreign
     Accounts, and (2) $3,000,000, minus (D) the amount, if any,
     of the Dilution Reserve, and (ii) an amount equal to the
     Collections with respect to the Accounts of Borrower for the
     immediately preceding 60 day period, minus

                    (y)  the Reserve, minus

                    (z)  the Supplemental 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  or
Eligible Unbilled Accounts 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)  [intentionally omitted]

               (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 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.

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, plus
an amount equal to the Foreign Currency Reserve, 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.  Subject  to  the terms and conditions
of this  Agreement, Foothill:  (a)  made  a  term loan to Borrower
on  the  Original Closing  Date  (in the original principal amount
of  $20,000,000 (the  "Initial Term Loan"); and (b) made an
additional term  loan to  Borrower  on  the Old Second Amendment
Closing  Date  in  the original  principal  amount of $5,000,000
(the  "Additional  Term Loan";  the  Initial Term Loan and the
Additional Term  Loan  are referred  to, collectively, as the
"Term Loan").  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  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.

          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; provided, however, that (i) effective
on the date that  Foothill  receives Borrower's audited financial
statements for  Borrower's  fiscal  year ending on December  31,
2000,  and provided,  that  Borrower's  net  income  for  such
fiscal  year determined in accordance with GAAP, as evidenced by
such  audited financial statements, shall have been greater than
$0,  the  then applicable  rate of interest shall be reduced by
0.125 percentage points,  and  (ii)  effective on the date that
Foothill  receives Borrower's  audited  financial statements for
Borrower's  fiscal year  ending on December 31, 2001, and provided,
that  Borrower's net  income  for  such fiscal year determined in
accordance  with GAAP,  as  evidenced by such audited financial
statements,  shall have  been greater than or equal to $0, the
then applicable  rate of interest shall be reduced by 0.125
percentage points.

               (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 1.5% per annum
times the aggregate undrawn amount of all outstanding Letters of Credit.

               (c)  Default Rate.  Upon the occurrence and during the
continuation of an Event of Default, (i) all Obligations (except
for undrawn Letters of Credit) shall bear interest at a per annum
rate equal to 3.0 percentage points above the per annum rate
otherwise applicable thereto, and (ii) the Letter of Credit fee
provided in Section 2.6(b) shall be increased to 4.5% 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.  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
(to the extent not  so  instructed prior  to the Closing Date)
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 Bank shall enter  into  the  Lockbox Agreements  (to  the
extent not so entered  into  prior  to  the Closing  Date),
which among other things shall provide  for  the opening  of  a
Lockbox Account for the deposit of Collections  at the 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 Bank 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 Bank 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 the 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)  Modification/Extension Fee.  On the Closing Date, a
modification/extension fee of $500,000, which fee shall be  fully
earned  and  non-refundable when paid;  provided,  however,  that
Foothill shall credit $500,000 of the "Commitment Fee" payable by
Borrower  upon  the  execution of that certain letter  agreement,
dated  as  of October 22, 1999 (the "Commitment Letter")  against
such modification/extension fee to the extent the Commitment  Fee
was  paid  by  Borrower and not applied as a credit  against  the
agency fee payable pursuant to Section 2.11(b).

               (b)  Agency Fee.  On the Closing Date, an agency
fee of $250,000, which fee shall be fully earned and non-refundable
when paid; provided, however, that Foothill shall credit $250,000
of the "Commitment Fee" payable by Borrower upon the execution of
the Commitment Letter against such agency fee to the extent the
Commitment Fee was paid by Borrower and not applied as a credit
against the modification/extension fee payable pursuant to
Section 2.11(a).

               (c)  Unused Line Fee.  On the first day of each month
after the Closing Date during the term of this Agreement, an unused
line fee in an amount equal to 0.25% per annum times the Average
Unused Portion of the then extant Maximum Revolving Amount, which
fee shall be fully earned when due;

               (d)  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 then extant Maximum Amount, which
fee shall be fully earned when due;

               (e)  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

               (f)  Monthly Agency Fee.  On the first day of each
month after the Closing Date during the term of this Agreement, a
monthly agency fee in an amount equal to $12,500, which fee shall be
fully earned when due.

          2.12 Maximum Amount. Borrower may elect, at any time and
from time to time, by irrevocable written notice to Foothill, to
permanently reduce the Maximum  Amount by an amount equal to or
greater than the  lesser of  (a)  $10,000,000,  or (b) the amount
by  which  the  Maximum Amount, prior to the effectiveness of any
such reduction, exceeds $75,000,000;  provided,  however, that
in  no  event  shall  the Maximum Amount be reduced below $75,000,000.

     3.   CONDITIONS; TERM OF AGREEMENT.

          3.1  Conditions Precedent to the Initial Advance, Letter of
Credit, and F/X Line Indemnity.

       The obligation of Foothill to make the initial Advance, to
issue  the initial Letter of Credit, or to issue the initial  F/X
Line indemnity 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
December 10, 1999;

               (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:
                  (i)    the Reaffirmation Agreement;

                  (ii)   [intentionally omitted];

                  (iii)  the Copyright Security Agreement;

                  (iv)   the Patent Security Agreement; and

                  (v)    the Trademark Security Agreement;

               (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
Intercompany Notes, together with endorsements with respect thereto
duly endorsed in blank;

               (f)  Foothill shall have received a certificate from
the Secretary or an Assistant 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 or an Assistant
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, 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, and (A) with respect to the
State of Alabama, shall be dated within 15 days of the Closing
Date, and (B) with respect to all other jurisdictions, shall be
dated within 70 days of the Closing Date;

               (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)  Foothill shall have received satisfactory
evidence (which evidence may be in the form of a Certificate of
a Certifying 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;

               (m)  No Material Adverse Change shall have occurred;

               (n)  Foothill shall have received payment of all
accrued and unpaid Foothill Expenses;

               (o)  Foothill shall have received (i) commitments
from lenders and in amounts acceptable to Foothill in its sole
discretion to purchase participation interests in the Obligations
pursuant to documentation acceptable to Foothill in its sole
discretion, and (ii) participation agreements or amendments to
participation agreements, as applicable, in each case, in form
and substance satisfactory to Foothill;

               (p)  Borrower shall have retained a consulting
firm reasonably acceptable to Foothill (it being understood that
Altman & Company is acceptable to Foothill), which consulting
firm shall be continued to be retained by Borrower until such
time as Borrower shall have net income (determined in accordance
with GAAP) of at least $1.00 for a period of 2 consecutive fiscal
quarters, or such earlier date as Foothill and Borrower shall
mutually agree;

               (q)  Borrower shall have delivered to Foothill a
cost-cutting plan for Borrower's fiscal year ending December 31,
2000, which cost-cutting plan shall include such detail as
Foothill may reasonably request and shall otherwise be reasonably
satisfactory to Foothill; and

               (r)  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 all F/X Line indemnities on or after the Closing Date.

        The  following  shall  be  conditions  precedent  to  all
Advances,  all  Letters of Credit, and all F/X  Line  indemnities
hereunder on or after the Closing Date:

               (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)  (i)  within 10 Business Days following the Closing
Date, Borrower  shall have ordered certificates of status with  respect
to  Borrower from the appropriate officer of the jurisdictions in
which  its  failure  to  be  duly  qualified  or  licensed  would
constitute a Material Adverse Change and paid all fees  necessary
to obtain such certificates of status, and (ii) within 5 Business
Days   of  receipt  by  Borrower  or  its  counsel  of  any  such
certificate,   deliver  such  certificate  to  Foothill,    which
certificate  shall indicate that Borrower is in good standing  in
the applicable jurisdiction;

               (b)  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;

               (c)  on or before December 31, 1999, Foothill shall
have received each of the following documents, duly executed, and
each such document shall be in full force and effect:

                    (i)  The IPS Copyright Security Agreement; and

                   (ii)  The IPS Trademark Security Agreement;

               (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 after acquired Real Property;

                  (iii)  Foothill shall have received a preliminary
          title report in respect of such after acquired 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 such after acquired 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)  within 90 days following the Closing Date, Foothill
shall have  received satisfactory evidence that all existing copyrights
of  Borrower  (other  than  Exempt  Copyrights)  required  to  be
registered  under  Section  6.17 have been  registered  with  the
United  States  Copyright  Office  (or  are  the  subject  of   a
diligently  prosecuted application therefor), and that  all  such
copyrights  (other  than  Exempt  Copyrights)  and  any  proceeds
thereof  are  specifically encumbered by the  Copyright  Security
Agreement;

               (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; and

               (g)  [intentionally omitted]

               (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; provided, however,
that with respect to any "Pledged Foreign Issuer" (as defined in
the Pledge Agreement) as of the Closing Date, the Obligors need
not (i) deliver or cause to be delivered the original
certificates (to the extent any exist) representing or evidencing
the Pledged Shares issued by such Pledged Foreign Issuer, nor
(ii) comply or cause to be complied with all applicable foreign
law registration requirements for perfecting, under such foreign
law, the Lien of Foothill on such Pledged Shares, in each case,
until the date 60 days following the Closing Date before the
failure to do so would constitute an Event of Default.

          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,  2003 (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 or any outstanding  F/X
Line indemnities) 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 plus  the  Foreign  Currency Reserve),
in  full,  together  with  a  premium   (the   "Early Termination
Premium") equal to $1,000,000.  The Early Termination Premium
provided for in this section shall be deemed included  in
the Obligations.

          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 3.6, 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 shall be deemed included in the Obligations.

     4.   CREATION OF SECURITY INTEREST.

          4.1  Grant of Security Interest.  Borrower hereby
grants to Foothill a continuing security interest  in all right,
title, and interest of Borrower  in,  to, and  under  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. 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. Section  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. Section 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  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:

          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  [Intentionally Omitted]

          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)  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
each Obligor of 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
each Obligor of 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 T, U, and X of the Federal
Reserve Board) applicable to such Obligor, the Governing
Documents of such Obligor, or any order, judgment, or decree of
any court or other Governmental Authority binding on such
Obligor, (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 such
Obligor, (iii) result in or require the creation or imposition of
any Lien of any nature whatsoever upon any properties or assets
of such Obligor, 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 such Obligor.

               (c)  Other than the filing of appropriate financing
statements, fixture filings, and mortgages, the execution, delivery,
and performance by each Obligor of the Loan Documents to which such
Obligor 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)  The Loan Documents to which each Obligor is a
party, and all other documents contemplated hereby and thereby,
when executed and delivered by such Obligor will be the legally
valid and binding obligations of such Obligor, enforceable against
such Obligor in accordance with their respective terms, except as
enforcement may be limited by equitable principles or by
bankruptcy, insolvency, reorganization, moratorium, or similar
laws relating to or limiting creditors' rights generally.

               (e)  The Liens granted by each Obligor to Foothill
in and to its properties and assets pursuant to the 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, any other Obligor,  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 other  Obligor'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  other Obligor 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.

          5.16 Year 2000 Compliance. On  the  basis of a comprehensive
inventory,  review  and assessment  currently being undertaken by
Borrower of  Borrower's computer  applications  utilized  by  Borrower
or  contained  in products produced or sold by Borrower, and upon
inquiry  made  of Borrower's  material suppliers and vendors,
Borrower's management is of the considered view that:

               (a)  Current and Future Generations of Hardware and
Software.  All  of  Borrower's  hardware  and software  products
listed  in Borrower's  `Year 2000 Price List' dated January 1, 1999
or  any subsequent  standard  price  list  are  certified  as  Year
2000 Compliant  or will be so certified as new versions and  utilities
are released.

               (b)  Prior Generation of Hardware and Software.
Borrower reasonably anticipates that Borrower will make its prior
generations of hardware and software Year 2000 Compliant except
where it would be commercially impracticable or impossible to do
so and where the failure to do so will not result in a Material
Adverse Change.

               (c)  Internal Business Systems.  Borrower reasonably
anticipates that Borrower will successfully implement all internal
systems and programming changes necessary to make Borrower's internal
business systems Year 2000 Compliant in all material respects on
or before December 31, 1999.

               (d)  Suppliers and Other Third Parties.  Borrower is
diligently conducting a program of investigation with Borrower's
critical suppliers to ensure that such suppliers are, or become on a
timely basis, Year 2000 Compliant in all material respects.
Borrower includes in its new supplier agreements a provision
relative to the relevant supplier's own status as, or program to
become on a timely basis, Year 2000 Compliant in all material
respects.  Borrower also is diligently conducting discussions
with other entities with which Borrower interacts electronically
to ensure that such entities have appropriate plans to remediate
Year 2000 Compliance issues where such entities' systems
interface with Borrower's systems.

     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 25th 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 25th 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 such frequency (if any)
as Foothill  reasonably may require, a listing of Borrower's accounts
payable, by vendor; (d)  [intentionally  omitted];  (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,  on  such frequent   basis  as  Foothill  may  require,
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)  (1)  on  a monthly basis,  with  respect  to  each
Permitted  Appraised Asset Disposition with respect to  which  no
replacement  Equipment  was  purchased  in  respect  thereof,   a
detailed  report specifying each such Permitted Appraised  Assets
Disposition consummated since the last such report, and (2)  with
respect  to  each  Permitted  Appraised  Asset  Disposition  with
respect  to which replacement Equipment was purchased in  respect
thereof,  as requested by Foothill, 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, provided,  however,  that  with respect
to  any  such month that is the last  month  of  any  of
Borrower's  fiscal quarters, Borrower shall have until  the  date
that is the earlier of (i) the date that is 5 Business Days after
the  date on which Borrower makes its quarterly earnings  release
with respect to such fiscal quarter, or (ii) the date that is  45
days  after the end of such month, to deliver such balance sheet,
income  statement, and statement of cash flows to  Foothill;  and
(b)  as soon as available, but in any event within 120 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.  In addition to the  financial
statements  referred to above, Borrower agrees  to  deliver  such
other  information relative to Borrower and any  Subsidiaries  or
Affiliates  thereof as Foothill reasonably may request  and  such
financial  statements on a consolidating basis so as  to  present
Borrower  and, solely to the extent available, 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  5  Business Days 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 a Certifying 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 a Certifying 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 Original  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 in excess of $250,000 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  a  Certifying Officer of Borrower describing  such
ERISA  Event  and  any action that is being  taken  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.

          6.16 Year 2000 Compliance. Borrower  will  be Year 2000
Compliant  in  all  material respects by December 31, 1999.

          6.17 Copyright Registrations.  As soon as practicable but
in any event no less frequently than once every 6 months (or such
more frequent basis as Foothill reasonably  may  require), unless
Foothill  otherwise  agrees  in writing, Borrower shall: (a) cause
all copyrights in commercially significant  software  owned  by
Borrower  (other  than   Exempt Copyrights)  that are not already
the subject of  a  registration with  the  United  States  Copyright
Office  (or  an  application therefor diligently prosecuted) to be
registered with the  United States   Copyright  Office  in  a  manner
sufficient  to  impart constructive  notice  of Borrower's ownership
thereof;  and  (b) cause  to be prepared, executed, and delivered to
Foothill,  with sufficient  time to permit Foothill to record no later
than  the last  Business  Day within 10 days following the date  that
such copyrights have  been  registered  or   an   application   for
registration  has been filed, a Copyright Security  Agreement  or
amendment thereto with supplemental schedules in respect  thereof
reflecting  the  security interest of Foothill in  all  such  new
copyrights  in  commercially  significant  software  (other  than
Exempt  Copyrights,  which,  although  subject  to  the  security
interest  of  Foothill, shall not be required  to  be  registered
until  such time, if any, as they cease to be Exempt Copyrights),
which  supplemental  schedules  shall  be  in  form  and  content
suitable for registration with the United States Copyright Office
so  as  to give constructive notice, when so registered,  of  the
transfer by Borrower to Foothill of a security interest  in  such
copyrights.

          6.18 Sale or Other Disposition of Borrower's Hardware
Business.  Within  60  days  after the Closing Date  Borrower  shall
retain  the  services  of an investment banking  firm  to  advise
Borrower  on the sale or other disposition of Borrower's Hardware
Business.   Within 120 days after the Closing Date, Borrower  and
such  investment  banking  firm  shall  develop  and  deliver  to
Foothill  a  plan for the sale or other disposition of Borrower's
Hardware Business, which plan (including, without limitation, the
period  of  time  within which to complete  such  sale  or  other
disposition)  shall  be  acceptable  to  Foothill  in  its   sole
discretion.    Borrower  shall  complete  the   sale   or   other
disposition  of  Borrower's Hardware Business in accordance  with
and within the period of time contained in such plan.

     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  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 and Indebtedness to F/X Bank under  Permitted
F/X  Contracts (which Indebtedness outstanding as of the  Closing
Date is set forth in section (a) of Schedule 7.1);

               (b)  (i) unsecured guarantees of indebtedness of
Borrower's Subsidiaries, (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, and
(iii) guarantees of indebtedness of Z/I Imaging Corporation, a
Delaware corporation, in an aggregate amount at any one time
outstanding not to exceed $1,800,000, which guarantee may be
secured solely by a letter of credit (which Indebtedness
outstanding as of the Closing Date is set forth in section (b) of
Schedule 7.1); 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 in section (c) of
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) Other than
the Restructuring Transactions, 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  and  Restructuring Transactions, 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 to any Person that  is  not an Affiliate of Borrower 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  $4,000,000 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, Permitted
Dispositions, and  the Restructuring Transactions 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 and the  Restructuring Transactions,  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, 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;

               (g)  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, as of the end of each fiscal
quarter set forth below of at least the minimum amount corresponding
thereto:
               Fiscal Quarter Ending    Minimum Net Worth

               December 31, 1999          $235,000,000

               March 31, 2000             $216,000,000

               June 30, 2000 and  as      $200,000,000
               of  the  last day  of
               each  fiscal  quarter
               thereafter


          7.21 Capital Expenditures.  Make capital expenditures in any
 fiscal year in excess of $50,000,000.

     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) 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 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;

          8.9  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;

          8.10 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;

          8.11 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

          8.12 If the obligation of M&S, IG Delaware, or IPS under
any Loan Document to which it is a party 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:

                    (i)  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;

                    (ii) The notice shall be personally delivered
          or mailed, postage prepaid, to 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 Borrower claiming an interest
          in the Personal Property Collateral shall be sent to such
          addresses as they have furnished to Foothill;

                   (iii) 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;

               (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; and

               (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.

          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 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 35894-0001
                                   Mail Stop HQ 1200
                                   Attn:  Mr. Eugene H. Wrobel
                                   Fax No. 256.730.2742

          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  ANOTHER  LOAN
DOCUMENT   IN   RESPECT  OF  SUCH  OTHER  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.

          [Remainder of page left intentionally blank.]



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


                                INTERGRAPH CORPORATION,
                                a Delaware corporation


                                By /s/ John Wilhoite
                                  ------------------------------

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


                                FOOTHILL CAPITAL CORPORATION,
                                a California corporation


                                By /s/ Victor Barwig
                                  ------------------------------

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





                         EXHIBIT C-1
              (form of Compliance Certificate)


                 [on Borrower's letterhead]


To:  Foothill Capital Corporation, as Agent
     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 Amended and Restated
Loan  and Security Agreement, dated as of November 30,  1999
(as  the  same  may from time to time be amended,  modified,
supplemented  or  restated, the  "Loan  Agreement")  by  and
between   Intergraph  Corporation,  a  Delaware  corporation
("Borrower"), and Foothill Capital Corporation, a California
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:


                         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:
                         FACSIMILE:

(2)  FROM [NORWEST] TO:  FOOTHILL CAPITAL CORPORATION
                         ATTENTION:
                         FACSIMILE:

(3)  FROM FOOTHILL TO INTERGRAPH AND NORWEST:

Reference  hereby  is  made  to  that  certain  Amended  and
Restated  Loan and Security Agreement, dated as of  November
__,  1999 (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 Loan  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



                              By
                              Title:
                              Facimile:
                              Attn:

                              FOOTHILL CAPITAL CORPORATION



                              By
                              Title:

                              [NORWEST BANK, Minnesota, N.A.]



                              By
                              Title:




                         Exhibit F-3

              F/X RESERVE INCREASE CERTIFICATE
              --------------------------------


Today's date:__________________

(1)  FROM INTERGRAPH TO: FOOTHILL CAPITAL CORPORATON
                         ATTENTION:
                         FACSIMILE:

(2)  FROM FOOTHILL TO:   [NORWEST BANK MINNESOTA]
                         ATTENTION:
                         FACSIMILE:

(3)  FROM [NORWEST] TO INTERGRAPH AND FOOTHILL:

Reference  hereby  is  made  to  that  certain  Amended  and
Restated  Loan and Security Agreement, dated as of  November
__,  1999  (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 Loan  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



                              By
                              Title:
                              Facimile:
                              Attn:

                              FOOTHILL CAPITAL CORPORATION



                              By
                              Title:

                              [NORWEST BANK, Minnesota, N.A.]



                              By
                              Title: