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

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

                            RECITALS
                            --------

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

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

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

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

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

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

     (1)  The Aircraft identified in Schedule 1;

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

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

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

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

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

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

                           ARTICLE I

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

Section 1.1  - Title to Mortgaged Property
------------------------------------------

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

                           ARTICLE 2

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

Section 2.1  - Rights and Remedies Upon Default
-----------------------------------------------

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


Section 2.2  - Exercise of Remedies
-----------------------------------

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

Section 2.3  - Replacements and Additions
-----------------------------------------

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

                           ARTICLE 3

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

Section 3.1  - Entire Agreement
-------------------------------

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

Section 3.2  - Notices
----------------------

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

Section 3.3  - Loan Document
----------------------------

          This Agreement is a Loan Document.


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



                             INTERGRAPH CORPORATION,
                             a Delaware corporation


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

                             FOOTHILL CAPITAL CORPORATION,
                             a California corporation


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






                          EXHIBIT  C-1
                (Form of Compliance Certificate)


                   [on Borrower's letterhead]


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


          Re:  Compliance Certificate dated ____________, 199__

Ladies and Gentlemen:

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

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

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

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

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

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


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


                              Intergraph Corporation,
                              a Delaware corporation



                              By: ________________________
                              Name:
                              Title:




                  COPYRIGHT SECURITY AGREEMENT
                  ----------------------------


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

                            RECITALS
                            --------

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

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

                           ASSIGNMENT
                           ----------

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

          II.  Definitions; Interpretation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          III. Security Interest.

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

          VII. Copyright Registration, Renewal and Litigation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                              INTERGRAPH CORPORATION
                              a Delaware corporation



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


                              FOOTHILL CAPITAL CORPORATION,
                              a California corporation



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


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

     WITNESS my hand and official seal.



               Signature

[SEAL]


STATE OF CALIFORNIA      )
                         )  ss
COUNTY OF LOS ANGELES         )


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

     WITNESS my hand and official seal.



               Signature

[SEAL]




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

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

                            RECITALS
                            --------

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

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

                           ASSIGNMENT
                           ----------

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

     II.       Definitions; Interpretation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     III.      Security Interest.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                              INTERGRAPH CORPORATION,
                              a Delaware corporation


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

                              FOOTHILL CAPITAL CORPORATION,
                              a California corporation


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

STATE OF CALIFORNIA      )
                         )  ss
COUNTY OF                )
         ------------

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

               WITNESS my hand and official seal.


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

[SEAL]

STATE OF CALIFORNIA      )
                         )  ss
COUNTY OF                )
         ------------ 


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

     WITNESS my hand and official seal.



               Signature

[SEAL]




                        PLEDGE AGREEMENT


           PLEDGE AGREEMENT, dated as of December 20, 1996, made by
the  Persons listed on the signature pages hereof (each a "Pledgor"
and  collectively the "Pledgors"; provided that "Pledgor" shall  be
deemed  to  include any other Person that executes and delivers  an
amendment in the form of Exhibit A hereto agreeing to be  bound  by
the  terms  and provisions hereof), to Foothill Capital Corporation
("Foothill").


                     W I T N E S S E T H :


          WHEREAS, Intergraph Corporation ("Borrower") and Foothill
have  entered into that certain Loan and Security Agreement,  dated
as  of  even  date herewith (as it may be amended, supplemented  or
otherwise  modified  from  time  to  time,  the  "Loan  Agreement";
capitalized  terms  used  herein and not otherwise  defined  herein
shall  have  the meanings ascribed thereto in the Loan  Agreement);
and

           WHEREAS, each Pledgor is the legal and beneficial  owner
of the shares of capital stock or other equity securities described
in  Schedules  I, II, and III hereto (or any addenda  thereto)  and
issued  by the respective issuers named therein (collectively,  the
"Pledged Shares"); and

           WHEREAS,  as  used  herein, the  term  "Excluded  Equity
Interests"  shall mean: (i) equity interests in entities  that  are
not  corporations or limited liability companies but are  strategic
alliances, joint marketing ventures, joint development ventures, or
other  similar joint arrangements entered into by Borrower  in  the
ordinary  course of Borrower's business; and (ii) with  respect  to
any   Subsidiary,  options  or  other  rights  to  acquire   equity
securities  of that Subsidiary that are issued or granted,  in  the
ordinary  course  of  business and generally consistent  with  past
practice   of   Borrower's   Subsidiaries   (other   than   Foreign
Subsidiaries), to officers, directors, employees, or consultants of
that   Subsidiary   in   connection  with  incentive   compensation
arrangements and that do not in the aggregate, in the case  of  any
single Subsidiary, involve or permit the issuance of more than  15%
of  the  total  equity  securities of such Subsidiary,  and  equity
securities  issued  pursuant  to the exercise  of  such  rights  or
options; and

           WHEREAS,  the  Pledged Shares identified on  Schedule  I
hereto  as  of the date hereof (and any addenda thereto as  of  the
date  thereof) represent all of the capital stock or  other  equity
securities (other than Excluded Equity Interests) of each direct or
indirect Subsidiary of Borrower having total assets of $100,000  or
more  that  is not a Foreign Subsidiary (each, a "Pledged  Domestic
Issuer"); and

           WHEREAS,  the Pledged Shares identified on  Schedule  II
hereto (and any addenda thereto) represent all of the capital stock
or  other  equity  securities  (other  than  the  Excluded  Foreign
Portion)  of  each Foreign Subsidiary identified thereon  (each,  a
"Pledged Foreign Issuer); and

           WHEREAS,  the Pledged Shares identified on Schedule  III
hereto  (and any addenda thereto) represent all right,  title,  and
interest  of Borrower in and to all of the capital stock  or  other
equity interests underlying the Permitted Toehold Investments  (the
issuers  thereof being the "Pledged Toehold Issuers";  the  Pledged
Domestic  Issuers,  the Pledged Foreign Issuers,  and  the  Pledged
Toehold Issuers being, collectively, the "Issuers"); and

           WHEREAS,  it  is a condition precedent  under  the  Loan
Agreement to the making of the Advances and the Term Loan  and  the
issuance of Letters of Credit that the Pledgors shall have made the
pledge contemplated by this Agreement;

           NOW, THEREFORE, in consideration of the premises and  to
induce Foothill to make the Advances and the Term Loan and to cause
the  issuance of the Letters of Credit, each Pledgor hereby  agrees
with Foothill as follows:

           SECTION  l.     Pledge.  Each Pledgor hereby pledges  to
Foothill,  and grants to Foothill a security interest  in,  all  of
such  Pledgor's right, title, and interest in and to the  following
(the "Pledged Collateral"):

               (i)  all of the Pledged Shares;

                (ii)  all  additional  shares  of  stock  or  other
     securities  of any Issuer of the Pledged Shares from  time  to
     time  acquired by such Pledgor in any manner (any such  shares
     being  "Additional  Shares");  provided,  however,  that  with
     respect  to  any Pledged Domestic Issuer, any such  Additional
     Shares  shall  not  include  the  Excluded  Equity  Interests;
     provided  further  that with respect to  any  Pledged  Foreign
     Issuer,  any  such  Additional Shares shall  not  include  the
     Excluded Foreign Portion thereof;

               (iii)     the certificates (if any) representing the
     shares referred to in clauses (i) and (ii) above; and

                (iv)  all  dividends, cash, instruments  and  other
     property  or proceeds, from time to time received,  receivable
     or  otherwise distributed in respect of or in exchange for any
     or all of the Pledged Shares and/or Additional Shares.

           SECTION 2.     Security for Obligations.  This Agreement
secures,  and the Pledged Collateral is security for, the full  and
prompt payment by Borrower when due (whether at stated maturity, by
acceleration or otherwise) of, and the performance by Borrower  of,
the  Obligations, whether now or hereafter existing and whether for
principal,   interest,  fees,  expenses  or  otherwise,   and   the
performance   by   each   Pledgor  of  its  obligations   hereunder
(collectively, the "Secured Obligations").

           SECTION 3.     Delivery of Pledged Collateral.   Subject
to  Section 4.1 and Section 4.2 of the Loan Agreement and  only  to
the  extent  any  such certificates or instruments exist:  (a)  all
certificates or instruments representing or evidencing the  Pledged
Collateral  shall  be delivered to and held  by  or  on  behalf  of
Foothill pursuant hereto (and, in the case of Pledged Shares issued
by   any  Pledged  Foreign  Issuer,  to  the  extent  permitted  by
applicable foreign law) and shall be in suitable form for  transfer
by  delivery, or shall be accompanied by duly executed  instruments
of  transfer  or  assignment in blank, all in  form  and  substance
satisfactory to Foothill; (b) during any Triggering Event, Foothill
shall  have  the right to the extent permitted under any applicable
law,  at  any  time  in its discretion and without  notice  to  any
Pledgor,  to transfer to or to register in its name or in the  name
of  any  of its nominees any or all of the Pledged Collateral;  (c)
Foothill  shall have the right at any time to exchange certificates
representing  or  evidencing  any of  the  Pledged  Collateral  for
certificates  of smaller or larger denominations; and (d)  Foothill
acknowledges and agrees that, in the case of Pledged Shares  issued
by  any Pledged Foreign Issuer, any Pledgor may deliver to Foothill
one  or  more single certificates representing both Pledged  Shares
and  shares  which  are  not  pledged or  required  to  be  pledged
hereunder  (the  "Unpledged Shares") and that, upon  any  Pledgor's
written  request,  Foothill shall cooperate with  such  Pledgor  to
permit   the  exchange  of  certificates  of  smaller   or   larger
denominations  and shall return to, or permit to  be  retained  by,
such   Pledgor  certificates  representing  any  Unpledged  Shares;
provided,  however,  that (i) Foothill shall not  be  obligated  to
relinquish  possession of any certificates representing (either  in
whole  or  in part) Pledged Shares if in the reasonable opinion  of
Foothill such action would cause the Lien of Foothill with  respect
to  such  Pledged Shares to cease to be perfected, and (ii)  in  no
event  shall such Pledgor be entitled to the return of certificates
representing more than the Excluded Foreign Portion of any  Pledged
Foreign Issuer.

           SECTION  4.      Representations and  Warranties.   Each
Pledgor makes the following representations:

           (a)   As of the date that the applicable Pledged  Shares
are  pledged  hereunder,  the Pledged Shares  (i)  have  been  duly
authorized  and  validly  issued; (ii)  are  fully  paid  and  non-
assessable;  and  (iii)  constitute  (x)  all  of  the  issued  and
outstanding  capital stock and other equity securities (other  than
Excluded Equity Interests) of each Pledged Domestic Issuer, (y) all
of  the  issued  and  outstanding capital stock  and  other  equity
securities  (other  than the Excluded Foreign Portion  thereof)  of
each Pledged Foreign Issuer, and (z) all right, title, and interest
of  Borrower  in  and to all of the capital stock or  other  equity
interests underlying the Permitted Toehold Investments (and, as  to
each  Pledged Toehold Issuer, representing the percentage indicated
on  Schedule  III  of  all of the capital stock  and  other  equity
interests issued by such Issuer).

           (b)   Such Pledgor is the legal and beneficial owner  of
the  Pledged  Collateral free and clear of  any  Lien,  except  for
Permitted Liens.

           (c)   Upon  compliance  with any  applicable  local  law
registration requirements, the pledge of the Pledged Shares  issued
by  each Pledged Domestic Issuer pursuant to this Agreement creates
a  valid,  perfected and first priority security interest  in  such
Pledged Collateral, in favor of Foothill.

           (d)   Subject  to Section 4.1 of the Loan Agreement  and
except  with  respect  to any Pledged Collateral  relating  to  any
Pledged  Foreign  Issuer, no consent, authorization,  approval,  or
other  action by, and no notice to or filing with, any Governmental
Authority is required either (i) for the pledge by such Pledgor  of
the  Pledged Collateral pursuant to this Agreement or for  the  due
execution,  delivery  or  performance of  this  Agreement  by  such
Pledgor,  or  (ii) for the exercise by Foothill of  the  voting  or
other  rights provided for in this Agreement or of the remedies  in
respect  of  the  Pledged Collateral pursuant  to  this  Agreement,
except as may be required in connection with the disposition of the
Pledged  Collateral  by laws affecting the  offering  and  sale  of
securities  generally or for any filings necessary to  comply  with
applicable local law registration requirements.


          SECTION 5.     Further Assurances, Etc.  (a) Each Pledgor
agrees  that  at any time and from time to time, at  the  cost  and
expense  of  such Pledgor, such Pledgor will promptly  execute  and
deliver all further instruments and documents, and take all further
action,  that  may be necessary or desirable, or that Foothill  may
reasonably  request,  in  order to perfect  and  protect  the  Lien
granted or purported to be granted hereby or to enable Foothill  to
exercise and enforce its rights and remedies hereunder with respect
to any Pledged Collateral.

           (b)   Each  Pledgor agrees to defend the  title  to  the
Pledged  Collateral  and the Lien thereon of Foothill  against  the
claim  of  any other Person and to maintain and preserve such  Lien
until indefeasible payment in full of all obligations.

          SECTION 6.     Voting Rights; Dividends; Etc.

           (a)   As long as no Event of Default shall have occurred
and  be continuing (and, in the case of subsection (a) (i) of  this
Section  6, as long as no notice thereof shall have been  given  by
Foothill to the Pledgors pursuant to subsection (b) hereof):

           (i)  Each Pledgor shall be entitled to exercise any  and
all  voting  and other consensual rights pertaining to the  Pledged
Collateral  or  any part thereof for any purpose  not  inconsistent
with  the  terms  of  this Agreement or any  other  Loan  Document;
provided,  however, that such Pledgor shall not exercise  or  shall
refrain  from  exercising  any such  right  if  such  action  could
reasonably be expected to result in a Material Adverse Change;

          (ii) Each Pledgor shall be entitled to receive and retain
(subject  to  any Lien thereon in favor of Foothill)  any  and  all
dividends   or  distributions  paid  in  respect  of  the   Pledged
Collateral, other than any and all:

                     (A)   dividends paid or payable other than  in
          cash  in  respect of, and instruments and other  property
          received, receivable or otherwise distributed in  respect
          of, or in exchange for, any Pledged Collateral,

                     (B)  dividends and other distributions paid or
          payable  in  cash  in respect of any  Pledged  Shares  or
          Additional Pledged Shares in connection with a partial or
          total liquidation or dissolution or in connection with  a
          reduction of capital, capital surplus or paid-in-surplus,
          and

                      (C)    cash   paid,  payable   or   otherwise
          distributed  in  redemption of, or in exchange  for,  any
          Pledged  Collateral,  all  of which  shall  be  forthwith
          delivered to Foothill for deposit in the Lockboxes in the
          manner  set  forth in the Loan Agreement, and  shall,  if
          received  by such Pledgor, be received in trust  for  the
          benefit  of  Foothill,  be  segregated  from  the   other
          property  or  funds  of such Pledgor,  and  be  forthwith
          delivered to Foothill for deposit in the Lockboxes in the
          same   form   as   so   received  (with   any   necessary
          endorsement); and

           (iii) Foothill shall execute and deliver (or cause to be
executed  and delivered) to any Pledgor all such proxies and  other
instruments as such Pledgor may reasonably request for the  purpose
of  enabling  such Pledgor to exercise the voting and other  rights
which  it  is entitled to exercise pursuant to paragraph (i)  above
and  to  receive  the  dividends  or  distributions  which  it   is
authorized to receive and retain pursuant to paragraph (ii) above.

          (b)  Upon the occurrence and during the continuance of an
Event of Default:

                     (i)   Upon notice by Foothill to any  Pledgor,
          all  rights  of such Pledgor to exercise the  voting  and
          other  consensual  rights which  it  would  otherwise  be
          entitled  to exercise pursuant to Section 6(a) (i)  above
          shall  cease, and all such rights shall thereupon  become
          vested  in  Foothill who shall thereupon  have  the  sole
          right  to  exercise  such  voting  and  other  consensual
          rights.

                     (ii) All rights of any Pledgor to receive  the
          dividends  or  distributions which it would otherwise  be
          authorized to receive and retain pursuant to Section 6(a)
          (ii)  above  shall  cease,  and  all  such  rights  shall
          thereupon  become vested in Foothill who shall  thereupon
          have  the  sole  right  to receive and  hold  as  Pledged
          Collateral such dividends or distributions for deposit in
          the Lockboxes.

                     (iii)     All dividends or distributions which
          are received by any Pledgor contrary to the provisions of
          paragraph (ii) of this Section 6(b) shall be received  in
          trust  for  the benefit of Foothill, shall be  segregated
          from other property or funds of such Pledgor and shall be
          forthwith  delivered  to  Foothill  for  deposit  in  the
          Lockboxes  in  the  same form as so  received  (with  any
          necessary endorsement).

                    (iv) Each Pledgor shall, if necessary to permit
          Foothill to exercise the voting and other rights which it
          may  be  entitled to exercise pursuant to Section 6(b)(i)
          above  and  to  receive all dividends  and  distributions
          which  it  may  be  entitled  to  receive  under  Section
          6(b)(ii)  above,  execute and deliver to  Foothill,  from
          time  to  time  and  upon  written  notice  of  Foothill,
          appropriate proxies and other instruments as Foothill may
          reasonably request.  The foregoing shall not in  any  way
          limit Foothill's power and authority granted pursuant  to
          Section 8 hereof.

          SECTION 7.  Transfers and Other Liens; Additional Shares.
(a)  Each  Pledgor  agrees that it will not (i) sell  or  otherwise
dispose of, or grant any option or warrant with respect to, any  of
the  Pledged Collateral except as permitted by the Loan  Agreement,
or  (ii) create or permit to exist any Lien upon or with respect to
any of the Pledged Collateral, except for the Lien created pursuant
to this Agreement or Liens permitted pursuant to Section 7.2 of the
Loan Agreement.

           (b)   Each  Pledgor agrees that it will  (i)  except  as
permitted by the Loan Agreement, cause each Pledged Domestic Issuer
and  each Pledged Foreign Issuer of the Pledged Shares not to issue
any  shares of capital stock or other equity securities in addition
to  or  in substitution for the Pledged Shares (except for, in  the
case  of  Pledged Domestic Issuers, any Excluded Equity Interests),
(ii)  pledge hereunder, immediately upon its acquisition  (directly
or  indirectly) thereof, any and all Additional Shares,  and  (iii)
promptly  (and in any event within three Business Days) deliver  to
Foothill  a  Pledge Amendment, duly executed by  such  Pledgor,  in
substantially the form of Exhibit A hereto (a "Pledge  Amendment"),
in respect of the Additional Shares, together with all certificates
or  other  instruments representing or evidencing the  same.   Each
Pledgor  hereby  (i)  authorizes Foothill  to  attach  each  Pledge
Amendment  to this Pledge Agreement, (ii) agrees that  all  capital
stock  and  other equity securities listed on any Pledge  Amendment
delivered  to Foothill shall for all purposes hereunder  constitute
Pledged  Shares,  and  (iii) is deemed  to  have  made,  upon  such
delivery, the representations and warranties contained in Section 4
hereof with respect to such Pledged Collateral.

           SECTION  8.     Foothill Appointed Attorney-in-Fact  and
Proxy.    Subject   to  Section  6  hereof,  each  Pledgor   hereby
irrevocably  constitutes and appoints Foothill and any  officer  or
agent  thereof, with full power of substitution, as  its  true  and
lawful  attorney-in-fact and proxy with full irrevocable power  and
authority in the place and stead of such Pledgor and in the name of
such  Pledgor  or in its own name, from time to time in  Foothill's
discretion,  for  the purpose of carrying out  the  terms  of  this
Agreement,  to take any and all appropriate action and  to  execute
and  deliver  any and all documents and instruments which  Foothill
may  deem necessary or advisable to accomplish the purposes of this
Agreement,  and, without limiting the generality of the  foregoing,
hereby  gives  Foothill  the power and right,  on  behalf  of  such
Pledgor, upon the occurrence and during the continuance of an Event
of  Default,  to receive, indorse and collect all instruments  made
payable  to  such Pledgor representing any dividend or distribution
in  respect of the Pledged Collateral or any part thereof, to  give
full  discharge for the same, and to vote or grant any  consent  in
respect  of  the Pledged Shares authorized by Section 6(b)  hereof.
Each  Pledgor hereby ratifies, to the extent permitted by law,  all
that  any  said attorney shall lawfully do or cause to be  done  by
virtue  hereof.   This power, being coupled with  an  interest,  is
irrevocable  until,  and shall automatically  terminate  upon,  the
termination of this Agreement pursuant to Section 17.

           SECTION  9.      Foothill May Perform.  If  any  Pledgor
fails  to  perform  any  agreement contained herein,  Foothill  may
itself  perform, or cause performance of, such agreement,  and  the
expenses  of  Foothill incurred in connection  therewith  shall  be
payable  by  such  Pledgor under Section 12 hereof  and  constitute
Obligations secured hereby.

          SECTION 10.    Reasonable Care.  Foothill shall be deemed
to  have  exercised reasonable care in the custody and preservation
of  the  Pledged  Collateral  in  its  possession  if  the  Pledged
Collateral is accorded treatment substantially equal to that  which
Foothill  accords  its  own  property,  it  being  understood  that
Foothill shall not have any responsibility for (i) ascertaining  or
taking  action  with  respect  to  calls,  conversions,  exchanges,
maturities,  tenders  or  other matters  relative  to  any  Pledged
Collateral,  whether  or not Foothill has  or  is  deemed  to  have
knowledge of any such matter, or (ii) taking any necessary steps to
preserve  rights  against any Person with respect  to  any  Pledged
Collateral.

           SECTION  11.    Remedies upon Default.  If any Event  of
Default shall have occurred and be continuing:

           (a)   Foothill  may exercise in respect of  the  Pledged
Collateral,  in addition to other rights and remedies provided  for
herein or otherwise available to it, all the rights and remedies of
a  secured  party  after  default  under  the  Code  or  any  other
applicable  law in effect in the State of California at that  time,
and  Foothill  may also, without notice except as specified  below,
sell  the  Pledged Collateral or any part thereof in  one  or  more
parcels at public or private sale, at any exchange, broker's  board
or  at any office of Foothill or elsewhere, for cash, on credit  or
for future delivery, and upon such other terms as Foothill may deem
commercially reasonable.  Each Pledgor agrees that, to  the  extent
notice  of sale shall be required by law, at least ten days' notice
to  such  Pledgor of the time and place of any public sale  or  the
time  after  which any private sale is to be made shall  constitute
reasonable notification.  Foothill shall not be obligated  to  make
any  sale of Pledged Collateral regardless of notice of sale having
been  given.  Foothill may adjourn any public or private sale  from
time  to time by announcement at the time and place fixed therefor,
and  such sale may, without further notice, be made at the time and
place to which it was so adjourned.  Each Pledgor hereby waives any
claims  against  Foothill arising by reason of the  fact  that  the
price at which any Pledged Collateral may have been sold at such  a
private sale was less than the price which might have been obtained
at a public sale, even if Foothill accepts the first offer received
and  does  not  offer  such Pledged Collateral  to  more  than  one
offeree.    With  respect  to  Pledged  Collateral  consisting   of
securities registered under the Securities Act of 1933, as  amended
(the  "Securities  Act"),  Foothill  will  comply  with  applicable
securities laws in connection with any foreclosure sale.

           (b)   Each Pledgor recognizes that by reason of  certain
prohibitions  contained in the Securities Act and applicable  state
securities  laws, Foothill may be compelled, with  respect  to  any
sale  of  all  or  any  part of the Pledged  Collateral,  to  limit
purchasers to those who will agree, among other things, to  acquire
such securities for their own account, for investment, and not with
a  view  to  the  distribution  or resale  thereof.   Each  Pledgor
acknowledges and agrees that any such sale may result in prices and
other  terms less favorable to the seller than if such sale were  a
public  sale  without  such restrictions and, notwithstanding  such
circumstances,  agrees that any such sale shall be deemed  to  have
been  made in a commercially reasonable manner.  Foothill shall  be
under  no  obligation  to delay the sale  of  any  of  the  Pledged
Collateral  for the period of time necessary to permit any  Pledgor
to  register  such securities for public sale under the  Securities
Act,  or  under  applicable state securities  laws,  even  if  such
Pledgor would agree to do so.

          (c)  If Foothill determines to exercise its right to sell
any  or  all of the Pledged Collateral, upon written request,  each
Pledgor  shall,  from time to time, furnish to  Foothill  all  such
information  as  Foothill may request in  order  to  determine  the
number  of  shares and other instruments included  in  the  Pledged
Collateral  which  may be sold by Foothill as  exempt  transactions
under  the Securities Act and rules of the Securities and  Exchange
Commission thereunder, as the same are from time to time in effect.

           SECTION 12.    Expenses.  Each Pledgor will, jointly and
severally,  upon demand pay to Foothill the amount of any  and  all
reasonable  expenses, including, without limitation, the reasonable
fees  and  expenses of Foothill's counsel and of  any  experts  and
agents,  which  Foothill  may  incur in  connection  with  (i)  the
administration of this Agreement, (ii) the custody or  preservation
of, sale of, collection from, or other realization upon, any of the
Pledged Collateral, (iii) the exercise or enforcement of any of the
rights  and remedies hereunder of Foothill, or (iv) the failure  by
any Pledgor to perform or observe any of the provisions hereof.

          SECTION 13.    Security Interest Absolute.  All rights of
Foothill  and  obligations  of  the  Pledgors  hereunder,  and  all
security interests created or granted hereby, shall be absolute and
unconditional irrespective of:

                     (i)  any lack of validity or enforceability of
          any  provision  of the Loan Agreement or any  other  Loan
          Document  or  any other agreement or instrument  relating
          thereto;

                    (ii) any change in the time, manner or place of
          payment  of, or in any other term of, or any increase  in
          the amount of, all or any of the Secured Obligations,  or
          any  other  amendment or waiver of any term  of,  or  any
          consent  to  any departure from any requirement  of,  the
          Loan Agreement or any other Loan Document;

                     (iii)  any exchange, release or non-perfection
          of  any  Lien on any other collateral, or any release  or
          amendment  or waiver of any term of any guaranty  of,  or
          consent to departure from any requirement of any guaranty
          of, all or any of the Secured Obligations; or

                      (iv)   any  other  circumstance  which  might
          otherwise  constitute  a  defense  available  to,  or   a
          discharge of, Borrower or any Pledgor.

           SECTION 14.    Amendments, Etc.  No amendment or  waiver
of  any provision of this Agreement nor consent to any departure by
any  Pledgor  herefrom shall in any event be effective  unless  the
same  shall  be in writing and signed by Foothill and each  Pledgor
affected  thereby,  and  then  such  waiver  or  consent  shall  be
effective  only  in  the specific instance  and  for  the  specific
purpose for which given.

           SECTION  15.    Addresses for Notices.  All notices  and
other  communications provided for hereunder shall  be  in  writing
(including, without limitation, by telecopy) and mailed by  postage
prepaid  registered mail, return receipt requested,  telecopied  or
delivered  by hand, if to any Pledgor, in care of Borrower  and  in
the manner set forth in Section 12 of the Loan Agreement, and if to
Foothill,  in  the  manner set forth in  Section  12  of  the  Loan
Agreement.

           SECTION 16.    Continuing Security Interest; Transfer of
Obligations.   This  Pledge  Agreement shall  create  a  continuing
security interest in the Pledged Collateral and shall (i) remain in
full  force  and  effect until the termination  of  this  Agreement
pursuant  to  Section 17, (ii) be binding upon  each  Pledgor,  its
successors  and assigns, and (iii) inure, together with the  rights
and  remedies  of  Foothill hereunder, to the  benefit  of  and  be
enforceable  by  Foothill  and  its  successors,  transferees   and
assigns.

           SECTION  17.    Termination of Security Interest.   This
Agreement,  and  the security interests created or granted  hereby,
shall  automatically terminate and be released on the date at which
(i)  the commitments of Foothill to extend credit to Borrower under
the  Loan Agreement have been irrevocably terminated, and (ii)  all
Secured  Obligations have been fully and finally paid in cash.   In
addition, upon any Asset Disposition by any Pledgor of any  of  the
Pledged Collateral to the extent permitted under the Loan Agreement
(and the application of the proceeds thereof, if any, in accordance
with  the  Loan  Agreement), Foothill shall  release  the  security
interest  created  or  granted hereby in  respect  of  the  Pledged
Collateral  (but not the proceeds thereof) that is the  subject  of
such permitted Asset Disposition.  Upon any release of the security
interest created by this Agreement in any of the Pledged Collateral
pursuant  to this Section 17, Foothill (without recourse  upon,  or
any  representation  or  warranty whatsoever  by,  Foothill)  shall
promptly (i) return, transfer and deliver to the applicable Pledgor
all  certificates, instruments and other property held by  Foothill
pursuant to this Agreement representing or evidencing such  Pledged
Collateral  as  shall  not  have been  sold  or  otherwise  applied
pursuant  to  the  terms hereof, as the case may  be,  all  without
recourse  upon,  or  representation  or  warranty  whatsoever   by,
Foothill,  except  that the same shall be free  and  clear  of  any
claims, liens or encumbrances created by or in respect of Foothill,
and  at the cost and expense of such Pledgor, and (ii) execute  and
deliver  to each Pledgor (at the cost and expense of such  Pledgor)
such  instruments as may be reasonably requested  by  such  Pledgor
acknowledging the release of such security interest with respect to
such Pledged Collateral.

          SECTION 18.    Amendment of Governing Documents.  As soon
as  practicable and in any event within 90 days after  the  Closing
Date  (or,  if  later,  90 days after the date  that  such  Pledgor
becomes  a party to this Agreement) and to the extent permitted  by
applicable law, each Pledgor shall, and shall cause each applicable
Pledged Domestic Issuer or Pledged Foreign Issuer whose outstanding
common  stock  is  pledged  by it hereunder  to,  take  all  action
necessary  to  amend the governing documents of each  Issuer  where
such  governing  documents  restrict the  assignment  of  any  such
shares,  so  as to allow the enforcement by Foothill of its  rights
under this Agreement.


            SECTION  19.     Governing  Law;  Severability.    This
Agreement shall be governed by, and be construed and interpreted in
accordance  with,  the  law of the State of  California.   Wherever
possible, each provision of this Agreement shall be interpreted  in
such manner as to be effective and valid under applicable law,  but
if  any  provision  of  this Agreement shall be  prohibited  by  or
invalid  under applicable law, such provision shall be  ineffective
only  to  the extent of such prohibition or invalidity and  without
invalidating the remaining provisions of this Agreement.

          SECTION 20.    Waiver of Jury Trial.  Each Pledgor waives
any  right  it  may  have  to a trial by jury  in  respect  of  any
litigation  based  on, or arising out of, under  or  in  connection
with,  this Agreement or any other Loan Document, or any course  of
conduct,  course of dealing, verbal or written statement  or  other
action of any loan party or any secured party.

           SECTION  21.    Section Titles.  The Section titles contained
in  this  Agreement  are  and shall be without  substantive  meaning  or
content of any kind whatsoever and are not part of this Agreement.

          SECTION 22.    Waivers.

               (a)  To the maximum extent permitted by law, each Pledgor
hereby  waives:   (i) notice of acceptance hereof; (ii)  notice  of  any
loans or other financial accommodations made or extended under the  Loan
Agreement, or the creation or existence of any Obligations; (iii) notice
of  the amount of the Obligations, subject, however, to Section 2.10  of
the  Loan  Agreement and Pledgor's right to make inquiry of Foothill  to
ascertain  the  amount  of  the  Obligations  at  any  reasonable  time;
(iv) notice of any adverse change in the financial condition of Borrower
or  of any other fact that might increase such Pledgor's risk hereunder;
(v)  notice  of  presentment for payment, demand,  protest,  and  notice
thereof  as to any instrument among the Loan Documents; (vi)  notice  of
any  Default or Event of Default under the Loan Agreement; and (vii) all
other  notices  (except if such notice is specifically  required  to  be
given  to  such Pledgor under this Agreement) and demands to which  such
Pledgor might otherwise be entitled.

                (b)   To the fullest extent permitted by applicable law,
each  Pledgor  waives  the  right by statute  or  otherwise  to  require
Foothill to institute suit against Borrower or to exhaust any rights and
remedies which Foothill has or may have against Borrower.  Each  Pledgor
further waives any defense arising by reason of any disability or  other
defense  (other  than the defense that the Obligations shall  have  been
fully  and  finally indefeasibly paid) of Borrower or by reason  of  the
cessation  from  any cause (other than that the Obligations  shall  have
been fully and finally indefeasibly paid) whatsoever of the liability of
Borrower in respect thereof.

               (c)  To the maximum extent permitted by law, each Pledgor
hereby  waives:  (i) any rights to assert against Foothill  any  defense
(legal or equitable), set-off, counterclaim, or claim which such Pledgor
may  now  or  at any time hereafter have against Borrower or  any  other
party  liable  to  Foothill  on  account  of  or  with  respect  to  the
Obligations; (ii) any defense, set-off, counterclaim, or claim,  of  any
kind  or  nature,  arising directly or indirectly from  the  present  or
future  sufficiency,  validity, or enforceability  of  the  Obligations;
(iii)  any defense arising by reason of any claim or defense based  upon
an election of remedies by Foothill including, to the extent applicable,
the  provisions  of   580d  and  726 of the  California  Code  of  Civil
Procedure,  or  any similar law of California or any other jurisdiction;
(iv)  the  benefit of any statute of limitations affecting any Pledgor's
liability hereunder or the enforcement thereof.

               (d)  To the maximum extent permitted by law, each Pledgor
hereby waives any right of subrogation that such Pledgor has or may have
as  against  any  other  Pledgor with respect to  the  Obligations.   In
addition,  each Pledgor hereby waives any right to proceed  against  any
other   Pledgor,   now   or  hereafter,  for  contribution,   indemnity,
reimbursement,  or any other suretyship rights and claims  (irrespective
of  whether direct or indirect, liquidated or contingent), with  respect
to  the  Obligations.   Each Pledgor also hereby  waives  any  right  to
proceed  or to seek recourse against or with respect to any property  or
asset  of  any other Debtor.  As between any Pledgor and Foothill,  each
Pledgor  hereby agrees that, in light of the waivers contained  in  this
Section,  such Pledgor shall not be deemed to be a "creditor"  (as  that
term  is  defined  in  the Bankruptcy Code or otherwise)  of  any  other
Pledgor, whether for purposes of the application of Sections 547 or  550
of the United States Bankruptcy Code or otherwise.

                (e)   If any of the Secured Obligations at any time  are
secured by a mortgage or deed of trust upon real property, Foothill  may
elect,  in  its  sole  discretion, upon a default with  respect  to  the
Secured  Obligations,  to  foreclose such  mortgage  or  deed  of  trust
judicially  or nonjudicially in any manner permitted by law,  before  or
after  enforcing  this Agreement, without diminishing or  affecting  the
liability of any Pledgor hereunder.  Each Pledgor understands  that  (i)
by virtue of the operation of California's antideficiency law applicable
to  nonjudicial  foreclosures, an election by Foothill nonjudicially  to
foreclose  such  a  mortgage or deed of trust probably  would  have  the
effect  of impairing or destroying rights of subrogation, reimbursement,
contribution,  or  indemnity  of  such  Pledgor  against   Borrower   or
guarantors or sureties, and (ii) absent the waiver given by such Pledgor
herein,  such  an  election  might estop Foothill  from  enforcing  this
Agreement  against  such  Pledgor.   Understanding  the  foregoing,  and
understanding that each Pledgor is hereby relinquishing a defense to the
enforceability of this Agreement, each Pledgor hereby waives  any  right
to  assert  against  Foothill any defense to  the  enforcement  of  this
Agreement,  whether  denominated "estoppel" or otherwise,  based  on  or
arising from an election by Foothill nonjudicially to foreclose any such
mortgage or deed of trust.  Each Pledgor understands that the effect  of
the  foregoing  waiver  may  be that such  Pledgor  may  have  liability
hereunder  for amounts with respect to which such Pledgor  may  be  left
without rights of subrogation, reimbursement, contribution, or indemnity
against  Borrower or guarantors or sureties.  Each Pledgor  also  agrees
that  the  "fair  market  value"  provisions  of  Section  580a  of  the
California  Code  of  Civil Procedure shall have no  applicability  with
respect  to  the  determination of such Pledgor's liability  under  this
Agreement.

                (f)  WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER
OR  OTHER  PROVISION  SET FORTH IN THIS AGREEMENT, EACH  PLEDGOR  HEREBY
WAIVES,  TO THE MAXIMUM EXTENT SUCH WAIVER IS PERMITTED BY LAW, ANY  AND
ALL  DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE  OR  MORE  OF
CALIFORNIA  CIVIL CODE  2808, 2809, 2810, 2815, 2819, 2820, 2821,  2838,
2839,  2845, 2848, 2849, AND 2850, TO THE EXTENT APPLICABLE,  CALIFORNIA
CODE  OF CIVIL PROCEDURE  580a, 580b, 580c, 580d, AND 726, AND,  TO  THE
EXTENT APPLICABLE, CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE.

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                (g)  WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER
OR  OTHER  PROVISION  SET FORTH IN THIS AGREEMENT, EACH  PLEDGOR  HEREBY
WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY
FOOTHILL,  EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A  NONJUDICIAL
FORECLOSURE  WITH  RESPECT  TO SECURITY FOR A  SECURED  OBLIGATION,  HAS
DESTROYED SUCH PLEDGOR'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST
THE  PRINCIPAL  BY THE OPERATION OF SECTION 580d OF THE  CODE  OF  CIVIL
PROCEDURE OR OTHERWISE.

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           IN WITNESS WHEREOF, each Pledgor has caused this Agreement to
be  duly  executed and delivered by its duly authorized officer  on  the
date first above written.


                                   INTERGRAPH CORPORATION


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


                                   INTERGRAPH DELAWARE, INC.



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


                                   M&S COMPUTING INVESTMENTS, INC.


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

Accepted and Acknowledged:

FOOTHILL CAPITAL CORPORATION


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




                  TRADEMARK SECURITY AGREEMENT
                  ----------------------------

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

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

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

     ASSIGNMENT
     ----------

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

          II.       Definitions; Interpretation.

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

          "Event of Default" shall have the meaning ascribed
thereto in the Loan Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          III.      Security Interest.
                    -----------------
  
               A.  Assignment and Grant of Security Interest.  To secure the
Secured Obligations, Debtor hereby grants, assigns, transfers and
conveys to Secured Party a continuing security interest in all of
Debtor's right, title and interest in and to the following
property, whether now existing or hereafter acquired or arising and
whether registered or unregistered (collectively, the "Trademark
Collateral"):

                    (i) all state (including common law), federal and foreign
     trademarks, service marks and trade names, corporate names, company
     names, business names, fictitious business names, trade styles,
     trade dress, logos, other source or business identifiers, designs
     and general intangibles of like nature, now existing or hereafter
     adopted or acquired, together with and including all licenses
     therefor held by Debtor, and all registrations and recordings
     thereof, and all applications filed or to be filed in connection
     therewith, including registrations and applications in the PTO, any
     State of the United States or any other country or any political
     subdivision thereof, and all extensions or renewals thereof,
     including without limitation any of the foregoing identified on
     Schedule A hereto (as the same may be amended, modified or
     supplemented from time to time), and the right (but not the
     obligation) to register claims under any state or federal trademark
     law or regulation or any trademark law or regulation of any foreign
     country and to apply for, renew and extend any of the same, to sue
     or bring opposition or cancellation proceedings in the name of
     Debtor or in the name of Secured Party for past, present or future
     infringement or unconsented use thereof, and all rights arising
     therefrom throughout the world (collectively, the "Trademarks");

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

               (iii) all general intangibles related to or arising out of
     any of the Trademarks and all the goodwill of Debtor's business
     symbolized by the Trademarks or associated therewith; and

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

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

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

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

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

          IV. Further Assurances; Appointment of Secured Party as Attorney-
in-Fact.  Debtor at its expense shall execute and deliver, or cause
to be executed and delivered, to Secured Party any and all
documents and instruments, in form and substance satisfactory to
Secured Party, and take any and all action, which Secured Party may
reasonably request from time to time, to perfect and continue
perfected, maintain the priority of or provide notice of Secured
Party's security interest in the Trademark Collateral and to
accomplish the purposes of this Agreement.  Secured Party shall
have the right, in the name of Debtor, or in the name of Secured
Party or otherwise, without notice to or assent by Debtor, and
Debtor hereby irrevocably constitutes and appoints Secured Party
(and any of Secured Party's officers or employees or agents
designated by Secured Party) as Debtor's true and lawful attorney-
in-fact with full power and authority, if Debtor refuses or fails
to do so timely, (i) to sign the name of Debtor on all or any of
such documents or instruments and perform all other acts that
Secured Party deems necessary or advisable in order to perfect or
continue perfected, maintain the priority or enforceability of or
provide notice of Secured Party's security interest in, the
Trademark Collateral, and (ii) to execute any and all other
documents and instruments, and to perform any and all acts and
things, for and on behalf of Debtor, which Secured Party reasonably
may deem necessary or advisable to maintain, preserve and protect
the Trademark Collateral and to accomplish the purposes of this
Agreement, including (A) after the occurrence and during the
continuance of any Event of Default, to defend, settle, adjust or
institute any action, suit or proceeding with respect to the
Trademark Collateral, (B) during a Triggering Event, to assert or
retain any rights under any license agreement for any of the
Trademark Collateral, and (C) after the occurrence and during the
continuance of any Event of Default, to execute any and all
applications, documents, papers and instruments for Secured Party
to use the Trademark Collateral, to grant or issue any exclusive or
non-exclusive license with respect to any Trademark Collateral, and
to assign, convey or otherwise transfer title in or dispose of the
Trademark Collateral.  The power of attorney set forth in this
Section 3, being coupled with an interest, is irrevocable so long
as this Agreement shall not have terminated in accordance with
Section 17.

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

               A.  No Other Trademarks.  Schedule A sets forth, as of the
Closing Date, a true and correct list of all of the existing
Trademarks that are registered, or for which any application for
registration has been filed with the PTO or any corresponding or
similar trademark office of any other U.S. or foreign jurisdiction,
and that are owned or held (whether pursuant to a license or
otherwise) and used by Debtor.

               B.  Trademarks Subsisting.  Each of the Trademarks listed in
Schedule A is subsisting and has not been adjudged invalid or
unenforceable, in whole or in part, and, to the best of Debtor's
knowledge, each of the Trademarks is valid and enforceable.

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

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

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

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

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

          VIII. Secured Party's Duties.  Notwithstanding any provision
contained in this Agreement, Secured Party shall have no duty to
exercise any of the rights, privileges or powers afforded to it and
shall not be responsible to Debtor or any other Person for any
failure to do so or delay in doing so.  Except for the accounting
for moneys actually received by Secured Party hereunder or in
connection herewith, Secured Party shall have no duty or liability
to exercise or preserve any rights, privileges or powers pertaining
to the Trademark Collateral.

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

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

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

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

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

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

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

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

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

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

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


                            INTERGRAPH CORPORATION,
                            a Delaware corporation



                            By:   
                                  -----------------------------

                            Title:
                                  -----------------------------




                            FOOTHILL CAPITAL CORPORATION,
                            a California corporation



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




STATE OF CALIFORNIA    )
                       )ss
COUNTY OF LOS ANGELES ) 



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

     WITNESS my hand and official seal.



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

[SEAL]


STATE OF CALIFORNIA    )
                       )ss
COUNTY OF LOS ANGELES)


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

     WITNESS my hand and official seal.



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

[SEAL]





                    As of December 20, 1996



Foothill Partners II, L.P.
Foothill Partners III, L.P.
11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California 90025


Ladies and Gentlemen:

           This  letter will confirm the agreement of  Intergraph
Corporation,  a Delaware corporation ("Borrower")  that  each  of
Foothill  Partners II, L.P. and Foothill Partners III, L.P.  (the
"Funds"),  in  connection with their acquisition of participation
interests  in  debt  of the Borrower, will  be  entitled  to  the
following contractual rights, in addition to the specified rights
to  certain non-public financial information, inspection  rights,
and  other  rights  specifically  provided  to  Foothill  Capital
Corporation  ("FCC") and/or its participants under the  Loan  and
Security  Agreement,  dated as of December 20,  1996  (the  "Loan
Agreement"):

          (1)   The Funds each shall be permitted to select one
representative  ("Representatives") to consult  with  and  advise
management of Borrower on significant business issues,  including
such management's proposed annual operating plans, and management
of  Borrower  will  make  itself available  to  meet  with  those
Representatives regularly during each year by telephone and/or at
Borrower's  facility at mutually agreeable times,  on  reasonable
prior  written  notice, for such consultation and advice  and  to
review progress in achieving such plans.

          (2)    In the event of any material development to or
affecting  Borrower's  business  (a)  that  could  reasonably  be
expected  to materially impair Borrower's ability to perform  its
obligations  under the Loan Agreement or of Foothill  to  enforce
the  Obligations (as defined in the Loan Agreement) or to realize
upon  the Collateral (as defined in the Loan Agreement),  or  (b)
that  could  reasonably be expected to have  a  material  adverse
effect  on  the  value of the Collateral or the amount  that  FCC
would  be likely to receive (after giving consideration to delays
in  payment and costs of enforcement) in the liquidation of  such
Collateral, Borrower shall notify the Representatives and provide
the  Representatives  with the opportunity, on  reasonable  prior
written  notice, to consult with and advise Borrower's management
of its views with respect thereto.

          (3)    The Representatives may examine the books and records
of  Borrower  and  visit  and  inspect  its  facilities  and  may
reasonably request information at reasonable times and  intervals
concerning  the general status of Borrower's financial conditions
and operations.


Foothill Partners II, L.P.
Foothill Partners III, L.P.
As of December 20, 1996
Page 2



          (4)    On reasonable prior written notice, the Representatives
may discuss the business operations, properties and financial and
other  conditions of Borrower with Borrower's officers, employees
and   directors   and   with  Borrower's  independent   certified
accountants and investment bankers.

          (5)   The Funds shall be entitled to request that Borrower
provide  them  when available, with copies of (i)  all  financial
statements, forecasts and projections provided to or approved  by
its   Board  of  Directors;  (ii)  all  notices,  minutes,  proxy
materials, consents and correspondence and other material that it
provides  to  its  Directors and shareholders; (iii)  any  letter
issued  to Borrower by its accountants with respect to Borrower's
internal controls; (iv) any documents filed by Borrower with  the
Securities   and   Exchange  Commission;  (v)   copies   of   all
information,  statements and reports provided to  FCC  under  the
Loan  Agreements; and/or (vi) such other business  and  financial
data  as  the Representatives reasonably may request  in  writing
from  time  to time; other than, in each case, any such materials
provided by Borrower to its Directors to the extent protected  by
applicable  attorney work-product doctrine and/or attorney-client
privilege.

           The  Funds  agree that they will not disclose  to  any
third   party  any  information  provided  to  them  by  Borrower
hereunder which is not generally available to the public or which
is  specifically  designated by Borrower as confidential,  except
with  the  prior express approval of Borrower or as may otherwise
by required by applicable law.

           The  rights described herein shall apply and  continue
for  so  long  as  the  Funds continue  to  hold  any  amount  of
indebtedness  (or a participation interest therein)  of  Borrower
owned  by  the  Fund  as  of  the closing  date  under  the  Loan
Agreement.

                              Very truly yours,

                              INTERGRAPH CORPORATION


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




Foothill Partners II, L.P.
Foothill Partners III, L.P.
As of December 20, 1996
Page 3




AGREED AND ACCEPTED AS OF THIS
20th DAY OF DECEMBER, 1996.

FOOTHILL PARTNERS II, L.P.

By:
   ---------------------------
    Managing General Partner

FOOTHILL PARTNERS III, L.P.

By:
   ---------------------------
    Managing General Partner