OFFSHORE EMPLOYMENT CONTRACT
                 ----------------------------
  
THIS  AGREEMENT  is  made the 3rd day of  May,  1995,  BETWEEN
INTERGRAPH CORPORATION, whose registered office is One Madison
Industrial  Park, Huntsville, Alabama, USA 35807  (hereinafter
called  "the Company") of the one part and ALLAN B. WILSON  of
Room  901-910  Tai Yau Building, 181 Johnston  Road,  Wanchai,
Hong  Kong  (hereinafter called "the Employee") of  the  other
part.

                          WITNESSETH:

WHEREAS  the Company is desirous of employing the Employee  as
an Executive Vice President in the Asia Pacific Region and the
Employee is desirous of being so employed.

NOW,  THEREFORE, in consideration of the mutual  premises  and
convenants  herein  contained, the  parties  hereto  agree  as
follows:-

(1)  The  Company  shall employ the Employee and  the  Employee
     shall  serve the Company as an Executive Vice President  in
     the  Asia Pacific Region and elsewhere as required  by  the
     Company   upon   the   terms  and  conditions   hereinafter
     contained.

(2)  Subject  as  hereinafter provided the employment  hereunder
     shall  commence on the 22nd day of May, 1995 will  continue
     until   terminated  accordance  with  clause  8  hereunder.
     Throughout the course of this Agreement the Employee  shall
     be  based  in  and render his service in the  Asia  Pacific
     Region.

(3)  Remuneration:  The  Employee   shall   be
                    entitled  by way of remuneration  for  his
                    services   hereunder  to   a   salary   of
                    US$79,040.00  per annum  (or  such  higher
                    rate  as  may from time to time be  agreed
                    between the parties or determined upon and
                    notified to the Employee by the Company).

                    Such salary shall accrue from day to
                    day  and shall be payable by equal monthly
                    instalments    not   later    than    the
                    penultimate working day of each  month  in
                    United  States dollars or mutually  agreed
                    equivalent.

(4) Reporting  to:  James Meadlock,  Chairman
                    and CEO, Intergraph Corporation.

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Offshore Employment Contract                                 Page 1 of 3
-Allan B. Wilson


(5) Performance &
    Salary  Review: Your performance  will  be
                    reviewed  on  a regular basis  and  salary
                    will  be reviewed on an annual basis after
                    the initial year of service.


(6)  Relocation:    The Company will  pay  for
                    the airfares for Employee and his family
                    to locate from U.S.A.  to  Hong  Kong
                    (airfares  at first class).   
                    
                    The Company will reimburse Employee for the  
                    cost of relocating Employee's household goods  
                    and chattels from the U.S.A. (by sea freight)
                    to Hong Kong.

                    Upon  termination of this  agreement
                    the  Company will reimburse for relocating
                    Employee's household goods and chattels to
                    U.S.A.  (by  sea freight).   Additionally,
                    the  Company will pay for airfares  (first
                    class)  repatriation for Employee and  his
                    family from Hong Kong to U.S.A.

(7)  Home Leave:    Two business class tickets,
                    or  equivalent, from Hong Kong to USA  and
                    return will be provided by the Company for
                    Employee  and  his family  every  calendar
                    year  of  service in Hong Kong under  this
                    agreement.

(8) Termination
    of  Service:    Notice of termination  of
                    this  Agreement  may be  given  by  either
                    party for any reason whatsoever subject to
                    the  Company giving the Employee  two  (2)
                    months'  notice of termination in  writing
                    or the Employee giving the Company two (2)
                    months' notice of termination in writing.

(9) Personal
    Taxation:       It is agreed and understood that
                    you  will be required to file your own tax
                    return   in   Hong  Kong   and   will   be
                    responsible  for payment of any  resultant
                    Hong Kong tax.

                    It  is also agreed that you will  be
                    responsible for the payment of  any  taxes
                    required by the United States Government.

                    The Company will reimburse Employee for 
                    reasonable costs associated with professional tax  

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Offshore Employment Contract                              Page 2 of 3
-Allan B. Wilson


                    advice provided by Westpro in respect of  
                    preparation of Employee's U.S. income tax return.

(10) Annual  Leave: 20 working days  vacation
                    will   accrue   to   the   Employee   upon
                    completion of each year's service from the
                    commencement date of this Agreement.   The
                    annual  leave  under this Agreement  shall
                    run   concurrently   with   annual   leave
                    provided   to  the  Employee   under   the
                    separate  Employment  Agreement  for   the
                    Employee's services to be rendered in Hong
                    Kong.  The aggregate of remuneration under
                    the  two  aforesaid Employment  Agreements
                    shall  be applicable in respect of  annual
                    leave.


(11)     This Agreement shall be governed by and construed  in
         all respects in accordance with the laws of United States.


IN  WITNESS whereof this Agreement has been entered  into  the
day and year first above written.


SIGNED by                          SIGNED BY the said
on behalf of                       ALLAN B. WILSON
INTERGRAPH CORPORATION



/s/  Graeme  Farrell                /s/  Allan B. Wilson
------------------------           ----------------------
Graeme Farrell
Vice-President

                                   Witness:
                                   Signature:





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Offshore Employment Contract                                Page 3 of 3
-Allan B. Wilson





                     EMPLOYMENT AGREEMENT
                              OF
                        ALLAN B. WILSON
                        ---------------
            
THIS EMPLOYMENT AGREEMENT  ("Agreement") is hereby entered
into between INTERGRAPH ASIA PACIFIC LIMITED ("Employer") and
ALLAN B. WILSON ("Employee").

     WHEREAS, the Employer is currently engaged in a business
that requires the assistance of individuals with Employee's
executive qualifications, skills and experience, and

     WHEREAS, the Employer desires to procure the services of
Employee and Employee is willing to enter into the employ of
the Employer upon the terms and subject to the conditions set
forth herein, and

     WHEREAS, the parties believe it is in their mutual
interest to address in this Agreement certain of their rights
and responsibilities arising out of such employment
relationship and other important considerations addressed
herein.

     NOW THEREFORE, for adequate consideration and intending
to be legally bound, the Employer hereby employs Employee, and
the Employee hereby accepts such employment with the Employer,
upon the following terms and conditions:


Position:       Executive Vice President

Commencement
Date:           The commencement date of this agreement shall
                be May 22, 1995

Reporting to:   James Meadlock, Chairman and CEO, Intergraph
                Corporation

Salary:         Equivalent Annual Salary to be ONE HUNDRED
                AND EIGHTEEN THOUSAND FIVE HUNDRED AND SIXTY
                US Dollars (US$118,560), payable monthly in
                arrears.

Living and
Accommodation:  A suitable furnished apartment will be
                provided Employee and his family for living
                and accommodation in Hong Kong during the
                currency of this agreement.

                                                   Page 1 of 3 



                The Company shall assist Employee to find
                accommodation and will provide directly to a
                landlord any deposits (refundable to The
                Company) that are required under Lease for an
                apartment and also pay any associated agency
                and legal costs.

                The Company will pay for utilities including
                gas, electricity, water and phone the Company
                will provide all refundable deposits related
                to connection of said utilities provided that
                deposits are held in the Company's name.

Annual Leave:   20 days vacation will accrue to Employee upon
                completion of each year's service from the
                commencement date of this agreement.

Insurance:      Coverage for Employee and his family
                (resident in Hong Kong) for medical, dental
                and hospital expenses.

Performance and
Salary Review:  Employee's performance will be reviewed on a
                regular basis and Employee's salary will be
                reviewed on an annual basis after the initial
                year of service.

Business 
Expenses:       Employee's business expenses such as
                travel, meals, hotel accommodation and
                business telephone calls will be reimbursed
                to Employee by the Company upon submission of
                the appropriate expense reports with required
                receipts in accordance with Company Policy.
                Employee will be subject to all Asia-Pacific
                regional policies and procedures.

Termination:    Notice of termination of this employment
                agreement may be given by either party by the
                giving of two (2) months' notice to the other
                party and grounds for termination may be for
                any reason whatsoever.

Personal 
Taxation:       It is agreed and understood that
                Employee will be required to file own tax
                return in Hong Kong and will be responsible
                for payment of any resultant Hong Kong tax.

                It is also agreed that Employee will be
                responsible for the payment of any personal
                taxes required by the United States
                Government.

                                                    Page 2 of 3


Governing Law:  This agreement shall be governed by and
                construed in all respects in accordance with
                the Laws of Hong Kong.


EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT IN ITS
ENTIRETY AND HEREBY AGREES TO BE BOUND BY ITS TERMS.

IN WITNESS WHEREOF, for consideration the adequacy of which is
hereby acknowledged and intending to be legally bound, the parties 
hereto have caused this Agreement to be executed on the date 
below written.

Signed for and on behalf of          Accepted by the said
INTERGRAPH ASIA PACIFIC LTD          Allan B. Wilson on 3 day
                                     of May, 1995.



/s/ Graeme Farrell                   /s/  Allan B. Wilson
---------------------------          ------------------------
Graeme Farrell
Vice President 
                                     Witness:
                                     Signature:


                                               Page 3 of 3