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Agreement to Resolve Patent Infringement Claims - International Business Machines Corp. and Intergraph Corp.

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              Agreement to Resolve Patent Infringement Claims

     This  Agreement  to  Resolve Patent Infringement  Claims  (hereinafter
"Agreement"),  shall  be  effective  January  30,  2003  by   and   between
International   Business  Machines  Corporation  ("IBM")   and   Intergraph
Corporation,  Intergraph  Properties  Company,  Inc.,  Intergraph  Software
Technologies  Company  Inc.  and  Intergraph  Hardware  Technologies   Inc.
(cumulatively "Intergraph").


     Whereas,  Intergraph previously designed, developed, and  manufactured
computer hardware products; and

     Whereas,  IBM  currently develops, manufactures  and  markets  various
software  products,  electronic components (including integrated  circuits,
circuit boards) and computer systems; and

     Whereas,  Intergraph  and IBM have been engaged in  protracted  patent
licensing discussions pertaining to certain patented technologies  of  each
company,  but now desire to resolve any and all patent infringement  claims
between the parties, as described herein.

     Now  therefore,  in  an  effort to facilitate the  execution  of  more
definitive  agreements  reflecting the 1) sale and  assignment  of  certain
patents from IBM to Intergraph, 2) the cross-licensing of other patents, 3)
the  tender  of  a  balancing payment from IBM to  Intergraph  and  4)  the
development  of  cohesive business relationships between the  parties,  the
parties agree as follows:

A. Patent Cross-License

     In  consideration of each party's performance hereunder,  the  parties
are  entering,  concurrently with this Agreement, into a definitive  patent
cross-license agreement (the Cross-license). The Cross-license reflects the
following terms and provisions:

1. A  balancing  payment  of  $10  million   dollars,  payable  by  IBM  to
  Intergraph. That said balancing payment reflects the paid-up net  present
  value  of the royalty otherwise payable annually over the remaining  term
  of Intergraph's last to expire Clipper patents.

2. That  the Cross-license shall  not grant any implied license or immunity
  (either  directly or by implication, estoppel or otherwise) to any  third
  parties not otherwise expressly licensed under the Cross-license.

3. That the Cross-license shall  not grant a license for products that  are
  produced  by IBM or Intergraph as manufacturer on a contract basis  as  a
  "foundry"  for  the  manufacture  of OEM  products,  which  merely  "pass
  through"  the  manufacturer for resale by an  OEM,  except  as  expressly
  licensed under the Cross-license.

4. That  nothing  in  this  Agreement shall be construed or  considered  to
  create  any  right of sublicense, implied right of license to  any  third
  party,  or  to  extend  any license other than to  the  parties  to  this
  Agreement,  or  construed or considered to create  any  right  to  either
  party  for  "foundry" activities, except as expressly provided under  the

5. That the  Cross-license may  be extended to  subsidiaries who  elect  to
  enjoy the benefits and incur the obligations hereunder.

B. Sale of Patents

     IBM  agrees to execute a recordable patent assignment in substantially
the  form, and with substantially the same terms and provision as set forth
in  attached Attachment 1, properly documenting the sale and assignment  of
all rights, title and interest from IBM to Intergraph Hardware Technologies
Company ("IHTC"), to twenty-five US Patents selected by Intergraph from the
list  set forth in Attachment 2, together with all foreign counterparts,  a
list of such selected 25 patents to be provided by Intergraph to IBM within
90  days  after signing of this Agreement. Further, the parties agree  that
such  assignment shall expressly convey the right for IHTC to collect  past
damages  from  the infringement of such patents from third  parties,  other
than  those licensed under such patents. IBM agrees to assist and cooperate
with  IHTC  in the filing of the assignments for the assigned IBM  patents,
and the prosecution of any pending applications and/or further continuation
or derivative rights pertaining to the assigned patents.

C.  Intergraph  Licensing  Program Covering US  Patents  4899275,  4933835,
5091846, 4860192, and 4884197  (Clipper Patents)

     IBM  acknowledges that Intergraph intends to seek payment  for  patent
license  agreements from computer system vendors (other than system vendors
reselling  a  Licensed  Product as defined in the Cross-license,  purchased
from  IBM) under US Patents 4899275, 4933835, 5091846, 4860192, and 4884197
(the Clipper Patents) . Except as relates to court or government orders  or
assertions made by Intergraph against IBM customers pertaining to  products
or  services supplied by IBM, either directly or indirectly, IBM agrees not
to  interfere  with any third-party licensing activity of  Intergraph  with
respect to the Clipper Patents, in particular:

1. Not  to  challenge  the  validity of the Clipper Patents, nor assist  or
  request  any  third  party  to: (i) contest  the  legality,  validity  or
  enforceability  of  any of the Clipper Patents or Intergraph's  ownership
  of  them,  (ii)  request reexamination, or assist or  request  any  third
  party  to  request reexamination of any of the Clipper Patents, or  (iii)
  assert  patent exhaustion or any other theory by which the  covenant  not
  to  sue granted herein extends immunity from suit for infringement  of  a
  Clipper Patent to any third party.

2. Not  to  bring  suit, or  assist others in bringing  suit  to  challenge
  Intergraph's position on exhaustion or implied license issues as  to  the
  Clipper Patents.

3. Not to assist others with arguments of invalidity, exhaustion or implied
  license, or other defenses of any type to the Clipper Patents.

4. Not  to  bring,  assist  in bringing or participate  in  any  litigation
  asserting  that this Agreement or the Cross-license precludes  Intergraph
  from  pursuing license agreements with other computer system vendors  for
  the  Clipper patents, except to the extent of the rights granted pursuant
  to this Agreement and the Cross-license.

D. Intergraph and IBM Business Relations

The  parties  agree to utilize commercially reasonable efforts to  identify
common business opportunities, and/or areas for the development of cohesive
business  relationships between the parties, from  which  the  parties  can
expand  business  and  revenue opportunities for Intergraph  and  IBM.  IBM
agrees  to identify appropriate contacts within IBM, whom can work together
in good faith with appropriate representatives of Intergraph's Mapping GIS,
and  Public  Safety  Divisions,  to  arrange  business,  teaming,  bidding,
reselling, and marketing opportunities between IBM and Intergraph.

E. Releases

The parties further agree that:
1. All  actions taken  with  respect to this Agreement, and/or amounts paid
  in   accordance  herewith,  are  undertaken  in  consideration   of   the
  settlement of patent infringement claims, and are nonrefundable, even  if
  the  validity, scope, or enforceability of any Intergraph or  IBM  patent
  is  subsequently  challenged and deemed to be held invalid,  of  narrower
  scope, or unenforceable.

2. As  additional  consideration for  resolution of all  respective  patent
  infringement  claims,  but  subject to all  of  the  provisions  of  this
  Agreement and the Cross-license, the parties shall release, covenant  not
  to  sue  for,  acquit and forever discharge the other from  any  and  all
  claims  or liability for infringement or alleged infringement of any  IBM
  or  Intergraph  Licensed Patents (as defined in the  Cross-license)  with
  respect  to  performance  by the other prior to the  Effective  Date,  of
  acts,  which if performed on or after the Effective Date, would  be  acts
  licensed under the Cross-license.

F. Term

This  Agreement shall become effective as of the date set forth  above  and
shall  continue  in effect for a period of nine months from  the  effective
date of this Agreement.

G. Public Announcements

The  parties  acknowledge that the parties' licensing arrangements  may  be
material corporate events, and that each party shall have the right to make
an  appropriate filing with the SEC disclosing the material  provisions  of
the  parties'  licensing terms, redacting terms to the extent  permissable.
Further,   IBM  agrees  to  cooperate  with  Intergraph  in  drafting   and
disseminating  of  a joint press release announcing the parties'  licensing
arrangement, subject to the requirements set forth under the Cross-license.

      [the remainder of this page has intentionally been left blank]

H.  Resolution of Conflicts Between Agreements

In  the  event  of a conflict between the terms of this Agreement  and  the
Cross-license, the terms of the Cross-license shall control.

Intergraph   Corporation            International Business Machines Corporation

By  /s/ David Vance Lucas           By    /s/ Gerald Rosenthal
Its  Vice President and 	    Its    Vice President
General Counsel

Intergraph Properties Company, Inc.

By   /s/ David R. Hancock
Its   President

Intergraph Software Technologies Company Inc.
By   /s/ David R. Hancock
Its   President

Intergraph Hardware Technologies Inc.
By   /s/ David R. Hancock
Its   President

                               Attachment 1

                     Agreement Reference Number________________


     PATENT  ASSIGNMENT AGREEMENT ("Agreement") with  an Agreement Date  of
New  York  corporation  ("IBM"),  and INTERGRAPH  CORPORATION,  a  Delaware
corporation ("INTERGRAPH").

     WHEREAS, IBM has the right to assign the "Assigned Patents" as defined
below,  subject  to  certain  reserved rights, and  INTERGRAPH  desires  to
acquire  an  ownership  interest in the Assigned Patents  subject  to  such

     NOW  THEREFORE, in consideration  of the premises and mutual covenants
herein  contained,  as  well as the parties' entry into  the  Agreement  to
Resolve  Patent Infringement Claims effective as of January 30,  2003,  IBM
and INTERGRAPH agree as follows:

Section 1.          Definitions
1.1   "Assigned Patents" shall mean, and be strictly limited to the  United
States  Letters  Patents  listed  in Exhibit  A  hereto,  and  all  foreign
counterparts thereof.

1.2  "Effective Date" shall mean January 1, 2003.

1.3  "Subsidiary" shall mean a corporation, company or other entity:
(a)  more  than  fifty  percent  (50%)  of  whose  outstanding  shares   or
     securities  (representing  the right  to  vote  for  the  election  of
     directors or other managing authority) are, now or hereafter, owned or
     controlled, directly or indirectly, by a party hereto, or
(b)  which  does not have outstanding shares or securities, as may  be  the
     case  in  a  partnership, joint venture or unincorporated association,
     but  more  than  fifty  percent  (50%)  of  whose  ownership  interest
     representing  the  right to make the decisions for  such  corporation,
     company  or  other  entity is now or hereafter, owned  or  controlled,
     directly  or  indirectly,  by a party hereto,  but  such  corporation,
     company  or  other entity shall be deemed to be a Subsidiary  only  so
     long as such ownership or control exists.
Section  2.     Assignment and Release
2.1   Effective  upon  the  Effective  Date,  and  subject  to  all  rights
granted to others thereunder  prior to  the Effective  Date, and subject to
IBM's reservation of rights set forth  in Section  3,  IBM hereby transfers
and  assigns  to  INTERGRAPH   all  of  IBM's  right,  title  and  interest
throughout the world in and to  the  Assigned Patents.

2.2   INTERGRAPH shall be solely responsible for all actions and all  costs
whatsoever associated with the perfection of rights, title, and interest in
an  to  the  Assigned  Patents, provided however,  that  upon  INTERGRAPH's
written  request,  IBM shall deliver copies of any and  all  papers,  shall
execute  all  documents and instruments, and shall do all lawful  acts,  in
each  case  as  may  be necessary and at INTERGRAPH's expense,  to  perfect
INTERGRAPH's rights, title, and interest in and to the Assigned Patents.

2.3   INTERGRAPH shall be solely responsible for all actions and all  costs
whatsoever arising after the Effective Date and associated with prosecuting
and maintaining the enforceability of the Assigned Patents.

2.4   No  license, immunity, ownership interest, or other right is  granted
under  this  Agreement,  either directly or by  implication,  estoppel,  or
otherwise,  except with respect to the Assigned Patents  as  expressly  set
forth herein.

Section 3.          Reserved Rights
3.1   IBM  hereby reserves and retains, for the benefit of itself  and  its
Subsidiaries,  successors,  and assigns, under  the  Assigned  Patents,  an
irrevocable,  nonexclusive, worldwide, fully paid-up right and  license  to
make,  have  made, use, have used, import, license, offer  to  sell,  sell,
lease,  and  otherwise transfer any product or service,  and  to  authorize
others  to  do  any of the foregoing on behalf of IBM and its Subsidiaries.
Such  reserved  license  shall include the right to  grant  fully  paid  up
sublicenses to:
(a)  entities which are now or hereafter, Subsidiaries of IBM;
(b)  any third party having a right, as of the Effective Date, to obtain  a
     license from IBM under the Assigned Patents;
(c)  any third party:
          (i)   renewing any written agreement with IBM in existence on the
          	Effective Date; or
          (ii)  having  a  written agreement with IBM in existence  on  the
           	Effective Date and entering into a new agreement with IBM;
     and  where,  in the case of either (i) or (ii), said existing  written
     agreement  grants  to such third party any right  under  the  Assigned
     Patents, provided that any sublicense hereafter granted by IBM to such
     third  party  in  accordance with this Subsection (c) may  extend  the
     duration  of,  but shall not expand the scope of, any existing  rights
     set forth in said existing written agreement.

The  term  of such reserved license shall be from the Effective Date  until
the expiration of the last to expire of the Assigned Patents.

3.2   IBM  hereby reserves and retains, for the benefit of itself  and  its
Subsidiaries, successors, and assigns, any and all rights to past, present,
and  future  royalties and other consideration in exchange for rights  with
respect  to  the  Assigned  Patents,  arising  out  of  or  accruing  under
agreements between IBM (and/or its Subsidiaries) and third parties existing
prior to or on the Effective Date, together with any and all such royalties
and  other  consideration arising out of or accruing under any  license  or
sublicense granted by IBM pursuant to Section 3.1.

Section 4.          Communication
4.1   Notices  and  other communications shall be sent by facsimile  or  by
registered  or  certified  mail  to the  following  address  and  shall  be
effective upon mailing:

For IBM:                           For INTERGRAPH:

Director of Licensing              Intergraph Hardware
IBM Corporation                    Technologies Company Inc.
North Castle Drive, MD-NC119       2325B Renaissance Drive
Armonk, New York 10504-1785        Suite 16
                                   Las Vegas, NV   89119; and
Facsimile: 914-765-4380

4.2   An Agreement Reference Number will be assigned to this Agreement upon
execution.  This number should be included in all communications, including
letters, faxes and e-mail messages.

Section 5.          Miscellaneous
5.1  Both parties agree not to use or refer to this Agreement or any of its
provisions in any promotional activity. Furthermore, until January 1, 2008,
each  party  agrees  not  to  disclose the terms  and  conditions  of  this
Agreement  to  any  third party (other than its Subsidiaries)  without  the
prior  written consent of the other party.  This obligation is  subject  to
the following exceptions:
(a)  disclosure  is permissible if required by government or  court  order,
     provided  the party required to disclose first gives the  other  prior
     written notice to enable it to seek a protective order;
(b)  disclosure is permissible if otherwise required by law;
(c)  disclosure  is  permissible if required to enforce rights  under  this
(d)  each  party  may use similar terms and conditions in other agreements;
(e)  each  party may disclose this Agreement or its contents to the  extent
     reasonably  necessary, on a confidential basis,  to  its  accountants,
     attorneys, financial advisors, potential acquirers on a need  to  know
     basis,  and  its present or future providers of financing  or  venture

The  nondisclosure obligation shall be satisfied by a party  if  it  treats
this Agreement in the same manner as it treats its other similar contracts.

5.2  IBM shall not have any obligation hereunder to institute any action or
suit  against third parties for infringement of any Assigned Patents or  to
defend  any  action  or suit brought by a third party which  challenges  or
concerns  the  validity of any Assigned Patents.  IBM shall  not  have  any
obligation hereunder to cooperate with or otherwise assist INTERGRAPH  with
respect to any action or suit against third parties for infringement of any
Assigned Patent.

5.3  IBM  represents and warrants that  it has the full right and power  to
assign  its rights in the Assigned Patents as set forth in Section 2.   IBM
represents and warrants that as of the Effective Date it continues  to  own
all  of  its right, title and interest throughout the world in and  to  the
Assigned Patents, subject to all rights granted to others thereunder  prior

5.4  This Agreement shall not be binding upon the parties until it has been
signed  hereinbelow  by  or  on  behalf of each  party.   No  amendment  or
modification hereof shall be valid or binding upon the parties unless  made
in writing and signed as aforesaid.

5.5  If any section of this Agreement is found by competent authority to be
invalid,  illegal  or  unenforceable in any respect  for  any  reason,  the
validity,  legality and enforceability of any such section in  every  other
respect  and  the remainder of this Agreement shall continue in  effect  so
long  as the Agreement still expresses the intent of the parties.  However,
if  the intent of the parties cannot be preserved, this Agreement shall  be
either renegotiated or terminated.

5.6  This Agreement shall be construed, and the legal relations between the
parties hereto shall be determined, in accordance with the law of the State
of  New  York,  USA,  as  such law applies to contracts  signed  and  fully
performed in such State.

5.7   The  headings of sections are inserted for convenience  of  reference
only  and  are  not  intended to be part of or to  affect  the  meaning  or
interpretation of this Agreement.

      This Agreement and its Exhibit A embodies the entire understanding of
the  parties with respect to the Assigned Patents, and replaces  any  prior
oral or written communications between them.

Agreed to:                              Agreed to:
                                   MACHINES CORPORATION

By:_____________________           By:_____________________
Name: __________________                Gerald Rosenthal
Title: _________________                Vice President

Date:___________________           Date:___________________

                                 EXHIBIT A

                             ASSIGNED PATENTS

Patent (or      Date Issued or  Inventors
Patent          Date Patent
Application)    Application
Number          Filed

                             END OF EXHIBIT A

                               Attachment 2

US5995598: Phone line LAN
Issued/Filed:  Nov. 30, 1999 / Feb. 10, 1997

US5418817: Adaptive equalization system and method
Issued/Filed:   May 23, 1995 / March 3, 1993

US5033062: Digital modem
Issued/Filed:  July 16, 1991 / May 30, 1989

US5949857: Telephone DTMF signal accessible data processor with calculator
Issued/Filed:  Sept. 7, 1999 / Dec. 17, 1998

US5436963: Telephone answering method and apparatus
Issued/Filed:  July 25, 1995 / Jan. 19, 1995

US5428678: Telephone calling method and apparatus
Issued/Filed:  June 27, 1995 / Dec. 30, 1992

US5442691: Method and apparatus for call routing in switched digital
networks using call control tables.
Issued/Filed:  Aug. 15, 1995 / Nov. 23, 1993

US5974130: Transparent call discrimination (TCD) method and apparatus
Issued/Filed:  Oct. 26, 1999 / Sept. 23, 1997

US5938731: Exchanging synchronous data link control (SDLC) frames to adjust
speed of data transfer between a client and server
Issued/Filed:  Aug. 17, 1999 / June 23, 1997

US5896372: Method and apparatus for creating virtual high bandwidth data
Issued/Filed:  April 20, 1999 / Feb. 20, 1997

US5420867: ISDN call processing
Issued/Filed:  May 30, 1995 / Nov. 23, 1993

US5461631: Method for bit resynchronization of code-constrained sequences
Issued/Filed:  Oct. 24, 1995 / Dec. 15, 1992

US5422893: Maintaining information from a damaged frame by the receiver in
a communication link
Issued/Filed:  June 6, 1995 / Aug. 4, 1994

US5036514: Apparatus and method for isolating and predicting errors in a
local area network
Issued/Filed:  July 30, 1991 / Nov. 9, 1989

US5450416: Apparatus and method for testing multifunction communications
Issued/Filed:  Sept. 12, 1995 / Aug. 25, 1992

US5388097: System and method for bandwidth reservation for multimedia
traffic in communication networks
Issued/Filed:  Feb. 7, 1995 / June 29, 1993

US5388223: 1-bit token ring arbitration architecture
Issued/Filed:  Feb. 7, 1995 / Sept. 5, 1991

US5036514: Apparatus and method for isolating and predicting errors in a
local area network
Issued/Filed July 30, 1991 / Nov. 9, 1989

US5442629: Token ring speed detector
Aug. 15, 1995 / Feb. 24, 1994

US5956348: Method and apparatus for reconstructing LAN frames following
transfer through an asynchronous transfer mode system
Issued/Filed:  Sept. 21, 1999 / April 8, 1997

US5870628: Adaptor for receiving and processing asynchronous transfer mode
cells within a computer network
Issued/Filed:  Feb. 9, 1999 / June 11, 1996

US5459725: Reliable multicasting over spanning trees in packet
communications networks
Issued/Filed:  Oct. 17, 1995 / March 22, 1994

US5933414: Method to control jitter in high-speed packet-switched networks
Issued/Filed:  Aug. 3, 1999 / Oct. 29, 1996

US5063562: Flow control for high speed networks
Issued/Filed:  Nov. 5, 1991 / May 23, 1990

US5867533: Digital delta mode carrier sense for a wireless LAN
Issued/Filed:  Feb. 2, 1999 / Aug. 14, 1996

US5392401: Switching system for simultaneously transferring data between
data processing units
Issued/Filed:  Feb. 21, 1995 / Jan. 21, 1993

US5477536: Method and system for routing information between nodes in a
communication network
Issued/Filed:  Dec. 19, 1995 / Dec. 7, 1993

US5023873: Method and apparatus for communication link management
Issued/Filed: June 11, 1991 / June 15, 1989

US5461611: Quality of service management for source routing multimedia
packet networks
Issued/Filed: Oct. 24, 1995 / June 7, 1994

US5875329: Intelligent batching of distributed messages
Issued/Filed: Feb. 23, 1999 / Dec. 22, 1995

US5031117: Prioritization scheme for enhancing the display of ray traced
Filed:     February 13, 1990
Issued:  July 9, 1991

US5070534: Simplified CAD parametric macroinstruction capability including
variational geometrics feature
Filed:    October 17, 1998
Issued:  December 3, 1991

US5995114: Applying numerical approximation to general graph drawing
Filed:    September 10, 1997
Issued:  November 30, 1999

US5889514: Method and system for a multimedia application development
sequence editor using spacer tools
Filed:    March 29, 1996
Issued:  March 30, 1999

US5459831: Method for selecting graphical objects in quadrants with a
Filed:    October 6, 1994
Issued:  October 17, 1995
US5388205: Apparatus and method of encoding control data in a computer
graphics system
Filed:    April 4, 1994
Issued:  February 7, 1995

US5452412: High performance rasterization engine
Filed:    August 19, 1993
Issued:  September 19, 1995

US5870095: Z buffer initialize and update method for pixel block
Filed:    August 19, 1993
Issued:  February 9, 1999

US5469275: Method and apparatus for grayscale adjustment
Filed:    August 4, 1992
Issued:  November 21, 1995

US6025827: Digital image capture control
Filed:    March 31, 1997
Issued:  February 15, 2000

US5872555: Method and apparatus for customizing colors in a data processing
Filed:    October 24, 1996
Issued:  February 16, 1999

US5883629: Recursive and anisotropic method and article of manufacture for
generating a balanced computer representation of an object
Filed:    June 28, 1996
Issued:  March 16, 1999

US5452411: System and method for generating graphics objects constrained by
previously generated graphics objects
Filed:    November 22, 1994
Issued:  September 19, 1995

US5956041: Method and device for volume rendering using concentric
spherical slicing isosurfaces
Filed:    January 18, 1990
Issued:  August 20, 1991

US5041912: Averaging array for CCD imagers
Filed:    December 15, 1992
Issued:  September 21, 1999

US6002809: Digital image processor for image scaling
Filed:    June 23, 1994
Issued:  December 14, 1999

US5923334: Polyhedral environment map utilizing a triangular data structure
Filed:    September 27, 1996
Issued:  July 13, 1999

US5878407: Storage of a graph
Filed:    December 17, 1996
Issued:  March 2, 1999
US5408540: Character slant recognition in a word image
Filed:    August 5, 1993
Issued:  April 18, 1995

US5457775: High performance triangle interpolator
Filed:    September 15, 1993
Issued:  October 10, 1995

US5936629: Accelerated single source 3D lighting mechanism
Filed:    November 20, 1996
Issued:  August 10, 1999

US5418893: Method of digitally processing images
Filed:    March 8, 1994
Issued:  April 23, 1995

US5936633: Rendering method and apparatus, and method and apparatus for
smoothing intensity-value
Filed:    July 23, 1997
Issued:  August 10, 1999

US5406070: Method and apparatus for scanning an object and correcting image
data using concurrently generated illumination data
Filed:    December 16, 1993
Issued:  April 11, 1995

US5963654: Apparatus and method for monitoring performance of an image
capture device
Filed:    April 24, 1997
Issued:  October 5, 1999

US5434933: Image processing
Filed:    November 3, 1993
Issued:  July 18, 1995

US5946212: Method of allocating work in capacity planning
Filed:    July 28, 1997
Issued:  August 31, 1999