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Employment Agreement - Intergraph Corp. and Manfred Wittler

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                     [INTERGRAPH LETTERHEAD]


                     CONTRACT OF EMPLOYMENT
The undersigned:

     Intergraph Corporation

whose registered office is at:


referred to hereafter as Intergraph, and

     Dr. Manfred Wittler

referred to hereafter as Mr. Wittler


          As from October 1, 1994 Intergraph engages Mr. Wittler
          in the position of Executive Vice President Sales and
          Support for the Americas for the part of his time not
          covered under the agreements between Mr. Wittler and
          Intergraph European Manufacturing LLC, Intergraph
          (Deutschland) GmbH and Intergraph France S.A. under
          the conditions hereinafter set out.

          Mr. Wittler declares to be free of any engagement to
          another employer with the exception of the three (3)
          mentioned above.

     2.   FUNCTIONS
          The functions of Mr. Wittler will include:

          That he carries out the expected role related to
          the above in a professional manner reflecting the
          responsibility of the post, and that he acts as the
          surveyor of the Region and Country Management ensuring
          Intergraph meets its statutory obligations and such
          management complies with the policies and directives
          established by Intergraph Corporation of Huntsville.

          Mr. Wittler reports directly to the Chief
          Executive Officer of Intergraph Corporation.

     3.   PLACE OF WORK
          Mr. Wittler will work at the Intergraph office in
          Huntsville and where ever it may be necessary in the
          assigned territory.

     4.   TERRITORY
          The area assigned to Mr. Wittler includes:
          North, Central and South America.

          Intergraph will pay Mr. Wittler a gross annual
          salary in the amount of two hundred thousand Deutsch
          Marks (200,000 DM ($133,640)) to be paid in a lump sum
          at the beginning of each calendar year.  Payment of
          the remuneration shall satisfy all claims for overtime
          and extra hours and includes a fixed amount for
          commissions on Intergraph sales in the Americas of
          60,000 DM ($40,090).

     6.   EXPENSES
          Intergraph will reimburse Mr. Wittler for
          reasonable and actual business expenses incurred in
          the execution of his position, in accordance with
          Intergraph policies and procedures.  All claims must
          be substantiated and properly recorded.

          In addition to the public holidays Mr. Wittler
          will be entitled to 25 days paid leave per annum as
          mentioned in the agreement between Mr. Wittler and
          Intergraph European Manufacturing LLC.

          Both during and after the currency of this
          Agreement, Mr. Wittler shall treat as confidential all
          information with respect to the business and the
          interests of Intergraph and/or its affiliates, and its
          parent company, which has come to his knowledge during
          the performance of his duties.  He will make
          restitution to Intergraph of all documents concerning
          Intergraph in his possession at the end of his
          employment with Intergraph.

          In the event of the termination of this Agreement
          by either party, Mr. Wittler agrees not to associate
          himself in any manner, whether direct or indirect,
          with any company or organization or self-employment
          operating in direct competition with Intergraph
          Corporation or its subsidiaries for a period of six
          (6) months following that termination provided that
          Intergraph compensates Mr. Wittler in accordance with
          article 5 of this agreement for those six (6) months.

          Mr. Wittler is required to declare all existing
          and future stockholding by himself, or immediate
          family, on any company or organization operating in
          direct competition with Intergraph or its affiliates.

          Mr. Wittler is not permitted to enter into any
          form of additional employment whilst this contract is
          in force without the express written permission of the
          Chief Executive Officer of Intergraph.

          This Agreement may be terminated by either party
          per the end of a month with six (6) months written
          notification.  Upon involuntary termination on the
          part of Intergraph, Intergraph will provide six (6)
          months severance pay.

          If, because of illness or accident, Mr. Wittler
          is not able to perform his duties he must so inform
          Intergraph as soon as possible.

          During the first 12 months of Mr. Wittler's
          incapacity of work Mr. Wittler shall receive his
          monthly fixed remuneration in the amount of US$ 11,140
          (eleven thousand one hundred forty dollars).
          Intergraph is not bound to make any further payment.

          If and in so far with regard to illness or an
          accident of which Mr. Wittler is a victim Mr. Wittler
          has a claim against one or more thirds for damage for
          lost wages, Intergraph shall not be under an
          obligation to make payment to Mr. Wittler.  In that
          case, Intergraph is bound to make these payments to
          Mr. Wittler by way of advance payment of damages.  Mr.
          Wittler is to assign unto Intergraph his claim of
          damages to the amount of advance payments.  Intergraph
          shall deduct the amount of the advance payments from
          the damages.

     14.  ASSISTANCE
          Mr. Wittler acknowledges his responsibility to
          ensure that he remains socially insured in Germany,
          also for income earned from non German Intergraph
          subsidiaries.  In this respect Mr. Wittler can expect
          guidance from both Ernst & Young in Alabama and the
          Intergraph Corporate Tax Department in Huntsville, but
          Intergraph can not accept any liability for Mr.
          Wittler's non compliance with any legal requirement in
          this respect.

     15.  GENERAL
          This contract of employment supersedes any
          previous agreement, oral or written between Mr.
          Wittler and Intergraph Corporation or any of its
          subsidiaries in respect matter here of except the
          agreement between Intergraph European Manufacturing
          LLC and Mr. Wittler, Intergraph (Deutschland) GmbH and
          Mr. Wittler as well as the agreement between
          Intergraph (France) S.A. and Mr. Wittler.
          No change of the provisions of this Agreement
          shall be binding unless in writing and signed by both

          Mr. Wittler has joined both the company pension
          plans of Intergraph (Deutschland) GmbH and the German
          social security system  as outlined in the agreement
          between Intergraph (Deutschland) GmbH and Mr. Wittler
          and therefore Mr. Wittler has no pension rights under
          this Agreement.

          This Agreement will be subject to United States
          of America Law and Regulations of Employment

For and on behalf of
Intergraph Corporation

/s/  Larry Laster
----------------------------                 ------------------------
Mr. Larry Laster                             Dr. Manfred Wittler
Executive Vice President                     Executive Vice President

Date:          10/1/94                       Date:
     -----------------------                      -------------------   

----------                                                     Confidential
Office of the Vice President                                     Memorandum
Ref.:          03-034

Date:          May 27, 1994

To:            Manfred Wittler

Copy:          Jim Meadlock        Manfred Wittler Personnel File

From:          Jeff Heath

Subject:       Extension Of Your Netherlands Contract

With reference to the Contract between yourself and Intergraph
European Manufacturing BV, effective November 1, 1989, and
subsequently assigned to Intergraph European Manufacturing LLC,
the aforementioned contract is hereby extended from November 1,
1994 until October 31, 1997, under the same terms and conditions
as the original contract with the following changes:

1.   Your new title is "Executive Vice President Sales and
Support Americas and Europe.

2.   You report to the Chief Executive Officer.

3.   Your remuneration is as defined in the yearly Compensation
Package approved by the Chief Executive Officer.

Approved on May 24, 1994, Hoofddorp, The Netherlands

/s/ Jeffrey P. Heath                   /s/ Manfred Wittler     5/27/94
-----------------------------          --------------------   --------
Jeffrey P. Heath                       Manfred Wittler        Date
Vice President Business Operations     Executive Vice President
and Finance, Europe and Mid-World      Sales and Support
Managing Director Intergraph Europe    Americas and Europe