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Consulting Contract - Intergraph Corp. and Green Mountain Inc.

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                        CONSULTING CONTRACT
This contract, made and entered into this 17th day of January,
1990, by and between Intergraph Corporation and Green Mountain,

In consideration of the mutual covenants set forth herein, the
parties hereto do hereby agree as follows:

1. Scope of Work

   Green Mountain, Inc. shall provide the services of Keith
   Schonrock as an independent contractor to perform tasks as
   assigned by Intergraph Executive Management.

2. Term

   The term of this contract shall be from January 1, 1990 through
   December 31, 1990.

3. Termination

   Intergraph or Green Mountain, Inc. may terminate this contract
   at any time before December 31, 1990.  In such event,
   Intergraph shall be liable only for services rendered prior to
   the effective date of termination.

4. Payment Schedule

   Green Mountain, Inc. shall be paid monthly within 10 days of
   receipt of a properly approved invoice.  Invoices shall be
   approved by Jim Meadlock, Eliott James or Larry Laster.

   A.  Consulting fees shall be $5,000 per month.

   B.  Travel expense, if any, shall be reimbursed under the
       Intergraph Travel Policy.

5. Terms and Conditions

   The terms and conditions of Consulting Agreement dated January
   17, 1990, attached hereto and by reference are made a part

In witness whereof, the parties hereto have executed this contract
as of the day and year first written above.

Green Mountain, Inc.                    Intergraph Corporation

By:    Gerald F. Donovan                By:    Larry Laster
       --------------------                    ------------------------

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

                                 CONSULTING CONTRACT NO.   1/17/90
                       CONSULTING AGREEMENT

      The terms and conditions set forth below establish further
rights and obligations of the parties to this Contract.


      As used throughout this Contract, the following terms shall
      have the meanings set forth below unless otherwise indicated:

      A.  The term "Government" means the United States Government
          or any department or agency thereof.

      B.  The term "Intergraph" means Intergraph Corporation,
          acting through its duly authorized representative.

      C.  The term "Consultant" means the individual, partnership,
          corporation, or association contracting to furnish the
          article(s) described in the Statement of Work.

      D.  The word "articles" refers to the goods, products,
          supplies, parts, assemblies, technical data, drawings,
          services, or other items constituting the subject matter
          of this Contract which are to be furnished by Consultant
          to Intergraph hereunder.


      A.  Intergraph may at any time, by a written change notice,

          i.  make changes within the general scope of this
              Contract in drawings, designs, specifications, or
              statement of work; or

          ii. issue a suspension of work order.

          If a change notice issued hereunder causes an increase
          or decrease in the cost of performance or in the time
          required for performance, an equitable adjustment shall
          be made in the contract price and/or time of
          performance; and the Contract shall be modified in
          writing accordingly.  Any claim for adjustment under
          this Section shall be deemed waived unless asserted
          within thirty (30) days from the date of receipt by the
          Consultant of the change notice provided, however,
          Intergraph, if it decides the facts justify such action,
          may receive and act upon any such claim asserted at any
          time prior to final payment under this Contract.

                                 CONSULTING CONTRACT NO.   1/17/90

      B.  Intergraph's engineering and technical personnel may,
          from time to time, render assistance or give technical
          advice to or effect an exchange of information with
          Consultant's personnel in a liaison effort concerning
          the work to be performed hereunder.  However, such
          advice or exchange of information shall not vest
          Consultant with the authority to change the provisions
          of the Contract or impose liability therefor, nor shall
          any change in the provisions of the Contract be binding
          upon Intergraph unless issued as a change in accordance
          with Paragraph "A" above.

      C.  Changes beyond the scope of work hereof shall be by
          mutual agreement and evidenced by Amendment in writing


      A.  Intergraph will deliver to the Consultant, for use in
          connection with and under the terms of the Contract
          only, such Intergraph property as may be described in
          this Contract, its exhibits or specifications, together
          with such related data and information as may reasonably
          be required for the intended use of such property
          (hereinafter referred to as "Intergraph Furnished
          Property").  In the event Intergraph Furnished Property
          is received by the Consultant in a condition not
          suitable for the intended use, the Consultant shall,
          upon receipt thereof, notify Intergraph of such fact
          and, as directed by Intergraph, either:

          i.  return such property at Intergraph's expense or
              otherwise dispose of the property, or

          ii. effect repairs or modifications.

      B.  Title to all property furnished under the provisions of
          this Section shall remain in Intergraph.  All property
          furnished by Intergraph shall be segregated when not in

      C.  Upon receipt of Intergraph furnished property from a
          source other than Intergraph, the Consultant shall
          forward to Intergraph a signed packing slip receipt,
          together with such other forms as may be required by
          Intergraph, evidencing certain material has been
          received.  These documents shall show the total amount
          of material received in any one shipment, the amount
          accepted, the amount rejected, and such other
          information as Intergraph shall request.

      D.  The Consultant shall be liable for loss or destruction
          of or damage to Intergraph property in its possession or
          control; and shall return all such property in as good
          condition as when received, except for reasonable wear
          and tear or for the utilization of the property in
          accordance with the provisions of this Contract.


      No contract shall be made by Consultant for performing all
      or any portion of the work hereunder without Intergraph's
      express written approval.  Monies due hereunder may be
      assigned upon furnishing Intergraph a copy of the
      assignment agreement and obtaining Intergraph's written
      consent thereto.

                                 CONSULTING CONTRACT NO.   1/17/90


      Consultant acknowledges this Contract may involve the
      handling and the creation of Security classified material
      and represents and warrants all of the Consultant's
      personnel having, or who are to have access thereto,
      understand the "Industrial Security Manual for Safeguarding
      Classified Information" and the Federal Espionage Acts,
      Title 18, U.S. Code.

      Consultant Security Type A, B, or C is as specified in the
      Consulting Contract, Section I - Scope of Work.

      Type A - The Consultant shall not possess classified
      material except at the Intergraph facility, on the premises
      of a User Agency, or while on authorized visits.  The
      Consultant and all of the Consultant's employees who shall
      have access to classified information shall jointly, with
      Intergraph, prepare a certificate security agreement in
      accordance with Section VII of the "Industrial Security
      Manual for Safeguarding Classified Information".

      Type B - The Consultant possesses classified material at his
      place of business or residence, the Consultant having full
      responsibility for security of the classified material.
      The Consultant acknowledges he has executed a Department of
      Defense Security Agreement (DD Form 441) which is in effect
      on the date of this Contract and his conduct in performance
      of this Contract shall be guided by and in accordance with
      the above referred to Industrial Security Manual and

      Type C - The Consultant possesses classified material at his
      regular employer's cleared facility, the Consultant and his
      employer having agreed as to their respective
      responsibilities for security of classified material.  The
      Consultant acknowledges he and his regular employer have
      jointly executed a Letter Agreement to Safeguard Classified
      Information for an Employee Performing Consultant Services
      in accordance with Section VII of the above referred to
      Industrial Security Manual.


      A.  Consultant shall report to Intergraph, promptly and in
          reasonable written detail, each notice or claim of
          patent infringement, copyright infringement, or invasion
          of any right of privacy of which Consultant has
          knowledge and which is based on the performance of this

      B.  In the event of litigation against Intergraph or its
          customer(s) on account of any claim of patent
          infringement, copyright infringement, or invasion of any
          right of privacy arising out of the performance of this
          Contract or out of the use of any supplies furnished or
          work or services performed hereunder, the Consultant
          shall furnish to Intergraph, upon request, all evidence
          and information in possession of the Consultant
          pertaining to such litigation.

                                 CONSULTING CONTRACT NO.   1/17/90


      This Section shall be void in the event this Contract is
      placed under or pursuant to a Government Prime Contract.

      A.  As used in this Section, the following terms shall have
          the meaning set forth below:

          1. The term "Subject Data" means all data, including
             matters of fact and theory, which relate to the
             objectives of this Contract and which are considered
             pertinent to such objectives, and other conceptual
             matters developed in the course of performance of
             the tasks of the Statement of Work hereof, and
             particularly such data which was not or was believed
             not to be within the state-of-the-art whether or not
             such data is patentable or copyrightable.

          2. The term "Subject Invention" means any invention,
             improvement, or discovery conceived or first
             actually reduced to practice either:

             i.  in the performance of the work called for or
                 required under this Contract, or

             ii. in the performance of any work relating to
                 objectives of this Contract which was done upon
                 an understanding in writing that a Contract
                 would be awarded

             provided, however, the term "Subject Invention" shall
             not include any invention, improvement, or discovery
             which is specifically identified and listed in the
             Statement of Work or Schedule of this Contract
             excluding it from the rights granted by this

      B.  Consultant shall deliver to Intergraph full disclosure
          of all Subject Data and Subject Inventions made or
          conceived in the course of performance of this Contract
          whether made or conceived solely by Consultant or
          jointly with others and specifically, such Subject Data
          and Subject Inventions

          1. which are along the lines of business, work, or
             investigations of Intergraph or of divisions or
             affiliates which Intergraph owns or controls; or

          2. which result from or are suggested by any work which
             Consultant performed for or on behalf of Intergraph
             under this Contract.

          Such disclosures shall be made or deemed to have been
          made with complete and exclusive grant of all right,
          title, and interest in and to any and all Subject Data
          and Subject Inventions and Consultant disclaims any
          property and claim to such Subject Data or Subject
          Inventions; any such Subject Data and Subject Inventions
          disclosed to Intergraph under this Section are to be and
          remain the sole and exclusive property of Intergraph,
          its customers, its assigns, or others claiming under
          Intergraph whether or not such Subject Data or Subject
          Inventions are patentable or copyrightable.

                                 CONSULTING CONTRACT NO.   1/17/90

      C.  Consultant shall assist Intergraph, its customers, its
          assigns, or others claiming under Intergraph during and
          subsequent to the term of this Contract, in every
          reasonable way to obtain for Intergraph, its customers,
          its assigns, or others claiming under Intergraph,
          patents for such Subject Inventions in any and all

      D.  Consultant shall make and maintain adequate and current
          written records of all such Subject Data and Subject
          Inventions in the form of notes, sketches, drawings, and
          reports relating thereto, which records shall be and
          remain the property of and available to Intergraph, its
          customers, its assigns, or others claiming under

      E.  Intergraph shall, with regard to Subject Data and
          Subject Inventions originated in performance of this
          Contract, undertake at its expense to secure any and all
          patents and copyrights as Intergraph shall deem

      F.  Consultant shall and does hereby assign to Intergraph
          the entire right, title, and interest in and to any and
          all inventions, improvements, discoveries, and
          copyrightable material discovered or generated by
          Consultant, whether solely or jointly with others, in
          the performance of this Contract.


      Consultant hereby agrees to indemnify and save harmless
      Intergraph, its employees, customers, assigns, and others
      claiming under Intergraph from liability for any actual or
      alleged patent infringement by reason of any manufacture,
      use, or sale of any items manufacturable from reports,
      drawings, blueprints, data, or technical information
      delivered by Consultant under this Contract.  Such
      liability shall include, but is not limited to, damages,
      costs, fees, and expenses.

      Consultant agrees to and does hereby grant to Intergraph the
      right to reproduce, use, disseminate, and dispose of all or
      any part of the reports, drawings, blueprints, data, and
      technical and other information delivered to Intergraph in
      the performance of this Contract, and all such reports,
      drawings, blueprints, data and technical and other
      information shall be and become the property of Intergraph,
      its customers, its assigns, or others claiming under


      The Consultant shall indemnify, save and hold harmless
      Intergraph, its officers, agents, employees and customers
      against any liability including costs and expenses

      A.  for violation of proprietary rights, copyrights, or
          right of privacy, arising out of the publication,
          translation, reproduction, delivery, performance, use,
          or disposition of any data furnished under this
          Contract; or

      B.  based upon any libelous or other unlawful matter
          contained in such data.

                                 CONSULTING CONTRACT NO.   1/17/90


      A.  Consultant hereby agrees not to disclose at any time
          except as Consultant's duties under this Contract may
          require, either during or subsequent to the term of this
          Contract, any information, knowledge, or data of
          Intergraph which Consultant may receive during the
          course of this Contract, relating to chemical formulae,
          business processes, methods, machines, manufacture,
          compositions, inventions, discoveries, or other matters
          which are of a proprietary or trade secret nature.

      B.  Consultant hereby agrees to maintain in secrecy all
          information or knowledge concerning or relating to
          Intergraph's projects obtained in the performance of
          this Contract whether or not such information or
          knowledge directly relates to the work performed
          pursuant to this Contract.

      C.  No release of any information, or confirmation or denial
          of same with respect to this Contract or subject matter
          thereof, will be made without the prior coordination and
          express written approval of Intergraph.  This includes,
          but is not limited to, advertisements, brochures, and
          the like.  Any information submitted for approval of
          release to the public in accordance with Section 1,
          Paragraph 5c,  "Industrial Security Manual for
          Safeguarding Classified Information" will be submitted
          through Intergraph.

      D.  Upon completion of work by Consultant under this
          Contract, Consultant shall return to Intergraph all
          classified information furnished by Intergraph in
          connection herewith, including all reproductions thereof
          then in Consultant's possession or control, and
          Consultant shall surrender all classified information or
          material developed by Consultant in connection with this
          Contract unless the information has been destroyed or
          the retention of the information is authorized in
          writing by Intergraph or the Government.


      A.  It is understood the Consultant and Consultant's
          employees are not employees of Intergraph and are not
          entitled to any Intergraph employee benefits or

      B.  All employees of the Consultant shall, however, be
          subject to the applicable rules and regulations
          governing Intergraph employees while on Intergraph

      C.  Consultant shall not assign to performance of work or
          providing of services under this Contract any personnel
          who are not bona fide employees of Consultant.


      Intergraph shall have the right to require Consultant to
      remove from the site of the work such employees as
      Intergraph may deem incompetent, careless, or otherwise
      unsatisfactory for the performance of work on Intergraph's

                                 CONSULTING CONTRACT NO.   1/17/90


       Consultant shall be responsible for and hereby agrees to
       indemnify and save harmless Intergraph, its employees, its
       customers, its assigns, its contractors, and others under
       Intergraph from any and all damages to person or property
       arising from or connected with its performance of this
       Contract and for any liability of whatsoever nature arising
       out of Consultant's negligence or misconduct.


       Intergraph shall be entitled at all times to set-off any
       amount owing at any time from Consultant to Intergraph
       against any amount payable at any time by Intergraph in
       connection with this Contract.


       Either party may terminate this Contract in the event of the
       appointment of a trustee, receiver, or liquidator for all
       or a portion of the property of the other party or of any
       act of bankruptcy by the other as defined in Section 3 of
       the Bankruptcy Act as amended, or of any voluntary petition
       in bankruptcy by the other, and such termination shall be
       without further obligation to the other except payment of
       obligations incurred in performance of this Contract prior
       to any of the foregoing occurrences.


       Intergraph's failure in any one or more instances to insist
       upon strict performance of any of the terms or provisions
       of this Contract or to exercise any option herein conferred
       shall not be construed as a waiver or relinquishment, to
       any extent, of the right to assert or reply upon such terms
       or provisions or option in or with respect to any other
       instance whether effective or occurring prior or subsequent
       to the instance(s) for which strict performance was not
       required or option exercised.


       This Contract shall be governed by, subject to, and
       construed according to the laws of the State of Alabama.
       The Consultant will comply with all applicable Federal,
       State and Local Laws.


       Consultant agrees Intergraph or any of its duly authorized
       representative shall, until the expiration of three (3)
       years after final payment under this Contract, have access
       to and the right to examine any directly pertinent books,
       documents, papers, and records of the Consultant involving
       transactions related to this Contract.

                                 CONSULTING CONTRACT NO.   1/17/90


      A.  Consultant shall immediately report to Intergraph any
          illness resulting from work site conditions or any
          accident or injury to any of Consultant's employees on
          premises owned, occupied, or controlled by Intergraph.
          Consultant shall make the initial report to Intergraph
          by telephone.  When the accident, illness, or injury is
          of the type which requires the Consultant to file SF 1
          under Workmen's Compensation, Consultant shall submit a
          copy of SF 1 to Intergraph.  Otherwise, Consultant shall
          complete such report forms as Intergraph may reasonably
          require.  Upon request by Intergraph, Consultant shall
          require its employees who have any information
          concerning such illness, accident, or injury to furnish
          written statements.

      B.  The Consultant shall impose the requirements of this
          clause on subcontractors of any tier performing under


                        GREEN MOUNTAIN, INC.
                        CONSULTING CONTRACT
                       AMENDMENT NUMBER THREE

The consulting contract between Intergraph Corporation and Green
Mountain, Inc. dated January 17th 1990 is hereby extended through
December 31, 1993.

Green Mountain, Inc.                    Intergraph Corporation

By:     Keith Schonrock                 By:     Larry Laster
        ------------------------                ------------------------

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